Surf Air Mobility Inc

This management proposal asks shareholders to authorize an amendment to the Company’s Certificate of Incorporation that would permit the Board, at its discretion and within 12 months following stockholder approval, to implement a reverse stock split of Surf Air Mobility’s common stock at a ratio the Board may select between 2-for-1 and 6-for-1. Management seeks this authority primarily as a prophylactic measure to maintain compliance with NYSE minimum bid price listing requirements and to preserve operational flexibility amid market volatility; the Board emphasizes that approval merely grants authority and that it may elect not to effect any split. The proposal rationalizes that a reverse split could increase the per-share trading price, potentially improving marketability by making the stock eligible for certain institutional investors and brokers that avoid low-priced stocks, and could reduce perceived susceptibility to market manipulation when the price is below $1.00. The Board also notes that effectuating a reverse split will proportionately reduce shares outstanding while not decreasing authorized shares, resulting in more shares available for issuance which could be used for capital raising, employee incentives or other corporate purposes; management disclaims any present plans to use such authorization for anti-takeover measures but acknowledges the theoretical risk. Implementation mechanics (no fractional shares issued; cash paid in lieu of fractions) and material U.S. federal income tax and accounting consequences are described in detail in the filing, as are the criteria the Board will weigh in choosing whether to act and which ratio to select (including market price, trading volume, NYSE requirements, funding needs and administrative costs). The Board frames the reverse split as a tool to mitigate delisting risk and maintain strategic optionality while retaining the ability to choose an appropriate ratio or to decline implementation; however, it cautions that the split may not achieve the desired increase in market capitalization or liquidity and may, in some cases, reduce liquidity or have negative market perceptions. On balance, the Board recommends a vote FOR the proposal because it views the authority to effect a split as prudent risk management and flexibility to support future financing or strategic actions, provided the Board exercises its discretion judiciously.