Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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SURF AIR MOBILITY INC. (Name of Issuer) |
Common Stock, Par Value $.0001 (Title of Class of Securities) |
868927203 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 868927203 |
| 1 | Names of Reporting Persons
Liam Fayed | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,663,920.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | 868927203 |
| 1 | Names of Reporting Persons
LamVen LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,357,837.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 |
Percent of class represented by amount in row (9)
9.53 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | |
| (a) | Name of issuer:
SURF AIR MOBILITY INC. |
| (b) | Address of issuer's principal executive offices:
12111 S. Crenshaw Blvd., Hawthorne, CA 90250 |
| Item 2. | |
| (a) | Name of person filing:
This statement on Schedule 13G/A is being jointly filed by (i) Liam Fayed and (ii) LamVen LLC ("LamVen" and, together with Liam Fayed, the "Reporting Persons"). LamVen LLC is an entity affiliated with Mr. Fayed. |
| (b) | Address or principal business office or, if none, residence:
The address of the Reporting Persons is 53 Greenwich Avenue, Second Floor, Greenwich, CT 06830. |
| (c) | Citizenship:
Mr. Fayed is a citizen of the United Kingdom, and LamVen LLC is incorporated under the laws of Delaware. |
| (d) | Title of class of securities:
Common Stock, Par Value $.0001 |
| (e) | CUSIP No.:
868927203 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The Reporting Persons beneficially own 6,663,920 shares of Common Stock, consisting of (i) 306,083 shares of Common Stock beneficially owned by Liam Fayed and (ii) 6,357,837 shares of Common Stock beneficially owned by LamVen and Liam Fayed as of November 12, 2025. As part of financing transactions that closed on November 12, 2025, LamVen acquired 1,506,024 shares of Common Stock and was issued a warrant (the "2025 Warrant") to purchase an aggregate of 1,506,024 shares of Common Stock. The 2025 Warrant provides that LamVen is prohibited from exercising the warrant for such number of shares of Common Stock as would result in beneficial ownership of Common Stock by LamVen (together with any other persons whose beneficial ownership could be aggregated with LamVen's for the purposes of Section 13(d), which includes Liam Fayed) exceeding 9.99% of all outstanding Common Stock, subject to certain exceptions. LamVen LLC is also entitled to certain customary rights with respect to the registration of 3,389,398 shares of common stock issuable upon exercise of a warrant dated November 14, 2024 (the "2024 Warrant"). The number of shares of Common Stock is reported in this statement with reference to the number of shares of outstanding Common Stock as of November 20, 2025. To the extent the number of shares of outstanding Common Stock increases, the number of shares of Common Stock beneficially owned by the Reporting Person would increase. To the extent the number of shares of outstanding Common Stock decreases, the number of shares of Common Stock beneficially owned by the Reporting Person would decrease. |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Calculated based on 63,223,450 shares of the Common Stock outstanding as of November 20, 2025, as reported in the Issuer's prospectus, filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) on November 24, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. | |
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature: Exhibit 99.1 Joint Filing Agreement