8-A12B 1 d649431d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

GLOBAL CROSSING AIRLINES GROUP INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   98-1350261

(State or other jurisdiction of incorporation

or organization)

  (I.R.S. Employer
Identification Number)

4200 NW 36th Street, Building 5A

Miami International Airport

Miami, FL

  33166
(Address of principal executive offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Common stock
Class B non-voting common stock
 

None
None

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.   ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-261285    (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 


Item 1. Description of Registrant’s Securities to be Registered.

Global Crossing Airlines Group Inc. (the “Registrant”) hereby incorporates by reference the description of the common stock and Class B non-voting common stock to be registered hereunder contained under the heading “Description of Capital Stock” in the Registrant’s prospectus filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the “Prospectus”), in connection with the Registration Statement on Form S-1 (File No. 333-261285), as originally filed with the Commission on November 23, 2021, as subsequently amended.

The Registrant further incorporates by reference the description of the tax consequences of owning our capital stock found under the heading “Material U.S. Federal Income Tax Consequences” in the Prospectus.

Item 2. Exhibits.

Under the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed with this registration statement because the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.


SIGNATURE

Pursuant to the requirements of Section l2 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

GLOBAL CROSSING AIRLINES GROUP INC.

By:

 

/s/ Edward J. Wegel

 

Name: Edward J. Wegel

 

Title: Chief Executive Officer

Date: February 3, 2022