Common Stock, par value $0.001

Global Crossing Airlines Group Inc.

4200 NW 36th Street, Building 5A, Miami, FL, 33166

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.

40 SE 5th Street, Suite 502, Boca Raton, FL 33432

Investment advisor

Not applicable

United States

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 43,922,685 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 16,500 Class-B shares purchased by the Reporting Persons which are convertible into Common Stock. 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 7,642,167 shares of Common Stock, representing 17.4% 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 5,024,089 shares of Common Stock held by the Red Oak Fund, and (ii) the 2,618,078 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 7,642,167 shares of Common Stock beneficially owned by Red Oak Partners through the Funds, representing 17.4% of all the outstanding shares of Common Stock. Red Oak Fund may be deemed to beneficially own 5,024,089 shares of Common Stock, representing 11.4% of all the outstanding shares of Common Stock. Red Oak Long Fund may be deemed to beneficially own 2,618,078 shares of Common Stock, representing 6.0% of all the outstanding shares of Common Stock.

Each of Red Oak Partners and Mr. Sandberg may be deemed to have shared voting and dispositive power with respect to (i) the 5,024,089 shares of Common Stock held by the Red Oak Fund, and (ii) the 2,618,078 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.

Transactions by the Reporting Persons effected in Common Stock that have taken place in the last sixty days are as follows: The Red Oak Fund, LP sold 775,836 shares of Common Stock at a price of $.46 on December 19, 2023. The Red Oak Long Fund, LP sold 386,664 shares of Common Stock at a price of $.46 on December 19, 2023. Shares sold on December 19, 2024, were sold pursuant to a private transaction.

See Item 5(b).

March 7 2023