Mesa Air Group Inc.

07/11/2025 | Press release | Distributed by Public on 07/11/2025 04:01

Amendment to Annual Report (Form 10-K/A)

Mesa Air Group, Inc. ("
Mesa
," the "
Company
," "
we
," "
us
," or "
our
") is filing this Amendment No. 1 on Form
10-K/A
(this "
Amendment
") to amend our Annual Report on Form
10-K
for the fiscal year ended September 30, 2024, originally filed with the Securities and Exchange Commission (the "
SEC
") on May 14, 2025 (the "
Original Filing
"), as follows:
to include Items 10, 11, 12, 13 and 14 of Part III of Form
10-K.
We previously omitted this information from the Original Filing in reliance on General Instruction G(3) to Form
10-K,
which permits the above-referenced items to be incorporated in our Form
10-K
by reference to our definitive proxy statement if such statement is filed no later than 120 days after our fiscal
year-end.
We are filing this Amendment to provide the information required in Part III of Form
10-K
because we will not file a definitive proxy statement containing that information within 120 days after the end of the fiscal year covered by the Original Filing;
to include additional exhibits in Item 15 of Part IV of the Original Filing required by Item 601 of Regulation
S-K,
and to ensure that all material agreements and other documents entered into and disclosed after the end of the fiscal year on Form
8-K,
but prior to the filing of this Amendment, are incorporated into our Annual Report; and
to file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule
12b-15
under the Securities Exchange Act of 1934, as amended ("Exchange Act"). Because no financial statements are contained within this Amendment, we are not including certifications pursuant to Section 906 of The Sarbanes-Oxley Act of 2002.
This Amendment amends and restates in their entirety Items 10, 11, 12, 13, 14 and 15 of Part III of the Original Filing. The cover page of the Original Filing is also amended to delete the reference to the incorporation by reference to our definitive proxy statement. This Amendment does not otherwise change or update any of the disclosures set forth in the Original Filing and does not otherwise reflect any events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filings and the Company's filings made with the SEC subsequent to the filing of the Original Filing. Capitalized terms used herein and not otherwise defined are set forth in the Original Filing.
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