{"url_path":"/sec/jetbf/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/1846084/0001193125-26-265739-index.html","accession_number":"0001193125-26-265739","cik":"0001846084","ticker":"JETMF","issuer_name":"Global Crossing Airlines Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1846084/0001193125-26-265739-index.html","primary_entity_key":"0001846084","primary_entity_name":"Global Crossing Airlines Group Inc."},"word_count":13694,"has_tables":true,"body_markdown":"ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n\n \n\n \n\nPage\n\nGlobal Crossing Airlines Group Inc. CONSOLIDATED FINANCIAL STATEMENTS\n\n \n\n[Report of Independent Registered Public Accounting Firm (PCAOB No. 89)](#report)\n\n[29](#report)\n\n[Consolidated Balance Sheets as of December 31, 2025 and 2024](#consolidated_balance_sheets)\n\n[30](#consolidated_balance_sheets)\n\n[Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024](#consolidated_statement_of_operations)\n\n[31](#consolidated_statement_of_operations)\n\n[Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024](#consolidated_statements_of_cash_flows)\n\n[32](#consolidated_statements_of_cash_flows)\n\n[Consolidated Statements of Changes in Shareholders](#consolidated_statements_of_equity)’[Equity for the Years Ended December 31, 2025 and 2024](#consolidated_statements_of_equity)\n\n[33](#consolidated_statements_of_equity)\n\n[Notes to Consolidated Financial Statements](#notes_consolidated_financial_statements)\n\n[34](#notes_consolidated_financial_statements)\n\n \n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\nTo the Board of Directors and Stockholders of Global Crossing Airlines Group Inc.\n\n \n\nOpinion on the Financial Statements\n\nWe have audited the accompanying consolidated balance sheets of Global Crossing Airlines Group Inc. (the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.\n\nSubstantial Doubt about the Company’s Ability to Continue as a Going Concern\n\nThe accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has limited operating history, has recurring net losses, and has a working capital deficit as of December 31, 2025. These factors raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.\n\nBasis for Opinion\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n \n\n/s/ Rosenberg Rich Baker Berman P.A.\n\nWe have served as the Company’s auditor since 2020.\n\nSomerset, New Jersey\n\nMarch 5, 2026\n\n29\n\n \n\nGLOBAL CROSSING AIRLINES GROUP INC.\n\nCONSOLIDATED BALANCE SHEETS\n\n(In thousands, except par value and share quantities)\n\n \n\n \n\n \n\nDecember 31, 2025\n\n \n\n \n\nDecember 31, 2024\n\n \n\nCurrent Assets\n\n \n\n \n\n \n\n \n\n \n\n \n\nCash and cash equivalents\n\n \n\n$\n\n16,694\n\n \n\n \n\n$\n\n12,345\n\n \n\nRestricted cash\n\n \n\n \n\n3,809\n\n \n\n \n\n \n\n1,698\n\n \n\nAccounts receivable, net of allowance for credit losses\n\n \n\n \n\n6,782\n\n \n\n \n\n \n\n6,678\n\n \n\nPrepaid expenses and other current assets\n\n \n\n \n\n3,529\n\n \n\n \n\n \n\n2,142\n\n \n\nCurrent assets held for sale\n\n \n\n \n\n405\n\n \n\n \n\n \n\n489\n\n \n\nTotal Current Assets\n\n \n\n \n\n31,219\n\n \n\n \n\n \n\n23,352\n\n \n\nProperty and equipment, net\n\n \n\n \n\n33,578\n\n \n\n \n\n \n\n10,308\n\n \n\nFinance leases, net\n\n \n\n \n\n48,870\n\n \n\n \n\n \n\n27,489\n\n \n\nOperating lease right-of-use assets\n\n \n\n \n\n72,824\n\n \n\n \n\n \n\n89,809\n\n \n\nDeposits\n\n \n\n \n\n11,880\n\n \n\n \n\n \n\n11,552\n\n \n\nOther assets\n\n \n\n \n\n4,681\n\n \n\n \n\n \n\n4,229\n\n \n\nTotal Assets\n\n \n\n$\n\n203,052\n\n \n\n \n\n$\n\n166,739\n\n \n\nCurrent liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts payable\n\n \n\n$\n\n13,888\n\n \n\n \n\n$\n\n12,568\n\n \n\nAccrued liabilities\n\n \n\n \n\n28,948\n\n \n\n \n\n \n\n20,418\n\n \n\nDeferred revenue\n\n \n\n \n\n16,830\n\n \n\n \n\n \n\n8,903\n\n \n\nCustomer deposits\n\n \n\n \n\n4,401\n\n \n\n \n\n \n\n4,080\n\n \n\nCurrent portion of note payable\n\n \n\n \n\n3,080\n\n \n\n \n\n \n\n-\n\n \n\nCurrent portion of long-term operating leases\n\n \n\n \n\n14,262\n\n \n\n \n\n \n\n16,479\n\n \n\nCurrent portion of finance leases\n\n \n\n \n\n10,304\n\n \n\n \n\n \n\n3,434\n\n \n\nTotal current liabilities\n\n \n\n \n\n91,713\n\n \n\n \n\n \n\n65,882\n\n \n\nOther liabilities\n\n \n\n \n\n \n\n \n\n \n\n \n\nNote payable, net of unamortized debt issuance costs\n\n \n\n \n\n40,447\n\n \n\n \n\n \n\n29,729\n\n \n\nLong-term operating leases\n\n \n\n \n\n59,374\n\n \n\n \n\n \n\n75,128\n\n \n\nLong-term finance leases\n\n \n\n \n\n40,705\n\n \n\n \n\n \n\n25,182\n\n \n\nOther liabilities\n\n \n\n \n\n291\n\n \n\n \n\n \n\n286\n\n \n\nTotal other liabilities\n\n \n\n \n\n140,817\n\n \n\n \n\n \n\n130,325\n\n \n\nTotal Liabilities\n\n \n\n$\n\n232,530\n\n \n\n \n\n$\n\n196,207\n\n \n\nStockholders’ Equity (Deficit)\n\n \n\n \n\n \n\n \n\n \n\n \n\nCommon Stock\n\n \n\n \n\n \n\n \n\n \n\n \n\n$.001 par value; 144,462,687, 5,537,313 and 50,000,000 authorized; 50,992,033, 5,537,313, 9,089,107 and 44,667,815, 5,537,313, 11,553,599 issued and outstanding as of December 31, 2025 and December 31, 2024, for Common Stock, Class A Non-voting Common Stock, and Class B Non-voting Common Stock, respectively\n\n \n\n$\n\n65\n\n \n\n \n\n$\n\n62\n\n \n\nAdditional paid-in capital\n\n \n\n \n\n44,022\n\n \n\n \n\n \n\n40,949\n\n \n\nRetained deficit\n\n \n\n \n\n(73,617\n\n)\n\n \n\n \n\n(70,566\n\n)\n\nTotal Company’s stockholders’ deficit\n\n \n\n \n\n(29,530\n\n)\n\n \n\n \n\n(29,555\n\n)\n\nNoncontrolling interest\n\n \n\n \n\n52\n\n \n\n \n\n \n\n87\n\n \n\nTotal stockholders’ deficit\n\n \n\n \n\n(29,478\n\n)\n\n \n\n \n\n(29,468\n\n)\n\nTotal Liabilities and Deficit\n\n \n\n$\n\n203,052\n\n \n\n \n\n$\n\n166,739\n\n \n\n \n\nSee accompanying notes to consolidated financial statements.\n\n30\n\n \n\nGLOBAL CROSSING AIRLINES GROUP INC.\n\nCONSOLIDATED STATEMENTS OF OPERATIONS\n\n(In thousands, except share and per share amounts)\n\n \n\n \n\n \n\nYear Ended December 31, 2025\n\n \n\n \n\nYear Ended December 31, 2024\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nRevenue\n\n \n\n$\n\n246,346\n\n \n\n \n\n$\n\n223,751\n\n \n\nOperating Expenses\n\n \n\n \n\n \n\n \n\n \n\n \n\nSalaries, Wages, & Benefits\n\n \n\n \n\n80,505\n\n \n\n \n\n \n\n67,787\n\n \n\nAircraft Fuel\n\n \n\n \n\n15,258\n\n \n\n \n\n \n\n23,828\n\n \n\nMaintenance, materials and repairs\n\n \n\n \n\n19,111\n\n \n\n \n\n \n\n13,210\n\n \n\nDepreciation and amortization\n\n \n\n \n\n11,963\n\n \n\n \n\n \n\n6,271\n\n \n\nContracted ground and aviation services\n\n \n\n \n\n18,227\n\n \n\n \n\n \n\n19,599\n\n \n\nTravel\n\n \n\n \n\n9,500\n\n \n\n \n\n \n\n11,174\n\n \n\nInsurance\n\n \n\n \n\n5,212\n\n \n\n \n\n \n\n6,189\n\n \n\nAircraft Rent\n\n \n\n \n\n57,422\n\n \n\n \n\n \n\n57,677\n\n \n\nOther\n\n \n\n \n\n20,243\n\n \n\n \n\n \n\n19,144\n\n \n\nTotal Operating Expenses\n\n \n\n$\n\n237,441\n\n \n\n \n\n$\n\n224,879\n\n \n\nOperating Income (Loss)\n\n \n\n \n\n8,905\n\n \n\n \n\n \n\n(1,128\n\n)\n\nNon-Operating Expenses\n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest Expense\n\n \n\n \n\n11,505\n\n \n\n \n\n \n\n8,955\n\n \n\nLoss in Canada Jetlines Operations Ltd.\n\n \n\n \n\n-\n\n \n\n \n\n \n\n1,300\n\n \n\nTotal Non-Operating Expenses\n\n \n\n \n\n11,505\n\n \n\n \n\n \n\n10,255\n\n \n\nLoss before income taxes\n\n \n\n \n\n(2,600\n\n)\n\n \n\n \n\n(11,383\n\n)\n\nIncome tax expense\n\n \n\n \n\n18\n\n \n\n \n\n \n\n2\n\n \n\nNet Loss\n\n \n\n \n\n(2,618\n\n)\n\n \n\n \n\n(11,385\n\n)\n\nNet Income attributable to Noncontrolling Interest\n\n \n\n \n\n433\n\n \n\n \n\n \n\n87\n\n \n\nNet Loss attributable to the Company\n\n \n\n \n\n(3,051\n\n)\n\n \n\n \n\n(11,472\n\n)\n\nLoss per share:\n\n \n\n \n\n \n\n \n\n \n\n \n\nBasic\n\n \n\n$\n\n(0.05\n\n)\n\n \n\n$\n\n(0.19\n\n)\n\nDiluted\n\n \n\n$\n\n(0.05\n\n)\n\n \n\n$\n\n(0.19\n\n)\n\nWeighted average number of shares outstanding\n\n \n\n \n\n64,095,369\n\n \n\n \n\n \n\n60,359,587\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nFully diluted shares outstanding\n\n \n\n \n\n64,095,369\n\n \n\n \n\n \n\n60,359,587\n\n \n\n \n\nSee accompanying notes to consolidated financial statements.\n\n31\n\n \n\nGLOBAL CROSSING AIRLINES GROUP INC.\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\n(In thousands)\n\n \n\n \n\n \n\nFor the years ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nCASH FLOWS FROM OPERATING ACTIVITIES\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet Loss\n\n \n\n$\n\n(2,618\n\n)\n\n \n\n$\n\n(11,385\n\n)\n\nAdjustments to reconcile net loss to net cash provided by operating activities:\n\n \n\n \n\n \n\n \n\n \n\n \n\nDepreciation expense\n\n \n\n \n\n11,963\n\n \n\n \n\n \n\n6,271\n\n \n\nCredit losses\n\n \n\n \n\n460\n\n \n\n \n\n \n\n482\n\n \n\n(Gain) loss on sale of spare parts\n\n \n\n \n\n(214\n\n)\n\n \n\n \n\n173\n\n \n\nGain on lease modification\n\n \n\n \n\n(132\n\n)\n\n \n\n \n\n—\n\n \n\nAmortization of debt issue costs\n\n \n\n \n\n813\n\n \n\n \n\n \n\n649\n\n \n\nAmortization of operating lease right of use assets\n\n \n\n \n\n18,599\n\n \n\n \n\n \n\n14,300\n\n \n\nShare-based payments\n\n \n\n \n\n2,739\n\n \n\n \n\n \n\n1,680\n\n \n\nInterest on finance leases\n\n \n\n \n\n4,720\n\n \n\n \n\n \n\n3,043\n\n \n\nChanges in assets and liabilities:\n\n \n\n \n\n \n\n \n\n \n\n \n\nAccounts receivable\n\n \n\n \n\n(542\n\n)\n\n \n\n \n\n3,241\n\n \n\nAssets held for sale\n\n \n\n \n\n3\n\n \n\n \n\n \n\n(364\n\n)\n\nPrepaid expenses and other current assets\n\n \n\n \n\n(1,293\n\n)\n\n \n\n \n\n410\n\n \n\nAccounts payable\n\n \n\n \n\n1,320\n\n \n\n \n\n \n\n5,276\n\n \n\nAccrued liabilities\n\n \n\n \n\n16,772\n\n \n\n \n\n \n\n2,104\n\n \n\nOperating lease obligations\n\n \n\n \n\n(19,584\n\n)\n\n \n\n \n\n(14,430\n\n)\n\nOther liabilities\n\n \n\n \n\n(4,911\n\n)\n\n \n\n \n\n(3,379\n\n)\n\nNet cash provided by operating activities\n\n \n\n \n\n28,095\n\n \n\n \n\n \n\n8,071\n\n \n\nCASH FLOWS FROM INVESTING ACTIVITIES\n\n \n\n \n\n \n\n \n\n \n\n \n\nDeposits, deferred costs and other assets\n\n \n\n \n\n(2,685\n\n)\n\n \n\n \n\n(2,775\n\n)\n\nPurchases of property and equipment\n\n \n\n \n\n(11,603\n\n)\n\n \n\n \n\n(7,218\n\n)\n\nNet cash used in investing activities\n\n \n\n \n\n(14,288\n\n)\n\n \n\n \n\n(9,993\n\n)\n\nCASH FLOWS FROM FINANCING ACTIVITIES\n\n \n\n \n\n \n\n \n\n \n\n \n\nPrincipal payments on finance leases\n\n \n\n \n\n(5,553\n\n)\n\n \n\n \n\n(1,815\n\n)\n\nPrincipal payments on note payable\n\n \n\n \n\n(1,496\n\n)\n\n \n\n \n\n—\n\n \n\nDebt issuance costs\n\n \n\n \n\n(169\n\n)\n\n \n\n \n\n—\n\n \n\nProceeds on issuance of shares\n\n \n\n \n\n327\n\n \n\n \n\n \n\n329\n\n \n\nDividends\n\n \n\n \n\n(468\n\n)\n\n \n\n \n\n(225\n\n)\n\nProceeds from disgorgement of stockholders’ short-swing profits\n\n \n\n \n\n12\n\n \n\n \n\n \n\n—\n\n \n\nNet cash used in financing activities\n\n \n\n \n\n(7,347\n\n)\n\n \n\n \n\n(1,711\n\n)\n\nNet increase (decrease) in cash, cash equivalents, and restricted cash\n\n \n\n \n\n6,460\n\n \n\n \n\n \n\n(3,633\n\n)\n\nCash, cash equivalents and restricted cash - beginning of the period\n\n \n\n \n\n14,043\n\n \n\n \n\n \n\n17,676\n\n \n\nCash, cash equivalents and restricted cash - end of the period\n\n \n\n$\n\n20,503\n\n \n\n \n\n$\n\n14,043\n\n \n\nNon-cash investing and financing activities\n\n \n\n \n\n \n\n \n\n \n\n \n\nReclass of Property and equipment to Accounts receivable (aircraft receivable) and prepaid expenses and other current assets (deferred maintenance)\n\n \n\n$\n\n117\n\n \n\n \n\n$\n\n-\n\n \n\nRight-of-use (ROU) assets acquired through operating leases\n\n \n\n$\n\n1,614\n\n \n\n \n\n$\n\n27,229\n\n \n\nAircraft acquired through note payable\n\n \n\n$\n\n14,650\n\n \n\n \n\n$\n\n-\n\n \n\nAircraft acquired through finance leases\n\n \n\n$\n\n24,221\n\n \n\n \n\n$\n\n26,414\n\n \n\nAirframe acquired through finance leases\n\n \n\n$\n\n3,536\n\n \n\n \n\n$\n\n-\n\n \n\nEquipment acquired through finance leases\n\n \n\n$\n\n387\n\n \n\n \n\n$\n\n205\n\n \n\nCash paid for\n\n \n\n \n\n \n\n \n\n \n\n \n\nInterest\n\n \n\n$\n\n11,082\n\n \n\n \n\n$\n\n8,137\n\n \n\n \n\nSee accompanying notes to consolidated financial statements.\n\n32\n\n \n\nGLOBAL CROSSING AIRLINES GROUP INC.\n\nCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY\n\n(In thousands, except shares quantities)\n\n \n\n \n\n \n\nCommon Stock Number of Shares\n\n \n\nAmount\n\n \n\nAdditional Paid in Capital\n\n \n\nRetained Deficit\n\n \n\nTotal\n\nNoncontrolling\nInterest\n\nTotal\n\nBeginning – January 1, 2024\n\n \n\n58,925,871\n\n \n\n$59\n\n \n\n$38,943\n\n \n\n$(59,094)\n\n \n\n$(20,092)\n\n$225\n\n$(19,867)\n\nIssuance of shares - share based compensation on RSUs\n\n \n\n2,080,648\n\n \n\n3\n\n \n\n1,619\n\n \n\n—\n\n \n\n1,622\n\n—\n\n1,622\n\nIssuance of shares - ESPP\n\n \n\n752,208\n\n \n\n—\n\n \n\n387\n\n \n\n—\n\n \n\n387\n\n—\n\n387\n\nDividends declared to noncontrolling interest\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n-\n\n(225)\n\n(225)\n\n(Loss) Income for the period\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(11,472)\n\n \n\n(11,472)\n\n87\n\n(11,385)\n\nEnding – December 31, 2024\n\n \n\n61,758,727\n\n \n\n$62\n\n \n\n$40,949\n\n \n\n$(70,566)\n\n \n\n$(29,555)\n\n$87\n\n$(29,468)\n\n \n\n \n\n \n\nCommon Stock Number of Shares\n\n \n\nAmount\n\n \n\nAdditional Paid in Capital\n\n \n\nRetained Deficit\n\n \n\nTotal\n\nNoncontrolling\nInterest\n\nTotal\n\nBeginning – January 1, 2025\n\n \n\n61,758,727\n\n \n\n$62\n\n \n\n$40,949\n\n \n\n$(70,566)\n\n \n\n$(29,555)\n\n$87\n\n$(29,468)\n\nIssuance of shares – options exercised\n\n \n\n246,667\n\n \n\n—\n\n \n\n61\n\n \n\n—\n\n \n\n61\n\n—\n\n61\n\nIssuance of shares – share based compensation on RSUs\n\n \n\n3,134,210\n\n \n\n3\n\n \n\n2,690\n\n \n\n—\n\n \n\n2,693\n\n—\n\n2,693\n\nIssuance of shares - ESPP\n\n \n\n478,849\n\n \n\n—\n\n \n\n310\n\n \n\n—\n\n \n\n310\n\n—\n\n310\n\nProceeds from disgorgement of stockholders’ short-swing profits (Note 13)\n\n \n\n—\n\n \n\n—\n\n \n\n12\n\n \n\n—\n\n \n\n12\n\n—\n\n12\n\nDividends\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n(468)\n\n(468)\n\n(Loss) Income for the period\n\n \n\n—\n\n \n\n—\n\n \n\n—\n\n \n\n(3,051)\n\n \n\n(3,051)\n\n433\n\n(2,618)\n\nEnding – December 31, 2025\n\n \n\n65,618,453\n\n \n\n$65\n\n \n\n$44,022\n\n \n\n$(73,617)\n\n \n\n$(29,530)\n\n$52\n\n$(29,478)\n\n \n\nSee accompanying notes to consolidated financial statements.\n\n33\n\nGLOBAL CROSSING AIRLINES GROUP INC.\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nYEARS ENDED DECEMBER 31, 2025 AND 2024\n\n \n\n1. NATURE OF OPERATIONS AND GOING CONCERN\n\n \n\nGlobal Crossing Airlines Group Inc., a Delaware corporation (the “Company”, “GlobalX”, “we”, or “our”) was initially incorporated under the laws of British Columbia and continued as a Federal corporation pursuant to the Canada Business Corporations Act effective February 28, 2017. During the year ended December 31, 2020, the Company completed a business acquisition pursuant to which it acquired all of the issued and outstanding shares of Global Crossing Airlines, Inc., a Delaware corporation (“Global USA”). For financial reporting purposes, the Company is considered a continuation of Global USA, the legal subsidiary, except with regard to authorized and issued common stock which is that of the Company, the legal parent. On December 22, 2020, the Company changed its jurisdiction of incorporation from the province of British Columbia, Canada to the State of Delaware. The U.S. Domestication was required for the Company to complete its charter licensing process and will also reflect the Company’s U.S.-business and operations. The Company’s principal business activity is providing passenger aircraft to customers through aircraft operating service agreements including, crew, maintenance, insurance (“ACMI”) and Charter services serving the US, Caribbean and Latin American markets. The Company’s shares trade on the CBOE Canada (the “Exchange” or “CBOE CA”) under the symbol “JET” and the OTCQB under the symbol “JETMF.”\n\n \n\nThe consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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 December 31, 2025, the Company had a working capital deficit of $60.5 million and retained deficit of $73.6 million. The Company began flight operations in August 2021. 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. 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 consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.\n\n \n\n2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\nBasis of consolidation\n\n \n\nThe consolidated financial statements include the accounts of the Company, and the following subsidiaries. All intercompany transactions and balances have been eliminated on consolidation. Certain reclassification and format changes have been made to prior year amounts to conform to the 2025 presentation.\n\n \n\nSubsidiaries Name\n\nPlace of incorporation\n\nInterest %\n\nPrincipal activity\n\nGlobal Crossing Airlines Holdings, Inc.\n\nDelaware, United States\n\n100% ownership by Global Crossing Airlines Group Inc.\n\nHolding Company\n\nGlobal Crossing Airlines, Inc\n\nDelaware, United States\n\n100% ownership by Global Crossing Airlines Holdings Inc.\n\nUS 121 Charter Company\n\nGlobalX Travel Technologies, Inc\n\nDelaware, United States\n\n80% ownership by Global Crossing Airlines Holdings Inc.\n\nAcquire and Develop Travel Technology\n\nGlobal Crossing Airlines Operations, LLC\n\nFlorida, United States\n\n100% ownership by Global Crossing Airlines Inc.\n\nOperating Company\n\nGlobalX Air Tours, LLC\n\nFlorida, United States\n\n100% ownership by Global Crossing Airlines Inc.\n\nAir Charter Service\n\nCharter Air Solutions, LLC\n\nMontana, United States\n\n80% ownership by the Global Crossing Airlines Holdings Inc.\n\nCharter Broker\n\nMSN 3101 Acquisition LLC\n\nDelaware, United States\n\n100% ownership by Global Crossing Airlines Inc.\n\nAir Charter Operator\n\n \n\nInvestment in Top Flight:\n\n \n\n34\n\nOn September 18, 2023, the Company acquired 80% of Charter Air Solutions, LLC (“Top Flight”). Top Flight was established on February 8, 2023, and had no significant transactions from the date of formation to the acquisition date. The balance sheet and operating activity of Top Flight are included in the Company’s consolidated financial statements and we adjust the net income in our consolidated statement of operations to exclude the noncontrolling interests’ proportionate share of results. We present the proportionate share of equity attributable to noncontrolling interests as equity within our Consolidated Balance Sheets. As of December 31, 2025, Top Flight figures did not materially impact the consolidated financial statements of the Company.\n\n \n\nUse of Estimates\n\nThe preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.\n\nCash and Equivalents\n\nThe Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash balances at several financial institutions; at times, such balances may be in excess of insurance limits. The Company has not experienced any losses on these balances.\n\nRestricted Cash\n\nAs of December 31, 2025 and 2024, restricted cash of $3.8 and $1.7 million, respectively, were being held by a financial institution as security for future flights.\n\nAccounts Receivable\n\nAccounts Receivable are recorded at the amount due from customers and do not bear interest. The Company determines its allowances for credit losses by considering a number of factors, including the length of time accounts receivable are past due, the Company’s previous loss history, the customer’s current ability to pay its obligation to the Company, and the condition of the general economy and the industry as a whole.\n\n \n\nThe activity of allowance for credit losses for the years ended December 31, 2025 and 2024, is as follows (in thousands):\n\n \n\n \n\n \n\nDecember 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nBalance at beginning of period\n\n \n\n$\n\n580\n\n \n\n \n\n$\n\n95\n\n \n\nAdditions to allowance account during period\n\n \n\n \n\n460\n\n \n\n \n\n \n\n482\n\n \n\nDeductions to allowance account during period\n\n \n\n \n\n(250\n\n)\n\n \n\n \n\n3\n\n \n\nBalance at end of period\n\n \n\n$\n\n790\n\n \n\n \n\n$\n\n580\n\n \n\n \n\nThe table below details the percentage of overall accounts receivable for customers that represented 10% or more of the total as of the end of each year:\n\n \n\n \n\n% of Total Accounts receivable\n\n \n\n \n\nDecember 31, 2025\n\n \n\n \n\nDecember 31, 2024\n\n \n\nCustomer A\n\n \n\n \n\n35\n\n%\n\n \n\n \n\n36\n\n%\n\nCustomer B\n\n \n\n \n\n15\n\n%\n\n \n\n \n\n0\n\n%\n\nCustomer C\n\n \n\n \n\n12\n\n%\n\n \n\n \n\n0\n\n%\n\n \n\nAssets held for sale\n\nAssets held for sale mostly consist of the purchased airframe parts from used Airbus 320 bearing manufacturer’s serial number 2090 as completed on sales agreement entered on March 2, 2022. Assets held for sale are valued at the lower of the carrying amount or the net realizable value estimated at December 31, 2025. They were recorded at average cost and are expensed when sold, used or consumed. An allowance for obsolescence on aircraft airframe parts is recorded when impaired to reduce the carrying costs to lower of cost or net realizable value. The Company monitors resale values for its assets held for sale on a regular basis using various qualitative and\n\n35\n\nquantitative matters including analysis of current sales, estimates obtained from outside vendors, physical counts, internal discussions, among others. As of December 31, 2025, the Company did not identify items that were obsolete and recorded a $0 allowance for obsolete items on the Consolidated Balance Sheet.\n\nIntangible Assets\n\nThe Company entered into an agreement on September 21, 2023, to invest $0.5 million in the purchase of 54,000 carbon offsets from Karbon-X to be paid monthly over 36 months from October 1, 2023, to September 1, 2026. The carbon offsets intangibles were initially measured at cost and carried at cost less any accumulated amortization.\n\nDuring the year ended December 31, 2024, the Company decided to cancel the Karbon-X project, and thus the purchase of the remaining unpaid 36,000 carbon offsets. As a result, during the year ended December 31, 2024, the Company adjusted intangible asset cost and related liabilities for $0.3 million. No cost was incurred because of the cancellation of the carbon offsets.\n\nAs of December 31, 2025, the Company had $0.4 million of intangible asset cost and accumulated amortization of $38,000, which is presented in the “Deposits and Other Assets” on the Consolidated Balance Sheet.\n\n \n\nLessor Maintenance Deposits\n\nGlobalX’s aircraft lease agreements provide that GlobalX pay maintenance reserves monthly to aircraft lessors to be held as collateral in advance of major maintenance activities required to be performed by GlobalX. Maintenance reserve payments are either fixed, or variable based on actual flight hours or cycles. These lease agreements provide that maintenance reserves are reimbursable to GlobalX upon completion of the maintenance event in an amount equal to the lesser of (1) the amount of the maintenance reserve held by the lessor associated with the specific maintenance event or (2) the qualifying costs related to the specific maintenance event.\n\nMaintenance reserve payments that are expected to be recoverable via reimbursable expenses will be reflected as Lessor Maintenance Deposits on the accompanying Consolidated Balance Sheets in “Prepaid expenses and other current assets” and “Other assets”. As of December 31, 2025 and 2024, Lessor Maintenance Deposits totaled $2.8 million and $2.1 million, respectively.\n\n \n\nHeavy Maintenance\n\nThe Company accounts for heavy maintenance costs for airframes and engines using the deferral method. Under this method, expense recognition of scheduled heavy maintenance events is deferred and amortized over the estimated period until the next scheduled heavy maintenance event is required. For the year ended December 31, 2025, the Company incurred amortization expense of $1.1 million with respect to heavy maintenance costs and had $4.4 million in deferred maintenance costs. For the year ended December 31, 2024, the Company incurred amortization expense of $1.1 million with respect to heavy maintenance costs and had $2.9 million in deferred maintenance costs.\n\n \n\nProperty & Equipment\n\n \n\nProperty and equipment are recorded at cost at the acquisition date of such property or equipment and depreciated on a straight-line basis to an estimated residual value over their estimated useful lives or lease term, whichever is shorter, as follows:\n\n \n\nLeasehold Improvements, Aircraft, other\n\n \n\n1-10 years (or life of lease, if shorter)\n\nOffice and Ground Equipment\n\n \n\n5 years\n\nComputer Hardware and Software\n\n \n\n3-5 years\n\nProperty and Equipment under Finance Leases\n\n \n\n5-30 years (or life of lease, if shorter)\n\nRotable Parts\n\n \n\nAverage remaining life of aircraft fleet, currently estimated to be 53 months\n\nAirframe\n\n \n\n6 years (lesser of 25 years or date until next 12Y check)\n\nEngines\n\n \n\nAverage remaining life of aircraft fleet, currently estimated to be 43 months\n\n \n\n36\n\nModifications that enhance the operating performance or extend the useful lives of leased airframes are considered leasehold improvements and are capitalized and depreciated over the economic life of the asset or the term of the lease, whichever is shorter.\n\n \n\nThe Airframe and Engines of the Company have an estimated salvage and residual value of $2.8 million and $11.0 million, respectively. Such amounts were determined in conjunction with third-party appraisers.\n\n \n\nThe components of property and equipment, net are as follows (in thousands):\n\n \n\n \n\n \n\n \n\n \n\nDecember 31, 2025\n\n \n\n \n\nDecember 31, 2024\n\n \n\nRotable Parts\n\n$\n\n16,534\n\n \n\n$\n\n6,657\n\n \n\nEngines\n\n \n\n \n\n12,082\n\n \n\n \n\n \n\n-\n\n \n\nLeasehold Improvements, Aircraft, Other\n\n \n\n3,913\n\n \n\n \n\n2,880\n\n \n\nAirframe\n\n \n\n \n\n3,000\n\n \n\n \n\n \n\n-\n\n \n\nOffice and Ground Equipment\n\n \n\n \n\n1,523\n\n \n\n \n\n \n\n1,289\n\n \n\nComputer Hardware and Software\n\n \n\n \n\n1,425\n\n \n\n \n\n \n\n1,303\n\n \n\nLess: Accumulated Depreciation\n\n \n\n(4,899\n\n)\n\n \n\n(1,821\n\n)\n\nTotal Property and Equipment, Net\n\n \n\n$\n\n33,578\n\n \n\n \n\n$\n\n10,308\n\n \n\n \n\nDuring the years ended December 31, 2025 and 2024, depreciation of property and equipment was $3.2 million and $1.8 million, respectively.\n\n \n\nEquity Investments\n\nInvestments in partnerships and less-than-majority owned subsidiaries in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method of accounting. The equity method investments are included in the accompanying Consolidated Balance Sheets under “Other assets”. The Company’s share of earnings or losses from these investments is shown in the accompanying Consolidated Statements of Operations in Expenses – Other”. Equity method investments are initially recognized at cost. The carrying amount of the equity investment is adjusted at each reporting period by the percentage of any change in its equity corresponding to the Company’s percentage interest in these equity affiliates. The carrying costs of these investments are also increased or decreased to reflect additional contributions or withdrawals of capital. Any difference in the book equity and the Company’s pro-rata share of the net assets of the investment will be reported as gain or loss at the time of the liquidation of the investment. It is the Company’s policy to record losses in excess of the investment if the Company is committed to provide financial support to the investee. No equity investments at December 31, 2025 and 2024. See Note 3.\n\n \n\nFair Value Measurements\n\n \n\nAccounting standards define fair value as the exchange price that would be received for an asset or the price paid to transfer a liability in the principal or most advantageous market for such asset or liability in an orderly transaction between market participants on a given measurement date. The standards also establish a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Under GAAP, there are three levels of inputs that may be used to measure fair value:\n\nLevel 1 – Quoted prices for identical assets or liabilities in active markets.\n\nLevel 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.\n\nLevel 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.\n\nAs of December 31, 2025 and 2024, the Company’s assets’ and liabilities’ carrying values are approximately equal to their fair values.\n\nEvaluation of Long-Lived Assets\n\n \n\nLong-lived assets are evaluated whenever events or changes in circumstances indicate that the carrying amount may not be recoverable or the useful life has changed. Such indicators include significant technological changes, adverse changes in market conditions and/or poor operating results. The carrying value of a long-lived asset group is considered impaired when the projected undiscounted future cash flows are less than its carrying value. The amount of impairment loss recognized is the difference between the estimated fair value\n\n37\n\nand the carrying value of the asset or asset group. Fair value is determined using various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recognized during the years ended December 31, 2025 and 2024.\n\n \n\nStock-Based Compensation\n\n \n\nThe Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument.\n\nThe Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.\n\nEstimating fair value for granted stock options and compensatory warrants requires determining the most appropriate valuation model which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the option or warrant, volatility, dividend yield, and rate of forfeitures and making assumptions about them.\n\nEstimating fair value for granted restricted share units requires estimating the number of awards likely to vest on grant and at each reporting date up to the vesting date. The estimated forfeiture rate is adjusted for actual forfeitures in the period.\n\nGrants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, then any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in the Consolidated Statements of Operations under the heading “Salaries, Wages, & Benefits”.\n\n \n\nIncome taxes\n\n \n\nThe estimation of income taxes includes evaluating the recoverability of deferred tax assets and liabilities based on an assessment of the Company’s ability to utilize the underlying future tax deductions against future taxable income prior to expiry of those deductions. Management assesses whether it is probable that some or all of the deferred income tax assets and liabilities will not be realized. The ultimate realization of deferred tax assets and liabilities is dependent upon the generation of future taxable income. To the extent that management’s assessment of the Company’s ability to utilize future tax deductions changes, the Company would be required to recognize more or fewer deferred tax assets or liabilities, and deferred income tax provisions or recoveries could be affected.\n\n \n\nLeases\n\nLease classification is evaluated by the Company at lease commencement and when significant amendments are executed. The Company’s leases generally do not provide a readily determinable implicit rate; therefore, the Company estimates the incremental borrowing rate to discount lease payments based on information available at lease commencement. The lease term consists of the noncancellable period of the lease and periods covered by options to extend the lease if the Company is reasonably certain to exercise the option. For leases of 12 months or less, the Company expenses lease payments on a straight-line basis over the lease term.\n\n \n\nOperating lease right-of-use assets and Operating lease obligations\n\nFor all operating leases with a term greater than 12 months, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date based on the estimated present value of future minimum lease payments, which includes certain lease and non-lease components, over the lease term. “Operating lease right-of-use assets” and “Operating lease obligations” have their own lines on the Consolidated Balance Sheets.\n\nFinance Leases\n\nFinance leases are initially recorded at the net present value of future minimum lease payments, which includes certain lease and non-lease components. Finance leases generally have one of these five attributes: 1) ownership of the underlying asset transfers to the Company at the end of the lease term, 2) the lease agreement contains a purchase option that the Company is reasonably certain to exercise, 3) the lease term represents the major part of the asset’s economic life, 4) the present value of lease payments over the lease term equals or exceeds substantially all of the fair value of the asset, and 5) the underlying asset is so specialized in nature that it provides no alternative use to the lessor after the lease term. Finance lease assets are presented separately on the Consolidated Balance Sheets\n\n38\n\nunder the heading “Finance leases, net”. The Company depreciates finance lease assets consistent with its useful life policy presented in the property & equipment table above.\n\nLeased Aircraft Return Costs\n\nThe Company’s aircraft lease agreements often contain provisions that require the Company to return aircraft airframes, engines, and other aircraft components to the lessor in a certain condition or pay an amount to the lessor based on the airframe and engine’s actual return condition. Lease return costs are recognized beginning when it is probable that such costs will be incurred, and they can be estimated. The Company assesses the need to accrue lease return costs periodically throughout the year or whenever facts and circumstances warrant an assessment. When costs become both probable and estimable, lease return costs are expensed as a component of “Aircraft Rent” on the Consolidated Statements of Operations.\n\nIn addition, the Company leases office space under a month-to-month agreement. For leases with terms greater than 12 months, including renewal options when appropriate, we record the related right-of-use asset and lease liability as the present value of fixed lease payments over the lease term.\n\nCustomer deposits\n\nCustomer deposits represent money we receive from our customers as a security deposit for their contract. The money will either be returned to the customer at the end of the contract or used for payment of any unpaid invoices/debts the customer has during the contract term.\n\n \n\nDeferred revenue\n\nDeferred revenue represents revenue prepayments. Customers pay in advance of their flights and the funds are held as Deferred revenue until the flight takes place. Charter customers typically pay a 10% deposit upon signing a contract and the remainder 30 days before the flight. If the contract is signed less than 30 days from the date of the flight, then the entire amount is collected upon signing. ACMI customers typically pay 2 weeks in advance other than government contracts which pay approximately 2 weeks in arrears.\n\n \n\nRevenue Recognition\n\nThe Company generates operating revenues by providing passenger aircraft outsourcing services to customers on a Charter and ACMI basis, in exchange for guaranteed minimum revenues at predetermined levels of operation for defined periods of time. The Company also generates other operating revenue from the cancellation of flights from customers and chargebacks related to charter costs including but not limited to fuel, airport fees, navigation fees, and ground handling.\n\nOur performance obligations under Charter contracts involve the provision of passenger aircraft charter services to customers, including various US Government agencies, brokers, freight forwarders, direct shippers, airlines, college sports teams and fans, and private charter customers. Our obligations are for one or more flights based on a specific origin and destination. The Company typically bears all direct operating costs for charters, which include fuel, insurance, landing and navigation fees, and most other operational fees and costs. The time interval between when an aircraft departs the terminal until it arrives at the destination terminal is measured in hours and called “Block Hours.” Revenue from Charter contracts is typically recognized over time as the services are performed based on Block Hours operated on behalf of a customer. Payment terms and conditions vary by charter contract, although the vast majority of contracts require payment in advance of the services being provided. Since advance payments are typically made shortly before the services are performed, such payments are not considered significant financing components.\n\nOur performance obligations under ACMI contracts involve outsourced passenger aircraft operating services, including the provision of an aircraft, crew, maintenance and insurance. ACMI contracts generally provide for the transfer of the benefits from these performance obligations on a combined basis through the operation of the aircraft over time. Customers assume fuel, demand and price risk. Generally, customers are also responsible for landing, navigation and most other operational fees and costs. When we act as an agent for costs reimbursed by customers, such reimbursed amounts are recorded as operating revenue, net of the related costs, when the costs are incurred. When we are responsible for any of these costs, such reimbursed amounts are recorded as operating revenue and the costs are recorded as Operating Expenses as incurred.\n\nRevenue from ACMI contracts is typically recognized over time as the services are performed based on Block Hours operated on behalf of a customer during a given month.\n\nOther operating revenue is typically recognized over time as the services aforementioned are provided to customers. Related to the cancellation fees, these are earned from customers and recognized in the period for which the operations were scheduled.\n\n39\n\n \n\nThe following table presents disaggregated revenues by service type for the years ended December 31, 2025 and 2024 (in thousands):\n\n \n\n \n\n \n\n \n\nFor the years ended December 31,\n\n \n\nConsolidated Revenue\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nCharter\n\n \n\n \n\n$\n\n62,258\n\n \n\n \n\n$\n\n95,456\n\n \n\nACMI\n\n \n\n \n\n \n\n175,770\n\n \n\n \n\n \n\n123,061\n\n \n\nOther\n\n \n\n \n\n \n\n8,318\n\n \n\n \n\n \n\n5,234\n\n \n\nTotal\n\n \n\n \n\n$\n\n246,346\n\n \n\n \n\n$\n\n223,751\n\n \n\n \n\nThe table below details the percentage of overall revenue for customers that represented 10% or more of the total as of the end of each year:\n\n \n\n \n\n% of Total Consolidated Revenue\n\n \n\n \n\nFor the years ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nCustomer A\n\n \n\n \n\n50\n\n%\n\n \n\n \n\n40\n\n%\n\nCustomer B\n\n \n\n \n\n0\n\n%\n\n \n\n \n\n12\n\n%\n\n \n\nSegment Reporting\n\nIn accordance with FASB ASC Topic 280, Segment Reporting, the Company has determined that it conducts its business through one reportable which is a single operating segment by providing charter customized, non-scheduled passenger and cargo air transport services with narrow-body Airbus A320 and A321 family aircraft. The Company derives all its revenue in the United States of America (USA).\n\nOur key metric is Block Hours flown and Block Hours flown per available aircraft, which is the measure by which the Company tracks commercial activity. The Company's President and Chief Financial Officer, considered the Company’s chief operating decision maker (CODM), manages the business activities of the entire aircraft fleet and evaluate results on a consolidated Block Hour and Utilization basis.\n\nThe CODM also review financial results of the Company's on a consolidated basis, including disaggregated information about our revenue, for purposes of making operating decisions, assessing financial performance and allocating resources. Net income (loss) is our primary measure of profit or loss, as presented on our Consolidated Statements of Operations. The CODM is not provided asset information by reportable segment as asset information is provided to the CODM on a consolidated basis.\n\nThe CODM also uses net income (loss) to monitor budget versus actual results. The monitoring of net income (loss) budgeted versus actual results are also used in in making operating decisions, assessing financial performance and allocating resources.\n\n \n\nThe Company did not have intra-entity sales or transfers during the years ended December 31, 2025 and 2024.\n\n3. EQUITY INVESTMENTS\n\nInvestment in Canada Jetlines Operations Ltd.:\n\n \n\nGlobalX held 25% of the shares issued and outstanding of Canada Jetlines Operations Ltd. (“Jetlines”) and accounted for the investment in accordance with the equity method.\n\n \n\nOn September 11, 2024, Canada Jetlines Operations Ltd. 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.\n\n \n\nThe Company had provided a guarantee for one of their aircraft and as a result it settled a $1.3 million obligation with lessor of related aircraft during the year ended December 31, 2024, as recorded in current liabilities and non-operating expenses on the Company’s Consolidated Balance Sheets and Statement of Operations, respectively.\n\n \n\n4. DEBT ISSUANCE COSTS\n\n40\n\n \n\nIn relation to the aggregate of $35.7 million of Secured Notes issued by the Company on August 2, 2023, and December 21, 2023, the Company capitalized $6.9 million of debt issuance costs. These debt issuance costs are netted against the outstanding principal portion on the Consolidated Balance Sheets as “Note payable, net of unamortized debt issuance costs” and amortized to interest expense using the effective interest method. The Company amortized $0.8 million and $0.6 million of the related debt issuance costs during the years ended December 31, 2025 and 2024, respectively. In addition, as of December 31, 2025 and 2024, unamortized debt issuance costs totaled $5.2 million and $6.0 million, respectively, and are included in “Note payable, net of debt issuance costs” in the Consolidated Balance Sheets.\n\n \n\nAs it relates to the $14.7 million Promissory Note issued by the Company on July 11, 2025, the Company netted $0.2 million of debt issuance costs against the outstanding principal portion. These debt issuance costs are capitalized on the Consolidated Balance Sheets as “Note payable, net of unamortized debt issuance costs” and amortized to interest expense using the straight-line method, as results are materially consistent with the effective interest method. The Company amortized $12 thousand of the related debt issuance costs during the year ended December 31, 2025. In addition, as of December 31, 2025, unamortized debt issuance costs totaled approximately $154,000 and are included in “Note payable, net of debt issuance costs” in the Consolidated Balance Sheets.\n\n \n\n5. LEASES\n\n \n\nAs of December 31, 2025, and 2024, the Company operated 19 and 18 leased aircraft, respectively, which are accounted for under operating and finance lease agreements with terms ranging from 22 months to 10 years. Leases with an initial term of 12 months or less will be recognized in the Consolidated Statements of Operations on a straight-line basis over the lease term. These leases primarily relate to the Company’s lease agreements for the month-to-month agreement for office space and leases for office equipment.\n\nFor operating leases with terms greater than 12 months, including renewal options when appropriate, we record the related right-of-use asset and lease liability as the present value of fixed lease payments over the lease term.\n\nIn addition, some aircraft leases require the Company to make maintenance reserve payments to cover the cost of major scheduled maintenance for the aircraft. These payments are generally variable as they are based on utilization of the aircraft, including the number of flight hours flown and/or flight departures, and are not included as minimal rental obligations.\n\n \n\nOn 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.\n\nOn 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.\n\nOn 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.\n\nOn 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.\n\nOn 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.\n\n \n\nOn 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.\n\n \n\nOn June 6, 2025, the Company entered into a lease agreement for one A319 passenger aircraft. The approximately two-year lease commenced on October 24, 2025. Under the agreement, the Company will pay the lessor a fixed monthly rent for 27 months, plus supplemental rent for maintenance of the aircraft.\n\n41\n\nOn 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 2026 and will run through 36 months from the delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.\n\nOn 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 2026 and will run through 37 months from the delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.\n\n \n\nOn 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 2026 and will run through 39 months from the delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.\n\n \n\nOn August 15, 2025, the Company signed a lease agreement for one V2527-A5 aircraft engine. The two-year lease commenced on October 8, 2025. Under the lease agreement, the Company will pay the lessor a fixed monthly rent for 24 months, plus supplemental rent for maintenance of the aircraft engine.\n\nOn August 15, 2025, the Company entered into a lease agreement for one A320 passenger aircraft airframe. The three-year lease commenced on August 28, 2025. Under the lease agreement, the Company will pay the lessor a fixed monthly rent for 36 months. According to the lease terms, at the end of the lease the Company will own the airframe.\n\n \n\nThe 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 executed extensions for two aircraft, extending their lease terms by 60 and 15 months, respectively. The first extension changed the original expiration date from June 1, 2023, to May 31, 2028, and the second changed the original expiration date from October 1, 2023, to December 31, 2024. On March 27, 2024, the Company signed an additional extension for 74 months, moving the previously extended expiration date of December 31, 2024 to February 28, 2031. The terms of these extensions granted the Company the right to use the assets for the additional periods with no changes to basic rent. Accordingly, each extension was accounted for as a lease modification under ASC 842, rather than as a new contract, and the Company remeasured the right-of-use asset, lease liability, discount rate, lease term, and lease classification as of each modification date.\n\n \n\nOn August 1, 2024, the Company signed a new lease extending one A320 passenger aircraft for an additional 93 months from the original expiration date of November 15, 2023 to April 30, 2032. The terms of the extension include contingencies relating to the lessor’s timely delivery of engine repairs and incremental increases in monthly basic rent over the lease term. As these terms differed materially from the original lease, the extension was accounted for as a new lease under ASC 842, and the Company recorded a new right-of-use asset and lease liability as of the lease commencement date. On December 11, 2025, the Company signed an amendment to extend one aircraft lease term for an additional four years. The terms of the extension included incremental increases in monthly basic rent over the lease term. This extension was accounted for as a new finance lease, reclassified from an operating lease, under ASC 842, and the Company recorded a new right-of-use asset and lease liability as of the lease commencement date.\n\n \n\nAs of December 31, 2025, the Company had 71 aircraft support equipment and buildings capitalized within its Consolidated Balance Sheets, with useful lives ranging from 60 months to 30 years. All aircraft support equipment was financed through finance and operating leases with terms between one and seven years. The related right-of-use assets and lease liabilities are recorded at the present value of fixed lease payments over the lease term. Amortization of equipment under both finance and operating leases is recognized on a straight-line basis over the lease term and is included in “Depreciation and amortization” in the Consolidated Statements of Operations. Residual values for equipment are estimated to range from 0% to 77%. Certain finance leases include optional renewal periods. Generally, the Company does not consider these renewal periods reasonably certain to be exercised because the initial lease term covers all or substantially all of the useful life of the equipment. Accordingly, such renewal periods are not included in the lease term, and no related payments are reflected in finance lease assets or finance lease liabilities.\n\n \n\n \n\n42\n\nThe following table presents lease costs related to the Company’s finance and operating leases (in thousands):\n\n \n\n \n\nFor The Years Ended December 31,\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nFinance lease cost\n\n \n\n \n\n \n\n \n\n \n\nAmortization of leased assets\n\n$\n\n6,903\n\n \n\n \n\n$\n\n3,238\n\n \n\nInterest of lease liabilities\n\n \n\n4,720\n\n \n\n \n\n \n\n3,043\n\n \n\nOperating lease cost\n\n \n\n \n\n \n\n \n\n \n\nOperating lease cost (1)\n\n \n\n18,599\n\n \n\n \n\n \n\n25,517\n\n \n\nShort-term lease cost (2)\n\n \n\n1,652\n\n \n\n \n\n \n\n1,516\n\n \n\nTotal lease cost\n\n$\n\n31,874\n\n \n\n \n\n$\n\n33,314\n\n \n\n \n\n(1) Expenses are classified within Aircraft Rent on the Company’s Consolidated Statements of Operations.\n\n(2) Expenses are classified within Other on the Company’s Consolidated Statements of Operations.\n\nThe Company uses the rate stated in the lease to discount lease payments to present value. In the event the leases do not provide a readily determinable implicit or stated rate, the Company estimates the incremental borrowing rate to discount lease payments based on information available initially at adoption and at lease commencement going forward, taking into consideration recent debt issuance as well as publicly available data for instruments with similar characteristics. The table below presents lease terms and discount rates related to the Company’s finance and operating leases:\n\n \n\n \n\n \n\nDecember 31, 2025\n\n \n\n \n\nDecember 31, 2024\n\n \n\nWeighted-average remaining lease term\n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating leases\n\n \n\n5.43  years\n\n \n\n \n\n5.92 years\n\n \n\nFinance leases\n\n \n\n5.07  years\n\n \n\n \n\n6.34 years\n\n \n\nWeighted-average discount rate\n\n \n\n \n\n \n\n \n\n \n\n \n\nOperating leases\n\n \n\n \n\n14.02\n\n%\n\n \n\n \n\n13.96\n\n%\n\nFinance leases\n\n \n\n \n\n13.97\n\n%\n\n \n\n \n\n14.76\n\n%\n\nThe table below presents cash and non-cash activities associated with our leases (in thousands):\n\n \n\n \n\n \n\nFor The Years Ended December 31,\n\n \n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nCash paid for amounts included in the measurement of lease liabilities:\n\n \n\n \n\n \n\n \n\n \n\nOperating cash flows from operating leases\n\n \n\n$\n\n19,584\n\n \n\n \n\n$\n\n14,430\n\n \n\nFinancing cash flows from finance leases\n\n \n\n$\n\n5,553\n\n \n\n \n\n$\n\n1,815\n\n \n\nFuture minimum lease payments under finance and operating lease liabilities (in thousands) with initial terms in excess of one year are as follows:\n\n \n\n \n\nFinance Leases\n\n \n\n \n\nOperating Leases\n\n \n\n2026\n\n$\n\n16,576\n\n \n\n \n\n$\n\n23,412\n\n \n\n2027\n\n \n\n14,807\n\n \n\n \n\n \n\n21,392\n\n \n\n2028\n\n \n\n12,005\n\n \n\n \n\n \n\n16,232\n\n \n\n2029\n\n \n\n10,582\n\n \n\n \n\n \n\n13,820\n\n \n\n2030\n\n \n\n8,812\n\n \n\n \n\n \n\n11,958\n\n \n\n2031 and thereafter\n\n \n\n7,695\n\n \n\n \n\n \n\n18,634\n\n \n\nTotal minimum lease payments\n\n \n\n70,477\n\n \n\n \n\n \n\n105,448\n\n \n\nLess amount representing interest\n\n \n\n19,468\n\n \n\n \n\n \n\n31,812\n\n \n\nPresent value of minimum lease payments\n\n \n\n51,009\n\n \n\n \n\n \n\n73,636\n\n \n\nLess current portion\n\n \n\n10,304\n\n \n\n \n\n \n\n14,262\n\n \n\nLong-term portion\n\n$\n\n40,705\n\n \n\n \n\n$\n\n59,374\n\n \n\n \n\n43\n\n \n\nWe also lease office space and office equipment for our headquarters, airport facilities, and certain airport gate facilities and maintenance facilities on a month-to-month basis. Amounts for leases that are on a month-to-month basis are not included as an obligation in the table above.\n\n6. COMMITMENTS AND CONTINGENCIES\n\nThe Company has contractual obligations and commitments primarily with regard to management and development services, lease arrangements, and financing arrangements.\n\n \n\nThe 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.\n\n \n\n7. CAPITAL COMMITMENTS\n\nGEM Global Yield LLC SCS\n\nOn May 4, 2020, the Company entered into an agreement with GEM Global Yield LLC SCS (“GEM”), to provide the Company with up to CAD $100.0 million over a 36-month term following the closing of the transaction (the “Facility”). The CAD $100.0 million is in the form of a capital commitment that allows the Company to draw down funds during the 36-month term by issuing shares to GEM (or such persons as it may direct) and subject to share lending arrangement(s) being in place. On July 8, 2020, the TSX Venture Exchange provided approval for the Facility.\n\nThe Company entered into a promissory note to pay GEM Yield Bahamas Limited a fee equal to two percent (2%) of the aggregate amount of the facility (i.e. CAD $2.0 million or approximately USD $1.4 million). The fee is payable, whether or not any draw down notices have been delivered. The note bears interest at 5% above the base rate of Barclays Bank PLC as per the promissory note. The note was recorded as a deferred finance cost on the Consolidated Balance Sheets.\n\nIn addition, on July 10, 2020, pursuant to the terms of the Facility, the Company issued 2,106,290 warrants to GEM exercisable at a price of CAD $0.50 per share until May 4, 2023. On October 1, 2021, 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 $0.5 million fee due on May 4, 2021. GEM requested repayment in full of the CAD $2.0 million 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 CAD $2.0 million 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 agreed to file a satisfaction of judgment in County of New York, effectively settling this issue. GlobalX made payments due under the settlement agreement and the Company had no outstanding balance as of December 31, 2024. In addition, the Company expensed the full outstanding amount capitalized as deferred financing costs of $2.8 million as of December 31, 2023.\n\nOn March 4, 2024, Global Crossing Airlines and GEM decided to extend the Facility by 12 months. On March 4, 2025, Global Crossing Airlines and GEM decided not to extend the length of the Facility by an additional term and the Facility expired.\n\n \n\n8. INCOME TAXES\n\nThe Company’s effective tax rate for the years ended December 31, 2025 and 2024 was (0.70%) and (0.02%), respectively. The effective tax rate represents a blend of federal and state taxes and includes the impact of certain nondeductible items.\n\n44\n\nThe following table summarizes the significant components of the provision for income taxes from continuing operations (in thousands):\n\n \n\nFor the Year Ended December 31, 2025\n\n \n\n \n\nFor the Year Ended December 31, 2024\n\n \n\nFederal:\n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n—\n\n \n\nDeferred\n\n \n\n \n\n(542\n\n)\n\n \n\n \n\n(2,126\n\n)\n\nState:\n\n \n\n \n\n \n\n \n\n \n\n \n\nCurrent\n\n \n\n \n\n18\n\n \n\n \n\n \n\n2\n\n \n\nDeferred\n\n \n\n \n\n269\n\n \n\n \n\n \n\n(255\n\n)\n\nChange in valuation allowance\n\n \n\n \n\n273\n\n \n\n \n\n \n\n2,381\n\n \n\nTotal income tax provision\n\n \n\n$\n\n18\n\n \n\n \n\n$\n\n2\n\n \n\n \n\nDuring the years ended December 31, 2025 and 2024, the Company did not make any income tax payments.\n\n \n\nThe income tax provision differs from that computed at the federal statutory corporate tax rate as follows (in thousands):\n\n \n\n \n\nFor the Year Ended\nDecember 31, 2025\n\n \n\n \n\nFor the Year Ended\nDecember 31, 2024\n\n \n\nExpected provision at Federal statutory tax rate\n\n \n\n \n\n21.00\n\n%\n\n \n\n \n\n21.00\n\n%\n\nState tax expense, net of Federal benefit\n\n \n\n \n\n(10.90\n\n)%\n\n \n\n \n\n2.17\n\n%\n\nChange in valuation allowance\n\n \n\n \n\n(10.48\n\n)%\n\n \n\n \n\n(20.80\n\n)%\n\nPermanent difference\n\n \n\n \n\n(1.67\n\n)%\n\n \n\n \n\n(2.05\n\n)%\n\nOther\n\n \n\n \n\n1.35\n\n%\n\n \n\n \n\n(0.34\n\n)%\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nTotal\n\n \n\n \n\n(0.70\n\n)%\n\n \n\n \n\n(0.02\n\n)%\n\n \n\nThe following table summarizes the Company's effective income tax rate reconciliation disaggregated into the categories below (in thousands):\n\n \n\nConsolidated\n\n \n\nUS\n\nFederal Statutory Rate\n\n \n\n \n\n \n\n21%\n\nLoss before income taxes\n\n \n\n$(2,600)\n\n \n\n$(2,600)\n\nTax Affected Categories:\n\n \n\n \n\n \n\n \n\nIncome Tax Benefit at federal statutory rate\n\n \n\n(547)\n\n \n\n(547)\n\nBusiness Entertainment\n\n \n\n57\n\n \n\n57\n\nFines & Penalties\n\n \n\n4\n\n \n\n4\n\nStock Option - Windfall\n\n \n\n(17)\n\n \n\n(17)\n\nState Tax Expense\n\n \n\n284\n\n \n\n284\n\nValuation Allowance\n\n \n\n273\n\n \n\n273\n\nDeferred true up\n\n \n\n(29)\n\n \n\n(29)\n\nReturn to provision\n\n \n\n(6)\n\n \n\n(6)\n\nTotal provision\n\n \n\n$18\n\n \n\n$18\n\n \n\nThe following table summarizes the significant components of the Company’s deferred taxes (in thousands):\n\n \n\n45\n\n \n\nFor the Year Ended\nDecember 31, 2025\n\n \n\n \n\nFor the Year Ended\nDecember 31, 2024\n\n \n\nDeferred tax assets (liabilities):\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet operating loss\n\n \n\n$\n\n13,044\n\n \n\n \n\n$\n\n13,109\n\n \n\nShare based compensation\n\n \n\n \n\n430\n\n \n\n \n\n \n\n248\n\n \n\nDisallowed interest\n\n \n\n \n\n5,328\n\n \n\n \n\n \n\n3,770\n\n \n\nAllowance for doubtful accounts\n\n \n\n \n\n187\n\n \n\n \n\n \n\n141\n\n \n\nLease accounting\n\n \n\n \n\n1,482\n\n \n\n \n\n \n\n138\n\n \n\nUnrealized Loss\n\n \n\n \n\n14\n\n \n\n \n\n \n\n14\n\n \n\nDepreciation\n\n \n\n \n\n(4,292\n\n)\n\n \n\n \n\n(1,501\n\n)\n\nTotal deferred tax assets (liabilities)\n\n \n\n$\n\n16,193\n\n \n\n \n\n$\n\n15,919\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nLess valuation allowance\n\n \n\n \n\n(16,193\n\n)\n\n \n\n \n\n(15,919\n\n)\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nNet deferred tax assets (liabilities)\n\n \n\n$\n\n—\n\n \n\n \n\n$\n\n—\n\n \n\n \n\nAs of December 31, 2025 and 2024, the Company has net operating losses available for deduction against future taxable income of $54.7 million and $53 million, respectively. The net operating losses do not expire and may be carried forward indefinitely. The amount of state NOLs available equals the amount of federal NOLs.\n\nIn assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during periods in which the temporary differences become deductible. Management considers the scheduled reversal of the liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax-planning strategies in making this assessment. It was concluded on a more-likely-than-not basis that the Company’s deferred tax assets were not realizable as of December 31, 2025. Accordingly, a valuation allowance of $16.2 million has been recorded to offset these deferred tax assets. The change in valuation allowance for the year ended December 31, 2025 from 2024 was an increase of $0.3 million.\n\nThe Company recognizes the consolidated financial statement effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. If applicable, the Company reports both accrued interest and penalties related to unrecognized tax benefits as a component of Income Tax Expense in the Consolidated Statements of Operations.\n\nThe Company files income tax returns in the United States and the States of Florida, California, Georgia, Indiana, Kentucky, New Jersey, New York, Texas, Virginia, North Carolina, Pennsylvania, and Tennessee. In the normal course of business, the Company is subject to potential income tax examination by the federal and state tax authorities in these jurisdictions for tax years that are open under local statute. For U.S. federal and state income tax purposes, the Company’s 2022, 2023 and 2024 tax returns remain open to examination. During the years ended December 31, 2025 and 2024, Income tax expense was $18 thousand and $2 thousand, respectively, related to the State of Texas.\n\n46\n\n \n\n \n\n9. WARRANTS\n\nOn August 2, 2023, the Company issued 10,000,000 warrants with a $1.00 exercise price in connection with the financing arrangement entered into with the Secured Notes. The warrants allow the holder to purchase common stock at an exercise price equal to $1.00 per share at any time on or after their issuance date and on or prior to June 30, 2030. At the time of issuance, the Company determined that the warrants had a fair value of $4.3 million and required classification as equity. On December 21, 2023, the total warrants issued increased by 142,874 warrants with an exercise price of $1.00 per warrant in connection with the Secured Notes amendment as described on Note 10. The additional warrants had an estimated fair value of approximately $8,000 and they were classified as equity in the Consolidated Balance Sheets as of December 31, 2025 and 2024.\n\nThe fair value of the warrants were measured using the Monte Carlo pricing model. Significant inputs into the model as of August 2, 2023 are as follows:\n\n \n\nMonte Carlo Assumptions\n\n \n\nAugust 2, 2023\n\n \n\n \n\n \n\n \n\n \n\nExercise price\n\n \n\n$\n\n1.00\n\n \n\nWarrant expiration date\n\n \n\nJune 30, 2030\n\n \n\nStock price\n\n \n\n$\n\n0.85\n\n \n\nInterest rate (annual)\n\n \n\n \n\n4.21\n\n%\n\nVolatility (annual)\n\n \n\n \n\n50.0\n\n%\n\nRemaining term (years)\n\n \n\n \n\n6.91\n\n \n\nAnnualized dividend yield\n\n \n\n \n\n0\n\n%\n\n \n\n10. NOTE PAYABLE\n\nOn August 2, 2023 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”).\n\nThe terms of the Secured Notes include:\n\n•\na maturity date of June 30, 2029, with no principal payments due until the maturity date;\n\n•\nthe Secured Notes bear interest at a fixed rate of 15% per annum and include an upfront fee of 2% of the principal amount of such Secured Notes;\n\n•\nthe Company is permitted to prepay all (but not less than all) of the Secured 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;\n\n•\nthe investors were granted 10 million warrants, each exercisable into one share of Class A Non-Voting Common Stock at an exercise price of $1.00 per share, with such warrants expiring on June 30, 2030;\n\n•\neach of the Company’s material subsidiaries guaranteed the Secured Notes;\n\n•\nthe Secured 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 Secured Notes.\n\n•\nfinancial covenants requiring minimum adjusted EBITDA of (i) $5 million for the fiscal year ended December 31, 2023, (ii) $15 million for the fiscal year ended December 31, 2024 and (iii) $25 million for the fiscal year ending December 31, 2025;\n\n•\nminimum liquidity of $5 million measured at each quarter end; and\n\n•\ncollateral of substantially of all the Company’s assets.\n\nThe 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\n\n47\n\n \n\ncredit to additional paid in capital. As the warrants are classified as equity warrants the Company will not remeasure the warrants each accounting period.\n\nThe 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.\n\nRelated 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 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 purchaser of the Secured Notes plus payment of accrued interest due of $251,000, with the remaining balance used for general corporate purposes, including 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.\n\nOn 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, and the lease agreement with Falcon 2019-1 Aerospace Limited was terminated simultaneously with the consummation of the purchase of the aircraft.\n\nThe purchase price of approximately $17.0 million (including transaction costs, less deposits and cash maintenance reserves of approximately $2.4 million) paid to seller was financed by Volofin Capital Management Ltd. of London pursuant to, among other documents, a loan agreement and a promissory note (the “Loan Documents”).\n\nThe terms of the Loan Documents include monthly payments equal to (i) $375,000, for the first twelve monthly payments, (ii) $300,000, for the subsequent twelve monthly payments, and (iii) $225,000, for each monthly payment thereafter, and all remaining outstanding indebtedness shall be due and payable on the earlier of (a) March 1, 2031, and (b) the day immediately prior to the next scheduled 12Y Check for the aircraft. Interest on the debt will accrue at the annual rate of 8.84 %.\n\nThe Loan Documents include customary covenants including, maintenance of a “loan to value” ratio of at least 85% on the first anniversary of the first utilization of the loan which shall be reduced by 5% on each anniversary thereafter.\n\nNotes Payable is comprised of the following (in thousands):\n\n \n\n \n\nFor the year\nended December 31,2025\n\n \n\n \n\nFor the year\nended December 31,2024\n\n \n\nSecured Notes\n\n \n\n$\n\n35,684\n\n \n\n \n\n$\n\n35,684\n\n \n\nLoan Documents\n\n \n\n \n\n13,154\n\n \n\n \n\n \n\n-\n\n \n\nLess unamortized debt issuance costs, noncurrent\n\n \n\n \n\n(5,311\n\n)\n\n \n\n \n\n(5,955\n\n)\n\nTotal carrying amount\n\n \n\n \n\n43,527\n\n \n\n \n\n \n\n29,729\n\n \n\nLess current maturities\n\n \n\n \n\n(3,080\n\n)\n\n \n\n—\n\n \n\nTotal long-term Note Payable\n\n \n\n$\n\n40,447\n\n \n\n \n\n$\n\n29,729\n\n \n\n \n\n11. SHARE CAPITAL AND ADDITIONAL PAID-IN CAPITAL AUTHORIZED\n\n \n\nThe Company has authorized share capital of 200,000,000 shares of Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock, par value $0.001 per share.\n\n \n\nAs of December 31, 2025, the Company had 50,992,033 shares of Common Stock, 5,537,313 Class A Non-Voting Common Stock, and 9,089,107 Class B Non-Voting Common Stock outstanding. As of December 31, 2024, the Company had 44,667,815 shares of common stock, 5,537,313 Class A Non-Voting Common Stock, and 11,553,599 Class B Non-Voting Common Stock outstanding.\n\n \n\nAll classes of common stock share equally in dividends rights, liquidation preferences, redemption or call provisions, transfer restrictions or ownership limitations; and differences relate only to voting rights and conversion features.\n\nShare conversion\n\n \n\nDuring the years ended December 31, 2025 and 2024, 2,464,492 or $2,465 and 1,414,609 or $1,415 of Class B Non-Voting Common Stock were converted into Common Stock.\n\n48\n\n \n\n \n\nShare issuance\n\n \n\nDuring the year ended December 31, 2025:\n\n \n\n•\nThe Company issued 3,134,210 Common Stock shares pursuant to 3,134,210 RSUs.\n\n•\nThe Company issued 478,849 Common Stock shares for net proceeds of $309,988 pursuant to the Employees Stock Purchase Plan.\n\n•\nThe Company issued 246,667 Common Stock shares for net proceeds of $61,667 pursuant to the Incentive Stock Option Plan.\n\nDuring the year ended December 31, 2024:\n\n \n\n•\nThe Company issued 2,080,648 Common Stock shares pursuant to 2,080,648 RSUs.\n\n•\nThe Company issued 752,208 Common Stock shares for net proceeds of $386,770 pursuant to the Employees Stock Purchase Plan.\n\n \n\nShare purchase warrants\n\nThe following is a summary of share purchase warrants activities during the years ended December 31, 2025 and 2024:\n\n \n\n \n\nNumber of Share Purchase Warrants\n\n \n\n \n\nWeighted Average Exercise Price\n\n \n\nOutstanding January 1, 2024\n\n \n\n \n\n22,571,471\n\n \n\n \n\n$\n\n1.22\n\n \n\nIssued\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nExercised\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nExpired\n\n \n\n \n\n(4,838,707\n\n)\n\n \n\n \n\n1.24\n\n \n\nOutstanding December 31, 2024\n\n \n\n \n\n17,732,764\n\n \n\n \n\n$\n\n1.21\n\n \n\nIssued\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nExercised\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nExpired\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nOutstanding December 31, 2025\n\n \n\n \n\n17,732,764\n\n \n\n \n\n$\n\n1.21\n\n \n\n \n\nAs of December 31, 2025, the following share purchase warrants were outstanding and exercisable:\n\n \n\nOutstanding\n\n \n\n \n\nExercise Price\n\n \n\nRemaining life\n(years)\n\n \n\n \n\nExpiry Date\n\n \n\n7,537,313\n\n \n\n \n\n$1.50\n\n \n\n \n\n0.33\n\n \n\n \n\nApril 29, 2026\n\n \n\n10,195,451\n\n \n\n \n\n$1.00\n\n \n\n \n\n4.50\n\n \n\n \n\nJun 30, 2030\n\n \n\n17,732,764\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nAs of December 31, 2024, the following share purchase warrants were outstanding and exercisable:\n\n \n\nOutstanding\n\n \n\n \n\nExercise Price\n\n \n\nRemaining life\n(years)\n\n \n\n \n\nExpiry Date\n\n \n\n7,537,313\n\n \n\n \n\n$1.50\n\n \n\n \n\n1.33\n\n \n\n \n\nApril 29, 2026\n\n \n\n10,195,451\n\n \n\n \n\n$1.00\n\n \n\n \n\n5.50\n\n \n\n \n\nJune 30, 2030\n\n \n\n17,732,764\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nShare-based payments\n\nThe maximum number of voting shares of common stock issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is 9,400,000.\n\nStock options\n\nThe Company grants stock options to directors, officers, employees and consultants as compensation for services, pursuant to its Incentive Stock Option Plan (the “Stock Option Plan”). The maximum price shall not be less than the closing price of the Company’s\n\n49\n\n \n\nshares on the last trading day preceding the date on which the grant of options is approved by the Board. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board in its discretion with certain restrictions in accordance with the Stock Option Plan.\n\nThe following is a summary of stock option activities for the years ended December 31, 2025 and 2024:\n\n \n\n \n\nNumber of stock\noptions\n\n \n\n \n\nWeighted average\nexercise price\n\n \n\n \n\nWeighted average\ngrant date\nfair value\n\n \n\nOutstanding January 1, 2024\n\n \n\n \n\n470,668\n\n \n\n \n\n$\n\n0.25\n\n \n\n \n\n$\n\n0.29\n\n \n\nGranted\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nExercised\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nForfeited\n\n \n\n \n\n(224,001\n\n)\n\n \n\n \n\n0.37\n\n \n\n \n\n \n\n0.36\n\n \n\nOutstanding December 31, 2024\n\n \n\n \n\n246,667\n\n \n\n \n\n$\n\n0.25\n\n \n\n \n\n$\n\n0.25\n\n \n\nGranted\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nExercised\n\n \n\n \n\n(246,667\n\n)\n\n \n\n \n\n0.25\n\n \n\n \n\n \n\n0.25\n\n \n\nForfeited\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nOutstanding December 31, 2025\n\n \n\n \n\n—\n\n \n\n \n\n$\n\n-\n\n \n\n \n\n$\n\n-\n\n \n\n \n\nAs of December 31, 2025, there were no stock options outstanding or exercisable.\n\n \n\nAs of December 31, 2024, the following stock options were outstanding and exercisable:\n\n \n\nOutstanding\n\n \n\n \n\nExercisable\n\n \n\n \n\nExercise Price\n\n \n\n \n\nRemaining life (years)\n\n \n\n \n\nExpiry Date\n\n \n\n246,667\n\n \n\n \n\n \n\n246,667\n\n \n\n \n\n$\n\n0.25\n\n \n\n \n\n \n\n—\n\n \n\n \n\nJune 23, 2025\n\n \n\n246,667\n\n \n\n \n\n \n\n246,667\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nThe 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 Company’s shares, forfeiture rate, and expected life of the options.\n\nThere were no stock options granted during the years ended December 31, 2025 and 2024.\n\n \n\nRestricted share units\n\nThe Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended Restricted Share Unit Plan (the “RSU Plan”). One restricted share unit has the same value as a Voting Share. The number of RSUs awarded and underlying vesting conditions are determined by the Board in its discretion.\n\nAt the election of the Board, upon each vesting date, participants receive (a) the issuance of voting shares of common stock from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Voting Share, calculated as the closing price of the common stock on the CBOE CA for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).\n\nOn 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.\n\nIf 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:\n\na.\nIf 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.\n\nb.\nIf 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.\n\n50\n\n \n\nc.\nIf the Company elects the settlement alternative with the higher fair value, as of the date of settlement, then 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).\n\nThe following is a summary of RSU activities for the years ended December 31, 2025 and 2024:\n\n \n\n \n\nNumber of RSUs\n\n \n\n \n\nWeighted average grant date fair value per RSU\n\n \n\nOutstanding January 1, 2024\n\n \n\n \n\n5,039,603\n\n \n\n \n\n$\n\n0.98\n\n \n\nGranted\n\n \n\n \n\n4,010,000\n\n \n\n \n\n \n\n0.52\n\n \n\nVested\n\n \n\n \n\n(2,080,648\n\n)\n\n \n\n \n\n1.01\n\n \n\nForfeited\n\n \n\n \n\n(1,700,582\n\n)\n\n \n\n \n\n0.92\n\n \n\nOutstanding December 31, 2024\n\n \n\n \n\n5,268,373\n\n \n\n \n\n$\n\n0.65\n\n \n\nGranted\n\n \n\n \n\n5,211,597\n\n \n\n \n\n \n\n0.67\n\n \n\nVested\n\n \n\n \n\n(3,134,210\n\n)\n\n \n\n \n\n0.64\n\n \n\nForfeited\n\n \n\n \n\n(1,192,723\n\n)\n\n \n\n \n\n0.63\n\n \n\nOutstanding December 31, 2025\n\n \n\n \n\n6,153,037\n\n \n\n \n\n$\n\n0.68\n\n \n\n \n\nDuring the years ended December 31, 2025 and 2024, the Company recognized total share-based payments expense with respect to stock options, RSUs and employees’ stock purchase plan of $2.7 million and $1.7 million, respectively, as recorded in Salaries, Wages, & Benefits on the Company’s Statement of Operations.\n\nThe remaining compensation that has not been recognized as of December 31, 2025 and 2024 with regards to RSUs and the weighted average period they will be recognized are $2.1 million and 1.62 years and $2.4 million and 1.99 years, respectively.\n\n \n\nEmployee Stock Purchase Plan\n\n \n\nIn September 2021, the Board adopted the GlobalX 2021 Employee Stock Purchase Plan (“ESPP”). There are 2 offering periods that the employees make contributions to the plan. The first offering period starts from May 16th to October 31st and the second offering period starts from November 1st to May 15th of each year. Eligible employees may purchase up to a maximum of 10,000 shares of the Company’s common stock per offering through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning and the end of such 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 stock during any calendar year in which the employee’s option to purchase stock under the ESPP is outstanding at any time.\n\n \n\nAt the Annual Meeting of Stockholders of the Company held on November 22, 2024, 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, subject to the approval of Company’s stockholders, and became effective with such stockholder approval on November 22, 2024.\n\nAs 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).\n\n \n\nDuring 2025 and 2024, the Company issued 478,849 and 752,208 shares of common stock under the ESPP and recorded proceeds on issuance of such shares of $0.3 million and $0.4 million, respectively.\n\n \n\nAs of December 31, 2025 and 2024, total recognized equity-based compensation costs related to the ESPP totaled $0.3 million and $0.1 million, respectively.\n\n \n\nESPP payroll contributions accrued at December 31, 2025 and December 31, 2024 each totaled $0.1 million, and are included within accrued expenses in the consolidated balance sheets. Employee payroll contributions used to purchase shares under the ESPP will be reclassified to stockholders’ equity at the end of the offering period.\n\n \n\n12. LOSS PER SHARE\n\nBasic loss per share (EPS), which excludes dilution, is computed by dividing Net Loss Attributable to the Company by the weighted average number of Common Stock, Class A Non-Voting Common Stock, and Class B Non-Voting Common Stock outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock, Class\n\n51\n\n \n\nA Non-Voting Common Stock, and Class B Non-Voting Common Stock were exercised or converted into Common Stock, Class A Non-Voting Common Stock, or Class B Non-Voting Common Stock. The number of incremental shares from the assumed issuance of shares relating to share based awards is calculated by applying the treasury stock method. The Company computes EPS using the aggregate weighted-average common shares outstanding on a common-equivalent basis as the only difference between class of shares is related to voting rights and conversion features, but the classes otherwise share equally in dividends and residual net assets on a per share basis.\n\nThe following table shows the computation of basic and diluted earnings per share (in thousands), except share and per share amounts:\n\n \n\n \n\n \n\nYear Ended December 31,\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nNumerator:\n\n \n\n \n\n \n\n \n\n \n\n \n\nNet Loss attributable to the Company\n\n \n\n$\n\n(3,051\n\n)\n\n \n\n$\n\n(11,472\n\n)\n\nDenominator:\n\n \n\n \n\n \n\n \n\n \n\n \n\nWeighted average common shares outstanding - Basic\n\n \n\n \n\n64,095,369\n\n \n\n \n\n \n\n60,359,587\n\n \n\nDilutive effect of stock options, RSUs and warrants\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nWeighted average common shares outstanding - Diluted\n\n \n\n \n\n64,095,369\n\n \n\n \n\n \n\n60,359,587\n\n \n\nBasic loss per share\n\n \n\n$\n\n(0.05\n\n)\n\n \n\n$\n\n(0.19\n\n)\n\nDiluted loss per share (1)\n\n \n\n$\n\n(0.05\n\n)\n\n \n\n$\n\n(0.19\n\n)\n\n \n\n(1) There were 17,732,764 warrants and 6,153,037 RSUs outstanding at December 31, 2025 and there were 17,732,764 warrants, 246,667 options, and 5,373,373 RSUs outstanding at December 31, 2024. The Company excluded the warrants, options and RSUs from the calculation of diluted EPS for the years ended December 31, 2025 and 2024 as inclusion would have an anti-dilutive effect.\n\n13. RELATED PARTY TRANSACTIONS\n\nRelated 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.\n\nAs of December 31, 2024, amounts due to related parties include the following:\n\n1.\nGlobalX earned $39 thousand in 2024 and it was owed $0, in relation to flights flown and shared TRAX services with Jetlines.\n\n2.\nJetlines earned approximately $1.2 million in 2024 and it was owed $0, respectively, in relation to flights flown by Jetlines for GlobalX.\n\n \n\nThe Company had provided a guarantee for one of their aircraft and as a result it settled a $1.3 million obligation with lessor of related aircraft during the year ended December 31, 2024, as recorded in current liabilities and non-operating expenses on the Company’s Consolidated Balance Sheets and Statement of Operations, respectively.\n\n \n\nAs of and for the year ended December 31, 2025, the Company did not incur, earn or have any related parties’ transactions or balances.\n\nAs described in Note 4 above, on August 2, 2023 and December 21, 2023, the Company issued an aggregate of $35.7 million of Secured Notes, which includes among others, 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 2025.\n\n \n\nDuring the years ended December 31, 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 $0.435 per share and 1,142,500 shares on July 16, 2024 at a price of $0.45 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 $0.46 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.\n\n \n\nThe 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\n\n52\n\n \n\nCompany $12 thousand, representing the full amount of the Reporting Persons' pecuniary interest in the profit realized in connection with the short-swing transactions.\n\n \n\nThe 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.\n\n \n\nThe Company recognized these proceeds as a capital contribution from stockholders and recorded an increase of $11,925, to additional paid-in capital in its audited condensed consolidated statement of changes in equity for the year ended December 31, 2025.\n\n \n\n14. ACCRUED LIABILITIES\n\n \n\nAccrued liabilities consisted of the following as of December 31, 2024 and 2025 (in thousands):\n\n \n\nDecember 31, 2025\n\n \n\n \n\nDecember 31, 2024\n\n \n\n  Salaries, wages and benefits\n\n$\n\n3,101\n\n \n\n$\n\n2,954\n\n \n\n  Passenger Taxes\n\n \n\n \n\n13,837\n\n \n\n \n\n \n\n6,254\n\n \n\n  Aircraft fuel\n\n \n\n864\n\n \n\n \n\n993\n\n \n\n  Contracted ground and aviation services\n\n \n\n \n\n1,511\n\n \n\n \n\n \n\n1,025\n\n \n\n  Maintenance\n\n \n\n1,727\n\n \n\n \n\n954\n\n \n\n  Aircraft Rent\n\n \n\n \n\n3,481\n\n \n\n \n\n2,981\n\n \n\n  Other\n\n \n\n4,427\n\n \n\n \n\n5,257\n\n \n\nAccrued liabilities\n\n \n\n$\n\n28,948\n\n \n\n \n\n$\n\n20,418\n\n \n\n \n\n15. REVENUE CONTRACT LIABILITY\n\nDeferred revenue for customer contracts represents amounts collected from, or invoiced to, customers in advance of revenue recognition. The balance of Deferred revenue will increase or decrease based on the timing of invoices and recognition of revenue.\n\nSignificant changes in our Deferred revenue liability balances during the years ended December 31, 2025 and 2024 (in thousands) were as follows:\n\n \n\n \n\nDecember 31, 2025\n\n \n\n \n\nDecember 31, 2024\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nBeginning Balance\n\n \n\n$\n\n8,903\n\n \n\n \n\n$\n\n9,896\n\n \n\nRevenue Recognized\n\n \n\n \n\n(8,903\n\n)\n\n \n\n \n\n(9,896\n\n)\n\nAmounts Collected or Invoiced\n\n \n\n \n\n16,830\n\n \n\n \n\n \n\n8,903\n\n \n\nEnding Balance\n\n \n\n$\n\n16,830\n\n \n\n \n\n$\n\n8,903\n\n \n\n \n\n16. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS\n\n \n\nThe Company’s financial instruments are exposed to certain financial risks as detailed below.\n\n \n\nCredit risk\n\n \n\nCredit risk is the risk of an unexpected loss if a customer or third party to a financial instrument fails to meet its contractual obligations.\n\n \n\nThe Company is subject to credit risk on its cash and cash equivalents. The Company limits its exposure to credit loss by placing its cash and cash equivalents with major financial institutions. As a result, the Company does not believe it is exposed to significant credit risk.\n\n53\n\n \n\n17. SEGMENT INFORMATION\n\n \n\nThe Company’s business activity is providing customized, non-scheduled air transport services to customers. Management structured the Company’s 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.\n\nThe Company’s President and Chief Financial Officer together serve as 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 Consolidated Statements of Operations. Net income is used to monitor actual versus budget results.\n\nSignificant expenses within net income or loss, include operating expenses, which are each separately presented on the Company’s 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 Consolidated Balance Sheets as total consolidated assets.\n\nThe following table presents revenue for the Company’s single reportable segment for the periods indicated (in thousands):\n\n \n\n \n\nFor the years ended December 31,\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nConsolidated Revenue\n\n \n\n$\n\n246,346\n\n \n\n \n\n$\n\n223,751\n\n \n\n \n\nProducts and services\n\nThe Company generates revenue from the following major product and service categories (in thousands):\n\n \n\n \n\n \n\nFor the years ended December 31,\n\n \n\nConsolidated Revenue\n\n \n\n \n\n2025\n\n \n\n \n\n2024\n\n \n\nCharter\n\n \n\n \n\n$\n\n62,258\n\n \n\n \n\n$\n\n95,456\n\n \n\nACMI\n\n \n\n \n\n \n\n175,770\n\n \n\n \n\n \n\n123,061\n\n \n\nOther\n\n \n\n \n\n \n\n8,318\n\n \n\n \n\n \n\n5,234\n\n \n\nTotal\n\n \n\n \n\n$\n\n246,346\n\n \n\n \n\n$\n\n223,751\n\n \n\n \n\nGeographic information\n\nSubstantially all of the Company’s long‑lived assets are located in the USA. Revenue by geographic area, based on the location of the customer, is as follows (in thousands):\n\n \n\n \n\nUnited States\n\n \n\n \n\nOther\n\n \n\n \n\nTotal\n\n \n\nConsolidated Revenue\n\n \n\n$\n\n237,031\n\n \n\n \n\n$\n\n9,315\n\n \n\n \n\n$\n\n246,346\n\n \n\n \n\nMajor customers:\n\nFor the year ended December 31, 2025, one customer accounted for approximately 50% of total revenue. No other customer accounted for 10% or more of total revenue in any of the periods presented.\n\nFor the year ended December 31, 2024, two customers accounted for approximately 40% and 12% of total revenue. No other customer accounted for 10% or more of total revenue in any of the periods presented.\n\nBecause the Company has only one reportable segment, the amounts disclosed above for that segment are also the amounts reported in the consolidated financial statements; therefore, separate reconciliations to consolidated totals have not been presented.\n\n \n\n \n\n \n\n54"}