Global Crossing Airlines (JETBF) executive chairman discloses 5.06% equity stake

Rhea-AI Filing Summary

Global Crossing Airlines Group Inc. Executive Chairman Krzysztof W. Jamroz filed a Schedule 13D reporting beneficial ownership of 2,060,520 shares of common stock, representing 5.06% of the outstanding class, held through his wholly owned entity LyonIX Aviation I, LLC.

On November 7, 2025, Lyon acquired 398,020 common shares, warrants to purchase 1,500,000 common shares, and 1,101,980 shares of Class A Non-Voting Common Stock for an aggregate purchase price of $1,100,728.93, funded with Mr. Jamroz’s personal funds. The warrants and Class A Non-Voting shares cannot be exercised or converted if doing so would push his beneficial ownership above 4.99%. Lyon has also been issued 1,499,000 restricted stock units that vest on August 3, 2026.

Insights

Equity ownership and governance analyst

Executive chairman discloses 5.06% beneficial stake via structured holdings.

Krzysztof W. Jamroz, Executive Chairman of Global Crossing Airlines Group Inc., reports beneficial ownership of 2,060,520 common shares, equal to 5.06% of the class, held indirectly through LyonIX Aviation I, LLC. This follows a November 7, 2025 transaction in which Lyon acquired common shares, warrants, and Class A Non-Voting Common Stock for $1,100,728.93, funded with his personal capital.

The filing clarifies that Mr. Jamroz directly holds no common shares; all are attributed through Lyon. It also notes structural limits: the warrants for 1,500,000 common shares and 1,101,980 Class A Non-Voting shares cannot be exercised or converted if that would take beneficial ownership above 4.99%, and 1,499,000 restricted stock units granted to Lyon vest on August 3, 2026. These caps and vesting terms define how and when his economic exposure could change, with future effects depending on actual exercises, conversions, and vesting.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Global Crossing Airlines Group Inc.

(Name of Issuer)

Common stock, par value $0.001

(Title of Class of Securities)

37960G401

(CUSIP Number)

David M. Seifer, Esq.
Bilzin Sumberg Baena Price & Axelrod LLP, 1450 Brickell Avenue, 23rd Floor
Miami, FL, 33131
305-350-2427

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 37960G401

1

Name of reporting person

Krzysztof W. Jamroz

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,060,520.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 2,060,520.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

2,060,520.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

5.06 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common stock, par value $0.001
(b)	Name of Issuer: Global Crossing Airlines Group Inc.
(c)	Address of Issuer's Principal Executive Offices: 4200 NW 36th Street, Building 5A, Miami International Airport, Miami, FLORIDA , 33166.
Item 2.	Identity and Background
(a)	Krzysztof W. Jamroz
(b)	4200 NW 36TH ST, BLDG. 5A 4TH FLOOR, Miami, FL, 33166
(c)	Executive Chairman of the Board of Directors of the Issuer. See Item 1(c) for the address of the Issuer.
(d)	Mr. Jamroz has not, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	Mr. Jamroz has not, during the past five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	On November 7, 2025, LyonIX Aviation I, LLC, a Delaware limited liability company ("Lyon"), an entity wholly-owned by Mr. Jamroz, entered into that certain letter agreement (the "Letter Agreement"), by and among, Lyon, The Red Oak Long Fund, L.P., and The Red Oak Fund, L.P., pursuant to which Lyon acquired (i) 398,020 shares of the Issuer's common stock, par value $0.001, (ii) warrants (the "Warrants") to purchase 1,500,000 shares of the Issuer's common stock, par value $0.001 and (iii) 1,101,980 shares of the Issuer's Class A Non-Voting Common Stock, for an aggregate purchase price of $1,100,728.93. Mr. Jamroz financed this transaction through his own personal funds.
Item 4.	Purpose of Transaction
	Mr. Jamroz becoming the beneficial owner of more than 5% of the Issuer's Common stock, par value $0.001 resulted from the consummation of the transactions contemplated by the Letter Agreement. Mr. Jamroz may occasionally elect to purchase shares of Common stock, par value $0.001 on the open market or in a private transaction and owing to his position with the Issuer. Mr. Jamroz entered into the Letter Agreement for general investing purposes. Except as described above, Mr. Jamroz has no plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer's becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
(a)	As a result of the transactions contemplated by the Purchase Agreement, Mr. Jamroz, directly or indirectly, is the beneficial owner of 5.06% of the aggregate Common stock, par value $0.001 outstanding or 2,060,520 shares of Common stock, par value $0.001, which such shares consist of (i) 0 shares of Common stock, par value $0.001 held directly by Mr. Jamroz and (ii) 2,060,520 shares of Common stock, par value $0.001 held by Lyon. The terms of the warrants held by Mr. Jamroz prohibit Mr. Jamroz from exercising the warrants if after such exercise he would beneficially own greater than 4.99% of the Issuer's Common stock, par value $0.001. Similarly, the Issuer's Amended and Restated Certificate of Incorporation prohibits the conversion of Class A Non-Voting Common Stock if after giving effect to such conversion, the holder of such converted Common stock, par value $0.001 would hold greater than 4.99% of the Issuer's Common stock, par value $0.001. Consequently, Mr. Jamroz is not at this time permitted to either (i) exercise the warrants held by him or (ii) convert the Class A Non-Voting Common Stock into Common stock, par value $0.001.
(b)	See Item 5(a).
(c)	See Item 3(a).
(d)	Inapplicable.
(e)	Inapplicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Lyon has been issued 1,499,000 restricted stock units of the Issuer which represent a contingent right to receive one share of the Issuer's Common stock, par value $0.001. The restricted stock units will vest on August 3, 2026. Mr. Jamroz is directly or indirectly the beneficial owner of (i) 1,500,000 Warrants and (ii) 1,101,980 shares of the Issuer's Class A Non-Voting Common Stock. As described in Item 5(a), neither the Warrants nor the Class A Non-Voting Common Stock are convertible into Common stock, par value $0.001 by Mr. Jamroz if after giving effect to such conversion, Mr. Jamroz would hold greater than 4.99% of the Issuer's Common Stock and consequently such securities are not convertible as of the date of this report on Schedule 13D.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Krzysztof W. Jamroz

Signature:	/s/ Krzysztof W. Jamroz
Name/Title:	Krzysztof W. Jamroz
Date:	01/08/2026

FAQ

What did Global Crossing Airlines (JETBF) disclose in this Schedule 13D?

The company’s Executive Chairman, Krzysztof W. Jamroz, disclosed that he beneficially owns 2,060,520 shares of Global Crossing Airlines common stock, representing 5.06% of the outstanding common stock, held indirectly through LyonIX Aviation I, LLC.

How did Krzysztof W. Jamroz acquire his Global Crossing Airlines (JETBF) stake?

On November 7, 2025, LyonIX Aviation I, LLC entered into a letter agreement under which it acquired 398,020 common shares, warrants to purchase 1,500,000 common shares, and 1,101,980 Class A Non-Voting Common shares for an aggregate purchase price of $1,100,728.93, financed with Mr. Jamroz’s personal funds.

Does Krzysztof W. Jamroz hold Global Crossing Airlines (JETBF) shares directly?

According to the filing, Mr. Jamroz directly holds 0 common shares. The 2,060,520 common shares reported as beneficially owned are held by his wholly owned entity, LyonIX Aviation I, LLC.

What ownership limitations apply to the warrants and Class A Non-Voting shares in JETBF?

The terms of the 1,500,000 warrants and the 1,101,980 Class A Non-Voting shares prohibit exercise or conversion if, after such action, Mr. Jamroz would beneficially own more than 4.99% of Global Crossing Airlines’ common stock.

What additional equity-linked awards does LyonIX Aviation I, LLC hold in Global Crossing Airlines (JETBF)?

The filing states that Lyon has been issued 1,499,000 restricted stock units of Global Crossing Airlines, each representing a contingent right to receive one common share. These restricted stock units are scheduled to vest on August 3, 2026.

Why did Krzysztof W. Jamroz enter into the Global Crossing Airlines (JETBF) letter agreement?

The filing explains that Mr. Jamroz entered into the letter agreement for general investing purposes. Aside from the disclosed transactions, he states he has no current plans for mergers, major asset sales, board changes, or other corporate control transactions involving the issuer.