As filed with the Securities and Exchange Commission on December 13, 2021
Registration Number 333-261285
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Global Crossing Airlines Group Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 481211 | | 98-1350261 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (IRS Employer
Identification Number) |
4200 NW 36th Street
Building 5A
Miami International Airport
Miami, Florida 33166
(786) 751-8503
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ryan Goepel
Chief Financial Officer
4200 NW 36th Street
Building 5A
Miami International Airport
Miami, Florida 33166
(786) 751-8503
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all correspondence to:
Jahan Islami, Esq.
Martin Schrier, Esq.
Cozen O’Connor P.C.
200 South Biscayne Blvd, Suite 3000
Miami, FL 33131
(305) 704-5940
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| | | |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | |
| | | | Emerging growth company | | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
| | | | | | | | |
|
Title of Each Class of Securities to be Registered | | Amount to be Registered(1) | | Proposed Maximum
Offering Price
per Share | | Proposed
Maximum
Aggregate
Offering Price | | Amount of Registration Fee(2) |
Common stock, par value $0.001 per share | | 5,067,128 | | $1.70(3) | | $9,272,844(3) | | $1,012 |
Common stock, par value $0.001 per share, underlying warrants | | 5,671,224 | | $1.70(3) | | $10,378,339(3) | | $1,132 |
Class B non-voting common stock, par value $0.001 per share | | 10,022,760 | | $1.70(4) | | $18,040,968(4) | | $1,968 |
|
|
| (1) | Represents shares of common stock offered for resale by selling stockholders. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover an indeterminate amount and number of each identified class of the identified securities as may be issued upon conversion, exchange, exercise or settlement of any other securities that provide for such conversion, exchange, exercise or settlement. |
| (2) | Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. |
| (3) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of high and low price per share of the common stock quoted on the OTCQB Marketplace on November 17, 2021 and an estimate of the proposed maximum aggregate offering price of the Class B Non-Voting Common Stock. |
| (4) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended, based on the average of high and low price per share of the common stock quoted to the TSX Venture Exchange on November 17, 2021. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
