JETMF 10-Q
Global Crossing Airlines Group Inc. (JETMF)
ESPP
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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(Address of principal executive office) |
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(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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[X] |
Smaller reporting company |
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Emerging growth company |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [
The number of shares outstanding of the registrant’s Common Stock as of August 11, 2026 was 67,968,093 shares, consisting of
GLOBAL CROSSING AIRLINES GROUP INC.
Form 10-Q
Period Ended June 30, 2026
Index
2
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share quantities)
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June 30, 2026 |
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December 31, 2025 |
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(Unaudited) |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net of allowance for credit losses |
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Prepaid expenses and other current assets |
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Current assets held for sale |
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Total Current Assets |
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Property and equipment, net |
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Finance leases, net |
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Operating lease right-of-use assets |
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Deposits |
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Other assets |
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Total Assets |
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$ |
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$ |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Deferred revenue |
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Customer deposits |
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Current portion of note payable |
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Current portion of long-term operating leases |
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Current portion of finance leases |
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Total current liabilities |
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Other liabilities |
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Note payable, net of unamortized debt issuance costs |
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Long-term operating leases |
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Long-term finance leases |
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Other liabilities |
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Total other liabilities |
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Total Liabilities |
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$ |
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$ |
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(Note 9) |
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Stockholders' Equity (Deficit) |
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Common Stock |
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$ |
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$ |
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$ |
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Additional paid-in capital |
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Retained deficit |
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Total Company's stockholders’ deficit |
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Noncontrolling interest |
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Total stockholders’ deficit |
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Total Liabilities and Deficit |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
3
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except share and per share amounts)
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Three Months Ended June 30, 2026 |
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Three Months Ended June 30, 2025 |
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Six Months Ended June 30, 2026 |
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Six Months Ended June 30, 2025 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Operating Expenses |
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Salaries, Wages, & Benefits |
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Aircraft Fuel |
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Maintenance, materials and repairs |
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Depreciation and amortization |
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Contracted ground and aviation services |
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Travel |
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Insurance |
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Aircraft Rent |
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Other |
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Total Operating Expenses |
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$ |
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$ |
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$ |
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$ |
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Operating Income |
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Non-Operating Expenses |
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Interest Expense |
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Gain on Settlement |
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Total Non-Operating Expenses |
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(Loss) Income before income taxes |
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Income tax expense |
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Net (Loss) Income |
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( |
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Net (Loss) Income attributable to Noncontrolling Interest |
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( |
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Net (Loss) Income attributable to the Company |
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(Loss) Income per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average number of shares outstanding |
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Weighted-average shares outstanding—Diluted |
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See accompanying notes to condensed consolidated financial statements.
4
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(UNAUDITED)
(In thousands, except shares quantities)
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Common Stock Number of Shares |
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Amount |
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Additional Paid in Capital |
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Retained Deficit |
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Total |
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Noncontrolling Interest |
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Total |
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Beginning – January 1, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Issuance of shares – options exercised |
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— |
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— |
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— |
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Issuance of shares – share based compensation on RSUs |
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— |
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— |
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Income for the period |
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— |
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— |
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— |
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Issuance of shares - ESPP |
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— |
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— |
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— |
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Ending – March 31, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Issuance of shares – options exercised |
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— |
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— |
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— |
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Issuance of shares – share based compensation on RSUs |
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— |
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— |
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Issuance of shares - ESPP |
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— |
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— |
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— |
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Proceeds from disgorgement of stockholders' short-swing profits (Note 11) |
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— |
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— |
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— |
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— |
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Dividends |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Income for the period |
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— |
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— |
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— |
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Ending – June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common Stock Number of Shares |
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Amount |
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Additional Paid in Capital |
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Retained Deficit |
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Total |
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Noncontrolling Interest |
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Total |
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Beginning – January 1, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Issuance of shares - share based compensation on RSUs |
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— |
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— |
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Income for the period |
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— |
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— |
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— |
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Ending – March 31, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
( |
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Issuance of shares - share based compensation on RSUs |
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— |
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— |
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Issuance of shares - ESPP |
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— |
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— |
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— |
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Dividends |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Loss for the period |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Ending – June 30, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
5
GLOBAL CROSSING AIRLINES GROUP INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
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For The Six Months Ended June 30, |
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2026 |
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2025 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net Income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization expense |
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Credit losses |
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Loss on sale of spare parts |
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Amortization of debt issue costs |
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Amortization of operating lease right of use assets |
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Share-based payments |
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Interest on finance leases |
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Changes in assets and liabilities: |
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Accounts receivable |
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Assets held for sale |
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Prepaid expenses and other current assets |
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( |
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( |
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Accounts payable |
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Accrued liabilities, deferred revenue and customer deposits |
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( |
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Operating lease obligations |
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( |
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( |
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Other liabilities |
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( |
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( |
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Net cash provided by operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Deposits, deferred costs and other assets |
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( |
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( |
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Purchases of property and equipment |
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( |
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( |
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Net cash used in investing activities |
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( |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Principal payments on finance leases |
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( |
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( |
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Principal payments on note payable |
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( |
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— |
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Proceeds on issuance of shares |
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Dividends |
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( |
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( |
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Proceeds from disgorgement of stockholders' short-swing profits |
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- |
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Net cash used in financing activities |
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( |
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( |
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Net (decrease) increase in cash, cash equivalents, and restricted cash |
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( |
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Cash, cash equivalents and restricted cash - beginning of the period |
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Cash, cash equivalents and restricted cash - end of the period |
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$ |
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$ |
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Non-cash investing and financing activities |
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Reclass of Property and equipment to Accounts receivable (aircraft receivable) and Prepaid expenses and other current assets (deferred maintenance) |
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$ |
- |
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$ |
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Right-of-use (ROU) assets acquired through operating leases |
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$ |
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$ |
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Right-of-use (ROU) assets reclassification of existing lease |
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$ |
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$ |
- |
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Aircraft acquired through finance leases |
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$ |
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$ |
- |
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Equipment acquired through finance leases |
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$ |
- |
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$ |
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Cash paid for |
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Interest |
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$ |
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$ |
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See accompanying notes to condensed consolidated financial statements.
6
GLOBAL CROSSING AIRLINES GROUP INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Item 1 - Financial Statements
Global Crossing Airlines Group Inc. (the “Company” or “GlobalX”), as its principal business activity, provides passenger and cargo aircraft to customers through aircraft operating service agreements, including crew, maintenance and insurance (“ACMI”) and charter services (“Charter”) serving the United States, Europe, Canada, the Caribbean Islands, and Central and South America.
The condensed consolidated financial statements include the accounts of the Company, and its subsidiaries, Global Crossing Airlines, Inc. and Global Crossing Airlines Operations, LLC (collectively “GlobalX USA”), Global Crossing Airlines Holdings, Inc, GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC (“GlobalX Tours”), MSN 3101 Acquisition LLC (“MSN 3101”) and Charter Air Solutions, LLC (“Top Flight”). All intercompany transactions and balances have been eliminated on consolidation.
The accompanying unaudited condensed consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2026, and its results of operations for the three and six months ended June 30, 2026, and its cash flows for the six months ended June 30, 2026. The condensed consolidated balance sheet at December 31, 2025, was derived from the Company’s audited annual consolidated financial statements but does not contain all of the footnote disclosures from such audited annual consolidated financial statements. The condensed consolidated financial statements should be read in conjunction with such audited consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which includes additional disclosures and a summary of our significant accounting policies.
The Company's quarterly results are subject to seasonal and other fluctuations and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.
The condensed consolidated financial statements have been prepared in conformity with GAAP on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of June 30, 2026, the Company had a working capital deficit of $
2. NEW ACCOUNTING STANDARDS
Recently Issued Accounting Standards
In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures. The standard requires disclosure of certain prescribed costs and expenses within the notes to consolidated financial statements. ASU No. 2024-03 becomes effective for the Company’s 2027 Annual Report on Form 10-K. The standard only impacts required disclosures and will not impact the Company’s financial position, results of operations, or cash flows. The Company is currently evaluating the impact of ASU No. 2024-03 on its disclosures.
7
In July 2025, the FASB issued – Financial Instruments—Credit Losses. This update provides all entities with a practical expedient in developing reasonable and supportable forecasts as part of estimating expected credit losses. Under the practical expedient, an entity may assume that current conditions as of the balance sheet date do not change for the remaining life of the financial asset. The Company
3. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Deferred maintenance, current portion |
|
$ |
|
|
$ |
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Lessor maintenance deposits |
|
|
|
|
|
|
||
Prepaid expenses and other current assets |
|
$ |
|
|
$ |
|
||
The increase in prepaid expenses and other current assets from December 31, 2025 to June 30, 2026 was primarily attributable to the reclassification of $
4. PROPERTY AND EQUIPMENT, NET
Property and equipment are recorded at cost at the acquisition date of such property or equipment and depreciated on a straight-line basis to an estimated residual value over their estimated useful lives or lease term for leasehold improvements on operating leases, whichever is shorter, as follows:
Leasehold Improvements, Aircraft, other
Office and Ground Equipment
Computer Hardware and Software
Property and Equipment under Finance Leases
Rotable Parts Average remaining life of aircraft fleet, currently estimated to be
Airframe
Engines Average remaining life of aircraft fleet associated to the engines, currently estimated to be
Modifications that enhance the operating performance or extend the useful lives of leased airframes are considered leasehold improvements and are capitalized and depreciated over the economic life of the asset or the term of the lease, whichever is shorter.
The Airframe and Engines of the Company have an estimated salvage and residual value of $
The components of property and equipment, net are as follows (in thousands):
8
|
|
|
|
|
|
|
||
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Rotable Parts |
|
$ |
|
|
$ |
|
||
Engines |
|
|
|
|
|
|
||
Leasehold Improvements, Aircraft, Other |
|
|
|
|
|
|
||
Airframe |
|
|
|
|
|
|
||
Office and Ground Equipment |
|
|
|
|
|
|
||
Computer Hardware and Software |
|
|
|
|
|
|
||
Less: Accumulated Depreciation |
|
|
( |
) |
|
|
( |
) |
Total Property and Equipment, Net |
|
$ |
|
|
$ |
|
||
During the three and six months ended June 30, 2026, depreciation of property and equipment was $
During the three and six months ended June 30, 2025, depreciation of property and equipment was $
Deferred Maintenance
The Company capitalizes costs associated with certain major maintenance events, including engine overhauls and heavy airframe checks, and amortizes those costs on a straight-line basis over the estimated period benefited, generally through the date of the next scheduled major maintenance event. Amortization of deferred maintenance is included within "Depreciation and amortization" in the accompanying condensed consolidated statements of operations and within "Depreciation expense and amortization" in the accompanying condensed consolidated statements of cash flows.
During the three and six months ended June 30, 2026, amortization of deferred maintenance was $
During the three and six months ended June 30, 2025, amortization of deferred maintenance was $
5. NOTES PAYABLE
On August 2, 2023, and December 21, 2023, the Company consummated the placement of $
The terms of the Secured Notes include:
9
The Company determined that the terms of the warrants issued in the financing require such warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $
The debt issuance costs resulting from the warrants along with other direct costs of the financing will be amortized to interest expense using the effective interest method.
On July 11, 2025, MSN 3101 Acquisition LLC, a wholly owned subsidiary of the Company, consummated the Company’s first aircraft acquisition, an Airbus A320 (MSN 3101), currently operating in its fleet as N630VA and powered by two CFM56-5B engines. The aircraft was purchased from former lessor Falcon 2019-1 Aerospace Limited, and the lease agreement with Falcon 2019-1 Aerospace Limited was terminated simultaneously with the consummation of the purchase of the aircraft.
The purchase price of approximately $
The terms of the Loan Documents include monthly payments equal to (i) $
The Loan Documents include customary covenants including, maintenance of a “loan to value” ratio of at least
Notes Payable is comprised of the following (in thousands):
|
|
As of June 30, 2026 |
|
|
As of December 31, 2025 |
|
||
Secured Notes |
|
$ |
|
|
$ |
|
||
Loan Documents |
|
|
|
|
|
|
||
Less unamortized debt issuance costs, noncurrent |
|
|
( |
) |
|
|
( |
) |
Total carrying amount |
|
|
|
|
|
|
||
Less current maturities |
|
|
( |
) |
|
|
( |
) |
Total long-term Note Payable |
|
$ |
|
|
$ |
|
||
6. SHARE CAPITAL AND ADDITIONAL PAID IN CAPITAL
The Company has authorized share capital of
As of June 30, 2026, the Company had
All classes of common stock share equally in Dividend rights, liquidation preferences, redemption or call provisions, transfer restrictions or ownership limitations; and differences relate only to voting rights and conversion features.
Share issuance
During the three and six months ended June 30, 2026:
7. WARRANTS
10
The following is a summary of the warrant activity during the three and six months ended June 30, 2026:
|
|
Number of Share Purchase Warrants |
|
|
Weighted Average Exercise Price |
|
||
Outstanding January 1, 2026 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
- |
|
|
|
— |
|
Outstanding March 31, 2026 |
|
|
|
|
$ |
|
||
Issued |
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
Expired |
|
|
( |
) |
|
|
|
|
Outstanding June 30, 2026 |
|
|
|
|
$ |
|
||
As of June 30, 2026, the following share purchase warrants were outstanding and exercisable:
Outstanding |
|
|
Exercise Price |
|
|
Remaining life |
|
|
Expiry Date |
|||
|
|
|
$ |
|
|
|
|
|
||||
8. STOCK-BASED COMPENSATION
The maximum number of shares of common stock of the Company (the “Common Stock”) issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is
Stock options
The Company grants stock options to directors, officers, employees and consultants as compensation for services, pursuant to its Amended Stock Option Plan (the “Stock Option Plan”). The maximum exercise price per share shall not be less than the closing price of a share of Common Stock on the last trading day preceding the date on which the grant of options is approved by the Board of Directors. Options have a maximum expiry period of
As of and for the three and six months ended June 30, 2026, there were
The Company recognizes share-based payments expense for all stock options granted using the fair value-based method of accounting. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Common Stock, forfeiture rate, and expected life of the options.
There were
Restricted share units
The Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended RSU Plan (the “RSU Plan”). One restricted share unit has the same value as a share of Common Stock. The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion.
At the election of the Board of Directors, upon each vesting date, participants receive (a) the issuance of Common Stock from treasury equal to the number of RSUs vesting, (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a share of Common Stock, calculated as the closing price of the Common Stock on the OTCQB for the trading day immediately preceding such payment date, or (c) a combination of (a) and (b).
On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, then the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterpart asks for cash settlement.
11
The following is a summary of RSU activities for the three and six months ended June 30, 2026:
|
|
Number of RSUs |
|
|
Weighted average grant date fair value per RSU |
|
||
Outstanding January 1, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding March 31, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding June 30, 2026 |
|
|
|
|
$ |
|
||
During the three and six months ended June 30, 2026, the Company recognized total share-based payments expense with respect to RSUs and employees’ stock purchase plan of approximately $
During the three and six months ended June 30, 2025, the Company recognized total share-based payments expense with respect to RSUs and employees’ stock purchase plan of approximately $
As of June 30, 2026 and 2025, unrecognized compensation cost related to RSUs was $
Employee Stock Purchase Plan
In September 2021, the Board adopted the GlobalX 2021 Employee Stock Purchase Plan (“ESPP”). There are two offering periods during which the employees make contributions to the ESPP. The first offering period runs from May 16th to October 31st of each year and the second offering period runs from November 1st to May 15th of each year. Eligible employees may purchase a maximum of
At the Annual Meeting of Stockholders of the Company held on November 22, 2024, the Company’s stockholders approved an amendment to the ESPP. The amendment was approved by Company’s Board of Directors, subject to the approval of Company’s stockholders, and became effective with such stockholder approval on November 22, 2024.
As a result of the stockholder approval, the ESPP amendment increased the number of shares of Common Stock authorized for issuance under the plan by
During the three and six months ended June 30, 2026, the Company issued
During the three and six months ended June 30, 2025, the Company issued
As of June 30, 2026, and 2025, the Company had recognized total equity-based compensation cost related to the ESPP of approximately $
As of June 30, 2026 and 2025, accrued ESPP payroll contributions totaled approximately $
9. INCOME TAXES
The Company’s expected effective tax rate for the three and six months ended June 30, 2026, and 2025 was
12
10. COMMITMENTS AND CONTINGENCIES
The Company’s contractual obligations and commitments relate primarily to management and development services, lease arrangements, and financing arrangements.
On April 29, 2024, the Company entered into a lease agreement for
On June 6, 2025, the Company entered into a lease agreement for
On August 15, 2025, the Company entered into a lease agreement for
On August 15, 2025, the Company entered into a lease agreement for
On June 6, 2025, the Company entered into a lease agreement for
On June 6, 2025, the Company entered into a lease agreement for
On June 6, 2025, the Company entered into a lease agreement for
On May 11, 2026, the Company entered into a lease agreement for
On March 6, 2026, the Company entered into a lease agreement for
On December 11, 2025, the Company signed an amendment extending the term of
The following table sets forth the Company’s future minimum lease payments under finance lease liabilities and operating lease liabilities recorded, in thousands, on the Company’s condensed consolidated balance sheet as of June 30, 2026.
13
|
Finance Leases |
|
|
Operating Leases |
|
||
Remainder of 2026 |
$ |
|
|
$ |
|
||
2027 |
|
|
|
|
|
||
2028 |
|
|
|
|
|
||
2029 |
|
|
|
|
|
||
2030 |
|
|
|
|
|
||
2031 and thereafter |
|
|
|
|
|
||
Total minimum lease payments |
|
|
|
|
|
||
Less amount representing interest |
|
|
|
|
|
||
Present value of minimum lease payments |
|
|
|
|
|
||
Less current portion |
|
|
|
|
|
||
Long-term portion |
$ |
|
|
$ |
|
||
The table below presents information for lease costs related to the Company’s finance and operating leases (in thousands):
|
For The Three Months Ended June 30, |
|
|
For The Six Months Ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Finance lease cost |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of leased assets |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest of lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating lease cost (1) |
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease cost (2) |
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1)
(2)
The Company utilizes the rate implicit in the lease whenever it is easily determined. For leases where the implicit rate is not readily available, we utilize our incremental borrowing rate as the discount rate.
|
|
June 30, 2026 |
|
|
June 30, 2025 |
|
||
Weighted-average remaining lease term |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
||||
Finance leases |
|
|
|
|
||||
Weighted-average discount rate |
|
|
|
|
|
|
||
Operating leases |
|
|
% |
|
|
% |
||
Finance leases |
|
|
% |
|
|
% |
||
The table below presents cash and non-cash activities associated with our leases (in thousands):
|
|
For The Six Months Ended June 30 |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Financing cash flows from finance leases |
|
$ |
|
|
$ |
|
||
The Company is subject to various legal proceedings in the normal course of business and records legal costs as incurred. Management believes these proceedings will not have a materially adverse effect on the Company.
On May 15, 2023, the Company entered into an Ad Hoc Charter Services Agreement (the "AHCSA") with a broker-customer, pursuant to which the broker-customer made prepayments to the Company for future charter services. The AHCSA terminated on May 15, 2026. Following termination, a dispute arose regarding an uncredited prepayment balance of $
14
the Company asserted claims for breach of the AHCSA and breach of the implied covenant of good faith and fair dealing. The Company voluntarily dismissed the lawsuit without prejudice on June 4, 2026.
Because the settlement payments are non-interest-bearing and extend beyond one year, the Company determined that the resulting obligation should be recorded at its present value in accordance with ASC 835-30, Interest-Imputation of Interest, discounted using the Company’s incremental borrowing rate of
11. (LOSS) INCOME PER SHARE
Basic (loss) earnings per share ("EPS"), which excludes dilution, is computed by dividing Net (Loss) Income attributable to the Company by the weighted average number of Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock outstanding for the period. Diluted (loss) earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock were exercised or converted into Common Stock, Class A Non-Voting Common Stock, or Class B Non-Voting Common Stock. The number of incremental shares from the assumed issuance of shares relating to share-based awards is calculated by applying the treasury stock method. The Company computes EPS using the aggregate weighted-average common shares outstanding on a common-equivalent basis as the only difference between classes of shares is related to voting rights and conversion features, but the classes otherwise share equally in dividends and residual net assets on a per share basis.
The following table shows the computation of basic and diluted (loss) earnings per share for the three months ended June 30, 2026 (in thousands, except share and per share amounts):
|
|
Three Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net (Loss) Income Attributable to Common Stock Holders |
|
$ |
( |
) |
|
$ |
|
|
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Basic |
|
|
|
|
|
|
||
Dilutive effect of stock options, RSUs and warrants |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Diluted |
|
|
|
|
|
|
||
Basic (loss) earnings per share |
|
$ |
( |
) |
|
$ |
|
|
Diluted (loss) earnings per share (1) |
|
$ |
( |
) |
|
$ |
|
|
The following table shows the computation of basic and diluted earnings per share for the six months ended June 30, 2026 and 2025 (in thousands, except share and per share amounts):
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Numerator: |
|
|
|
|
|
|
||
Net Income Attributable to Common Stock Holders |
|
$ |
|
|
$ |
|
||
Denominator: |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Basic |
|
|
|
|
|
|
||
Dilutive effect of stock options, RSUs and warrants |
|
|
|
|
|
|
||
Weighted average common shares outstanding - Diluted |
|
|
|
|
|
|
||
Basic earnings per share |
|
$ |
|
|
$ |
|
||
Diluted earnings per share (1) |
|
$ |
|
|
$ |
|
||
15
(1)
12. RELATED PARTY TRANSACTIONS
Related parties and related party transactions impacting the condensed consolidated financial statements not disclosed elsewhere in these condensed consolidated financial statements are summarized below and include transactions with the following individuals or entities.
For the three and six month periods ended June 30, 2026 and 2025, the Company did
As described in Note 4 above, on August 2, 2023, and December 21, 2023, the Company issued an aggregate of $
During the three and six months ended June 30, 2025, Red Oak Partners LLC (“Red Oak Partners”), the Red Oak Fund, LP, The Red Oak Long Fund, LP, and David Sandberg (collectively, the "Reporting Persons") were Section 16 filers with respect to the securities of Global Crossing Airlines Group Inc. As disclosed in a Form 4 filing made by the Reporting Persons on December 24, 2024, several investment funds for which Red Oak Partners, LLC serves as the investment manager, each of which individually owns less than
The aforementioned purchase prices constitute the lowest purchase prices paid by the Investment Vehicles matched against the highest sale prices that the Investment Vehicles received for the sale of shares. Accordingly, the Reporting Persons delivered to the Company $
The Reporting Persons have advised the Company that the submission of payment by the Reporting Persons is not an admission that any such payment is required under Section 16(b) of the Securities Exchange Act of 1934, as amended, and the Reporting Persons reserve all of their rights with respect to such matter.
The Company recognized these proceeds as a capital contribution from stockholders and recorded an increase of $
13. ACCRUED LIABILITIES
Accrued liabilities consisted of the following as of June 30, 2026 and December 31, 2025, (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Salaries, wages and benefits |
|
$ |
|
|
$ |
|
||
Passenger Taxes |
|
|
|
|
|
|
||
Aircraft fuel |
|
|
|
|
|
|
||
Contracted ground and aviation services |
|
|
|
|
|
|
||
Maintenance |
|
|
|
|
|
|
||
Aircraft Rent |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Accrued liabilities |
|
$ |
|
|
$ |
|
||
14. REVENUE & CONTRACT LIABILITY
16
Deferred revenue for customer contracts represents amounts collected from, or invoiced to, customers in advance of revenue recognition. The balance of deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue.
Significant changes in our Deferred revenue liability balances during the six months ended June 30, 2026, and the year ended December 31, 2025, were as follows (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
|
|
|
|
|
||
Beginning Balance |
|
$ |
|
|
$ |
|
||
Revenue Recognized |
|
|
( |
) |
|
|
( |
) |
Amounts Collected or Invoiced |
|
|
|
|
|
|
||
Ending Balance |
|
$ |
|
|
$ |
|
||
15. SEGMENT INFORMATION
The Company’s business activity is providing customized, non-scheduled air transport services to customers. Management has structured the business model to derive revenue from customers from two types of contracts: (1) ACMI basis using wet-lease contracts to airlines and non-airlines, and (2) on a Charter basis, provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs.
The Company’s is the Chief Operating Decision Maker (“CODM”). The Company manages the business activities on a consolidated basis and operates in one reportable segment.
Significant expenses within net income or loss, which include operating expenses, are each presented separately on the Company’s Condensed Consolidated Statements of Operations. Other segment items within net income or loss include Interest Expense, Gain on settlement and Income tax expense. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total consolidated assets.
The following table presents revenue for the Company’s single reportable segment for the periods indicated (in thousands):
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
Consolidated Revenue |
|
$ |
|
$ |
|
$ |
|
$ |
P
The Company generates revenue from the following major product and service categories (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
Revenue |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Charter |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
ACMI |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Geographic information
Substantially all of the Company’s long-lived assets are located in the USA. Revenue by geographic area, based on the location of the customer, is as follows (in thousands):
17
|
|
Three Months Ended June 30, 2026 |
|
|
Six Months Ended June 30, 2026 |
|
||||||||||||||||||
|
|
United States |
|
|
Other |
|
|
Total |
|
|
United States |
|
|
Other |
|
|
Total |
|
||||||
Consolidated Revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Major customers:
For the three and six months ended June 30, 2026, one customer accounted for approximately
For the three and six months ended June 30, 2025, one customer accounted for approximately
Because the Company has only
16. SUBSEQUENT EVENTS
On March 6, 2026, the Company entered into a lease agreement for
18
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the Financial Statements included in Item 1 of this report and the consolidated financial statements and the related notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements.
Background
Certain Terms - Glossary
The following represents terms and statistics specific to our business and industry. They are used by management to evaluate and measure operations, results, productivity, and efficiency.
ACMI |
Service offering, whereby we provide outsourced cargo and passenger aircraft operating solutions, including the provision of an aircraft, crew, maintenance, and insurance, while customers assume fuel, demand and price risk. In addition, customers are generally responsible for landing, navigation and most other operational fees and costs. |
Block Hour |
The time interval between when an aircraft departs the terminal until it arrives at the destination terminal. |
Charter |
Service offering, whereby we provide cargo and passenger aircraft charter services to customers. The customer generally pays a fixed charter fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs.
|
Net Available Aircraft |
The number of aircraft available each month reduced by (netted) days the aircraft is unavailable due to various maintenance events or deliveries during a month. |
2Y Check |
“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every two years and can take from 20 – 40 days to complete. |
6Y Check |
“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every six years and can take from 45-75 days to complete. |
12Y Check |
“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every twelve years and can take from 60 – 100 days to complete. |
Heavy Maintenance |
Scheduled maintenance activities that are extensive in scope and are primarily based on time or usage intervals, which include, but are not limited to 2Y Checks, 6Y Checks, 12Y Checks and engine overhauls. In addition, unscheduled engine repairs involving the removal of the engine from the aircraft are considered to be Heavy Maintenance. |
Line Maintenance |
Maintenance events occurring during normal day-to-day operations.
|
Non-heavy Maintenance |
Discrete maintenance activities for the overhaul and repair of specific aircraft components, including landing gear, auxiliary power units and engine thrust reversers. |
Utilization |
The average number of Block Hours operated per day per aircraft. |
Business Overview
GlobalX operates a U.S. Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft, operating both passenger and cargo aircraft. GlobalX’s business model is to (1) provide services on an ACMI basis using wet-lease contracts to airlines and non-airlines, and (2) on a Charter basis, provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs. GlobalX operates within the United States, Europe, Canada, Central and South America.
Business Strategy
GlobalX intends to become the best-in-class U.S. narrow-body, ACMI charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground and maintenance teams and management staff.
GlobalX operates its A320 family aircraft for airlines, tour operators, college and professional sports teams, incentive groups, resorts and casino groups and government agencies. It is our goal to deliver best in class on time performance and dispatch reliability, expand existing relationships and develop additional relationships with leading charter/tour operators to provide aircraft during their peak seasons; and provide ad-hoc and track charter programs for non-airline customers.
18
Business Developments
During the six month period ended June 30, 2026, the Company devoted efforts towards our stated goal of creating the largest narrow body charter operation in North America generating sustainable, long-term profits. To achieve this goal, GlobalX continues to invest in its three key assets–certifications, aircraft, and crew.
GlobalX achieved the following during the six month period ended June 30, 2026:
The Cargo Charter Market
GlobalX added the A321F aircraft to its operating certificate during the first quarter of 2023. The Company believes that the A321F will eventually become a highly sought-after cargo aircraft as a replacement for the aging and retiring Boeing B757 freighter fleet. During the six months ended June 30, 2026, the Company had three cargo aircraft operating and had one temporarily parked. During the six months ended June 30, 2026, GlobalX's Block Hours operated decreased 34.9% compared to the same period in 2025. The cargo charter market continues to be soft due to general economic conditions and excess capacity in the North American freight market. This decreased activity level demonstrates that the cargo charter market continues to be a significant drag on earnings, primarily due to the low rates offered by brokers and customers and the relatively low utilization rates on a per-aircraft basis relative to the rates offered. The Company expects this dynamic to continue and, consequently, is exploring all options to mitigate future losses, including, but not limited to, leasing out engines, utilizing engines in its passenger fleet, parking aircraft, and/or returning one or more of its freighter aircraft to lessors.
The Passenger Charter Market
Unlike the cargo charter market, the passenger charter market continues to demonstrate strong demand and has served as the economic engine for GlobalX during the six months ended June 30, 2026. There are several macro factors, including the supply of aircraft, reduced direct competition, increased reliance on air charter by college sports teams, FIFA World Cup, and general increased customer demand, which are driving increased demand for our services. GlobalX anticipates the high level of demand will continue throughout 2026. To address this demand, the Company has prioritized the passenger charter market over the cargo charter market, devoted sales and operational resources to develop long-term relationships with key customers and looked to expand the markets served as opportunities arise.
GlobalX Aircraft Fleet
Critical to GlobalX’s business model is maintaining a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected what it believes to be the best overall single-aisle aircraft family to operate. This approach differs from that of traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating and maintenance costs. GlobalX conducted extensive research and determined the best aircraft to fly in competition with other narrow-body charter airlines in the single-aisle seat market selected the A320 aircraft family.
The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the Boeing-737 family of aircraft:
Cost and Operating factors: the A320 family of aircraft has lower fuel burn, and better aircraft and cockpit crew pool availability.
Operational Capability: the A320 family of aircraft has a range advantage over the Boeing-737 family of aircraft, and can fly non-stop from Miami to most airports throughout North America, South America and the Caribbean, and between most major destinations in Europe. The A320 has excellent maintenance dispatch reliability and strong availability of spare parts and components, making the A320, in management’s estimation, the most popular aircraft among low-cost airlines.
Passenger comfort: wider seat width, larger cargo bin volume for carry-on baggage and larger cargo hold volume.
Aircraft Maintenance
19
GlobalX expects to continue to outsource heavy maintenance checks to FAA-approved service providers. The 6Y Checks and 12Y Checks will be paid primarily by using funds from the accrued maintenance reserves paid to lessors under operating leases.
Strategy to Address Competitive Response
We expect the existing charter operators based in the U.S. to respond to GlobalX’s entry into the market by lowering their pricing to customers. The expected competitive response typically includes lowered ACMI rates for key contracts. We believe GlobalX’s existing relationships with potential customers and the underserved demand in the U.S., coupled with our newer planes allowing for a more cost-efficient operation, will allow us to address and respond to competitive pressures and grow our business.
Experienced Management Team
Our management team has extensive operating and leadership experience in the airfreight, airline, and aircraft leasing, maintenance, and management industries at companies such as Virgin America, American Airlines, US Airways, Atlas Air, DHL, FedEx, Emirates, North American Airlines, Miami Air, Spirit Airlines, Continental Airlines, Pan Am, and Flair Airlines, as well as the United States Army, and Air Force. In addition, our management team has a diversity of experience from other industries at companies such as KBR, Teladoc, Halliburton, Lehman Brothers, and the Burger King Corporation.
Results of Operations
Three months ended June 30, 2026 and 2025
Operating Revenue & Statistics
The analysis of GlobalX results for the three month period ended on June 30, 2026 and 2025 requires an understanding of how the Company fundamentally evolved during that time period. 2025 was the fourth year of full operations and was a period where the Company was focused on securing additional customers, entering additional markets and flying to new locations, primarily in the domestic and Caribbean markets and within the European market. As a growing company, we were also focused on operating effectively and efficiently.
In 2026, GlobalX continued expanding existing governmental agency relationships, acquired new partners, secured long-term cargo contracts, and continued its operations with existing airlines. Our key metrics are Block Hours flown and Block Hours flown per available aircraft, which are the measures by which the Company tracks commercial activity. While other airlines discuss available seat miles, revenue per available seat mile, and cost per available seat mile, these metrics are not germane to our business model as an ACMI and Charter operator. GlobalX charters the entire aircraft, does not take fuel risk, and does not take third-party risk; therefore, our results are evaluated on a Block Hour and Utilization basis.
Revenue & Statistics
The following table compares our Operating Fleet (average aircraft equivalents during the period) and total Block Hours operated:
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
Operating Fleet |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
A319 |
|
|
3.0 |
|
|
|
1.0 |
|
|
|
2.0 |
|
|
|
200 |
% |
A320 |
|
|
11.3 |
|
|
|
10.0 |
|
|
|
1.3 |
|
|
|
13.3 |
% |
A321 |
|
|
8.0 |
|
|
|
8.0 |
|
|
|
0.0 |
|
|
|
0.0 |
% |
Total Operating Average Aircraft Equivalents |
|
|
22.3 |
|
|
|
19.0 |
|
|
|
3.3 |
|
|
|
17.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Aircraft Available |
|
|
15.3 |
|
|
|
17.1 |
|
|
|
(1.8) |
|
|
|
-10.7 |
% |
Total Block Hours (1) |
|
|
8,002 |
|
|
|
8,065 |
|
|
|
(63) |
|
|
|
-0.8 |
% |
Average Utilization per available aircraft |
|
|
522.5 |
|
|
|
471.0 |
|
|
|
51.5 |
|
|
|
10.9 |
% |
(1) Total Block Hours hours operated by GlobalX for the purpose of expressing the utilization of GlobalX net available aircraft.
The following table describes the degree to which variations in revenues in thousands can be attributed to fluctuations in prices and nature of GlobalX services.
20
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
||||||
Revenue |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
14,129 |
|
|
$ |
15,316 |
|
|
$ |
(1,187) |
|
|
-7.8% |
ACMI |
|
|
44,618 |
|
|
|
44,535 |
|
|
|
83 |
|
|
0.2% |
Other |
|
|
3,270 |
|
|
|
1,530 |
|
|
|
1,740 |
|
|
113.7% |
Total |
|
$ |
62,017 |
|
|
$ |
61,381 |
|
|
$ |
636 |
|
|
1.0% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Block Hours |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
|
782 |
|
|
|
1,154 |
|
|
|
(372) |
|
|
-32.2% |
Sub-service Charter |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
N/A |
Total Charter |
|
|
782 |
|
|
|
1,154 |
|
|
|
(372) |
|
|
-32.2% |
ACMI |
|
|
6,936 |
|
|
|
6,769 |
|
|
|
167 |
|
|
2.5% |
Subservice ACMI |
|
|
8 |
|
|
|
- |
|
|
|
8 |
|
|
N/A |
Total ACMI |
|
|
6,944 |
|
|
|
6,769 |
|
|
|
175 |
|
|
2.6% |
Non Revenue |
|
|
284 |
|
|
|
142 |
|
|
|
142 |
|
|
100.2% |
Total |
|
|
8,010 |
|
|
|
8,065 |
|
|
|
(55) |
|
|
-0.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue per Block Hour |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
18.1 |
|
|
$ |
13.3 |
|
|
$ |
4.8 |
|
|
36.1% |
ACMI |
|
$ |
6.4 |
|
|
$ |
6.6 |
|
|
$ |
(0.2) |
|
|
-3.0% |
Charter revenue for the period decreased $1.2 million or 7.8%, from $15.3 million in 2025 to $14.1 million in 2026. This decrease was primarily driven by a 32.2% decrease in Charter Block Hours, from 1,154 Block Hours in 2025 to 782 Block Hours in 2026, resulting in a $4.9 million decrease in revenue. This decrease was partially offset by a 36.1% increase in the Charter flying rate, from $13,272 per Block Hour in 2025 to $18,072 per Block Hour in 2026, resulting in a $3.7 million increase in revenue. The increase in the per-Block-Hour rate was primarily driven by high market demand, higher fuel prices, and a shortage of supply as competitors reduced capacity. The decrease in Charter Block Hours was due to an intentional focus on increased ACMI flying and the Company’s exit from the Cuba-based charter market.
ACMI revenue for the period increased by $0.1 million or 0.2%, from $44.5 million in 2025 to $44.6 million in 2026. This increase was driven by a 2.6% increase in Block Hours, or 175 Block Hours, from 6,769 Block Hours in 2025 to 6,944 Block Hours in 2026, resulting in a $1.1 million increase in revenue. This increase was partially offset by a decrease in the rate for ACMI flying of 2.6% from $6,579 per Block Hour in 2025 to $6,426 per Block Hour in 2026 resulting in a $1.0 million decrease in revenue. The Block Hour increase was primarily driven by high market demand and a shortage of supply. The rate decrease resulted from longer-term ACMI contracts with higher minimum hours, which lowered the rate per hour.
Other revenue for the period increased by $1.7 million from $1.5 million in 2025 to $3.3 million in 2026, primarily driven by an increase in fueling and other administrative services provided to the Company's customers.
Operating Expenses
The following table compares our Operating Expenses (in thousands):
21
|
|
Three Months Ended June 30, |
|
|
|
|
||
Operating Expenses |
|
2026 |
|
2025 |
|
Inc/(Dec) |
|
% Change |
Salaries, Wages, & Benefits |
|
$20,282 |
|
$19,906 |
|
$375 |
|
1.9% |
Aircraft Fuel |
|
4,077 |
|
3,038 |
|
1,039 |
|
34.2% |
Maintenance, materials and repairs |
|
4,604 |
|
5,409 |
|
(805) |
|
-14.9% |
Depreciation and amortization |
|
5,574 |
|
2,607 |
|
2,967 |
|
113.8% |
Contracted ground and aviation services |
|
4,919 |
|
4,474 |
|
445 |
|
9.9% |
Travel |
|
2,118 |
|
2,325 |
|
(207) |
|
-8.9% |
Insurance |
|
1,236 |
|
1,276 |
|
(40) |
|
-3.1% |
Aircraft Rent |
|
12,394 |
|
13,919 |
|
(1,525) |
|
-11.0% |
Other |
|
5,442 |
|
5,149 |
|
294 |
|
5.7% |
Total Operating Expenses |
|
$60,646 |
|
$58,103 |
|
$2,543 |
|
4.4% |
Salaries, wages, and benefits increased $0.4 million or 1.9%, from $19.9 million in 2025 to $20.3 million in 2026, primarily due to expanded pilot headcount to support the growing fleet and operations. This increase was partially offset by initiating several actions to reduce headcount and salaries including outsourcing line maintenance at GlobalX’s primary base. Pilots increased from 150 to 165 or 10.0%.
Aircraft fuel increased by $1.0 million or 34.2% from $3.0 million to $4.0 million. The increase was primarily driven by a $1.5 million increase in the price of base jet fuel. The increase was partially offset by $0.5 million decrease in the amount of Charter and Non-Revenue Block Hours.
Maintenance, materials, and repairs decreased by $0.8 million or 14.9%, from $5.4 million to $4.6 million. The decrease was primarily driven by a $1.8 million or $222 per Block Hour decrease in parts and repair expenses. This decrease was partially offset due to outsourcing the Miami line maintenance, increasing expenses by $1.0 million or $127 per Block Hour. The Block Hour rate decreased from $670 per Block Hour in 2025 to $575 per Block Hour in 2026.
Depreciation and amortization increased by $3.0 million or 113.8%, from $2.6 million in 2025 to $5.6 million in 2026, primarily driven by aircraft deliveries secured on finance leases, the purchase of an A320 aircraft, and an increase in rotable parts owned.
Contracted ground and aviation services expenses increased by $0.4 million or 9.9%, from $4.5 million in 2025 to $4.9 million in 2026. This was primarily driven by an increased rate since contracted ground and aviation services are not associated with ACMI services.
Travel for the period decreased $0.2 million or 8.9%, from $2.3 million to $2.1 million. This decrease was primarily driven by a conscious effort of management to focus on reducing travel expense through the creation of local bases tied to flight activity and contract rate negotiations.
Aircraft rent decreased $1.5 million or 11.0%, from $13.9 million in 2025 to $12.4 million in 2026, primarily driven by a decrease in base rent expenses of $1.1 million or 16.0% due to the decrease in the average number of aircraft on operating leases from 15.0 to 13.3 aircraft in the fleet. Adding to the savings was a decrease in supplemental rent expenses of $0.5 million or 7.2% from $6.7 million in 2025 to $6.2 million in 2026 driven by a year-over-year decrease in Block Hours on leased aircraft. Offsetting the savings, was a $0.1 million increase in the number of sub-service hours required.
Operating income decreased $1.9 million, from $3.3 million in 2025 to $1.4 million in 2026. Operating income as a percentage of revenue decreased by 3.1 percentage points from 5.3% in 2025 to 2.2% in 2026. This decrease is driven by the fact that in 2025 our net available aircraft represented 90% of total aircraft compared to 68% in 2026. Said differently, we were paying for aircraft that were not generating revenue because they were not available due to scheduled and unscheduled maintenance. This was offset by improved utilization; however, to meet all our obligations, there was a steep increase in non-revenue flights, which increased from 142 to 284 hours, adding over $1.0 million to our cost of operations.
Non-operating Expenses
The following table compares our Non-operating Expenses (in thousands):
22
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
Non-Operating Expenses (Income) |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense |
|
$ |
3,791 |
|
|
$ |
2,661 |
|
|
$ |
1,130 |
|
|
|
42.5 |
% |
Gain on Settlement |
|
|
(1,049 |
) |
|
|
- |
|
|
|
(1,049 |
) |
|
|
100.0 |
% |
Total Non-Operating Expenses (Income) |
|
$ |
2,742 |
|
|
$ |
2,661 |
|
|
$ |
81 |
|
|
|
3.0 |
% |
Interest expense for the period increased $1.1 million, from $2.7 million in 2025 to $3.8 million in 2026, driven by the increase of aircraft under finance leases from 4.0 to 8.0 equivalent aircraft.
Gain on Settlement: GlobalX recognized a gain on settlement of $1.0 million related to the resolution of an outstanding customer deposit with a broker-customer.
Net (Loss) Income
Net (Loss) Income attributable to the Company for the period, due to events noted above, swung by $1.9 million, from $0.6 million income in 2025 to a $1.3 million loss in 2026.
Six months ended June 30, 2026 and 2025
Revenue and Statistics
The following table compares our Operating Fleet (average aircraft equivalents during the period) and total Block Hours operated:
|
|
Six Months Ended June 30, |
|
|
|
|
||
Operating Fleet |
|
2026 |
|
2025 |
|
Inc/(Dec) |
|
% Change |
|
|
|
|
|
|
|
|
|
A319 |
|
2.3 |
|
1.0 |
|
1.3 |
|
130.0% |
A320 |
|
11.2 |
|
10.0 |
|
1.2 |
|
11.7% |
A321 |
|
8.0 |
|
7.8 |
|
0.2 |
|
2.6% |
Total Operating Average Aircraft Equivalents |
|
21.5 |
|
18.8 |
|
2.7 |
|
14.2% |
|
|
|
|
|
|
|
|
|
Net Aircraft Available |
|
15.1 |
|
16.9 |
|
(1.8) |
|
-10.8% |
Total Block Hours (1) |
|
16,228 |
|
15,229 |
|
999 |
|
6.6% |
Average Utilization per available aircraft |
|
1,074.5 |
|
901.6 |
|
172.9 |
|
19.1% |
(1) Total Block Hours hours operated by GlobalX for the purpose of expressing the utilization of GlobalX net available aircraft.
The following table describes the degree to which variations in revenues, in thousands, can be attributed to fluctuations in prices and nature of GlobalX services.
23
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
||||||
Revenue |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
48,388 |
|
|
|
45,833 |
|
|
|
2,555 |
|
|
5.6% |
ACMI |
|
|
84,279 |
|
|
|
78,851 |
|
|
|
5,428 |
|
|
6.9% |
Other |
|
|
5,917 |
|
|
|
3,298 |
|
|
|
2,619 |
|
|
79.4% |
Total |
|
$ |
138,584 |
|
|
|
127,982 |
|
|
|
10,602 |
|
|
8.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Block Hours |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
|
2,698 |
|
|
|
3,033 |
|
|
|
(335) |
|
|
-11.0% |
Sub-service Charter |
|
|
- |
|
|
|
367 |
|
|
|
(367) |
|
|
-100.0% |
Total Charter |
|
|
2,698 |
|
|
|
3,400 |
|
|
|
(702) |
|
|
-20.6% |
ACMI |
|
|
13,015 |
|
|
|
11,845 |
|
|
|
1,170 |
|
|
9.9% |
Subservice ACMI |
|
|
98 |
|
|
|
15 |
|
|
|
83 |
|
|
553.3% |
Total ACMI |
|
|
13,113 |
|
|
|
11,860 |
|
|
|
1,253 |
|
|
10.6% |
Non Revenue |
|
|
516 |
|
|
|
350 |
|
|
|
166 |
|
|
47.4% |
Total |
|
|
16,327 |
|
|
|
15,610 |
|
|
|
717 |
|
|
4.6% |
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue per Block Hour |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Charter |
|
$ |
17.9 |
|
|
$ |
13.5 |
|
|
$ |
4.4 |
|
|
32.6% |
ACMI |
|
$ |
6.4 |
|
|
$ |
6.6 |
|
|
$ |
(0.2) |
|
|
-3.0% |
Charter revenue for the period increased $2.6 million or 5.6%, from $45.8 million in 2025 to $48.4 million in 2026. This increase was primarily driven by an increase in the rate for Charter flying of 32.6% from $13,481 per Block Hour in 2025 to $17,937 per Block Hour in 2026 resulting in a $12.0 million increase in revenue. This increase was partially offset by a 20.6% decrease in Charter Block Hours, from 3,400 Block Hours in 2025 to 2,698 Block Hours in 2026, which resulted in a $9.6 million decrease in revenue. The increase in the per-Block-Hour rate was primarily driven by high market demand, higher fuel prices, and a shortage of supply as competitors reduced capacity. The decrease in Charter Block Hours was due to an intentional focus on an increased level of flying on an ACMI basis and the Company’s exit from the Cuba-based charter market.
ACMI revenue for the period increased by $5.4 million or 6.9% from $78.9 million in 2025 to $84.3 million in 2026. This increase was driven by an increase in Block Hours from 11,860 in 2025 to 13,113 in 2026, an increase of 10.6% or 1,253 Block Hours resulting in a $8.3 million increase in revenue. This increase was partially offset by a decrease in the rate for ACMI flying of 3.0% from $6,648 per Block Hour in 2025 to $6,427 per Block Hour in 2026 resulting in a $2.9 million decrease in revenue. The primary driver for the Block Hour increase was related to both high market demand and a shortage of supply. The decrease in rates is a result of longer term ACMI contracts with higher minimum hours resulting in a lower rate per hour.
Other revenue for the period increased by $2.6 million from $3.3 million in 2025 to $5.9 million in 2026. The increase is primarily driven by more fueling and other administrative services provided to our customers.
Operating Expenses
The following table compares our Operating Expenses (in thousands):
24
|
|
Six Months Ended June 30, |
|
|
|
|
||
Operating Expenses |
|
2026 |
|
2025 |
|
Inc/(Dec) |
|
% Change |
Salaries, Wages, & Benefits |
|
$41,060 |
|
$38,700 |
|
$2,359 |
|
6.1% |
Aircraft Fuel |
|
11,890 |
|
10,443 |
|
1,447 |
|
13.9% |
Maintenance, materials and repairs |
|
11,562 |
|
9,261 |
|
2,301 |
|
24.8% |
Depreciation and amortization |
|
10,240 |
|
4,855 |
|
5,385 |
|
110.9% |
Contracted ground and aviation services |
|
12,173 |
|
10,780 |
|
1,393 |
|
12.9% |
Travel |
|
5,117 |
|
5,279 |
|
(162) |
|
-3.1% |
Insurance |
|
2,469 |
|
2,537 |
|
(68) |
|
-2.7% |
Aircraft Rent |
|
25,866 |
|
29,160 |
|
(3,294) |
|
-11.3% |
Other |
|
10,734 |
|
10,580 |
|
155 |
|
1.5% |
Total Operating Expenses |
|
$131,111 |
|
$121,595 |
|
$9,516 |
|
7.8% |
Salaries, wages, and benefits increased $2.4 million or 6.1%, from $38.7 million in 2025 to $41.1 million in 2026, primarily due to expanded headcount across the organization to support the growing fleet and operations, as well as scheduled compensation adjustments reflecting market conditions and performance across all levels of the company. This increase was partially offset by initiating several actions to reduce headcount and salaries including outsourcing line maintenance at GlobalX’s primary base. Pilots increased from 150 to 165 or 10.0%.
Aircraft fuel increased by $1.5 million or 13.9% from $10.4 million to $11.9 million. The increase was primarily driven by a $1.5 million increase in the price of base jet fuel. The increase was partially offset by $0.5 million decrease in the amount of Charter and Non-Revenue Block Hours.
Maintenance, materials, and repairs increased by $2.3 million or 24.8%, from $9.3 million to 11.6 million. This increase was primarily driven due to outsourcing the Miami line maintenance, increasing expenses by $2.0 million or $125 per Block Hour. In addition, a $0.3 million increase is attributable to parts and repair expenses. The Block Hour rate increased from $608 per Block Hour in 2025 to $712 per Block Hour in 2026.
Depreciation and amortization increased by $5.4 million or 110.9%, from $4.9 million in 2025 to $10.2 million in 2026, primarily driven by aircraft deliveries secured on finance leases, the purchase of an A320 aircraft, and an increase in rotable parts owned.
Contracted ground and aviation services expenses increased by $1.4 million or 12.9%, from $10.8 million in 2025 to $12.2 million in 2026. This was primarily driven by an increased rate since contracted ground and aviation services are not associated with ACMI services.
Travel for the period decreased $0.2 million, or 3.1% from $5.3 million to $5.1 million. This decrease was primarily driven by a conscious effort of management to focus on reducing travel expense through the creation of local bases tied to flight activity and contract rate negotiations.
Aircraft rent decreased $3.3 million or 11.3%, from $29.2 million in 2025 to $25.9 million in 2026, primarily driven by a decrease in base rent expenses of $2.5 million or 16.7% due to the decrease in the average number of aircraft on operating leases from 14.8 to 13.1 aircraft in the fleet. Adding to the savings, was a $0.9 million decrease in the number of sub-service hours required. Offsetting the savings was an increase in supplemental rent expenses of $0.2 million or 1.6% from $12.6 million in 2025 to $12.8 million in 2026 driven by a year-over-year increase in Block Hours on leased aircraft.
Operating income improved by $1.1 million, from $6.4 million in 2025 to $7.5 million in 2026. Operating income as a percentage of revenue improved by 0.4% from 5.0% in 2025 to 5.4% in 2026. This improvement was a result of GlobalX’s ability to grow its revenue faster than its cost structure as the airline works towards achieving scale and profitability. Three factors drove these results: rates, utilization and scale. The Company’s Charter rate for the period grew 32.6%, from $13,481 per Block Hour in 2025 to $17,937 per Block Hour in 2026. The Company’s average utilization per available aircraft grew 19.1% for the period, from 902 Block Hours in 2025 to 1,075 Block Hours in 2026. The Company’s increasing scale also contributed to this positive result, for example, there were savings on a per Block Hour basis in travel and insurance, which combined with the other factors to drive the improvement.
Non-operating Expenses
The following table compares our Non-operating Expenses (in thousands):
25
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|||||||
Non-Operating Expenses (Income) |
|
2026 |
|
|
2025 |
|
|
Inc/(Dec) |
|
|
% Change |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest Expense |
|
$ |
7,073 |
|
|
$ |
5,244 |
|
|
$ |
1,829 |
|
|
|
34.9 |
% |
Gain on Settlement |
|
$ |
(1,049 |
) |
|
$ |
- |
|
|
$ |
(1,049 |
) |
|
|
100.0 |
% |
Total Non-Operating Expenses (Income) |
|
$ |
6,024 |
|
|
$ |
5,244 |
|
|
$ |
780 |
|
|
|
14.9 |
% |
Interest expense for the period increased $1.8 million from $5.2 million in 2025 to $7.1 million in 2026, driven by the increase of aircraft under finance leases from 4.0 to 7.3 equivalent aircraft.
Gain on Settlement: GlobalX recognized a gain on settlement of $1.0 million related to the resolution of its outstanding prepayment balance obligation with a broker-customer.
Net Income
Net Income attributable to the Company for the period, due to events noted above, improved by $0.6 million from $0.8 million in 2025 to $1.4 million in 2026.
Liquidity and Capital Resources
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of June 30, 2026, the Company had a working capital deficit of $67.7 million and retained deficit of $72.3 million. The Company began flight operations in August 2021. Without ongoing income generation or additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern.
As of June 30, 2026, the Company had approximately $9.9 million in unrestricted cash and cash equivalents and approximately $2.0 million in restricted cash, a decrease of approximately $6.8 million and $1.9 million, respectively, from December 31, 2025, primarily due to new aircraft deliveries, customer deposits, and cash flow from operations.
The Company has significant fixed and noncancelable lease commitments of aircraft, equipment and related maintenance checks. As of June 30, 2026, the Company had total of $28.3 million due in the next 12 months of future minimum lease payments under finance and operating leases. As of June 30, 2026, the Company had total of $101.7 million due after 12 months from the balance sheet date of future minimum lease payments under finance and operating leases, and approximately $39.4 million in notes payable included in the non-current liabilities presented in the Company’s consolidated balance sheet. The Company ended the period of January 1 to June 30, 2026 with nineteen passenger aircraft and four cargo aircraft and expects the fleet to increase to twenty-one passenger aircraft and remain at four cargo aircraft by the end of 2026. To achieve the number of aircraft deliveries in 2026, the Company currently has four aircraft under lease with partial or total deposits paid.
In 2026 GlobalX expects to continue its business growth by (i) providing services on an ACMI basis using wet lease contracts to airlines and non-airlines, (ii) on a Charter basis providing passenger and cargo aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs, (iii) extending GlobalX current operations within the United States, Europe, Canada, Central and South America and continuing recruiting and maintaining a dynamic team of customer-centric flight crews, ground teams and management staff, (iv) increasing GlobalX’s passenger aircraft fleet to twenty-one and GlobalX’s cargo aircraft fleet to remain at four by the end of 2026, and (v) achieving an increase in total revenue.
The Company expects to improve profitability during the year 2026, mainly as a result of GlobalX’s strategy implemented starting in 2024 of developing and implementing growth in its revenue faster than its cost structure. There are a few factors the Company expects to drive the improved margins, including securing higher rates for both ACMI and Charter contracts and increasing the number of passenger aircraft from 19 to 21 along with improving seasonality on Cargo aircraft contracts.
The ability of GlobalX to execute its build-out and growth strategy and achieve operations will depend on the acquisition of substantial additional financing through debt financing, equity financing or other means. Failure to obtain such financing may result in the delay or indefinite postponement of such growth strategy or even impact the ability of GlobalX to continue as a going concern.
There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to GlobalX. If additional financing is raised by GlobalX through the issuance of its securities, then
26
shareholders may suffer significant dilution. If additional financing is not available, or if available, not available on satisfactory terms, then this could result in a material adverse effect or could require GlobalX to reduce, delay, scale back or eliminate portions of its actual or proposed operations or could prevent GlobalX from continuing as a going concern. GlobalX may also need to raise capital by incurring long-term or short-term indebtedness in order to fund its business objectives. This could result in increased interest expenses and decreased net income. Investors are cautioned that there can be no assurance as to the terms of any such financing and whether any such financing will be available. The level of GlobalX’s indebtedness could impair its ability to obtain additional financing to timely take advantage of future business opportunities that may arise.
The Company regularly assesses our anticipated working capital needs, debt and leverage levels, debt maturities, capital expenditure requirements and future investments or acquisitions in an effort to maximize shareholder returns, efficiently finance our ongoing operations and maintain flexibility for future strategic transactions. The Company also regularly evaluates our liquidity and capital structure in an effort to ensure financial risks, adequate liquidity access and lower cost of capital are efficiently managed. Management is actively assessing various options to procure additional funds, including exploring opportunities for additional equity or debt financing to the extent it determines such financing is necessary or appropriate.
The most significant liquidity events during the six months ended June 30, 2026, were as follows:
Operating activities. During the six months ended June 30, 2026, net cash provided by operating activities decreased $1.5 million to $7.4 million, consisting primarily of $10.2 million of decrease in accrued liabilities and other liabilities, $7.0 million of decrease in operating lease obligations, and $1.9 million of increase in prepaid expenses and other current assets. These were partially offset by $17.3 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $3.6 million in interest on finance leases, $1.4 million of net income, $1.1 million of share-based payments, $0.3 million of credit losses, $1.9 million of decrease in accounts receivable, $0.6 million of increase in accounts payable, and $0.3 million of decrease in assets held for sale. For 2025, net cash provided by operating activities during the six months ended June 30, 2025 increased $10.2 million to $8.9 million, consisting primarily of $13.2 million in noncash adjustments for depreciation and amortization of fixed assets, operating lease right of use assets and debt issue costs, $2.2 million in interest on finance leases, $1.1 million of net income, $1.3 million of share-based payments, and $0.6 million of increase in accounts payable. These were partially offset by $8.4 million of decrease in operating lease obligations, and $1.3 million of increase in prepaid expenses and other current assets.
Investing activities. During the six months ended June 30, 2026, net cash used in investing activities increased $3.1 million to $9.7 million of net cash used in investing activities, consisting of $6.2 million of Purchases of property and equipment and $3.6 million of increase of deposits, deferred costs and other assets. During the six months ended June 30, 2025, net cash used in investing activities increased $1.4 million to $6.6 million, consisting of $5.4 million of Purchases of property and equipment and $1.2 million of increase of deposits, deferred costs and other assets.
Financing activities. During the six months ended June 30, 2026, net cash used in financing activities increased $4.0 million to $6.3 million, consisting of $4.7 million of Principal payments on finance leases, $1.7 million of Principal payments on note payable, and $0.1 million of Noncontrolling interest dividends paid to the holder of the Noncontrolling interest in Top Flight, a subsidiary in which the Company holds an 80% membership interest. These were partially offset by $0.1 million of Proceeds on issuance of shares. During the six months ended June 30, 2025, net cash used in financing activities increased $1.5 million to $2.3 million of net cash used in financing activities, consisting primarily of $2.4 million of Principal payments on finance leases and $0.1 million of Noncontrolling interest dividends paid to the holder of the Noncontrolling interest in Top Flight. These were partially offset by $0.2 million of Proceeds on issuance of shares. These distributions were made pursuant to Top Flight's operating agreement and do not represent dividends on the Company's common stock.
27
Item 3 – Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4 – Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company's Executive Chairman and President & Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of June 30, 2026. Based upon that evaluation, our Executive Chairman and President & Chief Financial Officer concluded that, as of June 30, 2026, the Company’s disclosure controls and procedures were effective in ensuring that information relating to the Company required to be disclosed by the Company in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Company’s Executive Chairman and the President & Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that occurred during the three month period ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
27
PART II - OTHER INFORMATION
ITEM 1 Legal Proceedings
For a description of certain legal proceedings, see Note 9 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, which disclosure is incorporated herein by reference.
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
None.
ITEM 3 Defaults Upon Senior Securities
None.
ITEM 4 Mine Safety Disclosures
Not Applicable
ITEM 5 Other Information
28
Item 6 - Exhibits
Exhibit Number |
|
Description |
10.1 |
|
|
10.2 |
|
|
10.3 |
|
|
31.1 |
|
Rule 13a-14(a)/15d-14(a) Certification of acting principal executive officer. |
31.2 |
|
Rule 13a-14(a)/15d-14(a) Certification of acting principal financial officer. |
32.1* |
|
|
32.2* |
|
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Furnished, rather than filed, herewith, pursuant to Item 601(b)(32) of Regulation S-K.
29
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, thereunto duly authorized.
Dated: August 13, 2026 Global Crossing Airlines Group Inc.
By: /s/ Ryan Goepel
Ryan Goepel,
President & Chief Financial Officer
30