Two share issues in three months to pay the licence fee: the price slips below market

If you have a third-party platform in-house — the data environment your own application runs on, the layer that holds your archives together — and a contract that expires in three or four years, there is one line almost nobody asks to see during the negotiation: how the licence fee gets paid when cash runs short. This is not procurement pedantry. It is the line that decides whether, in the difficult quarters, your supplier quietly becomes a creditor who settles in pieces of the company, at a price it declares itself.

In the United States that line can be read: whoever applies it must file it. On 30 September 2026 Surf Air Mobility Inc. (NYSE: SRFM) filed with the SEC a 424B5 prospectus supplement (accession 0001936224-26-000013) for the issuance of 4,644,922 shares to Palantir Technologies Inc., “as consideration for license fees and related professional services rendered by Palantir”. We wrote about that contract in August: today we count the instalments.

Three settlements, three rates

The Form 10-Q at 30 June 2026, Note 10, declares two amounts. For 2025: “the Company settled $11.8 million in invoiced amounts from Palantir through the issuance of 3,769,385 shares” — an average of $3.13 per share. For the first half of 2026: “the Company settled $5.0 million in invoiced amounts from Palantir through the issuance of 4,761,905 shares” — $1.05 per share on the figure the 10-Q rounds: the last reported sale price of 23 June, on the cover of the 26 June prospectus.

That June prospectus, however, declares no price at all: we searched the entire document, and THE OFFERING carries only the number of shares and the total outstanding after the issuance. The rate has to be reconstructed from a report six weeks later.

The September prospectus does declare it: “Palantir Issuance 4,644,922 shares of common stock at a price of $0.97 per share of common stock”. Of the two 2026 Palantir prospectuses, it is the only one that puts the per-share price in the document of the transaction itself, not in a later report.

The discount, measured in shares

The same cover page reports the market price: “On September 28, 2026, the last reported sale price for our common stock on the NYSE was $1.19 per share”. The comparison is ours; the prospectus does not make it.

Value of the issuance at the declared rate: 4,644,922 × $0.97 = $4,505,574.34.
The same shares at the market price: 4,644,922 × $1.19 = $5,527,457.18.
The rate sits 18.5% below the market: 1 − (0.97 ÷ 1.19).

Put back into shares: to settle that $4,505,574.34 at the 28 September price, 3,786,197 shares would have sufficed. 4,644,922 were delivered, 858,725 more. “Delivery of the shares of common stock to Palantir is expected to be made on or about September 29, 2026”, says the cover; the following day an 8-K (accession 0001936224-26-000014) files under Item 8.01 the legal opinion of Gibson, Dunn & Crutcher as Exhibit 5.1. That the shares end up registered, and therefore saleable, is no courtesy: PLAN OF DISTRIBUTION states that “the registration of the shares … satisfies our contractual obligation to do so”. The supplier had that obligation written into the contract.

The gap is no supplier privilege: the 424B5 of 21 April 2026 placed shares with institutional investors “at a price of $1.10 per share” against a market price of $1.36 — 19.1% below, very nearly the same gap.

The bill for everyone already in

The prospectuses give the numbers. Outstanding at 23 June 2026: 106,232,689. At 28 September: 128,203,808. After the 29 September issuance: 132,848,730.

Increase in a little over three months: 26,616,041 shares, 25.05%.
The two issuances to Palantir — 4,761,905 + 4,644,922 = 9,406,827 — account for 35.3% of that increase.
Anyone holding 1.00% on 23 June who bought nothing now holds 0.80%: a fifth of the stake gone, without doing anything.

And the supplier’s own stake? The Schedule 13G filed by Palantir on 1 July photographs 24 June: 8,248,989 shares, sole voting and sole dispositive power, “Based on 110,994,594 shares of common stock outstanding, as stated by the Issuer in a Prospectus Supplement filed on June 26, 2026: 7.4%”. If none of those shares had since been sold — a hypothesis, not a fact — 8,248,989 + 4,644,922 = 12,893,911 out of 132,848,730 would come to 9.7%.

The day before, another payment in shares

On 28 September, two days earlier, another 8-K (accession 0001936224-26-000010) announced that the chief financial officer, Oliver Reeves, is leaving. Among the exit terms: $650,000 in cash over twelve months, COBRA for up to 18 months, acceleration of all equity awards, an advisory engagement at $240,000 a year, and “a one-time, fully vested award of shares … in an amount equal to $732,329, divided by the closing price … on the third (3rd) day following the Company’s earnings release for the quarter ended September 30, 2026”.

This is not an accusation, it is a counterpoint: two payments in shares twenty-four hours apart, and only one carries a written rule for turning an amount into securities. For the departing executive, the amount divided by the closing price on a day fixed in advance. For the licence fee, $0.97 and nothing further.

What we do not know

We do not know whether Palantir has sold any shares: 13G filings record quantities on a given date, not transactions, and the 9.7% remains a conditional calculation, not an established holding. We have not searched for Palantir communications beyond the filings cited here, and we do not claim that none exist. We do not know the mechanism that produces $0.97: the figure appears exactly once in the entire prospectus, in THE OFFERING, with no calculation rule, no reference window and no declared discount. We do not have the licence agreement, never filed in full: we read its summaries in the financial reports. And the prospectus does not say which invoices those shares settle: at 30 June the 10-Q declared $14.8 million in remaining commitments, of which $7.8 million already prepaid in shares, under a contract running to 30 June 2030.

The three lines to insist on before signing

Anyone buying a multi-year platform has three questions to put in writing, none about the list price. First: can the consideration be satisfied in instruments other than money — shares, units, convertible receivables — and whose choice is that? Second: who sets the conversion value, against which market reference and over which window, and does the rule sit in the contract or get decided case by case? Third: what happens to access, data, models and continuity if the customer can pay neither in cash nor in securities? These are the twin questions of what happens when the compensation is a stake in the company itself. Meanwhile the same prospectus warns: the auditor’s report “contains an explanatory paragraph relating to the Company’s ability to continue as a going concern”.

The two axes, applied

Complying. Non-monetary payment clauses become a control that runs over your own contracts: for every critical supplier, whether an option to settle in securities exists at all, who may exercise it, under which conversion rule, within which thresholds, and with an alert at every instalment — a dated trail to show a board of statutory auditors, an external auditor or an inspection. A rule written in advance is worth more than a number declared after the event.

Deciding. The same installation unifies contracts, suppliers, archives and management systems into a single operating model on which AI agents carry out decisions with a human operator in command — for large enterprises, defence, public administration and healthcare — in two delivery modes: on-premise on self-contained machines that need no deep integration into your network, or a dedicated cloud with a dedicated VPN and the data centre in Italy, always with shared management. An instalment in shares is stopped only if somebody sees it before it leaves.

From the first session, at no cost, you get the dated register of non-monetary payment clauses in your critical contracts: who may exercise them, under which rule, at which deadlines — empty boxes included. It stays with you whether or not we go on. Talk to one of our engineers, or see how we work on contractual documents.