United States securities and exchange commission logo
October 29, 2021
Edward J. Wegel
Chairman and Chief Executive Officer
Global Crossing Airlines Group Inc.
4200 NW 36th Street
Building 5A
Miami International Airport
Miami, FL 33166
Re: Global Crossing
Airlines Group Inc.
Amendment No. 5 to
Draft Registration Statement on Form S-1
Submitted October
13, 2021
CIK No. 0001846084
Dear Mr. Wegel:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form S-1
Cover Page
1. We note your response
to prior comment 1. Please describe the conversion rights of the
Class B Non-Voting
Common Stock on your prospectus cover page. Refer to Item
501(b)(2) of Regulation
S-K.
Edward J. Wegel
FirstName LastNameEdward J. Wegel
Global Crossing Airlines Group Inc.
Comapany
October 29,NameGlobal
2021 Crossing Airlines Group Inc.
October
Page 2 29, 2021 Page 2
FirstName LastName
2. Given that the prospectus covers the resale of shares of common stock
and the resale of
shares of Class B Non-Voting Common Stock, please tell us how an
investor will know
which class of common stock is being offered for resale by any
particular selling
stockholder.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 38
3. We note your disclosure that GEM has filed an action in the Supreme
Court of the State of
New York, County of New York, claiming a breach of your share
subscription
agreement. Please revise your disclosure to include the date GEM
instituted the action.
Refer to Item 103 of Regulation S-K.
Principal Stockholders, page 87
4. We note your response to our prior comment 5 and reissue it in part.
Please clarify the
extent to which any shares of common stock included in the
Principal Stockholders
table are Class B Non-Voting Common Stock and ensure that the
beneficial ownership
disclosed here is consistent with the beneficial ownership before the
offering for the
principal stockholders that are also selling stockholders. For
example, you disclose in the
Principal Stockholders section that none of the principal stockholders
listed in this table
hold shares of Class B Non-Voting Common Stock and that the shares of
common stock
held by Ascent Global Logistics, Inc. includes warrants to purchase
7,537,313 shares of
common stock. However, your Selling Stockholders table indicates that
Ascent Global
Logistics, Inc. only holds 1,200,000 shares of Class B Non-Voting
Common Stock. In
addition, your Principal Stockholders section indicates that you are
registering the resale
of 1,459,162 shares of common stock held by Joseph DaGrosa, Jr.
However, Mr.
DaGrosa is not included in the Selling Stockholders section. We note
also that the table in
the Selling Stockholders section indicates that the selling
stockholders may offer for resale
up to 10,022,760 shares of Class B Non-Voting Common Stock and
6,113,000 shares of
common stock underlying warrants. However, this is not consistent with
your disclosure
that you are registering the resale of up to 10,022,760 shares of
common stock issuable
upon exercise of outstanding warrants and 6,113,000 shares of Class B
Non-Voting
Common Stock. Please revise.
General
5. We note your response to our prior comment 6 and reissue such comment.
Your forum selection provision in your bylaws identifies the Court of
Chancery of the
State of Delaware as the exclusive forum for certain litigation,
including any derivative
action, subject to certain exceptions. Please describe your
exclusive forum provision in
your prospectus, and disclose whether this provision applies to
actions arising under the
Securities Act or Exchange Act. In that regard, we note that Section
27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to
enforce any duty or
liability created by the Exchange Act or the rules and regulations
thereunder, and Section
Edward J. Wegel
Global Crossing Airlines Group Inc.
October 29, 2021
Page 3
22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all
suits brought to enforce any duty or liability created by the Securities
Act or the rules and
regulations thereunder. If the provision applies to Securities Act
claims, please also revise
your prospectus to include risk factor disclosure, and to state that
there is uncertainty as to
whether a court would enforce such provision and that investors cannot
waive compliance
with the federal securities laws and the rules and regulations
thereunder. If this provision
does not apply to actions arising under the Securities Act or Exchange
Act, please also
ensure that the exclusive forum provision in the governing documents
states this clearly.
You may contact John Cannarella, Staff Accountant, at (202) 551-3337 or
Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding
comments on the
financial statements and related matters. Please contact Anuja A. Majmudar,
Attorney-Advisor,
at (202) 551-3844 or, in her absence, Laura Nicholson, Special Counsel, at
(202) 551-3584 with
any other questions.
Sincerely,
FirstName LastNameEdward J. Wegel
Division of
Corporation Finance
Comapany NameGlobal Crossing Airlines Group Inc.
Office of Energy &
Transportation
October 29, 2021 Page 3
cc: Martin T. Schrier
FirstName LastName