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ESPP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-56409

Global Crossing Airlines Group Inc.

(Exact name of registrant as specified in its charter)

     Delaware

     86-2226137

     (State or other jurisdiction of
incorporation or organization)

     (I.R.S. Employer
Identification Number)

     4200 NW 36th Street, Building 5A
Miami International Airport
Miami, Florida

     33166

     (Address of principal executive office)

     (Zip Code)

Registrant’s telephone number, including area code: (786) 751-8503

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: common stock and Class B non-voting common stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[X]

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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of the registrant’s Common Stock as of August 8, 2025 was 64,487,455 shares, consisting of 49,173,719 shares of common stock, 5,537,313 shares of Class A Non-Voting Common Stock and 9,776,423 shares of Class B Non-Voting Common Stock.

GLOBAL CROSSING AIRLINES GROUP INC.

Form 10-Q

Period Ended June 30, 2025

Index


Global Crossing Airlines Group Inc.		Page

ITEM 1. GLOBAL CROSSING AIRLINES GROUP INC. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024		3
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)		4
Condensed Consolidated Statements of Stockholders' Equity for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited)		5
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited)		6
Notes to Condensed Consolidated Financial Statements (Unaudited)		7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		19
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		27
ITEM 4. CONTROLS AND PROCEDURES		27
PART II - OTHER INFORMATION		28
ITEM 6. EXHIBITS		29
SIGNATURES		30

GLOBAL CROSSING AIRLINES GROUP INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share quantities)


	June 30, 2025			December 31, 2024
	(Unaudited)
Current Assets
Cash and cash equivalents	$	13,449		$	12,345
Restricted cash		634			1,698
Accounts receivable, net of allowance		6,560			6,678
Prepaid expenses and other current assets		3,526			2,142
Current assets held for sale		419			489
Total Current Assets		24,588			23,352
Property and equipment, net		14,402			10,308
Finance leases, net		27,957			27,489
Operating lease right-of-use assets		82,237			89,809
Deposits		12,434			11,552
Other assets		3,881			4,229
Total Assets	$	165,499		$	166,739
Current liabilities
Accounts payable	$	13,188		$	12,568
Accrued liabilities		27,251			20,418
Deferred revenue		4,057			8,903
Customer deposits		4,299			4,080
Current portion of long-term operating leases		16,124			16,479
Current portion of finance leases		5,656			3,434
Total current liabilities		70,575			65,882
Other liabilities
Note payable, net of unamortized debt issuance costs		30,106			29,729
Long-term operating leases		67,426			75,128
Long-term finance leases		24,017			25,182
Other liabilities		291			286
Total other liabilities		121,840			130,325
Total Liabilities	$	192,415		$	196,207
Commitments and Contingencies (Note 9)
Stockholders' Equity (Deficit)
Common Stock
$.001 par value; 200,000,000 authorized; 64,455,789 and 61,758,727 issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	$	65		$	62
Additional paid-in capital		42,503			40,949
Retained deficit		(69,804	)		(70,566	)
Total Company's stockholders’ deficit		(27,236	)		(29,555	)
Noncontrolling interest		320			87
Total stockholders’ deficit		(26,916	)		(29,468	)
Total Liabilities and Deficit	$	165,499		$	166,739

See accompanying notes to condensed consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(In thousands, except share and per share amounts)


	Three Months Ended June 30, 2025		Three Months Ended June 30, 2024		Six Months Ended June 30, 2025		Six Months Ended June 30, 2024

Revenue	$	61,381	$	57,546	$	127,982	$	111,380
Operating Expenses
Salaries, Wages, & Benefits		19,906		16,745		38,700		33,520
Aircraft Fuel		3,038		5,601		10,443		13,800
Maintenance, materials and repairs		5,409		2,645		9,261		5,578
Depreciation and amortization		2,607		1,444		4,855		2,609
Contracted ground and aviation services		4,474		4,757		10,780		11,660
Travel		2,325		3,118		5,279		6,969
Insurance		1,276		1,554		2,537		3,188
Aircraft Rent		13,919		14,762		29,160		27,523
Other		5,149		4,377		10,580		8,609
Total Operating Expenses	$	58,103	$	55,003	$	121,595	$	113,456
Operating Income (Loss)		3,278		2,543		6,387		(2,076	)
Non-Operating Expenses
Interest Expense		2,661		2,258		5,244		4,018
Total Non-Operating Expenses		2,661		2,258		5,244		4,018
Income (Loss) before income taxes		617		285		1,143		(6,094	)
Income tax expense		-		-		-		-
Net Income (Loss)		617		285		1,143		(6,094	)
Net Income attributable to Noncontrolling Interest		9		1		381		1
Net Income (Loss) attributable to the Company		608		284		762		(6,095	)
Income (Loss) per share:
Basic	$	0.01	$	0.00	$	0.01	$	(0.10	)
Diluted	$	0.01	$	0.00	$	0.01	$	(0.10	)
Weighted average number of shares outstanding		64,043,388		60,008,779		63,132,541		59,621,946

Fully diluted shares outstanding		71,261,322		83,633,139		70,350,475		59,621,946

See accompanying notes to condensed consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(UNAUDITED)

(In thousands, except shares quantities)



	Common Stock Number of Shares		Amount		Additional Paid in Capital		Retained Deficit			Total			Noncontrolling Interest			Total
Beginning – January 1, 2024		58,925,871	$	59	$	38,943	$	(59,094	)	$	(20,092	)	$	225		$	(19,867	)
Issuance of shares - share based compensation on RSUs		742,079		1		342		—			343			—			343
Loss for the period		—		—		—		(6,379	)		(6,379	)		—			(6,379	)
Ending – March 31, 2024		59,667,950	$	60	$	39,285	$	(65,473	)	$	(26,128	)	$	225		$	(25,903	)
Issuance of shares - share based compensation on RSUs		544,157		—		498		—			498			—			498
Issuance of shares - ESPP		391,574		—		221		—			221			—			221
Dividends		—		—		—		—			—			(100	)		(100	)
Income for the period		—		—		—		284			284			1			285
Ending – June 30, 2024		60,603,681	$	60	$	40,004	$	(65,189	)	$	(25,125	)	$	126		$	(24,999	)



	Common Stock Number of Shares		Amount		Additional Paid in Capital		Retained Deficit			Total			Noncontrolling Interest			Total
Beginning – January 1, 2025		61,758,727		62		40,949		(70,566	)		(29,555	)		87			(29,468	)
Issuance of shares – options exercised		50,000		—		12		—			12			—			12
Issuance of shares – share based compensation on RSUs		1,876,109		2		534		—			536			—			536
Income for the period		—		—		—		154			154			372			526
Issuance of shares - ESPP		5,496		—		3		—			3			—			3
Ending – March 31, 2025		63,690,332	$	64	$	41,498	$	(70,412	)	$	(28,850	)	$	459		$	(28,391	)
Issuance of shares – options exercised		196,667		—		49		—			49			—			49
Issuance of shares – share based compensation on RSUs		309,994		1		776		—			777			—			777
Issuance of shares - ESPP		258,796		—		168		—			168			—			168
Proceeds from disgorgement of stockholders' short-swing profits (Note 11)		—		—		12		—			12			—			12
Dividends		—		—		—		—			—			(148	)		(148	)
Income for the period		—		—		—		608			608			9			617
Ending – June 30, 2025		64,455,789	$	65	$	42,503	$	(69,804	)	$	(27,236	)	$	320		$	(26,916	)

See accompanying notes to condensed consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	For the six months ended June 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (Loss)	$	1,143		$	(6,094	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation expense		4,855			2,609
Credit losses		111			357
Loss on sale of spare parts		63			79
Amortization of debt issue costs		377			339
Amortization of operating lease right of use assets		7,955			7,081
Share-based payments		1,339			874
Interest on finance leases		2,181			1,042
Changes in assets and liabilities:
Accounts receivable		29			3,339
Assets held for sale		8			(298	)
Prepaid expenses and other current assets		(1,289	)		535
Accounts payable		620			2,501
Accrued liabilities and other liabilities		2,206			(5,821	)
Operating lease obligations		(8,440	)		(6,838	)
Other liabilities		(2,215	)		(945	)
Net cash provided by (used in) operating activities		8,943			(1,240	)
CASH FLOWS FROM INVESTING ACTIVITIES
Deposits, deferred costs and other assets		(1,189	)		(1,616	)
Purchases of property and equipment		(5,425	)		(3,603	)
Net cash used in investing activities		(6,614	)		(5,219	)
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on finance leases		(2,360	)		(858	)
Proceeds on issuance of shares		207			188
Dividends		(148	)		(100	)
Proceeds from disgorgement of stockholders' short-swing profits		12			—
Net cash used in financing activities		(2,289	)		(770	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		40			(7,229	)
Cash, cash equivalents and restricted cash - beginning of the period		14,043			17,676
Cash, cash equivalents and restricted cash - end of the period	$	14,083		$	10,447
Non-cash investing and financing activities
Reclass of Property and equipment to Accounts receivable (aircraft receivable) and Prepaid expenses and other current assets (deferred maintenance)	$	117		$	-
Right-of-use (ROU) assets acquired through operating leases	$	383		$	20,865
Equipment acquired through finance leases	$	3,453		$	17,085
Cash paid for
Interest	$	4,552		$	3,421

See accompanying notes to condensed consolidated financial statements.

GLOBAL CROSSING AIRLINES GROUP INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Item 1 - Financial Statements

BASIS OF PRESENTATION AND GOING CONCERN

Global Crossing Airlines Group Inc. (the “Company” or “GlobalX”), as its principal business activity, provides passenger and cargo aircraft to customers through aircraft operating service agreements, including, crew, maintenance and insurance (“ACMI”) and charter services (“Charter”) serving the United States, Caribbean, Latin American and European markets.

The condensed consolidated financial statements include the accounts of the Company, and its subsidiaries, Global Crossing Airlines, Inc. and Global Crossing Airlines Operations, LLC (collectively “GlobalX USA”), Global Crossing Airlines Holdings, Inc, GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC (“GlobalX Tours”), LatinX Air S.A.S., UrbanX Air Mobility, Inc. (“UrbanX”), Charter Air Solutions, LLC (“Top Flight”), and MSN 3101 Acquisition LLC (“MSN 3101”). All intercompany transactions and balances have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of the Company, the Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of June 30, 2025, and its results of operations for the three and six months ended June 30, 2025, and its cash flows for the six months ended June 30, 2025. The condensed consolidated balance sheet at December 31, 2024, was derived from the Company's audited annual consolidated financial statements as of and for the year ended December 31, 2024, but does not contain all of the footnote disclosures from such audited annual consolidated financial statements. The Financial Statements should be read in conjunction with such audited consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which includes additional disclosures and a summary of our significant accounting policies.

The Company's quarterly results are subject to seasonal and other fluctuations and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.

The Financial Statements have been prepared in conformity with GAAP on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of June 30, 2025, the Company had a working capital deficit of $46.0 million and a retained deficit of $69.8 million. Without ongoing income generation or additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months from the date of the filing of this Quarterly Report on Form 10-Q. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financing or obtain them on favorable terms. The Financial Statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses or the statements of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.

Reclassification

The Company reclassified $87,000 from Retained Deficit to Noncontrolling Interest related to a prior year change on its condensed consolidated balance sheet as of June 30, 2025, to conform with current year presentation. In addition, a reclassification adjustment of $2,000 was done from Retained Deficit to Common Stock for the condensed consolidated balance sheet as of December 31, 2024. We consider these adjustments to be immaterial to the Financial Statements.

2. NEW ACCOUNTING STANDARDS

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU 2023-09 – Improvements to Income Tax Disclosures – Amendments (the "Update"). This Update requires that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income tax rate). All entities disclose on an annual basis the following information about income taxes paid: (1) the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes; and (2) the amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). All entities disclose the following information: (1) income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign; and (2) income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. The amendments in this Update eliminate the requirement for all entities to (1) disclose the nature and estimate of the range of the reasonably possible change in the unrecognized tax benefits balance in the next 12 months or (2) make a statement that an estimate of the range cannot be made. The amendments in this Update remove the requirement to disclose the cumulative amount of each type of temporary difference when a deferred tax liability is not recognized because of the exceptions to comprehensive recognition of deferred taxes related to subsidiaries and corporate joint ventures. The amendments in this Update replace the term public entity as currently used in Topic 740 with the term public business entity as defined in the Master Glossary of the Codification. The amendments in this Update are effective for public business entities for fiscal years beginning after December 15, 2024. The Company will adopt ASU 2023-09 in its fourth quarter of 2025 using a prospective transition method. The Company is currently evaluating the full effect that the adoption of this standard will have on its condensed consolidated financial statements.

In March 2024, the FASB issued ASU 2024-01 – Compensation-Stock Compensation – Amendments to improve GAAP by adding an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards ("profits interest awards") should be accounted for in accordance with Topic 718, Compensation-Stock Compensation. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2024. The Company adopted the provisions of ASU 2024-01 as of January 1, 2025, which did not materially impact the Company’s Financial Statements.

In November 2024, the FASB issued ASU 2024-03 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity: (1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption with a relevant expense caption being an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e); (2) include certain amounts that are already required to be disclosed under GAAP in the same disclosure as the other disaggregation requirements; (3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively; and (4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. An entity is not precluded from providing additional voluntary disclosures that may provide investors with additional decision-useful information. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Managements expect no significant impact after adoption of the new standard.

In January 2025, the FASB issued ASU 2025-01 – Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures. The amendment in this update amends the effective date of Update 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Managements expect no significant impact after adoption of the new standard.

3. INVESTMENTS

Investment in Canada Jetlines Operations Ltd. (“Jetlines”):

On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of Jetlines to GlobalX stockholders. At that time, GlobalX retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method.

On September 11, 2024, Jetlines filed an Assignment in Bankruptcy after finding that it would be unable to secure financing to continue with its Proposal under the Bankruptcy and Insolvency Act. BDO Canada Limited was assigned as Trustee of the bankrupt estate. Prior to bankruptcy, the Company held approximately 7% ownership of Jetlines. As a result of the filing, Jetlines shares were deemed to be worthless with its outstanding shares cancelled in accordance with its Proposal under the Bankruptcy and Insolvency Act.

The Company had provided a guarantee for one of Jetlines’ aircraft and as a result the Company settled a $1.3 million obligation with Jetlines’ lessor of related aircraft during the year ended December 31, 2024, which was recorded in current liabilities and non-operating expenses on the Company’s condensed consolidated balance sheet and statement of operations, respectively.

NOTE PAYABLE

On August 2 and December 21, 2023, the Company consummated the placement of $35 million and $0.7 million, respectively, of senior secured notes due 2029 (the “Secured Notes”).

The terms of the Secured Notes include:

•

a term of 6 years and maturity date of June 30, 2029 with no principal payments due until maturity date;

•

the notes bear interest at a fixed rate of 15% per annum and include an upfront fee of 2% of the principal payment;

•

the Company is permitted to prepay all (but not less than all) of the notes beginning on July 1, 2025 subject to a redemption premium of (i) 7.5% of the principal to be redeemed on or prior to August 2, 2026, (ii) 5.0% of the principal to be redeemed after August 2, 2026 and on or prior to August 2, 2027, (iii) 2.5% of the principal to be redeemed after August 2, 2027 and on or prior to August 2, 2028, (iv) 0% of the principal to be redeemed after August 2, 2028;

•

the investors were granted 10 million warrants, each exercisable into one share of Class A common stock at an exercise price of $1.00 per share, with such warrants expiring on June 30, 2030;

•

each of the Company's material subsidiaries guaranteed the notes;

•

the notes and the related guarantees are secured by a lien on substantially all of the property and assets of the Company and the guarantors of the notes.

•

financial covenants requiring minimum adjusted EBITDA of (i) $5,000,000 for the fiscal year ended December 31, 2023, (ii) $15,000,000 for the fiscal year ended December 31, 2024 and (iii) $25,000,000 for the fiscal year ending December 31, 2025;

•

minimum liquidity of $5,000,000 measured at each quarter end; and

•

collateral of substantially of all the Company's assets.

The Company determined that the terms of the warrants issued in the financing require the warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $3.8 million related to the warrants along with a corresponding credit to additional paid in capital. As the warrants are classified as equity warrants the Company will not remeasure the warrants each accounting period.

The debt issuance costs resulting from the warrants along with other direct costs of the financing will be amortized to interest expense using the effective interest method.

Related to issuance of Secured Notes of $0.7 million on December 21, 2023, the Company and the purchasers of the Secured Notes amended the original placement of $35 million of the Secured Notes to allow for the sale of an additional $5 million senior secured notes due 2029 to current purchasers and the total warrants increased by 142,874 warrants with an exercise price of $1.00 per warrant. The net proceeds from the sale of the additional notes were used to repurchase $4.3 million principal amount of Secured Notes from a current purchaser of the Secured Notes plus payment of accrued interest due of $251,000, with the remaining balance used for general corporate purposes, including the transaction expenses and deposits to expand its current fleet of aircraft. No other substantial modification to the terms of the $35 million Secured Notes from August 2, 2023 was made in the issuance of the additional notes.

Notes Payable is comprised of the following in thousands:


	For the Six Months Ended June 30, 2025			For the Year Ended December 31, 2024
Subscription Agreement	$	35,684		$	35,684
Less unamortized debt issuance costs, noncurrent		(5,578	)		(5,955	)
Total carrying amount		30,106			29,729
Less current maturities	—			—
Total long-term Note Payable	$	30,106		$	29,729

SHARE CAPITAL AND ADDITIONAL PAID IN CAPITAL AUTHORIZED

As of June 30, 2025 and December 31, 2024, the Company had 49,142,053 and 44,667,815 common shares, 5,537,313 and 5,537,313 Class A Non-Voting Common Shares, and 9,776,423 and 11,553,599 Class B Non-Voting Shares outstanding, respectively.

WARRANTS

Following is a summary of the warrant activity during the three and six months ended June 30, 2025 and 2024:


	Number of Share Purchase Warrants			Weighted Average Exercise Price
Outstanding January 1, 2024		22,571,471		$	1.22
Issued		—			—
Exercised		—			—
Expired		(4,838,707	)		1.24
Outstanding March 31, 2024		17,732,764		$	1.21
Issued		—			—
Exercised		—			—
Expired		—			—
Outstanding June 30, 2024		17,732,764		$	1.21


Outstanding January 1, 2025		17,732,764		$	1.21
Issued		—			—
Exercised		—			—
Expired		—			—
Outstanding March 31, 2025		17,732,764		$	1.21
Issued		—			—
Exercised		—			—
Expired		—			—
Outstanding June 30, 2025		17,732,764		$	1.21

As of June 30, 2025, the following share purchase warrants were outstanding and exercisable:


Outstanding		Exercise Price	Remaining life (years)		Expiry Date
	7,537,313	$1.50		0.83	April 29, 2026
	10,195,451	$1.00		5.00	Jun 30, 2030
	17,732,764

As of June 30, 2024, the following share purchase warrants were outstanding and exercisable:


Outstanding		Exercise Price	Remaining life (years)		Expiry Date
	7,537,313	$1.50		1.83	April 29, 2026
	10,195,451	$1.00		6.00	June 30, 2030
	17,732,764

STOCK-BASED COMPENSATION

The maximum number of shares of common stock of the Company (the “Common Stock”) issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is 9,400,000.

Stock options

The Company grants stock options to directors, officers, employees and consultants as compensation for services, pursuant to its Amended Stock Option Plan (the “Stock Option Plan”). The maximum exercise price per share shall not be less than the closing price of a share of Common Stock on the last trading day preceding the date on which the grant of options is approved by the Board of

Directors. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board of Directors in its discretion with certain restrictions in accordance with the Stock Option Plan.

The following is a summary of stock option activities for the three and six months ended June 30, 2025 and 2024:


	Number of stock options			Weighted average exercise price		Weighted average grant date fair value
Outstanding January 1, 2024		470,668		$	0.25	$	0.29
Granted		—			—		—
Exercised		—			—		—
Forfeited		(157,334	)		0.37		0.36
Outstanding March 31, 2024		313,334		$	0.25	$	0.25
Granted		—			—		—
Exercised		—			—		—
Forfeited		(66,667	)		0.25		0.25
Outstanding June 30, 2024		246,667		$	0.25	$	0.25


Outstanding Jan 1, 2025		246,667		$	0.25	$	0.25
Granted		—			—		—
Exercised		(50,000	)		0.25		0.25
Forfeited		—			—		—
Outstanding March 31, 2025		196,667		$	0.25	$	0.25
Granted		—			—		—
Exercised		(196,667	)		0.25		0.25
Forfeited		—			—		—
Outstanding June 30, 2025		—		$	-	$	-

As of June 30, 2025, there were no stock options outstanding and exercisable.

As of June 30, 2024, the following stock options were outstanding and exercisable:


Outstanding		Exercisable		Exercise Price		Remaining life (years)		Expiry Date
	246,667		246,667	$	0.25		—	June 23, 2025
	246,667		246,667

The Company recognizes share-based payments expense for all stock options granted using the fair value based method of accounting. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Common Stock, forfeiture rate, and expected life of the options.

There were no stock options granted during the three and six months ended June 30, 2025 and 2024.

Restricted share units

The Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended RSU Plan (the “RSU Plan”). One restricted share unit has the same value as a share of Common Stock. The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion.

At the election of the Board of Directors, upon each vesting date, participants receive (a) the issuance of Common Stock from treasury equal to the number of RSUs vesting, (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a share of Common Stock, calculated as the closing price of a share of Common Stock on the OTCQB for the trading day immediately preceding such payment date or (c) a combination of (a) and (b).

On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, then the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present

obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterpart asks for cash settlement.

If no such obligation exists, then RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:

If the Company elects to settle in cash, then the cash payment is accounted for as the repurchase of an equity interest (i.e. as a deduction from equity), except as noted in (c) below.

If the Company elects to settle by issuing shares, then the value of RSUs initially recognized in reserves is reclassified to capital, except as noted in (c) below.

If the Company elects the settlement alternative with the higher fair value, then as of the date of settlement, the Company recognizes an additional expense for the excess value given (i.e. the difference between the cash paid and the fair value of shares that would otherwise have been issued, or the difference between the fair value of the shares and the amount of cash that would otherwise have been paid, whichever is applicable).

The following is a summary of RSU activities for the three and six months ended June 30, 2025 and 2024:


	Number of RSUs			Weighted average grant date fair value per RSU
Outstanding January 1, 2024		4,989,603		$	0.98
Granted		2,573,333			0.52
Vested		(794,579	)		1.02
Forfeited		(870,002	)		1.11
Outstanding March 31, 2024		5,898,355		$	0.75
Granted		231,667			0.54
Vested		(619,908	)		1.26
Forfeited		(330,892	)		0.71
Outstanding June 30, 2024		5,179,222		$	0.69

Outstanding January 1, 2025		5,268,373		$	0.65
Granted		4,149,000			0.67
Vested		(1,876,109	)		0.60
Forfeited		(246,669	)		0.66
Outstanding March 31, 2025		7,294,595		$	0.67
Granted		250,002			0.66
Vested		(309,994	)		0.91
Forfeited		(16,669	)		0.84
Outstanding June 30, 2025		7,217,934		$	0.67

During the three and six months ended June 30, 2025, the Company recognized total share-based payments expense with respect to stock options, RSUs and employees' stock purchase plan of $0.8 million and $1.3 million, respectively.

During the three and six months ended June 30, 2024, the Company recognized total share-based payments expense with respect to stock options, RSUs and employees' stock purchase plan of $0.5 million and $0.9 million, respectively.

The remaining compensation that has not been recognized as of June 30, 2025 and 2024 with regards to RSUs and the weighted average period in which they will be recognized are $3.5 million and 1.85 years and $2.8 million and 2.16 years, respectively. As of June 30, 2025, all compensation expense with respect to stock options has been recognized.

Employee Stock Purchase Plan

In September 2021, the Board adopted the GlobalX 2021 Employee Stock Purchase Plan (“ESPP”). There are 2 offering periods during which the employees make contributions to the ESPP. The first offering period runs from May 16th to October 31st of each year and the second offering period runs from November 1stto May 15th of each year. Eligible employees may purchase a maximum of 10,000 shares of Common Stock per offering through payroll deductions at a price per share equal to 85% of the lower of the fair market values of a share of Common Stock as of the beginning or the end of six-month offering periods. An employee's payroll deductions under the ESPP are limited to 15% of the employee's compensation and an employee may not purchase more than $25,000 of Common Stock during any calendar year in which the employee’s option to purchase shares under the ESPP is outstanding at any time.

At the Annual Meeting of Stockholders of the Company held on November 22, 2024, the Company’s stockholders approved an amendment to the ESPP. 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 ESPP was amended to increase the number of shares authorized for issuance under the ESPP by 3,000,000 shares of Common Stock (from 1,000,000 shares to 4,000,000 shares).

During the three and six months ended June 30, 2025, the Company issued 258,796 and 264,292 shares, respectively, under the ESPP. During the three and six months ended June 30, 2024, the Company issued 391,574 shares under the ESPP.

As of June 30, 2025 and 2024, total recognized equity-based compensation costs related to ESPP were approximately $171,000 and $222,000, respectively.

ESPP payroll contributions accrued at June 30, 2025 and 2024 totaled approximately $10,000 and $48,000, respectively, and are included within accrued expenses in the consolidated balance sheets. Employee payroll contributions used to purchase shares under the ESPP will be reclassified to stockholders' equity at the end of the offering period.

8. INCOME TAXES

The Company’s expected effective tax rate for the three and six months ended June 30, 2025, and 2024 was 0%. The effective tax rate varies from the statutory rate due to the change in the valuation allowance.

9. COMMITMENTS AND CONTINGENCIES

The Company has contractual obligations and commitments primarily with regard to management and development services, lease arrangements and financing arrangements.

On October 14, 2021, the Company entered into a lease agreement for one Airbus A321 converted freighter. The ten-year lease term commenced on January 23, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 120 months, plus supplemental rent for maintenance of the aircraft.

On June 21, 2022, the Company entered into a lease agreement for one A321F cargo aircraft. The eight-year lease term commenced on August 1, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 94 months, plus supplemental rent for maintenance of the aircraft.

On December 14, 2022, the Company entered into a lease agreement for one A319 passenger aircraft. The two-year lease term commenced on August 18, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 24 months, plus supplemental rent for maintenance of the aircraft.

On January 27, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The six-year lease term commenced on April 21, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.

On May 22, 2023, the Company entered into a lease agreement for a commercial property warehouse. The approximately five-year lease term commenced on June 1, 2023. Under the agreement, the Company will pay the lessor variable monthly rents increasing once every year for 62 months, plus estimated expenses for insurance, utilities, taxes, management fees and other operating expenses.

On June 16, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The four-year lease term commenced on November 13, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 48 months, plus supplemental rent for maintenance of the aircraft.

On August 8, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The three-year lease commenced on September 3, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 36 months, plus supplemental rent for maintenance of the aircraft.

On September 8, 2023, the Company entered into a lease agreement for one A321F cargo aircraft. The eight-year lease term commenced on October 6, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 96 months, plus supplemental rent for maintenance of the aircraft.

On November 17, 2023, the Company signed a lease agreement for one A321 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 24 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On November 20, 2023, the Company entered into a lease agreement for one A320 passenger aircraft. The approximately seven-year lease term commenced on February 9, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 86 months, plus supplemental rent for maintenance of the aircraft.

On December 22, 2023, the Company entered into a lease agreement for one A321F cargo aircraft. The ten-year lease commenced on March 8, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 120 months, plus supplemental rent for maintenance of the aircraft.

On January 19, 2024, the Company entered into a lease agreement for one A320 passenger aircraft. The approximately one-year lease commenced on July 9, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 16 months, plus supplemental rent for maintenance of the aircraft.

On April 16, 2024, the Company entered into a lease agreement for one A320 passenger aircraft. The six-year lease commenced on April 17, 2024. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.

On April 29, 2024, the Company entered into a lease agreement for one A321F passenger aircraft. The approximately one-year lease commenced on January 31, 2025. Under the agreement, the Company will pay the lessor a fixed monthly rent for 22 months, plus supplemental rent for maintenance of the aircraft. Following the expiration date, the aircraft is expected to undergo a passenger-to-freighter conversion and a second lease after completion which will run through an additional 102 months from redelivery date.

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 27 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 36 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 37 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On June 6, 2025, the Company signed a lease agreement for one A319 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in 2025 and will run through 39 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

The Company reviewed the operating leases for extension options that may be reasonably certain to be exercised and then would become part of the right-of-use assets and lease liabilities. On December 21, 2022, and October 10, 2023, the Company signed extensions for two aircraft extending their lease terms for an additional 60 and 15 months from original ending date of June 1, 2023, and October 1, 2023, to May 31, 2028, and December 31, 2024, respectively. In addition, on March 27, 2024 an additional extension was signed to extend aircraft lease term for an additional 74 months from previous extended ending date of December 31, 2024 to February 28, 2031. Terms of extensions were agreed solely to grant the Company the right to use the asset for the related additional time including no changes in payment rent. As such, extension was accounted as a modification of lease in accordance with ASC 842 rather than as a new contract and the Company remeasured at modification date the following: right-of-use asset, lease liability, discount rate, lease term and classification. Furthermore, on August 1, 2024, the Company signed a new lease to extend one A320 passenger aircraft for a lease term of an additional 93 months from original ending date of November 15, 2023. Terms of extension included contingencies on lessor of timely deliveries of repairs on engines and incremental increases in monthly basic rents throughout the lease. As such, extension was accounted as a new lease in accordance with ASC 842 from a new contract and the Company recorded at lease commencement date a new right-of-use asset and lease liability.

The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded in thousands on the Company's condensed consolidated balance sheet as of June 30, 2025. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.


	Finance Leases		Operating Leases
Remainder of 2025	$	4,776	$	13,699
2026		9,232		24,672
2027		7,163		22,016
2028		6,484		16,232
2029		6,217		13,820
2030 and thereafter		8,662		30,593
Total minimum lease payments		42,534		121,032
Less amount representing interest		12,861		37,482
Present value of minimum lease payments		29,673		83,550
Less current portion		5,656		16,124
Long-term portion	$	24,017	$	67,426

The table below presents information for lease costs related to the Company's finance and operating leases in thousands:


	For The Three Months Ended June 30,		For The Six Months Ended June 30,
	2025	2024	2025	2024
Finance lease cost
Amortization of leased assets	$1,573	$756	$2,986	$1,087
Interest of lease liabilities	1,095	733	2,181	1,042
Operating lease cost
Operating lease cost (1)	4,014	4,377	7,955	7,081
Short-term lease cost (2)	467	478	965	820
Total lease cost	$7,149	$6,344	$14,087	$10,030

(1) Expenses are classified within Aircraft Rent on the Company's condensed consolidated statements of operations.

(2) Expenses are classified within Other on the Company's condensed consolidated statements of operations.

The Company utilizes the rate implicit in the lease whenever it is easily determined. For leases where the implicit rate is not readily available, we utilize our incremental borrowing rate as the discount rate. The table below presents lease terms and discount rates related to the Company's finance and operating leases:


	June 30, 2025			June 30, 2024
Weighted-average remaining lease term
Operating leases	5.62 years			6.51 years
Finance leases	5.46 years			6.36 years
Weighted-average discount rate
Operating leases		14.00	%		13.87	%
Finance leases		14.78	%		14.62	%

The table below presents cash and non-cash activities associated with our leases in thousands:


	For The Six Months Ended June 30,
	2025		2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	8,440	$	6,838
Financing cash flows from finance leases	$	2,360	$	858

The Company is subject to various legal proceedings in the normal course of business and records legal costs as incurred. Management believes these proceedings will not have a materially adverse effect on the Company.

10. INCOME (LOSS) PER SHARE

Basic earnings per share, which excludes dilution, is computed by dividing Net income (Loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of incremental shares from the assumed issuance of shares relating to share based awards is calculated by applying the treasury stock method.

The following table shows the computation of basic and diluted earnings per share for the three months ended June 30, 2025 and 2024 in thousands, except share and per share amounts:


	Three Months Ended June 30,
	2025		2024
Numerator:
Net Income	$	608	$	284
Denominator:
Weighted average common shares outstanding - Basic		64,043,388		60,008,779
Dilutive effect of stock options, RSUs and warrants		—		—
Weighted average common shares outstanding - Diluted		71,261,322		83,633,139
Basic income per share	$	0.01	$ 0.00
Diluted income per share (1)	$	0.01	$ 0.00

The following table shows the computation of basic and diluted earnings per share for the six months ended June 30, 2025 and 2024 in thousands, except share and per share amounts:


	Six Months Ended June 30,
	2025		2024
Numerator:
Net Income (Loss)	$	762	$	(6,095	)
Denominator:
Weighted average common shares outstanding - Basic		63,132,541		59,621,946
Dilutive effect of stock options, RSUs and warrants		—		—
Weighted average common shares outstanding - Diluted		70,350,475		59,621,946
Basic income (loss) per share	$	0.01	$	(0.10	)
Diluted income (loss) per share (1)	$	0.01	$	(0.10	)

(1) There were 17,732,764 warrants and 7,217,934 RSUs outstanding at June 30, 2025 and there were 17,732,764 warrants, 246,667 options, and 5,179,222 RSUs outstanding at June 30, 2024. The Company excluded the warrants for the three months ended June 30, 2025 and 2024 and for the six months ended June 30, 2025, and excluded the warrants, options and RSUs from the calculation of diluted EPS for the six months ended June 30, 2024, as inclusion would have an anti-dilutive effect.

11. RELATED PARTY TRANSACTIONS

Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities.

As mentioned in footnote 3, on June 28, 2021, the Company completed the spin-out of Jetlines to GlobalX stockholders.

As of June 30, 2025 and 2024, amounts due to related parties include the following:

•

Jetlines earned $0 during the three and six months ended on June 30, 2025, respectively, and it was owed $0, in relation to flights flown by Jetlines for GlobalX. Jetlines earned approximately $0.2 and $1.3 million during the three and six months ended on June 30, 2024, respectively, and it was owed approximately $18,000, in relation to flights flown by Jetlines for GlobalX.

As described in footnote 4 above, on August 2 and December 21, 2023, the Company issued Secured Notes of $35.7 million to purchasers, including an entity of which its executive remained elected as a member of the Board of Directors of the Company during the last annual stockholders meeting in December 2024.

During the three and six months ended June 30, 2025 and 2024, Red Oak Partners LLC (“Red Oak Partners”), the Red Oak Fund, LP, The Red Oak Long Fund, LP, and David Sandberg (collectively, the "Reporting Persons") were Section 16 filers with respect to the securities of Global Crossing Airlines Group Inc. As disclosed in a Form 4 filing made by the Reporting Persons on December 24, 2024, several investment funds for which Red Oak Partners, LLC serves as the investment manager, each of which individually owns less than 10% of the outstanding shares of the Company's common stock (the "Investment Vehicles"), purchased an aggregate of 20,000 shares on July 16, 2024 at a price of $.435 per share and 1,142,500 shares on July 16, 2024 at a price of $.45 per share that have been matched against sales by certain of the Investment Vehicles on December 19, 2024 of an aggregate of 1,162,500 shares a price of $.46 per share. The Reporting Persons note that the sales made by the Investment Vehicles represent standard rebalancing transactions made in the ordinary course of business.

The aforementioned purchase prices constitute the lowest purchase prices paid by the Investment Vehicles matched against the highest sale prices that the Investment Vehicles received for the sale of shares. Accordingly, the Reporting Persons delivered to the Company $11,925, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transactions.

The Reporting Persons have advised the Company that the submission of payment by the Reporting Persons is not an admission that any such payment is required under Section 16(b) of the Securities Exchange Act of 1934, as amended, and the Reporting Persons reserve all of their rights with respect to such matter.

The Company recognized these proceeds as a capital contribution from stockholders and recorded an increase of $11,926, to additional paid-in capital in its unaudited condensed consolidated statement of changes in equity for the three and six months ended June 30, 2025.

12. ACCRUED LIABILITIES

Accrued liabilities consisted of the following as of June 30, 2025 and December 31, 2024, in thousands:


	June 30, 2025		December 31, 2024
Salaries, wages and benefits	$	3,237	$	2,954
Passenger Taxes		10,589		6,254
Aircraft fuel		420		993
Contracted ground and aviation services		1,796		1,025
Maintenance		3,211		954
Aircraft Rent		2,812		2,981
Other		5,186		5,257
Accrued liabilities	$	27,251	$	20,418

13. REVENUE & CONTRACT LIABILITY

Deferred revenue for customer contracts represents amounts collected from, or invoiced to, customers in advance of revenue recognition. The balance of deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue.

The following table presents disaggregated revenues by service type for the three and six months ended June 30, 2025 and 2024 in thousands:


	Three Months Ended June 30,				Six Months Ended June 30,
Revenue	2025		2024		2025		2024

Charter	$	15,316	$	24,616	$	45,833	$	58,631
ACMI		44,535		31,911		78,851		50,533
Other		1,530		1,019		3,298		2,216
Total	$	61,381	$	57,546	$	127,982	$	111,380

Significant changes in our deferred revenue liability balances during the period and year ended, June 30, 2025 and December 31, 2024, respectively, were as follows in thousands:


	June 30, 2025			December 31, 2024

Beginning Balance	$	8,903		$	9,896
Revenue Recognized		(8,783	)		(9,896	)
Amounts Collected or Invoiced		3,937			8,903
Ending Balance	$	4,057		$	8,903

The Company has 2 customers that accounted for approximately 58% and 4% of the revenue for the three month period ended June 30, 2025 and 47% and 6% of the revenue for the six month period ended June 30, 2025 and approximately 44% and 12% of the revenue for the three month period ended June 30, 2024 and 35% and 13% for the six month period ended June 30, 2024. The Company expects to maintain these relationships with those customers.

14. SEGMENT INFORMATION

The Company’s business activity is providing customized, non-scheduled air transport services to customers. Management structured business model to derive revenue from customers from two types of contracts: (1) ACMI and (2) Charter, as discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations.

The Company’s President and Chief Financial Officer is the Chief Operating Decision Maker (“CODM”). The Company manages the business activities on a consolidated basis and operates in one reportable segment. The CODM assesses performance for the Company’s single operating segment and decides how to allocate resources based on net income or loss that is also reported on the Condensed Consolidated Statement of Operations. Net income is used to monitor actual versus budget results.

Significant expenses within net income or loss, which include operating expenses, are each separately presented on the Company’s Condensed Consolidated Statements of Operations. Other segment items within net income or loss include Interest Expense, Loss in Canada Jetlines Operations Ltd. and Income tax expense. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total consolidated assets.

15. SUBSEQUENT EVENTS

On July 11, 2025, MSN 3101 Acquisition LLC, a wholly owned subsidiary of the Company, consummated the Company’s first aircraft acquisition, an Airbus A320 (MSN 3101), currently operating in its fleet as N630VA and powered by two CFM56-5B engines. The aircraft was purchased from former lessor Falcon 2019-1 Aerospace Limited, which lease agreement was terminated simultaneously with the consummation of the purchase of the aircraft. Total consideration including transaction costs, less deposits and cash maintenance reserves of approximately $2 million paid to seller was financed by Volofin Capital Management Ltd. of London.

Terms of the debt included monthly installments equal to (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 and all remaining outstanding indebtedness shall be due and payable on the earlier of (a) March 1, 2031, and (b) the day immediately prior to the next scheduled 12Y-Check for the aircraft. Interest on the debt will accrue at the annual rate of 8.84 %.

The Company is expected to account for the transaction as an asset acquisition that did not meet the definition of a business. The total consideration is expected to be allocated based on the relative fair values of the assets acquired and liabilities assumed, and no goodwill is expected to be recognized. In addition, the Company is expected to retire related remaining ROU asset and liabilities from previous lease. This acquisition is part of the Company’s strategy that by owning aircraft, is expected to strengthen the Company’s balance sheet, manage long-term operating costs, plan maintenance and modifications more efficiently, build tangible asset value, improve key financial metrics, and position the Company for long-term success.

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the Financial Statements included in Item 1 of this report and the consolidated financial statements and the related notes to consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements.

Background

Certain Terms - Glossary

The following represents terms and statistics specific to our business and industry. They are used by management to evaluate and measure operations, results, productivity, and efficiency.


ACMI	Service offering, whereby we provide outsourced cargo and passenger aircraft operating solutions, including the provision of an aircraft, crew, maintenance, and insurance, while customers assume fuel, demand and price risk. In addition, customers are generally responsible for landing, navigation and most other operational fees and costs.
Block Hour	The time interval between when an aircraft departs the terminal until it arrives at the destination terminal.
Charter	Service offering, whereby we provide cargo and passenger aircraft charter services to customers. The customer generally pays a fixed charter fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs.
Net Available Aircraft	The number of aircraft available each month reduced by (netted) days the aircraft is unavailable due to various maintenance events or deliveries during a month.
2Y Check	“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every two years and can take from 20 – 40 days to complete.
6Y Check	“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every six years and can take from 45-75 days to complete.
12Y Check	“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every twelve years and can take from 60 – 100 days to complete.
Heavy Maintenance	Scheduled maintenance activities that are extensive in scope and are primarily based on time or usage intervals, which include, but are not limited to 2Y Checks, 6Y Checks, 12Y Checks and engine overhauls. In addition, unscheduled engine repairs involving the removal of the engine from the aircraft are considered to be Heavy Maintenance.
Line Maintenance	Maintenance events occurring during normal day-to-day operations.
Non-heavy Maintenance	Discrete maintenance activities for the overhaul and repair of specific aircraft components, including landing gear, auxiliary power units and engine thrust reversers.
Utilization	The average number of Block Hours operated per day per aircraft.

Business Overview

GlobalX operates a U.S. Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft, operating both passenger and cargo aircraft. GlobalX’s business model is to (1) provide services on an ACMI using wet lease contracts to airlines and non-airlines, and (2) on a Charter basis, provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs. GlobalX operates within the United States, Europe, Canada, Central and South America.

Business Strategy

GlobalX intends to become the best-in-class U.S. narrow-body, ACMI charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground and maintenance teams and management staff.

GlobalX operates its A320 family aircraft for airlines, tour operators, college and professional sports teams, incentive groups, resorts and casino groups and government agencies. It is our goal to deliver best in class on time performance and dispatch reliability, expand existing relationships and develop additional relationships with leading charter/tour operators to provide aircraft during their peak seasons; and provide ad-hoc and track charter programs for non-airline customers.

Business Developments

During the six month period ended June 30, 2025, the team devoted efforts towards our stated goal of creating the largest narrow body charter operation in North America generating sustainable, long-term profits. To achieve this goal, GlobalX continues to invest in its three key assets–certifications, aircraft, and crew.

GlobalX achieved the following during the six month period ended June 30, 2025:

•

Took delivery of one A321 passenger aircraft.

•

Entered into lease agreements for four A319 passenger aircrafts.

•

Completed five heavy maintenance events and twenty-one non-heavy maintenance events.

•

Continued to manage the hiring of new crew to match our crew levels to our current aircraft count. In total, we increased our pilot headcount from 140 to 150.

The Cargo Charter Market

GlobalX added the A321F (passenger to freighter) aircraft to its operating certificate during the first quarter of 2023. The Company continues to believe that the A321F will be a highly sought after cargo aircraft over the next few years as a replacement for the aging and retiring B757 freighter fleet. During six months ended June 30, 2025, we had four cargo aircraft operating. GlobalX has seen over a 125% increase in block hours operated compared to the same period in 2024 attributed to contracts entered into during 2025. The cargo charter market continues to be soft due to, general economic conditions and excess capacity in the North American freight market. In response to this continued slowdown during the quarter, the Company continues to make progress establishing our reputation for on time performance as the market better understands the capabilities of the A321F aircraft. While the Company cannot predict when the cargo market will recover, GlobalX has taken concrete steps to reduce our financial exposure in 2025 by canceling or deferring freighters ordered while expanding our customer base for the aircraft the Company does have.

The Passenger Charter Market

Unlike the cargo charter market, the passenger charter market continues to demonstrate strong demand. There are several macro factors, including the supply of aircraft, reduced direct competition, increased reliance on air charter by colleges and a general increased customer demand, driving increased demand for our services. GlobalX anticipates the high level of demand will continue through the summer and well into 2026. To address this demand, the Company has prioritized passenger aircraft deliveries over cargo, devoted sales and operational resources to develop long-term relationships with key customers and to expand the markets served as opportunities arise. Passenger charter services are expected to be the economic engine for GlobalX in 2025.

GlobalX Aircraft Fleet

Critical to GlobalX’s business model is, a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected the A320 family of aircraft which it believes is the best overall single-aisle aircraft family to operate. This approach differs from traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating and spare part costs. GlobalX conducted research to determine the best aircraft to fly in competition with other narrow-body charter airlines in the single-aisle seat market and GlobalX selected the A320 aircraft family.

The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the Boeing 737 family of aircraft:

Cost and Operating factors: the A320 family of aircraft have lower fuel burn, and better aircraft and cockpit crew pool availability.

Operational Capability: the A320 family of aircraft has a range advantage over the Boeing 737-800 and can fly non-stop from Miami to selected airports in North America, South America, the Caribbean, and between most major destinations in Europe. The A320 has excellent maintenance dispatch reliability and strong availability of spare parts and components, making the A320, in management’s estimation, the most popular aircraft among low-cost airlines.

Passenger comfort: better seat width, cargo bin volume for carry-on baggage and cargo hold volume.

Aircraft Maintenance

GlobalX expects to continue to outsource heavy maintenance checks to FAA-approved service providers. The 6Y Checks and 12Y Checks will be primarily paid for using funds from the accrued maintenance reserves paid to lessors under operating leases.

Strategy to Address Competitive Response

The U.S. Charter market continues to evolve as several airlines provide charter aircraft. Specifically, Eastern Airlines Express, Breeze Airways and Avelo continue to dedicate aircraft to charter operations, each of which has increased competition and applied downward pricing pressure on the charter market. It is our expectation that our competitors, including, Eastern Airlines Express, will continue to add aircraft to expand their business domestically and in the Caribbean. In response we are focusing on our core business, emphasizing on time performance, reinforcing our differentiation of our Airbus product and actively soliciting longer-term contracts with key customers.

Experienced Management Team

Our management team has extensive operating and leadership experience in the airfreight, airline, and aircraft leasing, maintenance, and management industries at companies such as JetBlue Airways, Virgin America, American Airlines, US Airways, Atlas Air, Breeze Airways, DHL, Emirates, North American Airlines, Miami Air, Spirit Airlines, Continental Airlines, Pan Am, and Flair Airlines, as well as the United States Army, and Air Force. In addition, our management team has a diversity of experience from other industries at companies such as KBR, Teladoc, Halliburton, Lehman Brothers, and the Burger King Corporation.

Results of Operations

The following discussion should be read in conjunction with our Financial Statements and other financial information appearing and referred to elsewhere in this report.

Three months ended June 30, 2025 and 2024

Global Crossing Airlines Group Inc. 10-Q