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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Global Crossing Airlines Group Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
37960G401 (CUSIP Number) |
DAVID SANDBERG RED OAK PARTNERS, LLC, 40 SE 5th Street, Suite 502 Boca Raton, FL, 33432 (212) 614-8952 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/20/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 37960G401 |
| 1 |
Name of reporting person
The Red Oak Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,327,887.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 37960G401 |
| 1 |
Name of reporting person
The Red Oak Long Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,314,280.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 37960G401 |
| 1 |
Name of reporting person
Red Oak Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,642,167.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 37960G401 |
| 1 |
Name of reporting person
David Sandberg | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,642,167.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
21.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 |
| (b) | Name of Issuer:
Global Crossing Airlines Group Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
4200 NW 36th Street, Building 5A, MIAMI INT'L AIRPORT, 4TH FLOOR, Miami,
FLORIDA
, 33166. |
| Item 2. | Identity and Background |
| (a) | The names of the persons filing this Statement (the "Reporting Persons") are:
The Red Oak Fund, LP, a Delaware limited partnership ("Red Oak Fund");
The Red Oak Long Fund, LP, a Delaware limited partnership ("Red Oak Long Fund");
Red Oak Partners, LLC, a Florida limited liability company ("Red Oak Partners"); and
David Sandberg, as the controlling member of Red Oak Partners.
This Statement is being filed by David Sandberg, the controlling member of Red Oak Partners, which manages each of Red Oak Fund and Red Oak Long Fund (each a "Fund" and, collectively, the "Funds"). The Funds are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Funds directly own the shares as reported in this Statement. Each of the filers hereto disclaims beneficial ownership with respect to any shares other than shares owned directly by such filer. |
| (b) | 40 SE 5th Street, Suite 502, Boca Raton, FL 33432 |
| (c) | Investment advisor |
| (d) | During the last five years, none of the Reporting Persons have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | Not applicable |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
The source of cash for securities purchased by the Funds was working capital and totaled $9,565,880. | |
| Item 4. | Purpose of Transaction |
The Shares acquired by the Reporting Persons have been acquired for the purpose of making an investment in the Issuer. The Reporting Persons intend to review its investment on a regular basis and, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities owned of the Issuer in the open market, in privately negotiated transactions or otherwise, or (c) to take any other available course of action, which could involve one or more types of transactions or have one or more of the results described in this paragraph. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer?s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer. In addition, in connection with their review of their investment, the Reporting Persons may from time to time seek to engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer regarding the Issuer.
Other than as set forth in this Schedule 13D, the Reporting Persons have no present plans or proposals which relate to or would result in any of the matters set forth in clauses (a) through (c) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 is hereby amended and restated to read as follows:
The aggregate percentage of the Issuer's outstanding shares of Common Stock reported owned by each Reporting Person is based on 43,906,185 shares of common stock outstanding at November 1, 2024, as reported by the Issuer on its Form 10-Q for the quarter ended September 30, 2024, filed with the United States Securities and Exchange Commission on November 7, 2024, plus 1,216,500 Class B Non-Voting Common Stock purchased by the Reporting Persons, which are convertible into shares of common subject to a non-citizen limitation. Share ownership information does not include 5,537,313 Class-A Non-Voting Common Stock and 7,537,313 warrants purchased by the Reporting Persons and may not be exercised to the extent that, after giving effect to such exercise, the Reporting Persons would beneficially own in excess of 4.99% of the issued and outstanding common stock after such exercise. Each Reporting Person disclaims beneficial ownership with respect to any shares of Common Stock other than the shares owned directly and of record by such Reporting Person.
Red Oak Partners beneficially owns 9,642,167 shares of Common Stock, representing 21.4% of all the outstanding shares of Common Stock. The Funds are each controlled by Red Oak Partners. Therefore, Red Oak Partners may be deemed to beneficially own (i) the 6,327,887 shares of Common Stock held by the Red Oak Fund, and (ii) the 3,314,280 shares of Common Stock held by the Red Oak Long Fund.
Mr. Sandberg, as the managing member of Red Oak Partners may be deemed to beneficially own the
9,642,167 shares of Common Stock beneficially owned by Red Oak Partners through the Funds, representing 21.4% of all the outstanding shares of Common Stock.
Red Oak Fund may be deemed to beneficially own 6,327,887 shares of Common Stock, representing 14.0% of all the outstanding shares of Common Stock. Red Oak Long Fund may be deemed to beneficially own 3,314,280 shares of Common Stock, representing 7.3% of all the outstanding shares of Common Stock. |
| (b) | Each of Red Oak Partners and Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 6,327,887 shares of Common Stock held by the Red Oak Fund, and (ii) the 3,314,280 shares of Common Stock held by the Red Oak Long Fund. No Fund shares with any other Fund voting or dispositive power with respect to the shares such Fund beneficially owns. |
| (c) | Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows:
Date Fund Name Class Action Quantity Price
2/20/2025 The Red Oak Fund, LP Common Stock BUY 516,277 0.729
2/20/2025 The Red Oak Long Fund LP Common Stock BUY 283,723 0.729
2/20/2025 The Red Oak Fund, LP Class A BUY 3,634,139 0.729
2/20/2025 The Red Oak Long Fund LP Class A BUY 1,903,174 0.729
2/20/2025 The Red Oak Fund, LP Class B BUY 787,521 0.699
2/20/2025 The Red Oak Long Fund LP Class B BUY 412,479 0.699
2/20/2025 The Red Oak Fund, LP Warrants BUY 4,946,739 0.010
2/20/2025 The Red Oak Long Fund LP Warrants BUY 2,590,574 0.010
Shares were purchased pursuant to a private transaction. |
| (d) | See Item 5(b). |
| (e) | March 7, 2023 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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