JETBF Global Crossing Airlines Group Inc (PK)

 

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): November 22, 2024

 

 

GLOBAL CROSSING AIRLINES GROUP INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			000-56409	86-2226137
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4200 NW 36th Street, Building 5A Miami International Airport
Miami, Florida				33166
(Address of Principal Executive Offices)				(Zip Code)

 

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

 

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

 

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

 

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

 

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

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

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

Emerging growth company ☒

---

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

 

---

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

At the Annual Meeting of Stockholders of Global Crossing Airlines Group Inc. (the “Company”) held on November 22, 2024 (the “2024 Annual Meeting”), the Company’s stockholders approved an amendment to the Company’s Employee Stock Purchase Plan (the “Plan”). 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 such stockholder approval, the Plan was amended to increase the number of shares authorized for issuance under the Plan by 3,000,000 shares (from 1,000,000 shares to 4,000,000 shares).

A more complete description of the terms of the Plan and the material amendment thereto can be found in “Proposal No. 2 - Approval of An Amendment to the Global Crossing Airlines Group Inc. Employee Stock Purchase Plan” (pages 32 through 33) in the Company’s definitive proxy statement dated October 15, 2024, and filed with the Securities and Exchange Commission on October 8, 2024.

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 22, 2024, the Company's stockholders at the 2024 Annual Meeting in Miami, Florida voted on the following matters:

 

 

 

Detailed results of the vote for the election of directors held at the 2024 Annual Meeting, are set out below:

Director	Votes For	% Votes For	Votes Withheld	% Votes Withheld
Andrew Axelrod	21,128,655	99.34%	138,909	0.65%
Alan Bird	20,875,993	98.15%	391,571	1.84%
T. Allan McArtor	15,487,675	72.82%	5,779,889	27.17%
Chris Jamroz	15,413,683	72.47%	5,853,881	27.52%
Deborah Robinson	15,483,134	72.80%	5,784,430	27.19%
Cordia Harrington	15,419,634	72.50%	5,847,930	27.49%
Paul Martins	7,818,612	36.76%	13,448,952	63.23%

The election of Mr. Martins is subject to the terms of the Company’s Majority Voting Policy.

Stockholders at the 2024 Annual Meeting also voted in favor of the amendment to the Company’s Employee Share Purchase Plan to increase the number of shares of common stock reserved for issuance by 3,000,000 shares:

 

Votes For	% Votes For	Votes Against	% Votes Against
21,161,023	99.49%	106,541	0.50%

Stockholders at the 2024 Annual Meeting also voted in favor of appointing Rosenberg Rich Baker Berman P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Votes For	% Votes For	Votes Against	% Votes Against
27,853,520	99.81%	50,796	0.18%

Item 8.01. Other Events

On November 25, 2024, the Company announced the results of the stockholder voting on the proposals at the 2024 Annual Meeting. A copy of the press release announcing this information is attached hereto as exhibit 99.1. The

---

information in this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Exhibits.

99.1 Press release of the Company, dated November 25, 2024

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

---

SIGNATURES

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

			GLOBAL CROSSING AIRLINES GROUP INC.
Date:	November 25, 2024	By:	/s/ Ryan Goepel
		Name: Title:	Ryan Goepel President and Chief Financial Officer

 

 

---

 

NEWS RELEASE

 

Global Crossing Airlines Announces Annual Meeting Results

MIAMI, FLORIDA, November 25, 2024 – Global Crossing Airlines Group, Inc. (JET: NEO; JET.B: NEO; JETMF: OTCQB) (the “Company” or “GlobalX”) announces that the nominees listed in the proxy statement for the 2024 Annual Meeting of Stockholders were elected as directors of the Company. Detailed results of the vote for the election of directors held at the Annual Meeting of Stockholders on November 22, 2024 in Miami, Florida, are set out below:

Director	Votes For	% Votes For	Votes Withheld	% Votes Withheld
Andrew Axelrod	21,128,655	99.34%	138,909	0.65%
Alan Bird	20,875,993	98.15%	391,571	1.84%
T. Allan McArtor	15,487,675	72.82%	5,779,889	27.17%
Chris Jamroz	15,413,683	72.47%	5,853,881	27.52%
Deborah Robinson	15,483,134	72.80%	5,784,430	27.19%
Cordia Harrington	15,419,634	72.50%	5,847,930	27.49%
Paul Martins	7,818,612	36.76%	13,448,952	63.23%

The election of Mr. Martins is subject to the terms of the Company’s Majority Voting Policy required by the Cboe Canada Exchange.

Stockholders at the Annual Meeting also voted in favor of an amendment to the Company’s Employee Share Purchase Plan to increase the number of shares of common stock reserved for issuance by 3,000,000 shares:

Votes For	% Votes For	Votes Against	% Votes Against
21,161,023	99.49%	106,541	0.50%

Stockholders at the Annual Meeting also voted in favor of appointing Rosenberg Rich Baker Berman P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Votes For	% Votes For	Votes Against	% Votes Against
27,853,520	99.81%	50,796	0.18%

 

About Global Crossing Airlines

 

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

 

For more information, please contact:

 

Company Contact

 

Ryan Goepel, President & CFO

Tel: (720) 330-2829

 

Investor Relations Contact

 

Sean Mansouri, CFA or Aaron D’Souza

Email: JET@elevate-ir.com

 

Cautionary Note Regarding Forward-Looking Information

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

In certain cases, forward-looking statements can be identified by the use of words such as "plans", "expects" "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or variations of such words and phrases or statements that

---

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

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

 

 

---

v3.24.3

Document and Entity Information	Nov. 22, 2024
Document Information [Line Items]
Amendment Flag	false
Entity Central Index Key	0001846084
Document Type	8-K
Document Period End Date	Nov. 22, 2024
Entity Registrant Name	GLOBAL CROSSING AIRLINES GROUP INC.
Entity Incorporation State Country Code	DE
Entity File Number	000-56409
Entity Tax Identification Number	86-2226137
Entity Address, Address Line One	4200 NW 36th Street
Entity Address, Address Line Two	Building 5A
Entity Address, Address Line Three	Miami International Airport
Entity Address, City or Town	Miami
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33166
City Area Code	786
Local Phone Number	751-8503
Written Communications	true
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Common stock, par value $0.001 per share
Document Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	JETMF
Security Exchange Name	NONE
Class B common stock, par value $0.001 per share
Document Information [Line Items]
Title of 12(b) Security	Class B common stock, par value $0.001 per share
Trading Symbol	JET.B
Security Exchange Name	NONE

---