Global Crossing Airlines Group Inc.
21.40%
9,642,167
1846084
37960G401
Feb 19, 2025
Feb 24, 2025, 06:04 PM
Reporting Persons (4)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Red Oak Partners, LLC | Other | 21.40% | 9,642,167 | 0 | 9,642,167 |
| David Sandberg | Individual | 21.40% | 9,642,167 | 0 | 9,642,167 |
| The Red Oak Fund, L.P. | Partnership | 14.00% | 6,327,887 | 0 | 6,327,887 |
| The Red Oak Long Fund, L.P. | Partnership | 7.30% | 3,314,280 | 0 | 3,314,280 |
Disclosure Items (7)
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
The source of cash for securities purchased by the Funds was working capital and totaled $9,565,880.
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.
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.
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.
See Item 5(b).
March 7, 2023
Not applicable.
Not applicable.