Global Crossing Airlines Announces Public Filing of S-1 Resale Registration Statement

Rhea-AI Summary

Global Crossing Airlines Group Inc. (JETMF) has filed a resale registration statement on Form S-1 with the SEC to register shares from previous private placements. This move, aimed at improving access to U.S. capital markets, includes Common Stock and Class B Non-Voting Common Stock from transactions that closed in June 2020, January 2021, and April 2021. The registration is pending effectiveness and may not be sold until approved. The statement emphasizes the company's operational strategies as a charter airline and acknowledges various risks involved in the airline industry.

Positive

• Filing for registration may enhance access to U.S. capital markets.
• Provides potential for liquidity for existing shareholders.

Negative

• Registration has not yet been declared effective, delaying potential capital raising.
• Inherent risks in the airline industry could impact operational success.

MIAMI, Nov. 23, 2021 (GLOBE NEWSWIRE) -- Global Crossing Airlines Group Inc. (JET: TSX-V; JET.B: TSX-V; JETMF: OTCQB) (the “Company” or “GlobalX”) announces that it has filed a resale registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the resale of shares of Common Stock and shares of Class B Non-Voting Common Stock issued and issuable upon the exercise of warrants (the “Securities”), issued in the Company’s private placement transactions, which closed in June, 2020, January 2021 and April 2021. The Registration Statement, once effective, will subject the Company to SEC reporting requirements under the Securities Exchange Act of 1934, which the Company believes will provide it with better access to the U.S. capital markets.

The Registration Statement relating to these Securities has been filed with the SEC, but has not yet been declared effective. These Securities may not be sold nor may offers to buy be accepted until the Registration Statement becomes effective. The Registration Statement is subject to amendment and completion. Copies of the Registration Statement (and the preliminary prospectus contained therein) may be obtained from the Company by request at Global Crossing Airlines Group Inc., Bldg. 5A, Miami Int’l Airport, 4th floor, 4200 NW 36th Street, Miami, FL 33146 or by visiting the SEC’s website at https://www.sec.gov/Archives/edgar/data/1846084/000119312521337083/0001193125-21-337083-index.htm.

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 an ACMI and charter airline serving the US, Caribbean, and Latin American markets. For more information, please visit www.globalxair.com. 

For more information, please contact:

Mark Salvador, Chief Marketing Officer
Email: mark.salvador@globalxair.com 
Tel: 786.751.8510

Or

Ryan Goepel, Chief Financial Officer
Email: ryan.goepel@globalxair.com
Tel: 786.751.8503

Cautionary Note Regarding Forward-Looking Information

This news release contains "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 effectiveness of the Registration Statement, the Company’s intention to fly as an ACMI and wet lease charter airline, the Company’s aircraft fleet size, and the destinations 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 certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" suggesting future outcomes, 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 to continue airline operations, the accuracy, reliability and success of GlobalX’s business model; the timely receipt of governmental approvals, including approval of the SEC for the Registration Statement; the success of airline operations of GlobalX; 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; 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 information involves 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 information. 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 disruptions, failure to retain or obtain sufficient aircraft, domestic and international airline industry conditions, 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, 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 necessary licenses and permits; the failure to receive SEC approval for the Registration Statement; and the additional risks identified in the "Risk Factors" section of the Company's reports and filings with applicable Canadian securities regulators. Although the Company has attempted to identify 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, readers should 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 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 or accepts responsibility for the adequacy or accuracy of this release.

FAQ

What is the purpose of Global Crossing Airlines' Form S-1 registration statement?

The Form S-1 registration statement aims to register the resale of shares to enhance access to U.S. capital markets.

What stocks are included in Global Crossing Airlines' registration statement?

The registration statement includes shares of Common Stock and Class B Non-Voting Common Stock from private placements.

When were the private placement transactions for Global Crossing Airlines conducted?

The private placement transactions closed in June 2020, January 2021, and April 2021.

What risks does Global Crossing Airlines face in the airline industry?

The company faces risks such as obtaining financing, operational execution, and industry competition, as stated in the press release.

What are the implications of the Registration Statement for Global Crossing Airlines' shareholders?

The Registration Statement, once effective, could provide liquidity options for shareholders but is pending approval from the SEC.