8-K
Global Crossing Airlines Group Inc. (JETMF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 3, 2022
GLOBAL CROSSING AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41262 | 98-1350261 |
|---|---|---|
| (State or Other Jurisdictionof Incorporation) | (CommissionFile Number) | (I.R.S. EmployerIdentification No.) |
4200 NW 36^th^ Street, Building 5A
Miami International Airport
Miami, FL 33166
(Addressof Principal Executive Office) (Zip Code)
(786) 751-8503
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17<br>CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class<br><br><br>to be so registered | TradingSymbol(s) | Name of each exchange on which<br><br><br>each class is to be registered |
|---|---|---|
| Common stock, par value $0.001 per share | JETMF:(OTCQB) and JET (TSX-V) | OTCQB and TSX-V |
| Class B non-voting common stock, par value $0.001 per share | JET.B: (TSX-V) | TSX-V |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD |
|---|
On February 3, 2022, the Corporation issued a press release that announced the filing of a Form 8-A registration statement. A copy of the press release is attached to this report as Exhibit 99.1. Also, on February 3, 2022, the Corporation issued a press release that announced its resale registration statement on Form S-1 has been declared effective.
In accordance with General Instruction B.2 of Form 8-K, the information set forth herein and in the press releases are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL CROSSING AIRLINES GROUP INC. | ||
|---|---|---|
| Date: February 3, 2022 | By: | /s/ Edward J. Wegel |
| Name: Edward J. Wegel<br> <br>Title: Chief<br>Executive Officer |
EX-99.1
Exhibit 99.1
NEWS RELEASE
Global Crossing Airlines Group, Inc. Form S-1 Registration Statement Declared Effective
MIAMI, FLORIDA, February 3, 2022 – Global Crossing Airlines Group, Inc. (JET:TSX-V; JET.B: TSX-V; JETMF: OTCQB) (the “Company” or “GlobalX”) today announces that its resale registration statement on Form S-1 (the “Registration Statement”) filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”), was declared effective by the Securities and Exchange Commission (“SEC”) on February 3, 2022. GlobalX filed the Registration Statement, to register the resale of shares of common stock and Class B non-voting common stock, including shares issuable upon the exercise of warrants, by the selling stockholders named in the Registration Statement, which securities acquired in prior private placements. GlobalX has become a reporting issuer under the Securities Exchange Act of 1934, as amended (“Exchange Act”), and will file reports under the Exchange Act with the SEC, which will be available at www.sec.gov.
Chairman and CEO of GlobalX Ed Wegel, commented, “We believe that becoming a fully-reporting company subject to the reporting requirements of the SEC shows our commitment to providing current public information to not only our shareholders, but to the public, in general.”
Copies of the prospectus that is included in the Registration Statement may be obtained from GlobalX by request by email at or by visiting www.sec.gov.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer or sale of any securities, in any state or jurisdiction in which the offer, solicitation, or sale of securities would be unlawful. The securities being offered have not been approved or disapproved by the SEC or any Canadian securities commission, nor has any such regulatory authority passed upon the accuracy or adequacy of the Registration Statement.
About Global Crossing Airlines
GlobalX is a US 121 domestic flag and supplemental Airline flying the Airbus A320 family aircraft. GlobalX flies as a passenger ACMI and charter airline serving the US, Caribbean, and Latin American markets. In 2022, GlobalX will enter ACMI cargo service flying the A321 freighter, subject to DOT and FAA approvals. For more information, please visit www.globalxair.com.
For more information, please contact:
Ryan Goepel,Chief Financial Officer
Email: ryan.goepel@globalxair.com
Tel: 786.751.8503
Cautionary Note Regarding Forward-Looking Information
Certain of the information contained in this news release constitutes ‘forward-looking information’ and ‘forward-looking statements’within the meaning of applicable Canadian and U.S. securities laws (“forward-looking information”) concerning anticipated developments and events that may occur in the future. Forward-looking information contained in this news releaseincludes, but is not limited to, statements with respect to the Company’s intention to fly as an ACMI and wet lease charter airline, Company’s projected aircraft fleet size and delivery dates, details of future charter operations, and thedestinations that the Company intends to service.
In certain cases, forward-looking information can be identified by the use of words such as“plans”, “expects” “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “ or variations of such words and phrases or statements that certainactions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” suggesting future outcomes, or other expectations, beliefs, plans,objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of financing tocontinue airline operations, the accuracy, reliability and success of GlobalX’s business model; the timely receipt of governmental approvals; the success of airline operations of GlobalX; the legislative and regulatory environments of thejurisdictions where GlobalX will carry on business or have operations; the impact of competition and the competitive response to GlobalX’s business strategy; and the availability of aircraft. While the Company considers these assumptions to bereasonable based on information currently available to it, they may prove to be incorrect.
Forward-looking information involves known and unknownrisks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-lookinginformation. Such factors include risks related to, the ability to obtain financing at acceptable terms, the impact of general economic conditions, domestic and international airline industry conditions, the impact of the global uncertainty createdby COVID-19, future relations with shareholders, volatility of fuel prices, increases in operating costs, terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to theairline industry, the ability of management to implement GlobalX’s operational strategy, the ability to attract qualified management and staff, labour disputes, regulatory risks, including risks relating to the acquisition of the necessarylicenses and permits; and the additional risks identified in the “Risk Factors” section of the Company’s reports and filings made available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Although the Company has attempted toidentify important factors that could cause actual results to differ materially from those described in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readersshould not place undue reliance on forward-looking information. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publiclyupdate any forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this release.
EX-99.2
Exhibit 99.2
NEWS RELEASE
Global Crossing Airlines Group Inc. Files Form 8-A Registration Statement and
Becomes Fully Reporting SEC Issuer
MIAMI, FLORIDA, February 3, 2022 – Global Crossing Airlines Group, Inc. (JET:TSX-V; JET.B: TSX-V; JETMF: OTCQB) (the “Company” or “GlobalX”) today announces that, on February 3, 2022 the Company filed a Form 8-A Registration Statement (“Form 8-A”) with the U.S. Securities and Exchange Commission (“SEC”) and is now fully reporting with the SEC (“SEC”) following the filing of the Form 8-A. As a result, the Company is now subject to the reporting requirements of the Exchange Act of 1934, as amended, including Form 10-K, Form 10-Q and Form 8-K reporting requirements, as well as additional reporting obligations related to proxies, shareholder actions and stock ownership.
About Global Crossing Airlines
GlobalX is a US 121 domestic flag and supplemental Airline flying the Airbus A320 family aircraft. GlobalX flies as a passenger ACMI and charter airline serving the US, Caribbean, and Latin American markets. In 2022, GlobalX will enter ACMI cargo service flying the A321 freighter, subject to DOT and FAA approvals. For more information, please visit www.globalxair.com.
For more information, please contact:
Ryan Goepel,Chief Financial Officer
Email: ryan.goepel@globalxair.com
Tel: 786.751.8503
Cautionary NoteRegarding Forward-Looking Information
Certain of the information contained in this news release constitutes ‘forward-lookinginformation’ and ‘forward-looking statements’ within the meaning of applicable Canadian and U.S. securities laws (“forward-looking information”) concerning anticipated developments and events that may occur in the future.Forward-looking information contained in this news release includes, but is not limited to, statements with respect to the Company’s intention to fly as an ACMI and wet lease charter airline, Company’s projected aircraft fleet size anddelivery dates, details of future charter operations, and the destinations that the Company intends to service.
In certain cases, forward-lookinginformation can be identified by the use of words such as “plans”, “expects” “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “ orvariations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved” suggestingfuture outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking information contained in this news release is based on certain factors and assumptionsregarding, among other things, the receipt of financing to continue airline operations, the accuracy, reliability and success of GlobalX’s business model; the timely receipt of governmental approvals; the success of airline operations ofGlobalX; the legislative and regulatory environments of the jurisdictions where GlobalX will carry on business or have operations; the impact of competition and the competitive response to GlobalX’s business strategy; and the availability ofaircraft. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Forward-looking information involves known and unknown risks, uncertainties and other factors which maycause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors include risks related to, theability to obtain financing at acceptable terms, the impact of general economic conditions, domestic and international airline industry conditions, the impact of the global uncertainty created by COVID-19,future relations with shareholders, volatility of fuel prices, increases in operating costs, terrorism, pandemics, natural disasters, currency fluctuations, interest rates, risks specific to the airline industry, the ability of management toimplement GlobalX’s operational strategy, the ability to attract qualified management and staff, labour disputes, regulatory risks, including risks relating to the acquisition of the necessary licenses and permits; and the additional risksidentified in the “Risk Factors” section of the Company’s reports and filings made available on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Although the Company has attempted to identify important factors that could cause actualresults to differ materially from those described in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-lookinginformation. The forward-looking information is made as of the date of this news release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update any forward-looking information.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed oraccepts responsibility for the adequacy or accuracy of this release.