United States securities and exchange commission logo





                             June 18, 2024

       Deanna White
       Chief Executive Officer
       Surf Air Mobility Inc.
       12111 S. Crenshaw Blvd.
       Hawthorne, CA 90250

                                                        Re: Surf Air Mobility
Inc.
                                                            Post Effective
Amendment No. 1
                                                            Filed June 4, 2024
                                                            File No. 333-274572

       Dear Deanna White:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Post-Effective Amendment No. 1 filed June 4, 2024

       Risk Factors, page 7

   1.                                                   We note you have
incorporated your risk factor disclosure from your 2023 Form 10-K
                                                        which includes a
general risk factor regarding compliance with the continued listing
                                                        standards of the NYSE.
Please revise this section to address the risks associated with
                                                        failing to meet the New
York Stock Exchange continued listing standards. To provide
                                                        context, discuss (i)
the May 20, 2024 notice from the NYSE stating that the Company is
                                                        no longer in compliance
with the NYSE continued listing standards due to the fact that the
                                                        Company   s average
total market capitalization over a consecutive 30 trading-day period
                                                        was less than $50
million and, at the same time, its stockholders    equity was less than $50
                                                        million and (ii) the
April 2, 2024 notice stating that the average closing price of the
                                                        Company   s common
stock was less than $1.00 over a consecutive 30 trading-day period
                                                        and that failure to
regain compliance with these standards may result in the delisting of
                                                        your securities.
 Deanna White
Surf Air Mobility Inc.
June 18, 2024
Page 2
Plan of Distribution, page 25

2.     We note your disclosure on page 25 that your selling stockholders may
sell their securities
       using various methods, including any method permitted pursuant to
applicable law. Please
       confirm your understanding that the retention by a selling stockholder
of an underwriter
       would constitute a material change to your plan of distribution
requiring a post-effective
       amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of
       Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at
202-551-3314 with
any other questions.



                                                            Sincerely,
FirstName LastNameDeanna White
                                                            Division of
Corporation Finance
Comapany NameSurf Air Mobility Inc.
                                                            Office of Energy &
Transportation
June 18, 2024 Page 2
cc:       Peter Wardle
FirstName LastName