[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

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.

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 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The number of shares outstanding of the registrant’s Common Stock as of ~~April 30,~~August 8, 2023 was ~~56,720,074~~57,459,361 shares, consisting of ~~37,965,552~~38,875,739 shares of common stock, 5,537,313 shares of Class A Non-Voting Common Stock and ~~13,217,209~~13,046,309 shares of Class B Non-Voting Common Stock.


	March 31, 2023			December 31, 2022			June 30, 2023			December 31, 2022
	(Unaudited)						(Unaudited)
Current Assets
Cash and cash equivalents	$	2,200,686		$	1,875,673		$	4,157,386		$	1,875,673
Restricted cash	$	5,026,968		$	3,585,261		$	4,268,749		$	3,585,261
Accounts receivable, net of allowance	$	3,992,347		$	2,664,174		$	5,496,021		$	2,664,174
Prepaid expenses and other current assets	$	2,314,057		$	2,193,449		$	2,913,836		$	2,193,449
Current assets held for sale	$	1,149,893		$	1,405,741		$	704,777		$	1,405,741
Total Current Assets	$	14,683,951		$	11,724,298		$	17,540,769		$	11,724,298
Property and equipment, net	$	2,551,930		$	2,441,288		$	3,105,637		$	2,441,288
Finance leases, net	$	3,834,109		$	2,710,899		$	3,826,247		$	2,710,899
Operating lease right-of-use assets	$	42,314,668		$	27,952,609		$	61,602,362		$	27,952,609
Deposits and other assets	$	7,025,696		$	6,334,878		$	9,033,168		$	6,334,878
Total Assets	$	70,410,354		$	51,163,973		$	95,108,183		$	51,163,973

Current liabilities
Accounts payable	$	5,355,869		$	4,997,080		$	9,913,030		$	4,997,080
Accrued liabilities	$	11,485,746		$	9,458,629		$	13,122,583		$	9,458,629
Deferred revenue	$	5,477,557		$	3,200,664		$	7,778,549		$	3,200,664
Customer deposits	$	2,272,720		$	1,617,337		$	5,875,991		$	1,617,337
Current portion of notes payable	$	1,811,668		$	1,810,468		$	8,507,869		$	1,810,468
Current portion of long-term operating leases	$	7,271,902		$	6,445,915		$	9,148,095		$	6,445,915
Current portion of finance leases	$	461,867		$	335,527		$	488,342		$	335,527
Total current liabilities	$	34,137,329		$	27,865,621		$	54,834,459		$	27,865,621
Other liabilities
Note payable	$	7,831,750		$	5,081,294		$	596,572		$	5,081,294
Long-term operating leases	$	36,759,367		$	23,189,835		$	54,465,291		$	23,189,835
Other liabilities	$	3,305,093		$	2,282,892		$	3,307,364		$	2,282,892
Total other liabilities	$	47,896,210		$	30,554,020		$	58,369,227		$	30,554,020
Commitments and Contingencies	$	—		$	—		$	—		$	—
Equity (Deficit)
Common stock - $.001 par value; 200,000,000 authorized; 56,298,351 and 53,440,482 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	$	56,297		$	53,440
Common stock - $.001 par value; 200,000,000 authorized; 57,307,695 and 53,440,482 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively							$	57,308		$	53,440
Additional paid-in capital	$	32,475,526		$	30,774,197		$	33,473,220		$	30,774,197
Retained deficit	$	(44,155,008	)	$	(38,083,304	)	$	(51,626,030	)	$	(38,083,304	)
Total stockholders’ equity (Deficit)	$	(11,623,185	)	$	(7,255,667	)	$	(18,095,502	)	$	(7,255,667	)
Total Liabilities and Equity (Deficit)	$	70,410,354		$	51,163,973		$	95,108,183		$	51,163,973


	Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	March 31, 2023			March 31, 2022			June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
Operating Revenue	$	32,150,554		$	16,380,011		$	31,475,076		$	17,441,980		$	63,625,630		$	33,821,992
Operating Expenses
Salaries, Wages, & Benefits		11,167,593			5,865,074			12,139,960			7,251,870			23,307,554			13,116,732
Aircraft Fuel		7,948,962			3,250,554			6,087,480			4,387,135			14,036,442			7,637,689
Maintenance, materials and repairs		1,558,724			1,190,823			1,766,857			964,352			3,325,581			2,155,175
Depreciation and amortization		443,139			23,312			443,016			79,898			886,155			103,212
Contracted ground and aviation services		4,852,811			2,955,576			5,201,126			3,087,023			10,053,937			6,037,266
Travel		2,253,833			1,295,110			1,346,980			830,208			3,600,813			2,125,530
Insurance		948,781			857,268			1,245,258			909,181			2,370,117			1,766,450
Aircraft Rent		5,644,028			3,359,674			6,830,359			3,834,230			12,474,387			7,193,904
Other		2,862,672			2,345,908			3,190,502			2,629,323			5,994,566			4,980,561
Total Operating Expenses		37,680,543			21,143,299			38,251,539			23,973,220			76,049,552			45,116,519
Operating Loss		(5,529,989	)		(4,763,288	)		(6,776,462	)		(6,531,240	)		(12,423,922	)		(11,294,527	)
Non-Operating Expenses
Interest Expense		541,715			16,214			694,560			234,417			1,118,806			250,631
Total Non-Operating Expenses		541,715			16,214			694,560			234,417			1,118,806			250,631
Loss before income taxes		(6,071,704	)		(4,779,502	)		(7,471,022	)		(6,765,657	)		(13,542,728	)		(11,545,158	)
Income tax expense		—			—			—			—			—			—
Net Loss		(6,071,704	)		(4,779,502	)		(7,471,022	)		(6,765,657	)		(13,542,728	)		(11,545,158	)
Loss per share:
Basic	$	(0.11	)	$	(0.09	)	$	(0.13	)	$	(0.13	)	$	(0.24	)	$	(0.22	)
Diluted	$	(0.11	)	$	(0.09	)	$	(0.13	)	$	(0.13	)	$	(0.24	)	$	(0.22	)
Weighted average number of shares outstanding		54,490,925			51,241,326			56,857,629			51,505,095			55,680,815			51,373,939
Fully diluted shares outstanding		54,490,925			51,241,326			56,857,629			51,505,095			55,680,815			51,373,939


	Common Stock Number of Shares		Amount		Additional Paid in Capital		Retained Deficit			Total			Common Stock Number of Shares		Amount		Additional Paid in Capital		Retained Deficit			Total
Beginning – January 1, 2022		51,237,876	$	51,237	$	26,456,900	$	(22,262,307	)	$	4,245,830			51,237,876	$	51,237	$	26,456,900	$	(22,262,307	)	$	4,245,830
Issuance of shares – warrants and options exercised		20,700		21		9,909		—			9,930			20,700		21		9,909		—			9,930
Warrants issued						2,130,642					2,130,642							2,130,642					2,130,642
Share based compensation on stock options or RSUs		—		—		382,612		—			382,612			—		—		382,612		—			382,612
Loss for the period		—		—		—		(4,779,502	)		(4,779,502	)		—		—		—		(4,779,502	)		(4,779,502	)
Ending – March 31, 2022		51,258,576	$	51,258	$	28,980,063	$	(27,041,809	)	$	1,989,512			51,258,576	$	51,258	$	28,980,063	$	(27,041,809	)	$	1,989,512
Issuance of shares – warrants and options exercised														1,305,362		1,306		633,006		—			634,312
Warrants issued														—		—		—		—			—
Share based compensation on stock options or RSUs														—		—		343,007		—			343,007
Subscription receivable														—		—		—		—			—
Loss for the period														—		—		—		(6,765,657	)		(6,765,657	)
Ending – June 30, 2022														52,563,938	$	52,564	$	29,956,076	$	(33,807,466	)	$	(3,798,826	)



	Common Stock Number of Shares		Amount		Additional Paid in Capital		Retained Deficit			Total			Common Stock Number of Shares		Amount		Additional Paid in Capital		Retained Deficit			Total
Beginning – January 1, 2023		53,440,482	$	53,440	$	30,774,197	$	(38,083,304	)	$	(7,255,667	)		53,440,482	$	53,440	$	30,774,197	$	(38,083,304	)	$	(7,255,667	)
Issuance of shares – options exercised		150,000	$	150		67,106		—			67,256			150,000		150		67,106		—			67,256
Issuance of shares - warrants exercised		2,499,453	$	2,499		1,133,802		—			1,136,301			2,499,453		2,499		1,133,802		—			1,136,301
Issuance of shares - share based compensation on RSUs		208,416	$	208		500,421		—			500,629			208,416		208		500,421		—			500,629
Loss for the period		—		—		—		(6,071,704	)		(6,071,704	)		—		—		—		(6,071,704	)		(6,071,704	)
Ending – March 31, 2023		56,298,351	$	56,297	$	32,475,526	$	(44,155,008	)	$	(11,623,185	)		56,298,351	$	56,297	$	32,475,526	$	(44,155,008	)	$	(11,623,185	)
Issuance of shares – options exercised														—		—		—		—			—
Issuance of shares - warrants exercised														227,630		228		221,434		—			221,662
Issuance of shares - share based compensation on RSUs														481,593		482		577,580		—			578,062
Issuance of shares - ESPP														300,121		301		198,680		—			198,981
Loss for the period														—		—		—		(7,471,022	)		(7,471,022	)
Ending – June 30, 2023														57,307,695	$	57,308	$	33,473,220	$	(51,626,030	)	$	(18,095,502	)


	For The Three Months Ended March 31,						For The Six Months Ended June 30,
	2023			2022			2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(6,071,704	)	$	(4,779,502	)	$	(13,542,728	)	$	(11,545,158	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash (used in) operating activities:
Depreciation		443,139			23,312			893,988			103,210
Bad debt expense (recovery)		(17,540	)		—			(17,540	)		51,356
Gain on sale of spare parts		(55,744	)		—			(107,117	)		—
Amortization of debt issue costs		250,457			—			530,729			—
Amortization of operating lease right of use asset		1,846,952			950,324			3,646,948			1,913,191
Share-based payments		500,630			382,612			1,108,538			725,619
Foreign exchange (gain) loss		1,200			—
Foreign exchange loss								1,200			4,652
Loss on sale of property		135,772			—			135,772			—
Interest on finance leases		93,009			—			202,064			—
Changes in assets and liabilities
Accounts receivable		(1,254,889	)		275,953			(2,931,205	)		(488,316	)
Assets held for sale		255,848			—			700,964			—
Prepaid expenses and other current assets		(120,608	)		(839,677	)		(684,068	)		(563,886	)
Accounts payable		358,792			3,077,116			4,767,261			1,362,684
Accrued liabilities and other liabilities		4,803,034			729,211			12,344,141			3,614,574
Operating lease obligations		(2,017,874	)		(731,312	)		(3,668,823	)		(1,387,700	)
Other liabilities		154,651			—			232,457			—
Net cash used in operating activities		(694,875	)		(911,963	)
Net cash provided (used) in operating activities								3,612,581			(6,209,774	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(306,618	)		(273,031	)		(1,068,839	)		(863,775	)
Deposits, deferred costs and other assets		(823,971	)		(617,849	)		(2,969,133	)		(1,889,235	)
Net cash used in investing activities		(1,130,589	)		(890,880	)		(4,037,972	)		(2,753,010	)

CASH FLOWS FROM FINANCING ACTIVITIES
Payments to related party		—			(197,558	)		—			(197,558	)
Principal payments on finance leases		(111,373	)		—			(220,895	)		—
Proceeds on issuance of shares		1,203,557			9,930			1,594,353			644,242
Proceeds from note payable		2,500,000			5,925,529			2,017,134			5,925,529
Net cash provided by financing activities		3,592,184			5,737,901			3,390,592			6,372,213

Net increase in cash		1,766,720			3,935,058
Net increase (decrease) in cash, cash equivalents and restricted cash								2,965,201			(2,590,571	)

Cash, cash equivalents and restricted cash - beginning of the period		5,460,934			7,994,001			5,460,934			7,994,001
Cash, cash equivalents and restricted cash - end of the period	$	7,227,654		$	11,929,059		$	8,426,135		$	5,403,430

Non-cash transactions
Right-of-use (ROU) assets acquired through operating leases	$	16,209,011			—		$	37,296,700			5,390,848
Equipment acquired through finance leases		1,214,658			—			1,334,004			—
Note Payable reductions through accounts receivable from sale of Assets held for sale								336,385			—

Cash paid for

Interest	$	291,258			—		$	472,572			15,665
Taxes	-			-			-			-

BASIS OF PRESENTATION AND GOING CONCERN

Global Crossing Airlines Group Inc. (the “Company” or “Global”) principal business activity is providing passenger and cargo aircraft to customers through aircraft operating service agreements including, crew, maintenance, insurance (“ACMI”) and charter services “Charter” serving the ~~US,~~United States, Caribbean, ~~and~~ Latin American ~~markets~~and European markets.

The condensed consolidated financial statements include the accounts of the Company, and its subsidiaries, Global Crossing Airlines, Inc. and Global Crossing Airlines Operations, LLC (collectively “Global USA”), GlobalX A320 Aircraft Acquisitions Corp. (“Acquisition A320”), GlobalX A321 Aircraft Acquisition Corp. (“Acquisition A321”), GlobalX Travel Technologies, Inc. (“Technologies”), GlobalX Air Tours, LLC (“GlobalX Tours”), LatinX Air S.A.S., and GlobalX Colombia ~~S.A.S. and Capitol Airlines, LLC.~~S.A.S.. All intercompany transactions and balances have been eliminated on consolidation.

The accompanying unaudited condensed consolidated financial statements and related notes (the “Financial Statements”) have been prepared in accordance with the U.S. Securities and Exchange Commission (the “SEC”) requirements for quarterly reports on Form 10-Q, and consequently exclude certain disclosures normally included in audited consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP). The Financial Statements should be read in conjunction with the audited consolidated financial statements and the notes included in the Company’s Annual Report on Form 10-K for the years ended December 31, 2022 and 2021, which includes additional disclosures and a summary of our significant accounting policies. The December 31, 2022, balance sheet data was derived from that Annual Report and may not include disclosures required for presentation in conformity with U.S. GAAP. In our opinion, these Financial Statements include all adjustments, consisting of normal recurring items, considered necessary by management to fairly state the Company’s results of operations, financial position, and cash flows

Our quarterly results are subject to seasonal and other fluctuations, including fluctuations resulting from the global COVID-19 pandemic and the operating results for any quarter are therefore not necessarily indicative of results that may be otherwise expected for the entire year.

The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. As of ~~March 31,~~June 30, 2023, the Company had a working capital deficit of $~~19,453,377~~37,293,689 and a retained deficit of $~~44,155,008~~51,626,030. The Company began flight operations in August 2021. Without ongoing income generation or additional financing, the Company will be unable to fund general and administrative expenses and working capital requirements for the next 12 months. These material uncertainties raise substantial doubt as to the Company’s ability to continue as a going concern. The Company is evaluating financing its future requirements through a combination of debt, equity and/or other facilities. There is no assurance that the Company will be able to obtain such financing or obtain them on favorable terms. The condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and statement of financial position classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.

NEW ACCOUNTING STANDARDS

Recently Adopted ~~Accounting Standards~~

In May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update (“ASU”) 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption was permitted, including adoption in an interim period. The adoption of this pronouncement had no impact on our accompanying consolidated financial statements.

~~Recently Issued~~ Accounting Standards

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The update requires the use of an “expected loss” model on certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables, loans and held-to-maturity debt securities, entities will be required to estimate lifetime expected credit losses. For available-for-sale debt securities, entities will be required to recognize an allowance for credit losses rather than a reduction to the carrying value of the asset. ASU 2016-13 was initially effective for non- public companies for fiscal years and interim periods beginning after December 15, 2021, with early adoption permitted. In November 2019, the FASB issued ASU 2019-10, Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, which delayed the effective date for certain entities, such as the Company, to apply ASU 2016-13 until fiscal years and interim periods beginning after December 15, 2022. The ~~Company evaluated the impact~~adoption of ASU 2016-13 ~~and determined the adoption of Topic 326 will not have a material~~had no impact on our consolidated financial statements.

EQUITY METHOD INVESTMENTS

The Company’s investments in affiliates accounted for using the equity method include a 50~~% interest in GlobalX Ground Team, LLC (“GlobalX Ground”) and~~an approximately 13% ownership interest in Canada Jetlines Operations Ltd. (“Jetlines”) as of ~~March 31,~~June 30, 2023.

~~Investment in GlobalX Ground Team, LLC:~~

On September 9, 2020, the Company entered into a joint venture agreement with KD Holdings, LLC (“KD Holdings”) for the purpose of providing ground handling services. Under the terms of the agreement, KD Holdings will run the day-to-day operations of the ground handling division and supply the ground equipment and Global will provide assistance and guidance to the operations. The Company accounts for the joint venture in accordance with the equity method.

As of December 31, 2021, the Company elected to write down GlobalX’s investment in the joint venture to zero. Going forward GlobalX has elected to self-perform all ground handling activities at Miami International Airport. As of March 31, 2023 and December 31, 2022, there was $0 ~~due to GlobalX Ground and $~~0 ~~and $28,681~~ ~~loss recorded during the three months period ended March 31, 2023 and the year ended on December 31, 2022, respectively, with respect to the equity investment in GlobalX Ground.~~

Investment in Canada Jetlines Operations Ltd.:

On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of Jetlines to Global shareholders. Global retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method. As of ~~March 31,~~June 30, 2023, the Company holds approximately 13% ownership in Jetlines. Jetlines did not generate net income during the year ended on December 31, 2022 and the ~~three~~six months period ended on ~~March 31, 2023 .~~June 30, 2023.

DEBT

On January 27, 2023, the Company announced an up to $5.0 million loan (the "Loan") with a key investor to provide working capital and additional liquidity to support GlobalX’s rapidly growing operations. The net proceeds of the Loan will be used to further the business objectives of the Company and to secure additional aircraft for charter operations. As of ~~March 31,~~June 30, 2023, the Company received $2.5 million from the loan.

The terms of the promissory note (the "Note") issued in connection with Loan include:

•

a maturity date of 6 months from the date of issuance (the “Maturity Date”) and the principal amount of the Note, together with any accrued and unpaid interest, will be payable on the Maturity Date;

•

the Note bears interest at the rate of 20% per annum, accruing monthly and payable on the Maturity Date;

•

the principal amount of the Note will be advanced in two tranches of $2.5 million each. The first tranche was advanced within one business day and the second tranche will be advanced after the Company delivers a draw down notice, but subject to the lender receiving internal approval for the second tranche; and

•

the Note is unsecured, is not convertible and provides for no warrants.

On March 17, 2022, the Company entered into agreements (each a “Subscription Agreement”) pursuant to which the Company sold $6.0 million of its securities (the “Financing”). The securities sold in the Financing consisted of (1) non-convertible debentures (each,

a “Debenture”) and (2) one common stock purchase warrant (each, a “Warrant”) for every US$1.24 of principal of the Debentures purchased for gross proceeds of up to $6.0 million. Each Warrant is exercisable into one share of common stock (each, a “Warrant Share”) at an exercise price of US$1.24 per Warrant Share with an exercise period of 24 months from the date of closing.

The terms of the Debentures include:

•

a maturity date of 24 months from the date of issuance (the “Maturity Date”) and the principal amount of the Debentures, together with any accrued and unpaid interest, will be payable on the Maturity Date;

•

the Debentures bear interest (the “Interest”) at the rate of 15% per annum, which Interest will be payable in cash quarterly in arrears;

•

the Company has the option to prepay the principal amount of the Debentures on 30 business days’ notice, provided that if repaid in the first year, the Company must provide a payment such that the holders of the Debentures receive at least 10% premium on the principal amount, after deducting any prior Interest payments from such premium; and

•

it is intended that repayment by the Company of amounts owing under the Debentures will be secured by a secured lien on the tangible fixed assets of the Company

The Company determined that the terms of the Warrants issued in the financing require the Warrants to be classified as equity. Accordingly, upon issuance, the Company recorded debt issuance costs of $2.2 million related to the Warrants along with a corresponding credit to additional paid in capital. As the Warrants are classified as equity warrants the Company will not remeasure the Warrants each accounting period.

Since the Warrants may purchase a fixed number of shares for a fixed price, the Company chose to use the Black-Scholes option pricing model to value the warrants at issuance. The inputs selected are: underlying stock price at date of issuance of $1.04 per share, exercise price of $1.24 per share, expected term of 2 years, dividends of $0, a risk free rate of -0.6%, and volatility of 143%.

The debt issuance costs resulting from the warrants along with other direct costs of the Financing will be amortized to interest expense using the effective interest method.

As of June 30, 2023, Current Portion of Notes Payable includes the outstanding balance of $994,934, in connection with the payment plan agreed by Global Crossing Airlines and GEM for the $2,000,000 CAD final settlement.

See footnote 12. Subsequent Events for information about the new $35 million of senior secure notes due 2029 and pay-off of the existing debt as of June 30,2023.

SHARE CAPITAL AND ADDITIONAL PAID IN CAPITAL AUTHORIZED

On July 12, 2021, the Company completed a share capital reorganization creating a new class of shares, Class B Non-Voting Common Stock. As of ~~March 31,~~June 30, 2023 and December 31, 2022, the Company had ~~37,334,659~~38,724,073 and 32,668,320 common shares, 5,537,313 and 5,537,313 Class A Non-Voting Common Shares, and ~~13,426,379~~13,046,309 and 15,234,849 Class B Non-Voting Shares outstanding, respectively.

WARRANTS

Following is a summary of the warrant activity during the three and six months periods ended ~~March 31,~~June 30, 2023 and 2022:


	Number of Share Purchase Warrants			Weighted Average Exercise Price		Number of Share Purchase Warrants			Weighted Average Exercise Price
Outstanding, January 1, 2022		17,631,350		$	1.05		17,631,350		$	1.05
Issued		4,838,707			1.24		4,838,707			1.24
Exercised		(20,700	)		0.49		(20,700	)		0.49
Expired		-			-		-			-
Outstanding, March 31, 2022		22,449,357			1.09		22,449,357			1.09
Issued							-			-
Exercised							(1,078,470	)		0.48
Expired							(40,261	)		0.48
Outstanding, June 30, 2022							21,330,626			1.32

Outstanding, January 1, 2023		19,633,911		$	1.18		19,633,911		$	1.18
Issued		-			-		-			-
Exercised		(2,499,453	)	$	0.43		(2,499,453	)		0.43
Expired		-			-		-			-
Outstanding, March 31, 2023		17,134,458			1.29		17,134,458			1.29
Issued							-			-
Exercised							(227,630	)		0.97
Expired							(4,530,808	)		0.99
Outstanding, June 30, 2023							12,376,020			1.40

As of ~~March 31,~~June 30, 2022, the following common stock share purchase warrants were outstanding and exercisable:

Outstanding

Exercise Price

Remaining life
(years)

Expiry Date

2,804,106

USD$0.48

0.23

April 23, 2022

4,882,838

USD$1.00

1.07

April 26, 2023

203,840

USD$0.62

1.07

April 26, 2023

2,182,553

USD$0.39

1.09

May 4, 2023

4,838,707

USD$1.24

1.99

March 28, 2024

7,537,313

USD$1.50

4.08

April 29, 2026

22,449,357


Outstanding		Exercise Price	Remaining life (years)	Expiry Date
	1,685,375	USD$0.48	0.18	September 3, 2022
	203,840	USD$0.62	0.82	April 26, 2023
	4,882,838	USD$1.00	0.82	April 26, 2023
	2,182,553	USD$0.39	0.84	May 4, 2023
	4,838,707	USD$1.24	1.75	March 28, 2024
	7,537,313	USD$1.50	3.83	April 29, 2026
	21,330,626

As of ~~March 31,~~June 30, 2023, the following common stock share purchase warrants were outstanding and exercisable:

Outstanding

Exercise Price

Remaining life
(years)

Expiry Date

4,649,238

USD$1.00

0.07

April 26, 2023

109,200

USD$0.62

0.07

April 26, 2023

4,838,707

USD$1.24

0.99

March 28, 2024

7,537,313

USD$1.50

3.08

April 29, 2026

17,134,458


Outstanding		Exercise Price	Remaining life (years)	Expiry Date
	4,838,707	USD$1.24	0.75	March 28, 2024
	7,537,313	USD$1.50	2.83	April 29, 2026
	12,376,020

SHARE-BASED PAYMENTS

The maximum number of shares of common stock ("Voting Shares") issuable pursuant to share-based payment arrangements, including stock options, restricted share units and performance share units, is 9,400,000.

Stock options

The Company grants stock options to directors, officers, employees and consultants as compensation for services, pursuant to its Amended Stock Option Plan (the “Stock Option Plan”). The maximum price shall not be less than the closing price of the Company’s shares on the last trading day preceding the date on which the grant of options is approved by the Board of Directors. Options have a maximum expiry period of ten years from the grant date. Vesting conditions are determined by the Board of Directors in its discretion with certain restrictions in accordance with the Stock Option Plan.

The following is a summary of stock option activities for the three and six months periods ended ~~March 31,~~June 30, 2023 and 2022:


	Number of stock options			Weighted average exercise price		Weighted average grant date fair value		Number of stock options			Weighted average exercise price		Weighted average grant date fair value
Outstanding January 1, 2022		920,668		$	0.25	$	0.49		920,668		$	0.25	$	0.49
Granted		—			—		—		—			—		—
Exercised		—			—		—		—			—		—
Forfeited		(16,667	)		0.25		0.57		(16,667	)		0.25		0.57
Outstanding, March 31, 2022		904,001		0.25		0.48			904,001		0.25		0.48
Granted									—			—		—
Exercised									(33,333	)		0.25		0.57
Forfeited									—			—		—
Outstanding, June 30, 2022									870,668		0.25		0.48

Outstanding January 1, 2023		820,668		$	0.25	$	0.34		820,668		$	0.25	$	0.34
Granted		—			—		—		—			—		—
Exercised		(150,000	)		0.48		0.16		(150,000	)		0.48		0.16
Forfeited		(200,000	)		0.25		0.57		(200,000	)		0.25		0.57
Outstanding, March 31, 2023		470,668		0.25			0.54		470,668		0.25			0.54
Granted									—			—		—
Exercised									—			—		—
Forfeited									—			—		—
Outstanding, June 30, 2023									470,668		0.25			0.54

As of ~~March 31,~~June 30, 2022, the following stock options were outstanding and exercisable:


Outstanding		Exercisable		Exercise Price		Remaining life (years)		Expiry Date
	150,000		150,000	$	0.48		1.00	June 29, 2023
	670,668		670,668	$	0.25		2.98	June 23, 2025
	50,000		33,333	$	0.62		3.24	September 23, 2025
	870,668		854,001

As of June 30, 2023, the following stock options were outstanding and exercisable:

Outstanding

Exercisable

Exercise Price

Remaining life (years)

Expiry Date

150,000

150,000

$
0.47

1.25

June 29, 2023

704,001

333,331

$
0.25

3.23

June 23, 2025

50,000

33,333

$
0.62

3.48

September 23, 2025

904,001

516,664

~~As of March 31, 2023, the following stock options were outstanding and exercisable:~~

Outstanding

Exercisable

Exercise Price

Remaining life (years)

Expiry Date

420,668

420,668

0.25

2.23

June 23, 2025

50,000

50,000

0.62

2.48

September 23, 2025

470,668

470,668


Outstanding		Exercisable		Exercise Price		Remaining life (years)		Expiry Date
	420,668		420,668		0.25		1.98	June 23, 2025
	50,000		50,000		0.62		2.24	September 23, 2025
	470,668		470,668

The Company recognizes share-based payments expense for all stock options granted based on the grant date fair value with the expense recognized ratably over the service period. The fair value of stock options is determined by the Black-Scholes Option Pricing Model with assumptions for risk-free interest rates, dividend yields, volatility factors of the expected market price of the Company’s shares, forfeiture rate, and expected life of the options.

There were no stock options granted during the three and six months ended ~~March 31,~~June 30, 2023 and 2022.

Restricted share units

The Company grants restricted share units (“RSUs”) to directors, officers, employees and consultants as compensation for services, pursuant to its Amended RSU Plan (the “RSU Plan”). One restricted share unit has the same value as a Voting Share. The number of RSUs awarded and underlying vesting conditions are determined by the Board of Directors in its discretion.

At the election of the Board of Directors, upon each vesting date, participants receive (a) the issuance of Voting Shares from treasury equal to the number of RSUs vesting, or (b) a cash payment equal to the number of vested RSUs multiplied by the fair market value of a Voting Share, calculated as the closing price of the Voting Shares on the NEO exchange for the trading day immediately preceding such payment date; or (c) a combination of (a) and (b).

On the grant date of RSUs, the Company determines whether it has a present obligation to settle in cash. If the Company has a present obligation to settle in cash, the RSUs are accounted for as liabilities, with the fair value remeasured at the end of each reporting period and at the date of settlement, with any changes in fair value recognized in profit or loss for the period. The Company has a present obligation to settle in cash if the choice of settlement in shares has no commercial substance, or the Company has a past practice or a stated policy of settling in cash, or generally settles in cash whenever the counterpart asks for cash settlement.

If no such obligation exists, RSUs are accounted for as equity settled share-based payments and are valued using the share price on grant date. Upon settlement:

If the Company elects to settle in cash, the cash payment is accounted for as the repurchase of an equity interest (i.e. as a deduction from equity), except as noted in (c) below.

If the Company elects to settle by issuing shares, the value of RSUs initially recognized in reserves is reclassified to capital, except as noted in (c) below.

If the Company elects the settlement alternative with the higher fair value, As of the date of settlement, the Company recognizes an additional expense for the excess value given (i.e. the difference between the cash paid and the fair value of shares that would otherwise have been issued, or the difference between the fair value of the shares and the amount of cash that would otherwise have been paid, whichever is applicable).

The following is a summary of RSU activities for the three and six months periods ended ~~March 31,~~June 30, 2023 and 2022:


	Number of RSUs			Weighted average grant date fair value per RSU		Number of RSUs			Weighted average grant date fair value per RSU
Outstanding, January 1, 2022		2,067,500		$	1.16		2,067,500		$	1.16
Granted		620,000			1.37		620,000			1.37
Issuance of common stock		—			—		—			—
Forfeited		(400,000	)		1.48		(400,000	)		1.48
Outstanding March 31, 2022		2,287,500			1.02		2,287,500			1.02
Granted							—			—
Issuance of common stock							—			—
Forfeited							(115,000	)		1.79
Outstanding June 30, 2022							2,172,500			1.47

Outstanding, January 1, 2023		3,305,837		$	1.14		3,305,837		$	1.14
Granted		1,687,777			0.97		1,687,777			0.97
Issuance of common stock		(400,542	)		1.04		(400,542	)		1.04
Forfeited		(129,315	)		0.96		(129,315	)		0.96
Outstanding March 31, 2023		4,463,757			1.10		4,463,757			1.10
Granted							1,155,000			0.97
Issuance of common stock							(467,500	)		0.91
Forfeited							(378,334	)		1.01
Outstanding June 30, 2023							4,772,923			1.01

During the three and six months ended ~~March 31,~~June 30, 2023, the Company recognized share-based payments expense with respect of stock options and RSUs of $607,908 and $1,108,538, respectively. During the three and six months ended June 30, 2022, the Company recognized share-based payments expense with respect to stock options and RSUs of $~~500,630~~343,007 and $~~382,612~~725,619, respectively.

The remaining compensation that has not been recognized as of ~~March 31,~~June 30, 2023 with regards to RSUs and the weighted average period they will be recognized are $~~3,286,018~~3,767,328 and ~~2.12~~2.18 years.

INCOME TAXES

The Company’s expected effective tax rate for the three and six months periods ended ~~March 31,~~June 30, 2023, and 2022 was 0%. The effective tax rate varies from the statutory rate due to the change in the valuation allowance.

COMMITMENTS AND CONTINGENCIES

The Company has contractual obligations and commitments primarily with regard to management and development services, lease arrangements and financing arrangements.

On October 14, 2021, the Company entered into a lease agreement for an A321f cargo aircraft. The ten year lease term commenced on January 24, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.

On January 27, 2023, the Company entered into a lease agreement for an A320 passenger aircraft. The six year lease term commenced on April 21, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 72 months, plus supplemental rent for maintenance of the aircraft.

On June 21, 2022, the Company entered into a lease agreement for a second A321f cargo aircraft. The eight year lease term commenced on June 1, 2023. Under the agreement, the Company will pay the lessor a fixed monthly rent for 96 months, plus supplemental rent for maintenance of the aircraft.

On February 24, 2023, the Company entered into a lease agreement for an A330 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be ~~on July 2023~~in 2024 and will run through 74 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of the aircraft.

On June 16, 2023, the Company signed a lease agreement for an A320 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be in August 2023 and will run through 48 months from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of aircraft equipment.

On July 27, 2023, the Company signed a lease agreement for an A320 passenger aircraft and paid commitment fees to the lessor. The lease will commence upon aircraft delivery which is expected to be between October 2023 and March 2024 and will run through the next heavy maintenance visit reached (estimated to be in February 2028) from delivery date. In addition to basic rent due, the Company will pay the lessor supplemental rent for maintenance of aircraft equipment.

During the ~~three~~six months ended ~~March 31,~~June 30, 2023, the Company entered into ~~five~~ten finance lease agreements for equipment to support the Company's technical operations. Payments under these finance lease agreements are fixed for terms of 75 years.

The following table provides details of the Company's future minimum lease payments under finance lease liabilities and operating lease liabilities recorded on the Company's condensed consolidated balance sheets as of ~~March 31,~~June 30, 2023. The table does not include commitments that are contingent on events or other factors that are currently uncertain or unknown.


	Finance Leases		Operating Leases		Finance Leases		Operating Leases
Remainder of 2023	$	646,162	$	10,111,250	$	443,839	$	8,358,750
2024		861,549		10,937,500		887,679		15,557,500
2025		861,549		10,835,000		887,679		15,455,000
2026		861,549		9,702,100		887,679		14,322,100
2027		724,648		6,890,000		770,680		11,510,000
2028 and thereafer		1,013,641		14,625,058		1,038,380		27,205,710
Total minimum lease payments		4,969,098		63,100,908		4,915,936		92,409,060
Less amount representing interest		1,403,824		19,069,639		1,346,860		28,795,674
Present value of minimum lease payments		3,565,274		44,031,269		3,569,076		63,613,386
Less current portion		461,867		7,271,902		488,342		9,148,095
Long-term portion		3,103,407		36,759,367		3,080,734		54,465,291

The table below presents information for lease costs related to the Company's finance and operating leases:


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022		2023		2022
Finance lease cost
Amortization of leased assets	$	114,009	$	-	$	104,646	$	-	$	218,655	$	-
Interest of lease liabilities		93,009		—		101,429		—		202,064		—
Operating lease cost
Operating lease cost (1)		3,216,770		1,817,845		1,799,976		2,061,074		3,646,948		1,913,191
Total lease cost		3,423,788		1,817,845		2,006,051		2,061,074		4,067,667		1,913,191

(1) Expenses are classified within Aircraft Rent on the Company's condensed consolidated statements of operations.

The Company utilizes the rate implicit in the lease whenever it is easily determined. For leases where the implicit rate is not readily available, we utilize our incremental borrowing rate as the discount rate. The table below presents lease terms and discount rates related to the Company's finance and operating leases:

March 31, 2023

March 31, 2022

Weighted-average remaining lease term

Operating leases

6.30 years

5.50 years

Finance leases

5.95 years

—

Weighted-average discount rate

Operating leases

11.63
%

10.07
%
Finance leases

12.14
%

—


	June 30, 2023			June 30, 2022
Weighted-average remaining lease term
Operating leases	6.52 years			4.81 years
Finance leases	5.71 years				—
Weighted-average discount rate
Operating leases		12.12	%		10.55	%
Finance leases		12.16	%		—

The table below presents cash and non-cash activities associated with our leases:


		Three Months Ended March 31,					Six Months Ended June 30,
		2023		2022			2023		2022
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases		$	2,017,874	$	-		$	3,668,823	$	1,387,700
Financing cash flows from finance leases			111,373		—			220,895		—

The Company is subject to various legal proceedings in the normal course of business and records legal costs as incurred. Management believes these proceedings will not have a materially adverse effect on the Company.

10.

LOSS PER SHARE

Basic earnings per share, which excludes dilution, is computed by dividing net income or loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. The number of incremental shares from the assumed issuance of shares relating to share-based awards is calculated by applying the treasury stock method.

The following table shows the computation of basic and diluted earnings per share for the three months ended ~~March 31,~~June 30, 2023 and 2022:

Three Months Ended
March 31, 2023

Three Months Ended
March 31, 2022

Numerator:

Net income (loss)

$
(6,071,704
)

$
(4,779,502
)
Denominator:

Weighted average common shares outstanding - Basic

54,490,925

51,241,326

Dilutive effect of stock options and warrants

—

—

Weighted average common shares outstanding - Diluted

54,490,925

51,241,326

Basic loss per share

$
(0.11
)

$
(0.09
)
Diluted loss per share

$
(0.11
)

$
(0.09
)


	Three Months Ended June 30, 2023			Three Months Ended June 30, 2022
Numerator:
Net income (loss)	$	(7,471,022	)	$	(6,765,657	)
Denominator:
Weighted average common shares outstanding - Basic		56,857,629			51,505,095
Dilutive effect of stock options and warrants		—			—

Weighted average common shares outstanding - Diluted		56,857,629			51,505,095

Basic loss per share	$	(0.13	)	$	(0.13	)
Diluted loss per share	$	(0.13	)	$	(0.13	)

1112

The following table shows the computation of basic and diluted earnings per share for the six months ended June 30, 2023 and 2022:


	Six Months Ended Jun 30, 2023			Six Months Ended Jun 30, 2022
Numerator:
Net loss	$	(13,542,728	)	$	(11,545,158	)
Denominator:
Weighted average common shares outstanding - Basic		55,680,815			51,373,939
Dilutive effect of stock options and warrants		—			—

Weighted average common shares outstanding - Diluted		55,680,815			51,373,939

Basic loss per share	$	(0.24	)	$	(0.22	)
Diluted loss per share	$	(0.24	)	$	(0.22	)

There were ~~17,134,458~~12,376,020 warrants, 470,668 options, and ~~4,463,757~~4,772,923 RSUs outstanding at ~~March 31,~~June 30, 2023 and ~~22,449,357~~21,330,626 warrants, ~~904,001~~870,668 options and ~~2,287,500~~2,172,500 RSUs outstanding at ~~March~~June 31, 2022 that were excluded from the calculation of diluted EPS. The Company excluded the warrants, options and RSUs from the calculation of diluted EPS for the three and six months ended ~~March 31,~~June 30, 2023 and 2022, as inclusion would have an anti-dilutive effect.

11.

RELATED PARTY TRANSACTIONS

~~On May 19, 2021, the Company entered into an arrangement agreement to complete a spin-out of the shares of its wholly owned subsidiary, Canada Jetlines Operations Ltd. (“Jetlines”).~~ On June 28, 2021, the Company completed the spin-out pursuant to the Arrangement under which the Company transferred 75% of shares of its wholly owned subsidiary, Canada Jetlines Operations Ltd. ("Jetlines") to Global shareholders. Global retained 25% of the shares issued and outstanding of Jetlines and accounts for the investment in accordance with the equity method. As of ~~March 31,~~June 30, 2023, Global Crossing Airlines hold approximately 13% of the outstanding at ~~March 31,~~June 30, 2023. Currently, Global continues to provide back-office support including sharing the costs of the Company’s aircraft fleet management software (TRAX).

Related parties and related party transactions impacting the consolidated financial statements not disclosed elsewhere in these consolidated financial statements are summarized below and include transactions with the following individuals or entities:

As of ~~March 31,~~June 30, 2023 and December 31, 2022, amounts due to related parties include the following:

Global earned and was owed $~~125,490~~268,740 and $110,177, respectively, in relation to shared TRAX services with Canada Jetlines LLC.

Other Related Party Transactions and Balances

The amounts due to related parties are unsecured, non-interest bearing and have no stated terms of repayment.

Smartlynx Airlines Malta Limited is an entity who holds approximately 4% of issued and outstanding shares. The Company made advanced payments totaling $250,000 to Smartlynx as security deposit for one passenger aircraft and it is included in deposits and other assets on the consolidated balance sheets as of ~~March 31,~~June 30, 2023 and December 31, 2022.

12. SUBSEQUENT EVENTS

On July 3, 2023, the Company voluntarily dissolved GlobalX Ground Team LLC. The Company had a 50% interest in GlobalX Ground Team LLC and the dissolution had no impact in the Company's financial statements.

On August 2, 2023, the Company announced the closing of the placement of $35 million of senior secure notes due 2029.

The terms of the senior secure notes include:

•

a term of 6 years and maturity date of June 30, 2029;

•

the notes bears interest at a fixed rate of 15% per annum and include an upfront fee of 2% of the principal payment;

•

the Company is permitted to prepay all (but not less than all) of the notes beginning on July 1, 2025 subject to a redemption premium;

•

the investors will be issued 10 million warrants, each exercisable into one share of Class A common stock at an exercise price of $1.00 per share, with such warrants expiring on June 30, 2030;

•

each of the Company's material subsidiaries will guarantee the notes;

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read together with the accompanying unaudited condensed consolidated financial statements and related notes in this report and the audited financial statements included in the Company’s Annual Report for December 31, 2022 on Form 10-K. This Item 2 contains forward-looking statements that involve risks and uncertainties. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date of this report. Actual results may differ materially from those expressed or implied in such forward-looking statements. Factors which could cause actual results to differ materially are discussed throughout this report and include, but are not limited to, those set forth at the end of this Item 2 under the heading "Cautionary Statement Regarding Forward Looking Statements." Additional factors are under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

The following represents terms and statistics specific to our business and industry. They are used by management to evaluate and measure operations, results, productivity, and efficiency.

Global Crossing Airlines Group Inc. (“GlobalX” or the “Company”) operates a US Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft. GlobalX’s business model is to (1) provide services on an ACMI using wet lease contracts to airlines and non-airlines, and (2) on a ~~Full Service ("Charter")~~Charter basis whereby we provide passenger aircraft charter services to customers by charging an “all-in” fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs. GlobalX operates within the United States, Europe, Canada, Central and South America. GlobalX began operating the Airbus A321 freighter (“A321F”) during the first quarter of 2023 after completing all FAA certification requirements with the A321F.

Focused on becoming a market leader with differentiated, value-creating solutions

GlobalX intends to become the best-in-class U.S. narrow-body, ACMI charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground and maintenance teams and management staff.

GlobalX operates its A320 family aircraft for airlines, tour operators, college and professional sports teams, incentive groups, resorts and casino groups and government agencies. It is our goal to deliver best in class on time performance and dispatch reliability; Expand existing relationships and develop additional relationships with leading charter/~~our~~tour operators to provide aircraft during their peak seasons; and provide ad-hoc and track charter programs for non-airline customers, including hotels, casinos, cruise ship companies, tour operators.

The first half of 2023 for GlobalX was characterized by the achievement of significant regulatory milestones in addition to considerable investment in crew, staff, maintenance, and systems to build out our platform, bolster our infrastructure to prepare GlobalX to rapidly expand through the delivery of several aircraft while preparing the organization for what will be an incredibly business second half of 2023. GlobalX is comprised of three key assets which allows us to generate income – our certifications, our aircraft, and our crew.

From a regulatory perspective GlobalX in the first half of 2023 has achieved the following:

From an aircraft perspective GlobalX in the first half of 2023 has achieved the following:

From a crew perspective GlobalX in the first half of 2023 has achieved the following:

In short, the first half of the year was a time when GlobalX invested in its people, prepared for its growth, and established a robust infrastructure for its future.

GlobalX added the A321F (passenger to freighter) aircraft to its operating certificate and into the fleet commencing Q1 2023 and expects cargo to be an integral part of the GlobalX business. GlobalX operates its A321Fs under ACMI charter operations with major package operators and major freight and logistics companies. Under these types of arrangements, customarily, these operators will take the commercial risk associated with the selling of the cargo and provide all ground handling and cargo-specific operations, with GlobalX assuming the operational risk of providing a functional aircraft, trained crew, in a safe and on time manner as the ACMI operator.

GlobalX plans to achieve its revenue goals by flying charter operations for a variety of client groups:

Critical to GlobalX’s business model is a fleet of modern and cost-effective aircraft. To achieve this objective, GlobalX has selected what it believes is the best overall single-aisle aircraft family to operate. This approach differs from traditional airlines, which purchase a variety of aircraft, often from different manufacturers, to achieve their operational flight sectors, resulting in increased training, operating and spare part costs. GlobalX conducted research to determine the best aircraft to fly in competition with other narrow-body charter airlines in the single-aisle seat market and GlobalX selected the A320 aircraft family.

The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the Boeing family of aircraft:

Cost and Operating factors: lower fuel burn, and better aircraft and cockpit crew pool availability.

Operational Capability: the A320 has a range advantage over the 737-800 and can fly non-stop from Miami to selected airports in North America, South America, the Caribbean, and between most major destinations in Europe. The A320 has excellent maintenance dispatch reliability and strong availability of spare parts and components, making the A320, in management’s estimation, the most popular aircraft among low-cost airlines.

Passenger comfort: better seat width, cargo bin volume for carry-on baggage and cargo hold volume.

Heavy maintenance checks are expected to be sourced out to FAA-approved service providers. The ~~"6Y"~~6Y and ~~"12Y"~~12Y checks will be primarily paid for using funds from the accrued maintenance reserves paid to lessors under operating leases.

We expect the existing charter operators based in the U.S. to respond to GlobalX’s entry into the market by lowering their pricing to customers. The expected competitive response typically includes lowered ACMI rates for key contracts. We believe GlobalX’s existing

relationships with potential customers and the underserved demand in the U.S., coupled with our newer planes allowing for a more cost-efficient operation, will allow us to address any competitive pressure and grow as anticipated.

GlobalX is a charter provider that currently focuses exclusively on providing customized, non-scheduled passenger air transport services with narrow-body Airbus A320 and A321 aircraft. We expect our primary line of business and focus to be commercial charter services from MIA to destinations throughout North and South America and the Caribbean, with established scheduled airlines that need additional air lift to supplement their own, and established tour and travel operators that sell tour packages in and between these markets.

We provide our services through two contract structures: (1) ACMI and (2) Charter.

We believe operating charter flights will largely insulate our expected profitability from fluctuations in jet fuel prices, which are typically the largest and most volatile expense for an air carrier. Under the vast majority of our commercial passenger charter arrangements, our customers bear 100% of the cost of jet fuel. In addition, consistent with industry practice, we plan for those customers to pay us our contract price approximately two weeks in advance of their flights.

Because our ACMI customers are responsible for fuel costs, our expected commercial ACMI revenues would not be affected directly by fuel price changes. However, a significant increase in fuel prices would likely have an adverse effect on demand for the use of our aircraft, which could have a material adverse effect on our profitability and financial position.

Our management team has extensive operating and leadership experience in the airfreight, airline, and aircraft leasing, maintenance, and management industries at companies such as Republic Airways, Eastern Airlines, JetBlue Airways, Virgin America, Hawaiian Airlines, American Airlines, US Airways, Atlas Air, Breeze Airways, Emirates, North American Airlines, Miami Air, AAR, Continental Airlines, Pan Am, Atlantic Coast Airlines, and Flair Airlines, as well as the United States Army, and Air Force. In addition, our management team has a diversity of experience from other industries at companies such as KBR, Teladoc, The Home Depot, Halliburton, Lehman Brothers, and the Burger King Corporation.

GlobalX seeks to become the best-in-class U.S. narrow-body, ACMI and full services contract charter airline, operating both passenger and cargo charter aircraft while recruiting and maintaining a dynamic team of customer-centric flight crews, ground teams and management staff.

In launching a US 121 Domestic Flag and Supplemental charter airline in the United States, GlobalX has done the following:

GlobalX operates its A320 family aircraft under ACMI/Full Contract charter operations for major airlines, tour operators, college and professional sports teams, incentive groups, major resorts and casino groups.

~~Our results for the three months ended March 31, 2023, were impacted by the following:~~

The following discussion should be read in conjunction with our Financial Statements and other financial information appearing and referred to elsewhere in this report.

The following table compares our Operating Fleet (average aircraft equivalents during the period) and total Block Hours operated:

Block Hours for the three months ended March 31, 2023 increased by 1,405 or 81% compared with the same period in 2022. The increase in block hours were driven by the availability of additional aircraft as the fleet grew from six to nine aircraft, a 50% increase, the availability of additional pilots as our number of pilots grew from 51 to 85, a 66% increase driving higher utilization of our available aircraft.

~~Operating revenue for the three months ended March 31, 2023~~ increased $14.0M or 80.5%, while Block Hours increased by ~~$15.8 million~~1,477 or ~~96.3%, compared with the same period in 2022. A number of factors drove the increase including the~~70% The increase in ~~the operating fleet from six to eight passenger~~revenue is primarily driven by a 33% increase in net available aircraft, ~~and the addition~~an increase of ~~one cargo aircraft during the first quarter of 2023, increased~~average utilization of ~~existing aircraft partially~~27% driven by ~~the increased portion of Charter flying which included fuel~~an increase in pilots, customers, and ~~contracted ground services expenses.~~an increase in Charter block hours ~~flown were up 116% and ACMI block~~as a percentage of total hours ~~flown were up 45% compared with the same period in 2022 contributing to~~of 17%. Generally, a ~~proportion of the percentage increase in revenue. These factors drove an increase in revenue per~~ block hour ~~of approximately 26% and~~operated on ~~the~~a Charter basis ~~of 88% in the volume of hours flown when compared to the same period in 2022.~~is 2.5x higher than a block hour operated on an ACMI basis.


	Three Months Ended March 31,									Three Months Ended June 30,
Operating Expenses	2023		2022		Inc/(Dec)		% Change			2023		2022		Inc/(Dec)		% Change
Salaries, Wages, & Benefits	$	11,167,593	$	5,865,074	$	5,302,519		90.4	%	$	12,139,960	$	7,251,870	$	4,888,090		67.4	%
Aircraft Fuel		7,948,962		3,250,554		4,698,408		144.5	%		6,087,480		4,387,135		1,700,345		38.8	%
Maintenance, materials and repairs		1,558,724		1,190,823		367,901		30.9	%		1,766,857		964,352		802,505		83.2	%
Depreciation and amortization		443,139		23,312		419,827		1800.9	%		443,016		79,898		363,118		454.5	%
Contracted ground and aviation services		4,852,811		2,955,576		1,897,235		64.2	%		5,201,126		3,087,023		2,114,103		68.5	%
Travel		2,253,833		1,295,110		958,723		74.0	%		1,346,980		830,208		516,772		62.2	%
Insurance		948,781		857,268		91,513		10.7	%		1,245,258		909,181		336,077		37.0	%
Aircraft Rent		5,644,028		3,359,674		2,284,354		68.0	%		6,830,359		3,834,230		2,996,130		78.1	%
Other		2,862,672		2,345,908		516,764		22.0	%		3,190,503		2,629,323		561,180		21.3	%
Total Operating Expenses	$	37,680,543	$	21,143,299	$	16,537,244		78.2	%	$	38,251,539	$	23,973,220	$	14,278,320		59.6	%

~~Total operating expenses for the three months ended March 31, 2023~~Salaries, wages, and benefits increased ~~by $16.5~~$4.9 million, or 78.2% compared with the same period in 2022, as a direct result of the increase in the operating fleet from six to nine aircraft, resources to operate those aircraft and fuel and contracted ground services required to fly Charters.

~~The increase in salaries, wages, and benefits of $5.3 or 90.4% million is~~67.4% primarily due to the hiring and training of pilots and other airline ~~personnel.~~personnel as a result of the growing fleet and operations.

~~The~~Aircraft fuel increased $1.7 million or 38.8% primarily due a 121% increase in ~~aircraft~~Charter Block Hours which was significantly offset by an average decrease in the cost of fuel ~~of $4.7~~on a per gallon basis.

Maintenance, material and repairs increased by $0.8 million or ~~144.5% was mainly~~83.2% primarily due to an increase ~~of 76%~~ in the ~~volume~~number of ~~Charter block hours flown~~aircraft and ~~an increase of 36%~~costs associated with several non-heavy maintenance events in the ~~fuel average price.~~quarter.

Depreciation and amortization increased by $0.4 million or 454% primarily due to an increased in the number of rotable parts, scrapping of rotable parts and amortization of new heavy maintenance events and leasehold improvements related to the onboarding of new aircraft.

Contracted ground and aviation services increased $2.1 million or 68.5% primarily due to the increase in Block Hours.

Travel increased by $0.5 million or 62.2% primarily due to the increase in Block Hours and a significant increase in the number of pilots in training who require hotel accommodations.

Aircraft rent increased by ~~$2.3~~$3.0 million or ~~68%~~78.1% primarily due to the increase in the number of aircraft from ~~six aircraft in Q1 2022 to~~ nine aircraft ~~in Q1 2023.~~

~~The increase in contracted ground and aviation services was primarily driven by the increase of 76% in Charter hours.~~to eleven aircraft.

~~Depreciation and amortization~~Other increased by ~~$419.8 thousand~~$0.8 million or ~~1,800%~~28.6% primarily ~~driven by excess scrapping of rotable parts.~~due to costs associated with recruiting fees and investor relations activities.

Interest Expense increased by $0.5 million or 196% primarily driven by interest expense on the debentures issued during March 2022 and the working capital loan of $2.5 million (up to $5 million) entered in January 2023.

Operating Revenue increased $29.8 million or 88.1%, while Block Hours increased by 2,946 or 78%. The increase in revenue is primarily driven by a 41% increase in net available aircraft, an increase of average utilization of 26% driven by an increase in pilots and customers, and an increase in Charter block hours as a percentage of total block hours of 17%. Generally, a block hour operated on a Charter basis is 2.5x higher than a block hour operated on an ACMI basis.

Salaries, wages, and benefits increased $10.1 million, or 77.7% primarily due to the hiring and training of pilots and other airline personnel as a result of the growing fleet and operations.

Aircraft fuel increased $6.4 million or 83.8% primarily due to a 121% increase in Charter Block Hours which was significantly offset by an average decrease in the cost of fuel on a per gallon basis..

Maintenance, materials and repairs increased $1.2 million or 54.3% primarily due to the increase in the number of aircraft.

Depreciation and amortization increased $0.8 million or 758% primarily due to an increased in the number of rotable parts, scrapping of rotable parts and amortization of new heavy maintenance events and leasehold improvements related to the onboarding of new aircraft.

Contracted ground and aviation services increased $3.9 million or 65.5% primarily due to the increase in Block Hours.

Travel increased $1.4 million or 69.4% primarily driven by the increase in Block Hours and costs associated with training new crew.

Aircraft rent increased $5.3 million or 73.4% primarily due to the increase in the number of aircraft from six aircraft to eleven aircraft.

Interest Expense increased by ~~$525.5 thousand,~~$0.9 million or ~~3,241% compared with the same period in 2022,~~346% primarily driven by interest expense on the debentures issued during March 2022 and the working capital loan of $2.5 million (up to $5 million) entered in January 2023.

The most significant liquidity events for the ~~three~~six months ended ~~March 31,~~June 30, 2023 and 2022 were as follows:

Operating Activities. For the ~~three~~six months ended ~~March 31,~~June 30, 2023, Net cash ~~used~~provided by operating activities increased by ~~$0.7~~$9.8 million to ~~$1.8~~$3.6 million, which primarily reflected Net loss of ~~$6.1~~$13.5 million, increase in accounts receivable of ~~1.3~~$2.9 million, increase in ~~prepaid, deposits~~Prepaid expenses and other current assets of ~~$0.9 million,~~$684.1 thousand, decrease in operating lease obligations of ~~$1.8~~$3.7 million, partially offset by an increase in accounts payable of ~~$359 thousand,~~$4.8 million, and an increase in accrued liabilities and other liabilities of ~~$4.8~~$12.7 million. The Net loss was also offset by noncash adjustments of ~~$443.1~~$886.1 thousand for depreciation expense, ~~$500.6 thousand~~$1.1 million for share-based payments, ~~$1.8~~$3.6 million for amortization of right-of-use assets and ~~$250.4~~$530.7 thousand for amortization of debt issuance costs. For the ~~three~~six months ended ~~March 31,~~June 30, 2022, net cash used by operating activities was ~~$912.0 thousand,~~$6.2 million, which primarily reflected net loss of ~~$4.8~~$11.6 million, an increase in Accounts Receivable of $488.3 thousand, increase in Prepaid expenses and other current assets of ~~$839.7~~$563.9 thousand, and a decrease in operating lease obligations of ~~$731.3 thousand.~~$1.4 million. These were partially offset by noncash adjustments of ~~$382.6~~$725.6 thousand for share-based payments, and ~~$950.3 thousand~~$1.9 million for amortization of right-of-use assets, an increase in accrued liabilities of ~~$729.2 thousand,~~$3.6 million, and an increase in accounts payable of ~~$3.1~~$1.4 million.

Investing Activities. For the ~~three~~six months ended ~~March 31,~~June 30, 2023, ~~net~~Net cash used for investing activities ~~decreased~~increased by ~~$700 thousand~~$1.3 million to ~~$200 thousand~~$4.0 million related to ~~purchases~~$3.0 of increase in Deposits, deferred costs and other assets, and $1.0 million of Purchases of property and equipment. For the ~~three~~six months ended ~~March 31,~~June 30, 2022, Net cash used for investing activities was ~~$890.9 thousand, consisting primarily~~$2.8 million, related to an increase of ~~$617.8 thousand related to~~$1.9 million of Deposits, deferred costs and other assets and ~~$273.0~~$863.8 thousand ~~related to~~of Purchases of property and equipment.

Financing Activities. For the ~~three~~six months ended ~~March 31,~~June 30, 2023, Net cash provided by financing activities decreased by ~~$2.0~~$3.0 million to ~~$3.8~~$3.4 million, consisting ~~primarily~~ of ~~$2.5~~$2.0 million of Note Payable, ~~proceeds~~Proceeds on issuance of shares of ~~$1.2~~$1.6 million, partially offset by ~~$111.4~~$220.9 thousand in Principal payments on finance leases. For the ~~three~~six months ended ~~March 31,~~June 30, 2022, Net cash provided by financing activities was ~~$5.7~~$6.4 million, which ~~primarily~~ reflected $5.9 million related to Note Payable and $644.2 thousand of Proceeds on issuance of shares, partially offset by $197.6 thousand for payments to related parties.

We may access external sources of capital from time to time depending on our cash requirements, assessments of current and anticipated market conditions, and the after-tax cost of capital. Our access to capital markets can be adversely impacted by prevailing economic conditions and by financial, business and other factors, some of which are beyond our control. Additionally, our borrowing costs are affected by market conditions and may be adversely impacted by a tightening in credit markets.

Our Chief Executive Officer and Chief Financial Officer, referred to collectively herein as the Certifying Officers, are responsible for establishing and maintaining our disclosure controls and procedures that are designed to ensure that information relating to the Company required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, including ensuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. The Certifying Officers have reviewed and evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 240.13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934) as of ~~December 31, 2022.~~June 30, 2023. Our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~December 31, 2022,~~June 30, 2023, the Company’s disclosure controls and procedures were effective.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during fiscal quarter ended ~~March 31,~~June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On October 1, 2021, GEM has filed initial pleadings in the Supreme Court of the State of New York, County of New York, claiming the Company breached the share subscription agreement between the parties by failing to pay a $500,000 fee due on May 4, 2021 GEM is requesting repayment in full of the CAD $2,000,000 promissory note issued by the Company to GEM plus accrued interest and costs and expenses related to collection. As of December 31, 2022, the note payable to GEM is recorded in current liabilities on the consolidated balance sheet and the Company expensed the full outstanding amount capitalized as deferred financing costs of $2,809,031.

On January 18, 2023 the Court granted summary judgment in favor of GEM. GEM subsequently filed a motion seeking $2,000,000 CAD, plus interest totaling $218,493.87, with an additional $506.02 accruing each day after January 30, 2023 until entry of Judgment. GEM also seeks $112,584.50 in attorney's fees and $4,884.86 in costs. In 2022, interest and attorney's fees were recorded in current liabilities on the consolidated balance sheet and other expenses non-operating on the consolidated statement of operation.

On March 29th, 2023 Global Crossing Airlines and GEM entered into a final settlement which included a payment plan for the $2,000,000 CAD over nine months plus the ~~extention~~extension of the agreement for 12 months. Consequently, GlobalX has adjusted the current liabilities to reverse the previously accrued interest and attorney’s fees no longer due. Upon final payment GEM agrees to file a satisfaction of judgment in County of New York, effectively settling this issue. GlobalX made payments due per final settlement and the outstanding balance of $994,934 as of June 30, 2023 and included in Current Portion of Notes Payable.

There have been no material changes in our risk factors from those disclosed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


PART I - FINANCIAL INFORMATION

	ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		Page

		Balance Sheets as of ~~March 31,~~June 30, 2023 (unaudited) and December 31, 2022	1

		Statements of Operations for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022 (unaudited)	2

		Statements of Stockholders’ Equity for the Three and Six Months Ended ~~March 31,~~June 30, 2023 and 2022 (unaudited)	3

		Statements of Cash Flows for the ~~Three~~Six Months Ended ~~March 31,~~June 30, 2023 and 2022 (unaudited)	4

		Notes to Financial Statements (unaudited)	5

	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		1315

	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		1722

	ITEM 4. CONTROLS AND PROCEDURES		1822

PART II - OTHER INFORMATION			1923

	ITEM 6. EXHIBITS		2024

SIGNATURES			2125


ACMI:	Service offering, whereby we provide outsourced cargo and passenger aircraft operating solutions, including the provision of an aircraft, crew, maintenance, and insurance, while customers assume fuel, demand and price risk. In addition, customers are generally responsible for landing, navigation and most other operational fees and costs
Block Hour	The time interval between when an aircraft departs the terminal until it arrives at the destination terminal
Charter	Service offering, whereby we provide cargo and passenger aircraft charter services to customers. The customer generally pays a fixed charter fee that includes fuel, insurance, landing fees, navigation fees and most other operational fees and costs
Net Available Aircraft	The number of aircraft available each month reduced by (netted) days the aircraft is unavailable due to various maintenance events or deliveries during a month
2Y Check	“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every two years and can take from 20 – 40 days to complete.
6Y Check	“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every six years and can take from 45-75 days to complete
12Y Check	“Heavy” airframe maintenance checks, which are the most extensive in scope and are generally performed every six years and can take from 60 – 100 days to complete
Heavy Maintenance	Scheduled maintenance activities that are extensive in scope and are primarily based on time or usage intervals, which include, but are not limited to, C Checks,2Y Checks, 6Y Checks, 12Y checks and engine overhauls. In addition, unscheduled engine repairs involving the removal of the engine from the aircraft are considered to be Heavy Maintenance.
Line Maintenance	Maintenance events occurring during normal day-to-day operations.
Non-heavy Maintenance	Discrete maintenance activities for the overhaul and repair of specific aircraft components, including landing gear, auxiliary power units and engine thrust reversers.
Utilization	The average number of Block Hours operated per day per aircraft.


Exhibit Number		Description
31.1*		Rule 13a-14(a)/15d-14(a) Certification of acting principal executive officer. *
31.2*		Rule 13a-14(a)/15d-14(a) Certification of acting principal financial officer. *
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE	TITLE	DATE

/s/ Edward Wegel	CEO	~~May~~August 10, 2023
Edward Wegel

/s/ Ryan Goepel	CFO	~~May~~August 10, 2023
Ryan Goepel

/s/ Alan Bird	Director	~~May~~August 10, 2023
Alan Bird

/s/ T. Allan McArtor	Director	~~May~~August 10, 2023
T. Allan McArtor

/s/ ~~David G. Ross~~John Quelch	Director	~~May~~August 10, 2023
~~David G. Ross~~John Quelch

/s/ Deborah Robinson	Director	~~May~~August 10, 2023
Deborah Robinson

/s/ Cordia Harrington	Director	~~May~~August 10, 2023
Cordia Harrington


Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[X]	Smaller reporting company	[X]
		Emerging growth company	[X]


	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Numerator:
Net income (loss)	$	(6,071,704	)	$	(4,779,502	)
Denominator:
Weighted average common shares outstanding - Basic		54,490,925			51,241,326
Dilutive effect of stock options and warrants		—			—

Weighted average common shares outstanding - Diluted		54,490,925			51,241,326

Basic loss per share	$	(0.11	)	$	(0.09	)
Diluted loss per share	$	(0.11	)	$	(0.09	)


	Three Months Ended March 31,
Operating Fleet	2023		2022		Inc/(Dec)
A320		6.0		5.0		1.0
A321		2.7		1.0		1.7
Total Operating Average Aircraft Equivalents		8.7		6.0		2.7
Total Block Hours		3,134		1,729		1,405


	Three Months Ended March 31
Non-Operating Expenses	2023		2022		Inc/(Dec)		% Change
Interest Expense		541,715		16,214		525,501		3241.0	%
Total Non-Operating Expenses	$	541,715	$	16,214	$	525,501		3241.0	%


	Six Months Ended June 30,
	2023		2022		Inc/(Dec)		% Change
Operating Revenue	$	63,625,630	$	33,821,992	$	29,803,638		88.1	%

	Six Months Ended June 30,
Operating Fleet	2023		2022		Inc/(Dec)
A320		7.5		5.2		2.3
A321		2.3		1.0		1.3
Total Operating Average Aircraft Equivalents		9.8		6.2		3.6
Net Aircraft Available		8.0		5.7		2.3
Total Block Hours		6,719		3,773		2,946
Average Utilization per available aircraft		836.8		663.2		173.6


	Six Months Ended June 30,
Non-Operating Expenses (Income)	2023		2022		Inc/(Dec)		% Change
Interest Expense		1,118,806		250,631		868,175		346.4	%
Total Non-Operating Expenses (Income)	$	1,118,806	$	250,631	$	868,175		346.4	%