--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-010261" form_type: "8-K" ticker: "RJET" cik: "0000810332" company_name: "REPUBLIC AIRWAYS HOLDINGS INC." filed_at: "2024-01-18T23:59:59+00:00" generated_at: "2026-06-06T22:17:58.190263+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # Mesa Air: $63.5M revenue boost from United CPA amendment, $30M debt misclassification ## Summary - Increased block-hour rates from United CPA, retroactive to Oct 1, 2023, estimated $63.5M incremental revenue over 12 months. - Extinguished $12.6M in United bridge loan and revolving credit by transferring Heart Aerospace investment; Archer collateral released. - Since Sep 2023, sold or agreed to sell excess CRJ-900 assets for $198M gross proceeds, paying down $174.3M in debt. - Identified $30M debt misclassification on June 30, 2023 balance sheet, resulting in a material weakness and non-reliance on prior financials. - Director Daniel McHugh passed away on Jan 12, 2024; replacement not yet appointed. ## SEC filing metadata - accession: 0001193125-24-010261 - form_type: 8-K - ticker: RJET - cik: 0000810332 - company_name: REPUBLIC AIRWAYS HOLDINGS INC. - filed_at: 2024-01-18T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 4.02, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/810332/000119312524010261/0001193125-24-010261-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/810332/000119312524010261/d726123d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-010261 - JSON: https://secwatch.observer/filing/0001193125-24-010261.json - Plain text: https://secwatch.observer/filing/0001193125-24-010261.txt ## Key facts - Auditor Changes REPUBLIC AIRWAYS HOLDINGS INC. reported that prior financial statements should not be relied upon. - Action: non reliance - Auditor: RSM US LLP source text: On January 18, 2023, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management and RSM US LLP (“ RSM ”), the Company’s independent registered accounting firm for the year ended September 30, 2023, that the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and nine months ended June 30, 2023, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (the “ 3 rd Quarter 10-Q ”) filed with the SEC on August 14, 2023, the earnings release relating to the Company’s financial results as of and for the fiscal quarter ended June 30, 2023 and in reports, related earnings releases, investor presentations or similar communications of the specified financial statements, should no longer be relied upon for the reason discussed below. Subsequent to the evidence_url: https://www.sec.gov/Archives/edgar/data/810332/000119312524010261/0001193125-24-010261-index.htm - Executive change Daniel McHugh departed as member of the Board of Directors at REPUBLIC AIRWAYS HOLDINGS INC.. - Action: passed away - Role: member of the Board of Directors source text: Daniel McHugh, a member of the Company’s board of directors, passed away on January 12, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/810332/000119312524010261/0001193125-24-010261-index.htm - Material Agreements REPUBLIC AIRWAYS HOLDINGS INC. amended First Amendment to Third Amended and Restated United Capacity Purchase Agreement with United Airlines, Inc. valued at increased block-hour rates retroactive to October 1, 2023 through December 31, 2024, projected to ge (effective 2024-01-11). - Action: amendment - Agreement: supply - Counterparty: United Airlines, Inc. - Value: increased block-hour rates retroactive to October 1, 2023 through December 31, 2024, projected to ge - Effective: 2024-01-11 source text: On January 11, 2024, the Company also entered into the First Amendment to Third Amended and Restated United CPA (the United CPA Amendment ”), which provides for the following: (i) increased block-hour rates, retroactive to October 1, 2023 through December 31, 2024, which are projected to generate approximately $63.5 million in incremental revenue over the next twelve months; (ii) amended certain notice requirements for removal by United of up to eight CRJ-900 Covered Aircraft (as defined in the United CPA) from the United CPA, and (iii) extended United’s existing utilization waiver for the Company’s operation of E-175 and CRJ-900 Covered Aircraft (as defined in the United CPA) to June 30, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/810332/000119312524010261/0001193125-24-010261-index.htm - Material Agreements REPUBLIC AIRWAYS HOLDINGS INC. amended Amendment No. 4 to Existing Agreement, Amendment No. 1 to Stock Pledge Agreement and Limited Waiver of Conditions to Credit Extension United with United Airlines, Inc. valued at repayment of $10.5 million Effective Date Bridge Loan; prepayment of approximately $2.1 million in R (effective 2024-01-11). - Action: amendment - Agreement: credit facility - Counterparty: United Airlines, Inc. - Value: repayment of $10.5 million Effective Date Bridge Loan; prepayment of approximately $2.1 million in R - Effective: 2024-01-11 source text: On January 11, 2024, the Company entered into Amendment No. 4 to the Existing Agreement, Amendment No. 1 to Stock Pledge Agreement and Limited Waiver of Conditions to Credit Extension United (collectively, “ Amendment No. 4 ”) which provides for the following: (i) the repayment in full of the Company’s $10.5 million Effective Date Bridge Loan (as defined therein) obligations, and the prepayment (and corresponding reduction) of approximately $2.1 million in Revolving Loans (as defined therein), with the proceeds from the sale, assignment, or transfer of the Company’s vested investment in Heart Aerospace Incorporated (“ Heart ”), originally purchase by the Company for $5.0 million, (ii) as a result of the repayment of the Effective Date Bridge Loan and pay down of the Revolving Loans, the shares of capital stock of Archer Aviation, Inc. (“Archer”) held by the Company were released as collateral for the Existing Credit Facility, and (iii) the waiver of a financial covenant default with re evidence_url: https://www.sec.gov/Archives/edgar/data/810332/000119312524010261/0001193125-24-010261-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.