Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

    Date of Report (Date of earliest event reported): December 10, 2024

   

GLOBAL CROSSING AIRLINES GROUP INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-56409	86-2226137
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4200 NW 36th Street, Building 5A Miami International Airport
Miami, Florida		33166
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 786 751-8503

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	JETMF	OTCQB
Class B common stock, par value $0.001 per share	JET.B	Cboe Canada Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


ITEM 5.02	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

At the Annual Meeting of Stockholders of Global Crossing Airlines Group Inc. (the “Company”) held on November 22, 2024 (the “2024 Annual Meeting”), the number of proxy votes withheld for the election of Mr. Paul Martins as a director was greater than the votes in favor. As a result, in accordance with the Company’s Majority Voting Policy, Mr. Martins tendered his resignation as a director of the Company. In accordance with the Policy, the Board, upon recommendation of the Company’s Corporate Governance and Nominating Committee, made a determination to accept Mr. Martins resignation. Mr. Martins’ resignation was not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

Item 8.01. Other Events

On December 11, 2024, the Company issued a press release relating to this announcement of Mr. Martins resignation. A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01 Exhibits.

99.1 Press release of the Company, dated December 11, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			GLOBAL CROSSING AIRLINES GROUP INC.

Date:	December 11, 2024	By:	/s/ Ryan Goepel
		Name: Title:	Ryan Goepel President and Chief Financial Officer

      
Exhibit 99.1

NEWS RELEASE

Global Crossing Airlines Announces Director Resignation

MIAMI, FLORIDA, December 11, 2024 – Global Crossing Airlines Group, Inc. (JET: NEO; JET.B: NEO; JETMF: OTCQB) (the “Company” or “GlobalX”) announces that Mr. Paul Martins has tendered his resignation as a director of the Company and such resignation has been accepted by the Board of Directors of the Company (the “Board”).

At the Company’s Annual General Meeting held on November 22, 2024, the number of proxy votes withheld for the election of Mr. Martins as a director was greater than the votes in favor. As a result, in accordance with the Company’s Majority Voting Policy, Mr. Martins tendered his resignation as a director of the Company. In accordance with the Policy, the Board, upon recommendation of the Company’s Corporate Governance and Nominating Committee, made a determination to accept Mr. Martins resignation.

About Global Crossing Airlines

GlobalX is a US 121 domestic flag and supplemental airline flying the Airbus A320 family of aircraft. The Company’s services include domestic and international ACMI and charter flights for passengers and cargo throughout the US, Caribbean, Europe, and Latin America. GlobalX is IOSA certified by IATA and holds TCO’s for Europe and the UK.

For more information, please contact:

Company Contact

Ryan Goepel, President & CFO

Tel: (720) 330-2829

Investor Relations Contact

Sean Mansouri, CFA or Aaron D’Souza

Email: JET@elevate-ir.com

Cautionary Note Regarding Forward-Looking Information

This news release contains certain “forward looking statements” and “forward-looking information”, as defined under applicable United States and Canadian securities laws, concerning anticipated developments and events that may occur in the future. Forward-looking statements contained in this news release include, but are not limited to, statements with respect to the Company’s aircraft fleet size, the destinations that the Company intends to service, the delivery and entry into service timelines for future aircraft and the Company’s growth plans.

In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking statements contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of financing to continue airline operations, the accuracy, reliability and success of GlobalX’s business model; GlobalX’s ability to accurately forecast demand; GlobalX will be able to successfully conclude definitive agreements for transactions subject to LOI; the timely receipt of governmental approvals; the success of airline operations of GlobalX; GlobalX’s ability to successfully enter new geographic markets; the legislative and regulatory environments of the jurisdictions where GlobalX will carry on business or have operations; the Company has or will have sufficient aircraft to provide the service; the impact of competition and the competitive response to GlobalX’s business strategy; the future price of fuel, and the availability of aircraft. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include risks related to, the ability to obtain financing at acceptable terms, the impact of general economic conditions, risks related to supply chain and labor disruptions, failure to retain or obtain sufficient aircraft, domestic and international airline industry conditions, failure to conclude definitive agreements for transactions subject to LOI, the effects of increased competition from our market competitors and new market entrants, passenger demand being less than anticipated, the impact of the global uncertainty created by COVID-19, future relations with shareholders, volatility of fuel prices, increases in operating costs, terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to the airline industry, risks associated with doing business in foreign countries, the ability of management to implement GlobalX’s operational strategy, the ability to attract qualified management and staff, labor disputes, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits; risks related to significant disruption in, or breach in security of GlobalX’s information technology systems and resultant interruptions in service and any related impact on its reputation; and the additional risks identified in the "Risk Factors" section of the Company's reports and filings with applicable Canadian securities regulators and the U.S. Securities and Exchange Commission. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in the forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements are made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update any forward-looking statements. If GlobalX does update one or more forward-looking statements, no inference should be made that it will make additional updates with respect to those or other forward-looking statements.

Document and Entity Information	Dec. 10, 2024
Document Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001846084
Document Type	8-K
Document Period End Date	Dec. 10, 2024
Entity Registrant Name	GLOBAL CROSSING AIRLINES GROUP INC.
Entity Incorporation State Country Code	DE
Entity File Number	000-56409
Entity Tax Identification Number	86-2226137
Entity Address, Address Line One	4200 NW 36th Street
Entity Address, Address Line Two	Building 5A
Entity Address, Address Line Three	Miami International Airport
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33166
City Area Code	786
Local Phone Number	751-8503
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common stock, par value $0.001 per share
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	JETMF
Security Exchange Name	NONE
Class B common stock, par value $0.001 per share
Document Information [Line Items]
Title of 12(b) Security	Class B common stock, par value $0.001 per share
Trading Symbol	JET.B
Security Exchange Name	NONE