JETMF 10-K & 10-Q changes, risk factors and insider trading

GlobalX has been in the build-out stage of the airline and as a result, investors are unable and may be unable for the next several years to review and consider any significant operational history to evaluate future viability or profitability. GlobalX will be subject to the risks, difficulties and uncertainties associated with a start-up airline. The likelihood of GlobalX’s success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the expansion of a business operation in a competitive industry and the development of a customer base. GlobalX could also sustain material losses in the future. GlobalX’s future performance will depend upon a number of factors, including its ability to:

GlobalX ishas generatinghistorically operating revenuehad and hascontinues to have negative cash flow from operating activities. It is anticipated that GlobalX will continue to have negative cash flow infor the foreseeable future. If our revenue does not increase to offset the expected increases in our operating expenses,expenses or if our operating expenses are not contained, then we will not be profitable in future periods. Continued losses may have the following consequences:

Our ability to purchase or lease aircraft on favorable terms will have a significant impact on our operating performance, need for capital and profitability.

To operate in accordance with its business plan, GlobalX will need to acquire or lease additional aircraft. While GlobalX does not anticipate any difficulties in entering into satisfactory leasing arrangements or purchase agreements for additional aircraft, there is no guarantee that we will be able to enter into leasesagreements for additional aircraft on terms satisfactory to it,us, or at all.

The terms of GlobalX’s leasing arrangements and purchase agreements will impact the potential profitability of GlobalX’s business. If we are unable to acquire or lease additional aircraft on satisfactory terms, then we will be unable to operate in accordance with its business plan. GlobalX’s ability to pay any fixed costs associated with aircraft lease or purchase contractual obligations will depend on GlobalX’s operating performance, cash flow, its ability to secure adequate financing, whether fuel prices continue at current price levels and/or further increase or decrease, further weakening or improvement in the United States economy, as well as general economic and political conditions and other factors that are, to a large extent, beyond GlobalX’s control.

ShouldIf one or more of these inputs and assumptions notis be correctincorrect or failfails to occur as anticipated, then there is a risk that GlobalX’s business model may not be implemented as anticipated and GlobalX may suffer a material adverse effect.

In addition, in order to successfully implement our growth strategy, we will require access to an additional number of airport gates and other services at airports we currently serve or may seek to serve. We believe there are currently significant restraints on gates and related ground facilities at many of the most heavily utilized airports in the United States. As a result, if we are unable to obtain access to a sufficient number of slots, gates or related ground facilities at desirable airports to accommodate our growing fleet, then we may be unable to compete in those markets, our aircraft utilization rate could decrease, and we could suffer a material adverse effect on our business, results of operations and financial condition. There can be no assurance that we will be able to enter into these arrangements on terms that we deem desirable or at all. Our Airport Use Agreement with Miami International Airport does not guarantee availability of boarding gates or landing slots at that airport.

There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favorable to GlobalX. If additional financing is raised by GlobalX through the issuance of its securities, shareholders may suffer significant dilution. If additional financing is not available, or if available, not available on satisfactory terms, then this could result in a material adverse effect or could require GlobalX to reduce, delay, scale back or eliminate portions of its actual or proposed operations or could prevent GlobalX from continuing as a going concern.

GlobalX will be dependent on fuel to operate its business, and therefore, will be exposed to the risk of volatile fuel prices.business. Fuel pricessupply areis impacted by a host of global events outside of GlobalX’s control, such as significant weather events, market speculation, geopolitical tensions, refinery capacity, government taxes and levies, and GlobalX demand and supply. GlobalX’s fuel costs are expected to make up one of the largest anticipated expenses of GlobalX. A significant change in thefuel price of fuelavailability would materially affect GlobalX’s projected operating results and growth strategy. A fuel supply shortage or significantly higher fuel prices could result in a curtailment of GlobalX’s planned scheduled service. There can be no assurance that increases in the price of fuel can be offset by fuel surcharges or any potential hedging transactions.

Critical to GlobalX’s business model is a supply of modern and cost-effective aircraft that can service the various sectors required to fly GlobalX’s planned route network. ShouldIf the A319, A320 or A321 family of aircraft is not be available in accordance with GlobalX growth strategy or shouldif the aircraft lease or maintenance costs increase drasticallydrastically, then there could be a material impact on GlobalX’s growth strategy, cost structure and potential profitability. In addition, a switch to a different family of aircraft could have a material adverse effect on our cost structure.

A critical cost-saving element of our business strategy is to operate a limited number of aircraft types; however, our dependence on the A319, A320 and A321 family of aircraft for all of our aircraft makes us vulnerable to any design defects or mechanical problems associated with this aircraft type or these engines. In the event of any actual or suspected design defects or mechanical problems with this family of aircraft, whether involving our aircraft or that of another airline, we may choose or be required to suspend or restrict the use of our aircraft. Our business could also be materially adversely affected if the public avoids flying on our aircraft due to an adverse perception of our plane type or engine type, whether because of safety concerns or other problems, real or perceived, or in the event of an accident involving such aircraft or engine. Our intellectual property rights, particularly our branding rights, are vulnerable, and any inability to protect them may adversely affect our business and financial results.

We consider our intellectual property rights, particularly our branding rights such as our trademark applicable to our airline, to be a significant and valuable aspect of our business. We aim to protect our intellectual property rights through a combination of trademark, copyright and other forms of legal protection, contractual agreements and policing of third-party misuses of our intellectual property, but cannot guarantee that such efforts will be successful. Our failure to obtain or adequately protect our intellectual property or any change in the law that lessens or removes the current legal protections of our intellectual property may diminish our competitiveness and adversely affect our business and financial results. Any litigation or disputes regarding intellectual property may be costly and time-consuming and may divert the attention of our management and key personnel formfrom our business operations, either of which may adversely affect our business and financial results.

The charter airline industry is seasonal. The demand for and the pricing of charter services does fluctuate throughout the year, as it does with most air travel industries. Historically, demand for air travel iscan highervary ingreatly on a month to month basis different customers due to seasonality. This can be offset by managing the secondcustomer mix, longer term contracts with guaranteed minimum hours and thirdfocusing quarters,on drivingdifferent higher revenues, than in the first and fourth quarters, which are periods of lower travel demand.geographies. In soas much as GlobalX has fixed costs relating to air crews, insurance, leases, rentrent, and other payments, lower periods of demand, combined with lower prices, could lead to negative cash flow and earnings for a given period.

GlobalX currently has and intends to havemaintain a non-unionized workforce. In the event that unionization activities occur with its workforce, GlobalX will incur increased labor costs. Increased labor costs will negatively impact upon GlobalX’s cost structure and will adversely affect GlobalX’s ability to successfully operate anits airline.business.

Our business plan calls for our operations to be based atout of three primary hubs; MIA, whichAEX isand our primary hub,HRL, with the vast majority of our projected flights consisting of daily round trips departing from and returning to MIA.their respective bases. If we are unable to continue to secure operating capacity at MIAthese hubs for our operations or planned expansionexpansion, then our business will be substantially harmed. And, assuming that we do obtain operating capacity at MIA,these locations, there is no guarantee that the fees and other costs related to operating out of MIAthese locations will not increase. Our operating performance and results of operations could be harmed by any such increase in fees or costs charged by the airport.

We will rely heavily on technology and automated systems to operate our business and any failure of these technologies or systems or failure by their operators could harm our business.

We will need tohave put in place a significant amount of information technology and automated systems to operate our business. The functionality and implementation of these systems will beis one of the keys to achieving low operating costs. These systems are expected to include a computerized airline reservation system, flight operations system, financial planning, management and accounting systems, telecommunications systems, website,website and maintenance systemssystems. and check-in kiosks. An inability to implement these systems in a timely fashion could result in delays in the start of our operations. In addition, in order forFor our operations to work efficiently, all of our website and reservation systemsystems will need to be able to accommodate a high volume of traffic, maintain secure information and deliver flight information. SubstantiallyIf allany of our ticketsoperational aresystems expected to be issued to passengers as electronic tickets. We intend for our reservation system to be hosted and maintained under a long term contract by a third-party service provider and we plan to rely on this reservation system to issue, track and accept electronic tickets. If we are unable to contract with the third party service providerfail or otherwise are unable to implement our reservation system or our reservation system fails or experiencesexperience interruptions, and we are unable to book seats for any period of time,then we could lose a significant amount of revenue asand customersexperience bookoperational seatsdifficulties which could lead to reputational harm and have a material adverse impact on competingour airlines.business.

Our anticipated processing, storage, use and disclosure of personal data could give rise to liabilities as a result of government regulation or a significant data breach may adversely affect the Company’s business. In our regular business operations, we collect, transmit, process and store sensitive data, including personal and financial information of our customers and employees such as payment processing information and information of our business partners. GlobalX depends on the ability to use information we collect to provide our services and operate our business.

Failure to comply with applicable environmental laws and regulations could have a material adverse effect on our business, results of operations and financial condition.

We expect to be subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water, and the management of hazardous substances, oils and waste materials. Compliance with all environmental laws and regulations can require significant expenditures and any future regulatory developments in the U.S. and abroad could adversely affect operations and increase operating costs in the airline industry. For example, climate change legislation was previously introduced in Congress and such legislation could be re-introduced in the future by Congress and state legislatures, and could contain provisions affecting the aviation industry, compliance with which could result in the creation of substantial additional costs to us. Similarly, the Environmental Protection Agency issued a rule that regulates larger emitters of greenhouse gases. Future operations and financial results may vary as a result of suchenvironmental laws and regulations. Compliance with theseenvironmental regulationslaws and new or existing regulations that may be applicable to us in the future could increase our cost base and could have a material adverse effect on our business, results of operations and financial condition. Governmental authorities in several U.S. and foreign cities are also considering or have already implemented aircraft noise reduction programs, including the imposition of nighttime curfews and limitations on daytime take-offs and landings, which could adversely affect our operations going forward, particularly if locally-imposed regulations become more restrictive or widespread.

Non-compliance with the growing Regulationsregulations and Guidelinesguidelines for Minimizingminimizing Aircraftaircraft Emissionsemissions and itstheir Impactimpact on Climateclimate Change.change.

In addition, the International Civil Aviation Organization (ICAO) endorsed the implementation of the Carbon Offsetting and Reduction Scheme for International Aviation (CORSIA).CORSIA. CORSIA aims to achieve carbon-neutral growth in the global aviation sector from 2021 to 2035. It mandates airlines to offset the increase in carbon dioxide (CO2) emissions, relative to an ICAO-defined baseline, for a significant majority of international flights. This offsetting is accomplished through the acquisition of carbon offsets or the utilization of low-carbon fuels.

We expect to lease allor finance the majority of our aircraft. Our ability to pay the fixed costs associated with our contractual obligations under these leases and debt arrangements will depend on our operating performance and cash flow, which will in turn depend on, among other things, the success of our current business strategy, whether fuel prices continue at current price levels and/or further increase or decrease, further weakening or improving in the U.S. economy, as well as general economic and political conditions and other factors that are, to some extent, beyond our control. The amount of our aircraft related fixed obligations could have a material adverse effect on our business, results of operations and financial condition.

As we anticipate orderingtaking delivery of all aircraft fresh from maintenance, our initial maintenance costs will in all likelihood be lower at the beginningdelivery of the aircraft lease.and rise throughout the term of the lease or ownership of the aircraft. Our fleet will require more maintenance as it ages and our maintenance and repair expenses for each of our aircraft will likely be incurred at approximately the same intervals. Moreover, because wemuch anticipate thatof our current fleet willhas bebeen acquired over a relatively short period, significant maintenance that is scheduled on each of these planes will likely occur at roughly the same time, meaning we will likely incur our most expensive scheduled maintenance obligations, known as heavy maintenance, across our present fleet around the same time. These more significant maintenance activities could result in out-of-service periods during which our aircraft are dedicated to maintenance activities and unavailable to generate revenue. In addition, we anticipate that the terms of our lease agreements will require us to pay supplemental rent, also known as maintenance reserves, to be paid to the lessor in advance of the performance of major maintenance, resulting in our recording significant prepaid deposits on our balance sheet. We expect scheduled and unscheduled aircraft maintenance expenses to increase as a percentage of our revenue over the next several years. Any significant increase in maintenance and repair expenses would have a material adverse effect on our business, results of operations and financial condition.

Negative economic conditions or a reoccurrencerecurrence of such conditions would negatively impact our business, results of operations and financial condition. Our business and the airline industry in general are affected by many changing economic conditions beyond our control, including, among others:

These factors can adversely affect the results of our operations, our ability to obtain financing on acceptable terms, and our liquidity generally. Unfavorable general economic conditions, such as higher unemployment rates, a constrained credit market, housing-related pressures and increased focus on reducing business operating costs can reduce spending for leisure, visiting friends and relatives, and business travel. For many travelers, in particular the leisure andtravelers visiting friends and relatives travelers we serve,relatives, air transportation is a discretionary purchase that they can eliminate from their spending in difficult economic times. Unfavorable economic conditions could also affect our ability to raise prices to counteract increased fuel, labor or other costs, resulting in a material adverse effect on our business, results of operations and financial condition.

SomeWe ofsometimes ouroperate target growth markets includein countries with less developed economies, legal systems, financial markets and business and political environments that are vulnerable to economic and political disruptions, such as significant fluctuations in gross domestic product, interest and currency exchange rates, civil disturbances, government instability, nationalization and expropriation of private assets, trafficking and the imposition of taxes or other charges by governments. The occurrence of any of these events in markets served by us now or in the future and the resulting instability may have a material adverse effect on our business, results of operations and financial condition.

We will emphasize compliance with all applicable laws and regulations and will implement and refresh policies, procedures and certain ongoing training of our employees, third-party specialists and partners with regard to business ethics and key legal requirements; however, we cannot assure you that our employees, third-party specialists or partners will adhere to our code of ethics, other policies or other legal requirements. If we fail to enforce our policies and procedures properly or maintain adequate recordkeeping and internal accounting practices to record our transactions accurately, then we may be subject to sanctions. In the event we believe or have reason to believe our employees, third-party specialists or partners have or may have violated applicable laws or regulations, we may incur investigation costs, potential penalties and other related costs which in turn may have a material adverse effect on our reputation, business, results of operations and financial condition.

To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, we will restrict voting of shares of capital stock by non-U.S. citizens. The restrictions imposed by federal law currently require that no more than 25% of our stock be voted or controlled, directly or indirectly, by persons who are not U.S. citizens and that our president and at least two-thirds of the members of our board of directors be U.S. citizens.

To be considered a U.S. citizen, you must be: (1) an individual who is a citizen of the U.S.; (2) a partnership each of whose partners is an individual who is a citizen of the U.S.; or (3) a corporation or association organized under the laws of the U.S. or a state, the District of Columbia, or a territory or possession of the U.S., of which the president and at least two-thirds of the board of directors and other managing officers are citizens of the U.S., which is under the actual control of citizens of the U.S., and in which at least 75 percent of the voting interest is owned and controlled by persons that are citizens of the U.S.

No shares of stock may be voted by or at the direction of non-U.S. citizens unless such shares are registered on a separate stock record, which is referred to as the foreign stock record. Further, no shares of itsa non-U.S. citizen’s capital stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law.

International routes are regulated by treaties and related agreements between the United States and foreign governments. Our ability to operate international routes is subject to change because the applicable arrangements between the United States and foreign governments may be amended from time to time. Our access to new international markets may be limited by our ability to obtain the necessary certificates to fly the international routes. In addition, our operations in foreign countries are subject to regulation by foreign governments and our business may be affected by changes in law and future actions taken by such governments, including granting or withdrawal of government approvals and restrictions on competitive practices. We are subject to numerous foreign regulations based on the large number of countries outside the United States where we currently provide service. If we are not able to comply with this complex regulatory regime, then our business could be significantly harmed.

Risk Factors Relating to Ownership of Our Common Stock

Our common stock has traded on the OTCQB at a price of less than $5.00 per share and, as a result, is considered a “penny stock” by the SEC and subject to rules adopted by the SEC regulating broker- dealerbroker-dealer practices in connection with transactions in “penny stocks.” The SEC has adopted regulations which generally define a “penny stock” to be any equity security that is not listed on a qualified national securities exchange and that has a market price of less than $5.00 per share, or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, these rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule relating to the penny stock market. Disclosure is also required to be made about current quotations for the securities and commissions payable to both the broker-dealer and the registered representative. Finally, broker-dealers must send monthly statements to purchasers of penny stocks disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As a result of our common stock being subject to the rules on penny stocks, the liquidity of our common stock may be adversely affected.

If securities analysts do not publish research or reports about our business or if they publish negative evaluations of our stock, then the price of our stock could decline.

The trading market for our common stock and our Class B Non-Voting Stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not currently have and may never obtain research coverage by industry or financial analysts. If no or few analysts commence coverage of us, then the trading price of our stock could decrease. Even if we do obtain analyst coverage, if one or more of the analysts covering our business downgrade their evaluations of our stock, then the price of our stock could decline. If one or more of these analysts cease to cover our stock, then we could lose visibility in the market for our stock, which in turn could cause our stock price to decline.

Our directors, executive officers, holders of more than 5% of our outstanding stock and their respective affiliates will beneficially own shares representing approximately 40%48% of our outstanding common stock . As a result, these stockholders, if they act together, will be able to influence our management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. This concentration of ownership may have the effect of delaying or preventing a change in control of our company and might affect the market price of our common stock and our Class B Non-Voting Common Stock.

Our Bylaws further provide that no shares of our common stock will be registered on the foreign stock record if the amount so registered would exceed the foreign ownership restrictions imposed by federal law. If it is determined that the amount registered in the foreign stock record exceeds the foreign ownership restrictions imposed by federal law, then shares will be removed from the foreign stock record in reverse chronological order based on the date of registration therein, until the number of shares registered therein does not exceed the foreign ownership restrictions imposed by federal law. WeTo our knowledge, we are currently in compliance with these ownership restrictions.

As a public company, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company. SOX, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq, and other applicable securities rules and regulationsregulations, including the rules of national securities exchanges, impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices.

The following discussion and analysis should be read in conjunction with the Financial Statements included in Item 8 of this report. This Item 7 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 7 under the heading "“Cautionary StatementNote Regarding Forward LookingForward-Looking Statements."” Additional factors are found in Item 1A under the heading “Risk Factors”.

GlobalX 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 basis using wet lease contracts to airlinesairlines, whereby we provide aircraft, crew, maintenance, and non-airlines,insurance to customers, and (2) on a 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, the Caribbean Islands, and Central and South America.

GlobalX operates its A320 family aircraft for government agencies, airlines, tour operators, college and professional sports teams, and incentive groups, resorts and casino groups and government agencies.groups. 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/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.relationships.

From a regulatorycertifications perspective GlobalXGlobalX, in the twelve monthsmonth period ended December 31, 20242025, hasreceived achievedapproval from the following:Australian Civil Aviation Authority to allow flights into and out of Australia.

Hired and trained the required number of people in dispatch, crew scheduling, operation control center and maintenance to allow for 24 hours, 7 day a week operation on a global basis Increased our pilot headcount from 138 to 142 In short, the twelve monthsmonth period ended December 31, 20242025, was a time when GlobalX invested in its people, prepared for its growth, and established a robust infrastructure for its future.

Major tour operators, resorts, cruise lines and casinosoperators that require airlift above and beyond scheduled service to meet their occupancy needs.

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 costs and spare partmaintenance 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 after such research GlobalX selected the A320 aircraft family.

The following factors support GlobalX’s choice to operate the Airbus A320 and A321 aircraft versus the BoeingBoeing-737 family of aircraft:

Operational Capability: the A320 has a range advantage over the 737-800 and can fly non-stop from Miami to selectedmost airports inthroughout North America, South America,America and 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: betterwider seat width, larger cargo bin volume for carry-on baggage and larger cargo hold volume.

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 anyand respond to competitive pressurepressures and grow asour anticipated.business.

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, JetBlue Airways, Virgin America, Hawaiian Airlines, American Airlines, US Airways, Atlas Air, DHL, Eastern Airlines Express, Emirates, North American Airlines, Miami Air, Spirit Airlines, Continental Airlines, Pan Am, Atlantic Coast Airlines, Alaska 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, Carnival Cruise Lines, Palms Casino Resort, Teladoc, Halliburton, Lehman Brothers, and the Burger King Corporation.

The analysis of GlobalX results for the twelve months periodyears ended on December 31, 20242025 and 20232024 requires an understanding of how the Company fundamentally evolved during that time period. 20232024 was our secondthird year of full operations and was a period where the companyCompany was focused on securing additional customers, entering new markets and flying to additional locations; primarily in the domestic and Caribbean markets and within the European market. As a growing company, we were also focused on operating effectively and efficiently.

ByIn contrast in 2024,2025, GlobalX expandedcontinued expanding existing governmentgovernmental agency relationships, acquired new partners, secured longerlong-term term Cargocargo contracts, expanded operations in the European ACMI market and continued operatingits foroperations with existing airlines. Our key metric is blockBlock hoursHours flown and blockBlock hoursHours flown per available aircraft, which is the measure by which we track commercial activity. While other airlines discuss available seat miles and revenue per available seat mile (“rasm”),mile, cost per available seat mile (“casm”),mile, these metrics are not germane to our business model as an ACMI and Charter operator. GlobalX charters the entire aircraft, does not take fuel risk, and does not take third party risk therefore allour results are evaluated on a blockBlock hourHour and Utilization basis.

ACMI revenue for the period increased by $82.6$52.7 million or 204.0%42.8% from $40.5 million in 2023 to $123.1 million in 2024.2024 to $175.8 million in 2025. This varianceincrease iswas driven by an increase in Block Hours from 9,376 block hours20,539 in 20232024 to 20,539 block hours28,251 in 2024,2025, an increase of 119.1%37.5% or 11,1637,712 blockBlock hours.Hours. This increase in volume accounted for 58.4%86.3% or $48.2$45.5 million of the revenue increase. The average revenue per blockBlock hourHour increased $1,675 per block hours$257 from $4,317 per block hour in 2023 to $5,992 per blockBlock hourHour in 2024 to $6,222 per Block Hour in 2025 and accounted for $34.4$7.2 million or 41.6%13.7% of the revenue increase. The primary driver for the rate increase was related to bothour highability to negotiate higher rates with key customers underpinned by strong market demand and abilitya toshortage growof our government business which is primarily operated on an ACMI basis.supply.

Other revenue for the period decreasedincreased by $0.3$3.1 million from $5.5 million in 2023 to $5.2 million in 2024.2024 to $8.3 million in 2025. The decreaseincrease is primarily driven by lessmore ancillary services provided to our customers.

Maintenance, materials, and repairs increased by $4.6$5.9 million,million or 44.7%, from $8.6$13.2 million to $13.2$19.1 million, or 53.6%. An increase of $0.6 million was due to a severe weather event that damaged two parked aircraft, multiple bird strikes across several aircraft and damage caused by a third-party vendor. Anothermillion. $3.2 million costof the increase or 54.2% was primarily due to volume from the increase in both the numbervolume of aircraftBlock to 18 aircraft and the number of block hoursHours flown which increased 8,5566,389 or 47%24.0% from 18,07226,628 to 26,62833,017 blockBlock hours.Hours. Another,In $0.8addition, rate per Block Hour increased $83 per Block Hour or 16.7% from $496 per Block Hour to $579 per Block Hour resulting in an additional $2.7 million increaseof expense. This is primarily due to asignificant rateprice perinflation blockin hourboth increaselabor ofand 6.3% from $431 per block hour to $458 per block hour.parts.

Depreciation and amortization increased $4.0by million, from $2.3$5.7 million toor 90.8%, from $6.3 million orin 173.5%,2024 to $12.0 million in 2025, primarily driven by assets acquired to support our airport operations. These assets include, but are not limited to, aircraft deliveries secured on capital leases, computers,the software,purchase of an A320 aircraft, and an increase in rotable inventory.parts owned.

Contracted ground and aviation services expenses decreased by $0.9$1.4 million or 7.1%, from $20.5$19.6 million in 2024 to $19.6$18.2 million,million orin 4.4%. A rate increase of 32.5% per block hour drove an increase of $4.8 million.2025. This was offsetprimarily driven by lowerthe reduced number of charter block hours bysince 27.8%,contracted whichground droveand aaviation reductionservices ofare $5.7not million.associated with ACMI services.

GlobalX operates a U.S. Part 121 domestic flag and supplemental airline using the Airbus A320 family of aircraft, operating both passenger and cargo aircraft. GlobalX’s business model is to (1) provide services on an ACMI basis using wet-lease contracts to airlines and non-airlines, and (2) on a Charter basis, to 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.

During the threesix month period ended MarchJune 31,30, 2026, the Company devoted efforts towards our stated goal of creating the largest narrow body charter operation in North America generating sustainable, long-term profits. To achieve this goal, GlobalX continues to invest in its three key assets– certifications, aircraft, and crew.

GlobalX achieved the following during the threesix month period ended MarchJune 31,30, 2026:

Took delivery of two A319 passenger aircraft and one A320 passenger aircraft.

Completed onesix heavy maintenance eventevents and seventwenty-three non-heavy maintenance events.

GlobalX added the A321F aircraft to its operating certificate during the first quarter of 2023. The Company believes that the A321F will eventually bebecome a highly sought-after cargo aircraft as a replacement for the aging and retiring Boeing B757 freighter fleet. During the threesix months ended MarchJune 31,30, 2026, wethe Company had twothree cargo aircraft operating and twohad one temporarily parked. During the threesix months ended MarchJune 31,30, 2026, GlobalX saw a 16.5% decrease inGlobalX's Block Hours operated decreased 34.9% compared to the same period in 2025. The cargo charter market continues to be soft due to general economic conditions and excess capacity in the North American freight market. This decreased activity level demonstrates that the cargo charter market continues to be a significant drag on earnings. This isearnings, primarily due to the low rates being offered by brokers and customers and the relatively low utilization rates on a perper-aircraft aircraft basis,basis relative to the rates offered. WeThe expectCompany expects this dynamic to continue,continue andand, consequently, we areis exploring all options to mitigate future losses, including, but not limited to, leasing out engines, utilizing engines in ourits passenger fleet, parking aircraft, and/or returning one or more of ourits freighter aircraft to lessors.

Unlike the cargo charter market, the passenger charter market continues to demonstrate strong demand and has served as the economic engine for GlobalX during the threesix months ended MarchJune 31,30, 2026. There are several macro factors, including the supply of aircraft, reduced direct competition, increased reliance on air charter by college sports teamsteams, FIFA World Cup, and general increased customer demand, which are driving increased demand for our services. GlobalX anticipates the high level of demand will continue throughout 2026. To address this demand, the Company has prioritized the passenger charter market over the cargo charter market, devoted sales and operational resources to develop long-term relationships with key customers and looked to expand the markets served as opportunities arise.

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

Our management team has extensive operating and leadership experience in the airfreight, airline, and aircraft leasing, maintenance, and management industries at companies such as Virgin America, American Airlines, US Airways, Atlas Air, DHL, Eastern Airlines Express,FedEx, Emirates, North American Airlines, Miami Air, Spirit Airlines, Continental Airlines, Pan Am, 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, Halliburton, Lehman Brothers, and the Burger King Corporation.

Three months ended MarchJune 31,30, 2026,2026 and 2025

The analysis of GlobalX results for the three month period ended Marchon 31,June 2026,30, 2026 and 2025 requires an understanding of how the Company fundamentally evolved during that time period. 2025 was ourthe fourth year of full operations and was a period where the Company was focused on securing additional customers, entering additional markets and flying to new locations, primarily in the domestic and Caribbean markets and within the European market. As a growing company, we were also focused on operating effectively and efficiently.

In 2025,2026, GlobalX continued expanding existing governmental agency relationships, acquired new partners, secured long-term cargo contracts, expanded operations in the European ACMI market and continued its operations with existing airlines. Our key metrics are Block Hours flown and Block Hours flown per available aircraft, which are the measures by which the Company tracks commercial activity. While other airlines discuss available seat miles, revenue per available seat mile, and cost per available seat mile, these metrics are not germane to our business model as an ACMI and Charter operator. GlobalX charters the entire aircraft, does not take fuel risk, and does not take third-party risk; therefore, our results are evaluated on a Block Hour and Utilization basis.

The following table describes the degree to which variations in revenues (in thousands) can be attributed to fluctuations in prices and nature of GlobalX services.

Charter revenue for the period increaseddecreased $3.7$1.2 million or 12.3%,7.8%, from $30.5$15.3 million in 2025 to $34.2$14.1 million in 2026. This increasedecrease was primarily driven by ana 32.2% decrease in Charter Block Hours, from 1,154 Block Hours in 2025 to 782 Block Hours in 2026, resulting in a $4.9 million decrease in revenue. This decrease was partially offset by a 36.1% increase in the rate for Charter flying of 31.6%rate, from $13,588$13,272 per Block Hour in 2025 to $17,881$18,072 per Block Hour in 20262026, resulting in ana $8.2$3.7 million increase in revenue. ThisThe increase was partially offset by a decrease in Charter Block Hours of 14.7% from 2,246 Block Hours in 2025 to 1,916 Block Hours in 2026, which resulted in a $4.5 million decrease in revenue. The primary driver for the perper-Block-Hour Block Hour increaserate was relatedprimarily todriven bothby high market demanddemand, higher fuel prices, and a shortage of supply as competitors reduced capacity. The decrease in Charter Block Hours was due to an intentional focus on an increased level of flying on an ACMI basisflying and the Company’s exit from the Cuba-based charter market.

ACMI revenue for the period increased by $5.3$0.1 million or 15.6%0.2%, from $34.3$44.5 million in 2025 to $39.7$44.6 million in 2026. This increase was driven by ana 2.6% increase in Block HoursHours, or 175 Block Hours, from 5,0766,769 Block Hours in 2025 to 6,0796,944 Block Hours in 2026, an increase of 19.7% or 1,002 Block Hours resulting in a $7.3$1.1 million increase in revenue. This increase was partially offset by a decrease in the rate for ACMI flying of 4.5%2.6% from $6,740$6,579 per Block Hour in 2025 to $6,429$6,426 per Block Hour in 2026 resulting in a $1.9$1.0 million decrease in revenue. The primary driver for the Block Hour increase was relatedprimarily todriven bothby high market demand and a shortage of supply. The rate decrease isresulted afrom result of longer termlonger-term ACMI contracts with higher minimum hourshours, resultingwhich inlowered a lowerthe rate per hour.

Other revenue for the period increased by $0.9$1.7 million from $1.8$1.5 million in 2025 to $2.7$3.3 million in 2026. The increase is2026, primarily driven by morean increase in fueling and other administrative services provided to ourthe Company's customers.

Salaries, wages, and benefits increased $2.0$0.4 million or 10.6%,1.9%, from $18.8$19.9 million in 2025 to $20.8$20.3 million in 2026, primarily due to expanded pilot headcount across the organization to support the growing fleet and operations,operations. asThis wellincrease aswas scheduledpartially compensationoffset adjustmentsby reflectinginitiating marketseveral conditionsactions to reduce headcount and performancesalaries acrossincluding alloutsourcing levelsline ofmaintenance theat company.GlobalX’s primary base. Pilots increased from 146150 to 155,165 or by 6.2%.10.0%.

Aircraft fuel increased by $0.4$1.0 million or 5.5%34.2% from $7.4$3.0 million to $7.8$4.0 million. ApproximatelyThe 50.0%increase orwas $0.2primarily driven by a $1.5 million increase in the price of thisbase jet fuel. The increase iswas attributablepartially tooffset theby increase$0.5 million decrease in the amount of Charter and Non-Revenue Block Hours and approximately 50.0% or $0.2 million is attributable to an increase in the price of base jet fuel.Hours.

Depreciation and amortization increased by $2.4$3.0 million or 107.6%,113.8%, from $2.2$2.6 million in 2025 to $4.7$5.6 million,million in 2026, primarily driven by aircraft deliveries secured on finance leases, the purchase of an A320 aircraft, and an increase in rotable parts owned.

Aircraft rent decreased $1.8$1.5 million or 11.6%,11.0%, from $15.2$13.9 million in 2025 to $13.5$12.4 million in 2026, primarily driven by a $1.1 million decrease in the number of sub-service hours required. Adding to the savings was a decrease in base rent expenses of $1.3$1.1 million or 17.3%16.0% due to the decrease in the average number of aircraft on operating leases from 15.0 to 13.013.3 aircraft in the fleet. OffsettingAdding to the savings,savings was ana increasedecrease in supplemental rent expenses of $0.6$0.5 million or 10.5%7.2% from $6.0$6.7 million in 2025 to $6.6$6.2 million in 2026 driven by a year-over-year increasedecrease in Block Hours.Hours on leased aircraft. Offsetting the savings, was a $0.1 million increase in the number of sub-service hours required.

Interest expense for the period increased $0.7$1.1 million, from $2.7 million fromin $2.62025 to $3.8 million toin $3.3 million2026, driven by the increase of aircraft onunder finance leaseleases from 3.74.0 to 6.78.0 equivalent aircraft, and the financed purchase of one aircraft.

Net Income,(Loss) Income attributable to the Company for the period, due to events noted above, increasedswung by $2.3$1.9 million, from a$0.6 netmillion income of $0.5 million in 2025 to a net income of $2.8$1.3 million loss in 2026.

The 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 MarchJune 31,30, 2026, the Company had a working capital deficit of $63.6$67.7 million and retained deficit of $70.9$72.3 million. 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.

As of MarchJune 31,30, 2026, the Company had approximately $16.9$9.9 million in unrestricted cash and cash equivalents and approximately $3.1$2.0 million in restricted cash, an increase anda decrease of approximately $0.2$6.8 million and $0.7$1.9 million, respectively, from December 31, 2025. The changes were2025, primarily due to new aircraft deliveries, customer deposits, and cash flow from operations.