---
title: "A licence paid in shares: the platform supplier owns 7.4% of its customer"
description: "On 10 August 2026 Surf Air Mobility announces its partnership with a US data-analytics software company; the 10-Q filed the same day shows the licence paid in shares, and a July 13G shows the 7.4% stake."
url: https://csidia.com/en/notes/licenza-pagata-in-azioni-quota-del-fornitore/
lang: en
date: 2026-08-11
label: "Partnerships"
publisher: CSIDIA S.r.l. (https://csidia.com/)
italiano: https://csidia.com/note-operative/licenza-pagata-in-azioni-quota-del-fornitore/
---

# A licence paid in shares: the platform supplier owns 7.4% of its customer

Can a software vendor be paid in shares of the subsidiary that owns the product it sells you, rather than of the listed parent? The filings of a company based in Hawthorne, California, answer yes. The company: **Surf Air Mobility Inc.** (NYSE: SRFM), a regional aviation operator building the **SurfOS** platform. The vendor: **a US data-analytics software company**.

## The press release and the filing, same day

On 10 August 2026 Surf Air filed a **Form 8-K** (accession 0001193125-26-342443) with its second-quarter results — revenue of $29.5 million, a net loss of $28.1 million, an Adjusted EBITDA loss of $10.5 million; signed by CEO **Deanna White**. Among the "Q2 2026 Business Highlights", "SurfOS Software" states: "Announced Wheels Up as the launch customer for Enterprise BrokerOS, Surf Air Mobility's first SurfOS enterprise software contract, worth up to $12 million over the initial three-year contract term" and "Expanded the Company's partnership with [the vendor] … These resources participate directly in the SurfOS enterprise sales process".

But the 8-K classifies the release under **Item 2.02**: the information "are furnished herewith and shall not be deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934". The line about the partnership is *furnished*, not *filed* — the same distinction isolated in [a release that spoke antitrust while the filing spoke national security](https://csidia.com/en/notes/archer-boeing-antitrust-e-sicurezza-nazionale). The real terms sit in the **Form 10-Q** filed the same day, *filed* in full.

## Five agreements, nine years, one equity clause

The 10-Q says that, from 18 May 2021 and modified in July 2025, November 2025 and June 2026, Surf Air and the platform vendor executed "five agreements … to license a suite of software for a combined term of nine years": $11.0 million for the initial term (18 May 2021 to 30 June 2023) and $40.2 million for the enterprise phase (1 July 2023 to 30 June 2030), "for a total cost of $51.2 million". Only $3.4 million had been capitalised by 30 June 2026. In 2025 Surf Air settled $11.8 million in the vendor's invoices with 3,769,385 of its own shares; in the first half of 2026, another $5.0 million with 4,761,905 shares. What remains: "$14.8 million in remaining commitments … of which $7.8 million has been prepaid through the issuance of shares".

The July 2025 modification makes Surf Air "[the vendor]'s exclusive partner … to part 135 operators and charter brokers", with the ability to "sub-license certain of its rights … to third-party clients" — and introduces the key clause: "[The vendor] has the right to receive equity in Surf Air Technologies, Inc., a wholly owned subsidiary of the Company … versus that of the Company, at its election": the vendor can be paid in the software-owning subsidiary's shares instead of the parent's.

The same modification closes the joint venture announced on 9 August 2024, never consummated, for which Surf Air had set up **Surf Air Technologies**. The 10-Q says so: "In lieu of the consummation of the JV Agreement, on July 2, 2025, the Company and [the vendor] modified their existing software license agreement" — a contract in place of the announcement.

## The vendor turned shareholder

On 26 February 2024 the vendor declared 5,205,492 shares as of 15 February — 7.1% — including "1,851,852 shares … received … as payment for certain outstanding receivables". A 13G/A filed on 15 May 2026 records the stake as of 31 March: 3,487,084 shares, 3.5% of 100,396,873 outstanding — 1,718,408 fewer than in February 2024, and the filings do not say why. The 13G of 1 July captures 24 June: 8,248,989 shares, 7.4% of 110,994,594, with sole voting and dispositive power. The arithmetic is ours: 3,487,084 plus the 4,761,905 shares issued in June makes 8,248,989 — one invoice payment took the stake from 3.5% to 7.4%.

## How the shares become tradeable

The **424B5** prospectus of 26 June 2026 explains it: the shares are offered "as consideration for license fees and related professional services rendered by [the vendor]", and "We will not receive any cash proceeds". Reference price: "the last reported sale price … was $1.05 per share" on 23 June 2026. Back in November 2025, the shares delivered were worth $3.32 each: one million registered, plus another 881,579 "on an unregistered basis", for roughly $6.0 million. In seven months the price fell by two thirds, so the same invoice is settled with more than three times the shares.

## A balance sheet with no software segment, and a warning

The same 10-Q carries a heavy warning: "These factors raise substantial doubt about the Company's ability to continue as a going concern." Under Note 14 it states that it operates "as a single operating and reportable segment, namely its Air Mobility segment", with revenue from two categories — Scheduled Air Service and On-Demand: not that software revenue is zero, but that the accounts show no software segment, and neither declared category is one.

## One contract, two figures

The press release presents the Wheels Up deal as "worth up to $12 million over the initial three-year contract term". The **8-K of 25 June 2026** instead describes the **Master Subscription Agreement**: two years fixed for $8.0 million, "and an optional one-year extension, for which Wheels Up will pay the Company an additional fee of $4.2 million". The third year is an option, not a commitment. By comparison: $51.2 million over nine years to the platform vendor, $14.8 million still outstanding.

[See the service](https://csidia.com/en/solutions/document-compliance) · [Talk to an engineer](https://csidia.com/en/contact)

## What we do not know

We do not know whether the platform vendor has sold shares: the 13Gs record quantities on different dates, not trades. We have not run an exhaustive search of the vendor's communications and do not claim none exist; the economic terms can be read in Surf Air's filings, because Surf Air, not the vendor, must file them — an asymmetry of size, not of reticence. We do not know the text of the licence agreement, only the filings' summaries. And we do not know what happens to an end customer's instance if the contract ended: the same gap measured in [an audit with no exit strategy from a critical supplier](https://csidia.com/en/notes/audit-wfp-nessuna-strategia-di-uscita).

## The question for the buyer

Buying application software almost always means buying a configuration layer on top of someone else's platform — the same question raised by [who owns the ontology a supplier builds over a company's data](https://csidia.com/en/notes/palantir-mercury-ontologia-di-chi-e). Before signing, a buyer needs written answers: which third-party platform the service runs on, under licence or sub-licence; how long the upstream licence runs and what happens when it expires; whether the vendor is exclusive in a market; whether the licensor holds a stake in the vendor, convertible into the product-owning subsidiary's shares; and who owns the model and data submitted if the vendor is in going concern doubt.

## Sources

- [Form 8-K, 10 August 2026 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/1936224/000119312526342443/srfm-20260810.htm)
- [Exhibit 99.1, press release dated 10 August 2026](https://www.sec.gov/Archives/edgar/data/1936224/000119312526342443/srfm-ex99_1.htm)
- [Form 10-Q as of 30 June 2026](https://www.sec.gov/Archives/edgar/data/1936224/000119312526342741/srfm-20260630.htm)
- [Schedule 13G of the platform vendor, 1 July 2026](https://www.sec.gov/Archives/edgar/data/1936224/000132165526000036/primary_doc.xml)
- [Schedule 13G/A of the platform vendor, 15 May 2026](https://www.sec.gov/Archives/edgar/data/1936224/000132165526000030/primary_doc.xml)
- [Prospectus 424B5, 26 June 2026](https://www.sec.gov/Archives/edgar/data/1936224/000119312526285537/srfm_pro_supp_palantir_0.htm)
- [Form 8-K, 25 June 2026 (Wheels Up agreement)](https://www.sec.gov/Archives/edgar/data/1936224/000119312526281901/srfm-20260622.htm)

Note by CSIDIA S.r.l. (Vignola, MO, Italy): https://csidia.com/en/notes/licenza-pagata-in-azioni-quota-del-fornitore/ · Who we are and what we do: https://csidia.com/en/at-a-glance/ · engagement@csidia.com