Global Crossing Airlines Group Inc

On October 8 th, 2021, according to adverse media, a former executive of Global Crossing Airlines Group Inc., Mr. Mark Morabito, committed insider trading by transferring shares to his spouse while in possession of undisclosed material information. According to the information provided by Global X represented by Mr. Ryan Goepel, President and CFO, (i) Mr. Morabito resigned as a director and officer of the Company on December 12, 2019; (ii) the Company underwent an organizational restructuring with change of leadership and headquarters to the United States by June 2020; (iii) adoption of an Insider Trading Policy applicable to all employees, directors and officers published on April 4, 2022; (iv) a legal proceeding was underway at the time. Mr. Morabito (joined by GlobalX) appealed to the British Columbia Court of Appeal regarding an abuse of process hearing. The British Columbia Court of Appeal ruled in favor of Mr. Morabito (and GlobalX) and ordered a new hearing on the abuse of process matter be held in front a new panel of British Columbia Securities Commission. The hearing is presently scheduled for December 2025. In the interim, Mr. Morabito, GlobalX and British Columbia Securities Commission have been discussing a settlement of the matter in a manner that would not require a fine or penalty payable by GlobalX. Although, no agreements have been in place as of December 31, 2024.

On October 1, 2021, GEM Global Yield LLC SCS ("GEM"), filed initial pleadings in the Supreme Court of the State of New York, County of New York, claiming the Company breached the share subscription agreement between the parties by failing to pay a $500,000 fee due on May 4, 2021. GEM requested repayment in full of the CAD $2,000,000 promissory note issued by the Company to GEM plus accrued interest and costs and expenses related to collection. On January 18, 2023, the Court granted summary judgment in favor of GEM. On March 29, 2023, Global Crossing Airlines and GEM entered a final settlement which included a payment plan for the $2,000,000 CAD free of interest and costs and expenses related to collection over nine months plus the extension of the agreement for 12 months. Upon final payment, GEM agrees to file a satisfaction of judgment in County of New York, effectively settling this issue. GlobalX made payments due per final settlement and the Company had no outstanding balance as of December 31, 2023. In addition, the Company expensed the full outstanding amount capitalized as deferred financing costs of $2,809,031 as of December 31, 2023.

On August 11, 2023 Global Crossing Airlines in combination with Top Flight Charters and its minority interest member filed a lawsuit in the United States District Court Southern District of Florida against Shorts Travel Management, Inc (Shorts) and STM Charters, Inc. seeking (1) to have an old non-solicit agreement signed by Top Flight' minority interest member to be declared invalid, (2) a declaration that Shorts alleged trade secrets do not exist and (2) damages arising from the Shorts defamation per se based on numerous false statements made by Shorts in the marketplace. On October 4, 2023, Shorts responded in court by denying the claims made and countersued all parties for breach of contract and theft of trade secrets. This case was settled with no financial impact to GlobalX.

There have been no material changes in our risk factors from those disclosed above in “Part I. Item 1A. Risk Factors”.