Subsequent Events	3 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	15. Subsequent Events Merger Agreement On April 4, 2025, the Company entered into the Merger Agreement with Republic. Subject to the terms and conditions of the Merger Agreement, Republic will merge with and into the Company, with the Company continuing as the surviving corporation following the Merger. In connection with the Merger, immediately prior to the Effective Time, the Company will convert from a Nevada corporation to a Delaware corporation pursuant to the Conversion. Three Party Agreement Concurrently with the execution of the Merger Agreement, the Company entered into the Three Party Agreement between United, Republic, and the Company, which provides for, among other things, the following, each subject to the completion of the Merger Agreement: • Termination of the United CPA. • The Company to sell or dispose of all remaining Eligible Assets (as defined in the Three Party Agreement). • The Company to extinguish all remaining debt with cash and sale of assets. Any remaining debt will be assumed by the surviving corporation or forgiven by United. • A three percent (3%) increase in CPA block hour rates, retroactive to January 1, 2025. • The transfer of all of the Company's rights and obligations under its agreements with Archer (as discussed below). • The issuance by the Company (referred to in the Three Party Agreement as the "Primary Issuance") of shares of Company common stock equal to six percent (6%) of the issued and outstanding shares of Company common stock after giving effect to the issuance of Company common stock in the Merger, which shares will (a) first become available to United to the extent of certain financial contributions made by United to the Company at or prior to the effective time of the Merger, (b) second, to the extent of any remainder, become available to the surviving corporation to satisfy certain liabilities, and (c) third, to the extent of any remainder, become available on a pro rata basis to the persons who, as of immediately prior to the effective time of the Merger, held shares of Company common stock. The foregoing description of the Merger Agreement and the Three Party Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement and the Three Party Agreement, which are attached as Exhibit 2.1 and 10.1, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on April 8, 2025. Sixth Amendment to our Third Amended and Restated United CPA On April 4, 2025, we entered into the Sixth Amendment to our Third Amended and Restated United CPA which provides for the following: • The extension of the CPA rate increases agreed upon in the January 2024 United CPA Amendments, retroactive to January 1, 2025, through March 31, 2026. • The extension of incentives for achieving certain performance metrics, retroactive to July 1, 2024, through March 31, 2026. Transfer of Archer Obligations In connection with the Three Party Agreement, the Company has agreed to transfer all rights and obligations associated with its Archer warrants and aircraft purchase agreement obligations. If the Company is unable to transfer such rights and obligations, the Company will work with United to either cancel or transfer any remaining obligations to United. The Company will be released from its liability associated with Archer obligations due to the transfer due United Waiver to Second Amended and Restated Credit and Guaranty Agreement On April 4, 2025, we entered into the Sixth Amendment to Second Amended and Restated Credit and Guaranty Agreement providing for the waiver of an existing financial covenant default with respect to the period ended March 31, 2025, and a projected financial covenant default with respect to the periods ending June 30, 2025, September 30, 2025, December 31, 2025, and March 31, 2026, each relating to a minimum liquidity requirement under our United Revolving Credit Facility. Sale of Engines On April 3, 2025, we entered into an agreement with a third party which provides for the sale of 23 GE model CF34-8C engines to the third party for expected gross proceeds of $16.3 million, which will be used to pay down our UST Loan. • The Company expects to record an impairment loss of approximately $14.7 million associated with held for sale accounting treatment of the 23 engines, which will be reflected in our financial statements for the second quarter of fiscal year 2025. Sale of Airframes On April 3, 2025, our airframe purchase agreement with a third party was amended to include an additional 14 CRJ-900 airframes to be sold to the third party for expected gross proceeds of $9.1 million. Assets Held for Sale Subsequent to December 31, 2024, the Company closed the sale of one CRJ-900 airframe, five GE model CF34-8C engines, and certain spare parts that were classified as held for sale as of December 31, 2024. The Company received $6.8 million in gross proceeds from the sale of such assets, $6.5 million of which was used to pay down our UST Loan. Minimum CCR Covenant On March 18, 2025, we entered into a new CCR Modification Agreement with the UST to lower the minimum CCR covenant to .91 to 1.0 effective as of February 28, 2025, through the maturity date of the loan. Held for Sale Inventory Subsequent to December 31, 2024, the Company reclassified certain spare parts related to its CRJ asset fleet to held for sale. • The Company expects to record an impairment loss of approximately $25.4 million associated with held for sale accounting treatment of the spare parts, which will be reflected in our financial statements for the second quarter of fiscal year 2025. Aircraft Sale to United and Assumption of EETC Note by United On January 31, 2025, the Company closed the sale of the remaining 10 E-175 aircraft to United, a related party, for gross proceeds of $122.9 million and net proceeds of $49.4 million after the assumption of debt by United. The Company recorded a loss of approximately $7.3 million on the sale of the remaining 10 aircraft, which will be reflected in our financial statements for the second quarters of fiscal year 2025. • As part of the sale of the remaining 10 aircraft, United assumed our EETC note with a remaining balance of $73.4 million at the time of assumption.

Subsequent Events

3 Months Ended

Dec. 31, 2024

15.

Subsequent Events

Merger Agreement

On April 4, 2025, the Company entered into the Merger Agreement with Republic. Subject to the terms and conditions of the Merger Agreement, Republic will merge with and into the Company, with the Company continuing as the surviving corporation following the Merger. In connection with the Merger, immediately prior to the Effective Time, the Company will convert from a Nevada corporation to a Delaware corporation pursuant to the Conversion.

Three Party Agreement

Concurrently with the execution of the Merger Agreement, the Company entered into the Three Party Agreement between United, Republic, and the Company, which provides for, among other things, the following, each subject to the completion of the Merger Agreement:

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Termination of the United CPA.

•

The Company to sell or dispose of all remaining Eligible Assets (as defined in the Three Party Agreement).

•

The Company to extinguish all remaining debt with cash and sale of assets. Any remaining debt will be assumed by the surviving corporation or forgiven by United.

•

A three percent (3%) increase in CPA block hour rates, retroactive to January 1, 2025.

•

The transfer of all of the Company's rights and obligations under its agreements with Archer (as discussed below).

•

The issuance by the Company (referred to in the Three Party Agreement as the "Primary Issuance") of shares of Company common stock equal to six percent (6%) of the issued and outstanding shares of Company common stock after giving effect to the issuance of Company common stock in the Merger, which shares will (a) first become available to United to the extent of certain financial contributions made by United to the Company at or prior to the effective time of the Merger, (b) second, to the extent of any remainder, become available to the surviving corporation to satisfy certain liabilities, and (c) third, to the extent of any remainder, become available on a pro rata basis to the persons who, as of immediately prior to the effective time of the Merger, held shares of Company common stock.

The foregoing description of the Merger Agreement and the Three Party Agreement is only a summary, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement and the Three Party Agreement, which are attached as Exhibit 2.1 and 10.1, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on April 8, 2025.

Sixth Amendment to our Third Amended and Restated United CPA

On April 4, 2025, we entered into the Sixth Amendment to our Third Amended and Restated United CPA which provides for the following:

•

The extension of the CPA rate increases agreed upon in the January 2024 United CPA Amendments, retroactive to January 1, 2025, through March 31, 2026.

•

The extension of incentives for achieving certain performance metrics, retroactive to July 1, 2024, through March 31, 2026.

Transfer of Archer Obligations

In connection with the Three Party Agreement, the Company has agreed to transfer all rights and obligations associated with its Archer warrants and aircraft purchase agreement obligations. If the Company is unable to transfer such rights and obligations, the Company will work with United to either cancel or transfer any remaining obligations to United. The Company will be released from its liability associated with Archer obligations due to the transfer due United

Waiver to Second Amended and Restated Credit and Guaranty Agreement

On April 4, 2025, we entered into the Sixth Amendment to Second Amended and Restated Credit and Guaranty Agreement providing for the waiver of an existing financial covenant default with respect to the period ended March 31, 2025, and a projected financial covenant default with respect to the periods ending June 30, 2025, September 30, 2025, December 31, 2025, and March 31, 2026, each relating to a minimum liquidity requirement under our United Revolving Credit Facility.

Sale of Engines

On April 3, 2025, we entered into an agreement with a third party which provides for the sale of 23 GE model CF34-8C engines to the third party for expected gross proceeds of $16.3 million, which will be used to pay down our UST Loan.

•

The Company expects to record an impairment loss of approximately $14.7 million associated with held for sale accounting treatment of the 23 engines, which will be reflected in our financial statements for the second quarter of fiscal year 2025.

Sale of Airframes

On April 3, 2025, our airframe purchase agreement with a third party was amended to include an additional 14 CRJ-900 airframes to be sold to the third party for expected gross proceeds of $9.1 million.

Assets Held for Sale

Subsequent to December 31, 2024, the Company closed the sale of one CRJ-900 airframe, five GE model CF34-8C engines, and certain spare parts that were classified as held for sale as of December 31, 2024. The Company received $6.8 million in gross proceeds from the sale of such assets, $6.5 million of which was used to pay down our UST Loan.

Minimum CCR Covenant

On March 18, 2025, we entered into a new CCR Modification Agreement with the UST to lower the minimum CCR covenant to .91 to 1.0 effective as of February 28, 2025, through the maturity date of the loan.

Held for Sale Inventory

Subsequent to December 31, 2024, the Company reclassified certain spare parts related to its CRJ asset fleet to held for sale.

•

The Company expects to record an impairment loss of approximately $25.4 million associated with held for sale accounting treatment of the spare parts, which will be reflected in our financial statements for the second quarter of fiscal year 2025.

Aircraft Sale to United and Assumption of EETC Note by United

On January 31, 2025, the Company closed the sale of the remaining 10 E-175 aircraft to United, a related party, for gross proceeds of $122.9 million and net proceeds of $49.4 million after the assumption of debt by United. The Company recorded a loss of approximately $7.3 million on the sale of the remaining 10 aircraft, which will be reflected in our financial statements for the second quarters of fiscal year 2025.

•

As part of the sale of the remaining 10 aircraft, United assumed our EETC note with a remaining balance of $73.4 million at the time of assumption.