▸ Changes in U.S. or foreign trade policies, including the imposition of tariffs and other protectionist trade measures, and other factors beyond our control may adversely impact our business, financial condition, and results of operations.· · ● 1 ▸ group Essential Air Service Program and Federal Funding Developments· · ● 1 ▸ Issues raised by the use of AI in SurfOS may result in harm or liability.· · ● 1 ▸ We, as well as our development and supply chain partners, have limited experience to date in the development and manufacturing of fully-electric and hybrid-electric powertrains and integrating those newly developed powertrains· · ● 1 ▸ Our collaborations to develop SurfOS create risks through technology dependence, potential collaborator misalignment, relationship challenges, and funding uncertainties that could significantly impact the Company's business.· ● ● 2 rw ▸ group Risks Related to the Development of the SurfOS Software Platform· ● ● 2 ▸ We may fail to qualify for continued listing on the NYSE, which could make it more difficult for our stockholders to sell their shares.· ● ● 2 ▸ We may not realize the expected return on our significant investment in SurfOS due to development delays, technical challenges, or lack of market acceptance, which could undermine our financial performance and competitive position.· ● ● 2 ▸ We plan to outsource the majority of the production, assembly and installation of our fully-electric and hybrid-electric powertrain solutions. As such, our suppliers, including single source suppliers for certain components, are a key· ● · 1 ▸ Many of our flight operations are conducted by third-party aircraft operators on our behalf and we rely on third-party service providers to support our operations. Due to our reliance on third parties to provide these services going● · · 1 ▸ Our Amended and Restated Certificate of Incorporation provides that, to the fullest extent permitted by law, and unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or,● · · 1 ▸ We may need to defend ourselves against intellectual property infringement claims or misappropriation claims, which may be time-consuming and expensive and, if adversely determined, could limit our ability to commercialize our aircraft.● ● · 2 ▸ We may not have access to the full amount available under the Share Subscription Facility, or may not be able to draw down under the Share Subscription Facility in a timely manner (or at all) in order to meet our existing obligations.● · · 1 ▸ Aircraft purchase agreements are often subject to indexed price escalation clauses which could subject us to unanticipated expenses.● ● ● 3 ▸ Any failure to offer high-quality customer support may harm our relationships with customers and could adversely affect our reputation, brands, business, financial condition and results of operations.● ● ● 3 ▸ As part of our growth strategy, we are engaging in, and may in the future engage in, acquisitions that could disrupt our business and have a material adverse effect on our financial condition.● ● ● 3 ▸ Continued access to Essential Air Service revenue is of critical importance to us.● ● ● 3 ▸ Crashes, accidents or incidents of aircraft involving us or our competitors could have a material adverse effect on our business, financial condition and results of operations.● ● ● 3 ▸ From time to time, the aircraft industry has experienced periods of oversupply during which lease rates and aircraft values have declined, and any future oversupply could materially adversely affect our financial results and growth prospects.● ● ● 3 ▸ If analysts do not publish research about our business or if they publish inaccurate or unfavorable research, our stock price and trading volume could decline.● ● ● 3 ▸ If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.● ● ● 3 ▸ If we are not able to successfully enter into new markets, offer new routes and services and enhance our existing offerings, our business, financial condition and results of operations could be adversely affected.● ● ● 3 ▸ If we experience harm to our reputation and brands, our business, financial condition and results of operations could be adversely affected.● ● ● 3 ▸ If we fail to adequately address any or all of these risks and challenges, our business, financial condition and results of operations may be materially and adversely affected.● ● ● 3 ▸ If we fail to adequately protect our intellectual property rights, our competitive position could be impaired and we may lose market share, generate reduced revenue and incur costly litigation to protect our rights.● ● ● 3 ▸ If we fail to maintain effective disclosure controls and procedures and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.● ● ● 3 ▸ Investors’ expectations of our performance relating to ESG factors may impose additional costs and expose us to new risks.● ● ● 3 rw ▸ group Legal and Regulatory Risks Related to Our Business● ● ● 3 ▸ Our Amended and Restated Bylaws and our Amended and Restated Certificate of Incorporation limit voting rights of certain foreign persons.● ● ● 3 ▸ Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties.● ● ● 3 ▸ Our business may be adversely affected by union activities.● ● ● 3 ▸ Our competitors may commercialize their technology before us, either in general or in specific markets, or we may otherwise not be able to fully capture a first mover advantage.● ● ● 3 rw ▸ Our contractual obligations could impair our liquidity and materially adversely affect our business, results of operations and financial condition.● ● ● 3 ▸ Our future fully-electric and hybrid-electric aircraft may require maintenance at frequencies or at costs which are unexpected and could adversely affect our business and operations.● ● ● 3 ▸ Our management has limited prior experience in operating a public company.● ● ● 3 ▸ Our prospects and operations may be adversely affected by changes in consumer preferences, discretionary spending and other economic conditions that affect demand for our services.● ● ● 3 ▸ Our shareholders may experience dilution from several different sources.● ● ● 3 rw ▸ Our shareholders may experience dilution from several sources to varying degrees, namely as shares of our common stock are issued and sold in subsequent offerings.● ● ● 3 rw ▸ Our success is largely dependent on the ability to raise debt and equity capital, increase passenger loads, continue to expand into regions profitably throughout the United States and ultimately, successfully develop our Air Technology business.● ● ● 3 rw ▸ group Risks Related to Our Business and Industry● ● ● 3 ▸ group Risks Related to Our Dependence on Third Parties● ● ● 3 ▸ group Risks Related to Our Financial Position and Capital Requirements● ● ● 3 ▸ group Risks Related to Our Intellectual Property and Information Technology● ● ● 3 ▸ group Risks Related to Our Operating as a Public Company● ● ● 3 ▸ group Risks Related to Our Operations and Infrastructure● ● ● 3 ▸ group Risks Related to the Development of Electrification Technology● ● ● 3 ▸ Sales of substantial amounts of our common stock in the public markets or the perception that sales might occur, could cause the trading price of our common stock to decline.● ● ● 3 ▸ The market for regional air mobility has not been established with precision, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.● ● ● 3 ▸ The operation of aircraft is subject to various risks, and we expect demand for our air mobility services to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft.● ● ● 3 ▸ The requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members.● ● ● 3 ▸ The success of our business will be highly dependent on our ability to effectively market and sell our air mobility solutions as a substitute for alternate methods of transportation.● ● ● 3 ▸ These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our Board or management.● ● ● 3 ▸ Unsatisfactory safety performance of our aircraft could have a material adverse effect on our business, financial condition and results of operations.● ● ● 3 ▸ We are dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting and/or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.● ● ● 3 rw ▸ We are exposed to operational disruptions due to maintenance.● ● ● 3 ▸ We are exposed to the impact of rising inflation rates, which could negatively affect our results of operations and our ability to invest and hold our cash.● ● ● 3 ▸ We are subject to legal, regulatory and physical risks associated with the environment and climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.● ● ● 3 rw ▸ We do not intend to pay cash dividends for the foreseeable future.● ● ● 3 ▸ We expect to face intense competition in the regional air mobility industry.● ● ● 3 ▸ We have previously defaulted on our debt and other obligations and there can be no assurance that we will be able to fulfill our obligations under any current or future indebtedness we may incur.● ● ● 3 ▸ We may be subject to securities litigation, which is expensive and could divert management attention.● ● ● 3 ▸ We may be unable to comply with relevant regulations applicable to our on-demand business.● ● ● 3 ▸ We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.● ● ● 3 ▸ We may be unable to obtain or maintain relevant regulatory approvals for the commercialization of our electrification of aircraft.● ● ● 3 ▸ We may be unable to reduce end-user pricing for our air mobility services over time at rates sufficient to stimulate demand and drive expected growth for our air mobility services.● ● ● 3 ▸ We may fail to continue to meet the requirements necessary to operate our air services.● ● ● 3 ▸ We may incur substantial maintenance costs as part of our leased aircraft return obligations.● ● ● 3 ▸ We may never realize the full value of our intangible assets or our long-lived assets causing us to record impairments that may negatively affect our financial condition and operating results.● ● ● 3 ▸ We must comply continuously with Fitness and Citizenship requirements administered by the DOT to perform scheduled air transportation.● ● ● 3 ▸ We will need to improve our financial and operational systems to manage our growth effectively and support our business arrangements, and an inability to do so could harm our business, financial condition and results of operations.● ● ● 3 
