8-K
Global Crossing Airlines Group Inc. (JETMF)
ms
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2025
GLOBAL CROSSING AIRLINES GROUP INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-56409 | 86-2226137 |
|---|---|---|
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer |
| of Incorporation) | Identification No.) |
4200 NW 36th Street, Building 5A
Miami International AirportMiami, FL 33166
(Address of 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 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| None |
Securities registered pursuant to Section 12(g) of the Act:
Common stock, par value $0.001 Class B non-voting common stock, par value $0.001
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 1.01 | Entry into a Material Definitive Agreement |
|---|
See the information set forth in Item 2.03 below, which descriptions are incorporated in their entirety by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance<br><br>Sheet Arrangement of a Registrant. |
|---|
On July 9, 2025, Global Crossing Airlines, Inc., a Delaware corporation (the “Subsidiary”), as purchaser, which is a subsidiary of Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), entered into that certain Aircraft Sale Agreement, with Wilmington Trust Company, not in its individual capacity but solely as owner trustee (the “Seller”), as seller (the “Aircraft Sale Agreement”), for the purchase and financing of one (1) used Airbus A320-214 aircraft bearing manufacturer’s serial number MSN 3101 (the “Aircraft”). The Aircraft was previously leased by the Subsidiary from Seller pursuant to a dry aircraft operating lease agreement which lease agreement was terminated simultaneously with the consummation of the purchase of the Aircraft under the Aircraft Sale Agreement. The net purchase amount of the Aircraft, after application of deposits and maintenance reserves held pursuant to the operating lease, was approximately $14,280,000 (the “Net Purchase Amount”). The acquisition of the Aircraft, which was consummated on July 11, 2025, is the first aircraft of which the Company has taken ownership.
The Net Purchase Amount was financed (the “Loan”) by the Company pursuant to that certain Loan Agreement by and among, MSN 3101 Acquisition LLC, a Delaware limited liability company (“MSN 3101 Acquisition””), which
is a subsidiary of the Subsidiary; Bank of Utah, a Utah corporation not in its individual capacity but solely as owner trustee of the MSN 3101 Trust (the “Owner Trustee” and together with MSN 3101 Acquisition the “Borrowers”); volofin Capital Management Ltd., as arranger; volofin Holdings Designated Activity Company, as agent of the lenders and security agent for the financing parties; and the lenders party thereto (the “Loan Agreement”). Pursuant to the Loan Agreement, the Borrowers issued a one-time utilization request to borrow an aggregate amount of $14,650,000 (the “Loan Amount”), and on July 11, 2025, pursuant to a promissory note, the Borrowers incurred indebtedness equal to the Loan Amount.
The Borrowers shall repay the Loan Amount in monthly installments equal to not less than the Minimum Monthly Repayment (as defined below) and all remaining outstanding indebtedness shall be due and payable on the earlier of (i) March 1, 2031, and (ii) the day immediately prior to the next scheduled 12Y-Check for the Aircraft. Interest on the Loan will accrue at the rate of 8.84 % per annum. The Minimum Monthly Repayment shall equal (i) for the first twelve monthly payments, $375,000, (ii) for the subsequent twelve monthly payments, $300,000 and (iii) for each monthly payment thereafter, $225,000.
The Borrowers may repay the Loan at their option, in whole or in part, on any Payment Date (as defined in the Loan Agreement) in an amount equal to the principal balance (or any portion) thereof, accrued and unpaid interest thereon (the “Repayment Amount”) and, if applicable, a premium calculated as follows:
- On or prior to July 11, 2026, 3% of the amount prepaid;
- On or prior to July 11, 2027, 2% of the amount prepaid;
- On or prior to July 11, 2028, 1% of the amount prepaid;
- Thereafter, 0%.
Subject to certain materiality thresholds, qualifications, exceptions, and grace and cure periods, the Loan Agreement also includes certain customary provisions for mandatory prepayment of the amount outstanding under the Loan, including total loss of the Aircraft, an event of default under the lease, sale of the Aircraft, breach of the “loan to value” covenant test, or findings of illegality, among other terms.
In addition, pursuant to certain Security Documents (as defined in the Loan Agreement) the Loan is secured by a perfected first priority security interest in the Aircraft, a membership pledge of MSN 3101 Acquisition, a beneficial interest assignment of the MSN 3101 Trust, a collateral assignment of an intercompany lease of the Aircraft from the Owner Trustee to the Subsidiary, and is guaranteed by the Subsidiary.
The foregoing description of the Loan Agreement and the applicable certain Security Documents does not purport to be complete and is qualified in its entirety by reference to the definitive agreements, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.
| Item 7.01 | Regulation FD |
|---|
On July 14, 2025, the Company issued a press release. A copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the press release 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 this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Exhibits |
|---|---|
| Exhibit No. | Name |
| 99.1 | Press release dated July 14, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GLOBAL CROSSING AIRLINES GROUP INC. | ||
|---|---|---|
| Date: July 15, 2025 | By: | /s/ Ryan Goepel |
| Name: Ryan Goepel<br><br>Title: President and Chief Financial Officer |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Global Crossing Airlines Completes First Aircraft Acquisition and Adds Four More to Support Continued Business Growth
MIAMI, FL – July 14, 2025 – Global Crossing Airlines Group, Inc. (Cboe CA: JET, Cboe CA: JET.B, OTCQB: JETMF) (“GlobalX” or the “Company”), the Nation’s fastest-growing charter airline, today announced the completion of its first aircraft acquisition, along with the signing of lease agreements for four additional Airbus aircraft—significant steps in supporting the Company’s continued business expansion.
GlobalX has acquired an Airbus A320 (MSN 3101), currently operating in its fleet as N630VA and powered by two CFM56-5B engines. The aircraft was purchased from Falcon 2019-1 Aerospace Limited by an affiliate of GlobalX, with financing provided by Volofin Capital Management Ltd. of London.
“This acquisition marks a major milestone for GlobalX as we transition from an exclusively leased fleet to a hybrid ownership model,” said Ryan Goepel, President and CFO of GlobalX. “Owning select aircraft enhances our ability to manage long-term operating costs, plan maintenance and modifications more efficiently, and most importantly—build tangible asset value. These moves are part of our broader strategy to strengthen the balance sheet, improve key financial metrics, and position the company for long-term success.”
In tandem with the acquisition, GlobalX has signed definitive lease agreements from funds managed by AE Industrial Partners, LP for four Airbus A319 aircraft (MSNs 2477, 2481, 2492, and 2503) to meet increasing demand across its expanding charter and passenger service business.
“These new aircraft are arriving at exactly the right time,” Goepel added. “They represent more than a 20% increase to our current fleet and are critical to meeting the growing needs of our customers and supporting our rapid scale in passenger operations.”
The first A319 is expected to be delivered on August 31, 2025, with entry into service approximately 30 days later. The remaining aircraft will be delivered sequentially, with planned arrivals on September 30, October 31, and November 30, 2025. Pending FAA and DOT approvals, GlobalX will operate a fleet of 22 Airbus A320 family aircraft once the deliveries have been completed.
About Global Crossing Airlines Group, Inc.
GlobalX is a US 121 domestic flag and supplemental airline flying the Airbus A320 family of aircraft. The Company’s services include domestic and international ACMI and charter flights for passengers and cargo throughout the US, Caribbean, Europe, and Latin America. GlobalX is IOSA certified by IATA and holds TCOs for Europe and the UK.
For more information:
Company Contact
Ryan Goepel, President & CFO Tel: (720) 330-2829
Investor Relations Contact
Sean Mansouri, CFA or Aaron D’Souza Email: JET@elevate-ir.com
Cautionary Note Regarding Forward-Looking Information
This press release contains certain “forward-looking statements” and “forward-looking information”, as defined under applicable United States and Canadian securities laws, concerning anticipated developments and events that may occur in the future. Forward-looking statements contained in this press release include, but are not limited to, statements with respect to the Company’s continued business expansion, the transition to a hybrid ownership model, the expected benefits of aircraft ownership, improving balance sheet and financial metrics, increasing demand, rapid scale in passenger operations, delivery timelines for aircraft, expected fleet size, receipt of FAA and DOT approvals and the Company’s status as the Nation’s fastest growing charter airline. In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" suggesting future outcomes, or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. Forward-looking statements contained in this press release is based on certain factors and assumptions regarding, among other things, the receipt of financing to continue airline operations, the accuracy, reliability and success of GlobalX’s business model; GlobalX’s ability to accurately forecast demand; GlobalX will be able to successfully conclude definitive agreements for transactions subject to LOI; the timely receipt of governmental approvals, including from the FAA and DOT; the success of airline operations of GlobalX; GlobalX’s ability to successfully enter new geographic markets; the legislative and regulatory environments of the jurisdictions where GlobalX will carry on business or have operations; the Company has or will have sufficient aircraft to provide the service; the impact of competition and the competitive response to GlobalX’s business strategy; the future price of fuel, and the availability of aircraft. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect.
Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The Company has identified certain known material risk factors applicable to it in its Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC and its other filings with the SEC. Moreover, it is not always possible for the Company to predict how new risks and uncertainties that arise from time to time may affect it. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those described in the forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements are made as of the date of this press release. Except as required by applicable securities laws, the Company does not undertake any obligation to publicly update any forward-looking statements. If GlobalX does update one or more forward-looking statements, no inference should be made that it will make additional updates with respect to those or other forward-looking statements.