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
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:

Common Stock, par value $0.001

Class B non-voting common stock, par value $0.001

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.

Exhibit Number	Description
3.1*	Amended and Restated Certificate of Incorporation of Global Crossing Airlines Group Inc.
3.2**	Amended and Restated Bylaws of Global Crossing Airlines Group Inc.

* Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on December 13, 2021.

** Incorporated by reference to the Company’s Registration Statement on Form S-1 filed with the US Securities and Exchange Commission on November 23, 2021.

SIGNATURE

Pursuant to the requirements of Section 12 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: March 30, 2022