Item 3.02 Unregistered Sales of Equity Securities.

The disclosure under "Item 8.01 Other Events" is hereby incorporated by reference. The issuance by Mesa Air Group, Inc. (the "Company") of the Shares (as defined below) in consideration for the entry into that certain Third Amended and Restated Capacity Purchase Agreement with United Airlines, Inc., a Delaware corporation ("United"), dated as of December 27, 2022 (as amended and restated, the "United CPA"), and certain other financial accommodations will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), and will be issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act in a transaction by an issuer not involving a public offering.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws.

On January 13, 2023, the Company's Board of Directors approved a resolution to amend the Company's Amended and Restated Bylaws (the "Bylaws") effective on that date. The amendment was approved in connection with the Company's entry into the United CPA and provides for the following changes to the Company's Bylaws:

Newly added Section 3.15 provides United with the right to designate one (1) representative to be a member of the Board (the "United Designee"), provided that United holds at least five percent (5%) of the issued and outstanding shares of capital stock of the Company, and provided that such United Designee shall be subject to the reasonable approval of the Board.

Newly added Section 3.16 provides that until the earlier of (a) January 1, 2026, or (b) the Company's entry into a definitive binding agreement for the performance of regional airline services with a major air carrier other than United, the Board shall not take, or make any recommendation to the stockholders of the Company with respect to several actions, including, but not limited to the following:



     •    Merge or consolidate any of the Company's subsidiaries with or into any
          other entity, or sell, transfer or dispose of all or substantially all of
          the assets of the Company;



     •    Enter into a purchase transaction that would result in the cash balance
          of the Company to fall below a certain threshold;



     •    Enter into new lines of business, provided that this restriction shall
          not apply from and after the firs point in time, if any, after the
          satisfaction of the Performance Milestone (as defined in the United CPA);
          or



     •    Amend or modify the Bylaws or Articles of Incorporation of the Company
          that would alter, amend, or repeal any of the foregoing.

The foregoing description is not complete and is qualified in its entirety by reference to the text of the Amendment to the Second Amended and Restated Bylaws, which is filed herewith as Exhibit 3.2 and is incorporated herein by reference.




Item 8.01 Other Events.

Pursuant to the terms of the United CPA, the Company issued to United 4,042,061 shares (the "Shares") of the Company's common stock, no par value per share, equal to 10% of the Company's issued and outstanding capital stock on such date. As set forth in the United CPA, the Company also granted United preemptive rights to purchase its pro rata portion of any equity securities that the Company may propose to issue or sell to any person in the future.

In connection with the foregoing, the Company also agreed that it will use its reasonable best efforts to prepare and file a registration statement on Form S-3 to permit the resale of the Registrable Securities (as defined in the Registration Rights Agreement).

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit
  No.        Exhibit Description

3.2            Amendment to Second Amended and Restated Bylaws of Mesa Air Group,
             Inc., effective as of January 13, 2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses