Global Crossing Airlines Group Inc
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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FY2023 · Filed Mar 7, 2024
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Item 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) 1. Financial Statements
The information required by this item is included in Item 8 of Part II of this Form 10-K.
Financial Statement Schedules
The information required by this item is included in Item 8 of Part II of this Form 10-K.
Exhibits
The following exhibits are incorporated by reference or filed as part of this report:
| Exhibit · Incorporated by Reference · Filed or Furnished | ||||
|---|---|---|---|---|
| No. · Exhibit Description · Form · Date · Number · Herewith | ||||
| 2.1 | Share Exchange Agreement, dated as of February 5, 2020, between Canada Jetlines Ltd and Global Crossing Airlines, Inc. | S-1/A | 12/13/21 | 2.1 |
| 3.1 | Amended and Restated Certificate of Incorporation of Global Crossing Airlines Group Inc. | S-1/A | 12/13/21 | 3.1 |
| 3.2 | Amended and Restated Bylaws of Global Crossing Airlines Group Inc. | S-1 | 11/13/21 | 3.2 |
| 4.1 | Reference is made to exhibits 3.1 and 3.2. | 4.1 | ||
| 4.2 | Common Stock Purchase Warrant, dated April 20, 2021, issued by Global Crossing Airlines Group, Inc. to Ascent Global Logistics, Inc. | S-1/A | 12/13/21 | 4.2 |
| 4.4 | Indenture, dated August 2, 2023, by and among Global Crossing Airlines Group, Inc., Global Crossing Airlines, Inc., the other guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent | 8-K | 08/07/23 | 4.4 |
| 4.5 | Form of Common Stock Warrant, dated August 2, 2023 | 8-K | 08/07/23/ | 4.5 |
| 4.6 | Third Supplemental Indenture, dated December 21, 2023, by and among Global Crossing Airlines Group, Inc., Global Crossing Airlines, Inc., the other guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent | 8-K/A | 12/16/23 | 4.3 |
| 10.2 | Master Lease Agreement #ML 01862173 dated December 22, 2020, by and between Global Crossing Airlines LLC and CIT Bank, N.A. | S-1/A | 12/13/21 | 10.2 |
| 10.3 | Aircraft Lease Agreement by and between Global Crossing Airlines, Inc., as lessee, and Wilmington Trust Co, as owner-trustee for the Falcon MSN 2695 Trust, as lessor. | S-1/A | 12/13/21 | 10.3 |
| 10.4 | Subscription Agreement, entered into as of August 2, 2023, by and among Global Crossing Airlines Group Inc. Global Crossing Airlines Inc., and the subscribers named therein | 8-K | 08/07/23 | 10.4 |
| 10.5 | General Security Agreement, dated August 2, 2022, by and among Global Crossing Airlines Group, Inc., Global Crossing Airlines, Inc., the other guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent | 8-K | 08/07/23 | 10.5 |
| 10.6 | Registration Rights Agreement, entered into as of August 2, 2023, by and among Global Crossing Airlines Group Inc. and the subscribers named therein | 8-K | 08/07/23 | 10.6 |
| 10.11 | Aircraft ACMI Lease Agreement dated June 1, 2020, by and between Global Crossing Airlines, Inc. and SmartLynx Airlines Malta, as amended by that certain Amending Agreement No. 1 dated July 29, 2020 and that certain Amending Agreement No. 2 dated October 15, 2020. | S-1/A | 12/13/21 | 10.11 |
| 10.12 | 2018 Airline Use Agreement, dated December 17, 2020, by and between Miami-Dade County and Global Crossing Airlines LLC. | S-1/A | 12/13/21 | 10.12 |
| 10.13 | Passenger Aircraft Charter Agreement dated February 23, 2021, by and between Global Crossing Airlines, LLC and CubaX Air Tours, LLC. | S-1/A | 12/13/21 | 10.13 |
| 10.14 | Cooperation Agreement 2020 dated March 16, 2020, by and between Global Crossing Group and Airfleet Resources, Ltd., as amended by that certain Cooperation Agreement 2020, September Extension dated September 19, 2020. | S-1/A | 12/13/21 | 10.14 | |
| 10.15 | Aviation Fuel Supply Agreement dated June 3, 2020, by and between Global Crossing Airlines LLC and Associated Energy Group, LLC. | S-1/A | 12/13/21 | 10.15 | |
| 10.16 | AeroCRS Services Agreement dated December 22, 2020, by and between Global Crossing Airlines, Inc. and AERO CRS Ltd. | S-1/A | 12/13/21 | 10.16 | |
| 10.18† | Stock Option Plan dated October 15, 2020 | S-1/A | 12/13/21 | 10.18 | |
| 10.19† | Form of Stock Option Agreement | S-1/A | 12/13/21 | 10.19 | |
| 10.20† | Restricted Share Unit Plan | S-1/A | 12/13/21 | 10.20 | |
| 10.21† | Performance Share Unit Plan | S-1/A | 12/13/21 | 10.21 | |
| 10.22 | Securities Purchase Agreement, dated April 20, 2021, by and between Global Crossing Airlines Group Inc. and Ascent Global Logistics, Inc. | S-1/A | 12/13/21 | 10.22 | |
| 10.23† | Form of Indemnification Agreement for Officers and Directors | S-1/A | 12/13/21 | 10.23 | |
| 10.24 | Nomination Rights Agreement, dated April 20, 2021, by and between the Company and Ascent Global Logistics, Inc. | S-1/A | 12/13/21 | 10.24 | |
| 10.25 | Registration Rights Agreement, dated April 20, 2021, by and between the Company and Ascent Global Logistics, Inc. | S-1/A | 12/13/21 | 10.25 | |
| 10.26 | Master Service Agreement, dated May 18, 2021 by and among Global Crossing Airlines LLC and U.S. Bank National Association, acting through Elavon Canada Company | S-1/A | 12/13/21 | 10.26 | |
| 10.28 | Framework Agreement, dated June 23, 2020 by and among the Company and SmartLynx Airlines Malta Limited | S-1/A | 12/13/21 | 10.28 | |
| 10.29 | Joint Venture Agreement, dated September 9, 2020 between KD Holdings LLC and Global Crossing Airlines LLC | S-1/A | 12/13/21 | 10.29 | |
| 10.31 | Operating Lease Agreement, dated July 9, 2021, between UMB Bank, NA and the Company | S-1/A | 12/13/21 | 10.31 | |
| 10.34 | Aircraft Lease Agreement, dated November 5, 2021 between UMB Bank, National Association, and Global Crossing Airlines, Inc. | S-1/A | 12/13/21 | 10.34 | |
| 10.35 | Aircraft Lease Agreement, dated November 5, 2021 between UMB Bank, National Association, and Global Crossing Airlines, Inc. | S-1/A | 12/13/21 | 10.35 | |
| 10.36† | Employment Agreement, dated September 1, 2021, by and between the Company and Ryan Goepel | S-1/A | 12/13/21 | 10.36 | |
| 10.37 | Subscription Agreement, entered into as of August 2, 2023, by and among Global Crossing Airlines Group Inc. Global Crossing Airlines Inc., and the subscribers named therein | 8-K | 8/7/23 | 10.37 | |
| 10.38 | General Security Agreement, dated August 2, 2022, by and among Global Crossing Airlines Group, Inc., Global Crossing Airlines, Inc., the other guarantors named therein and U.S. Bank Trust Company, National Association, as trustee and collateral agent | 8-K | 8/7/23 | 10.38 | |
| 10.39 | Registration Rights Agreement, entered into as of August 2, 2023, by and among Global Crossing Airlines Group Inc. and the subscribers named therein | 8-K | 8/7/23 | 10.39 | |
| 21.1 | Subsidiaries of the Company | X | |||
| 23.1 | Consent of Rosenberg Rich Baker Berman, P.A. | X | |||
| 31.1 | Certification of Executive Chairman and President pursuant Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 31.2 | Certification of President & Chief Financial Officer pursuant Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||
| 32.1 | Certifications of Executive Chairman and President pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 | X | |||
| 32.2 | Certifications of President & Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 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 formatted as Inline XBRL and contained in Exhibit 101 |
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