Mesa Air Group Inc美股招股说明书(2025-10-02版)

YOUR VOTE IS VERY IMPORTANT To the Stockholders of Mesa Air Group, Inc. and Republic Airways Holdings Inc.: Mesa Air Group, Inc., a Nevada corporation (“Mesa”), and Republic Airways Holdings Inc., a Delaware corporation (“Republic”), entered into anAgreement, Plan of Conversion and Plan of Merger (as may beamended, modified, or supplemented from time to time, the “Merger Agreement”) onApril4, 2025, pursuant to which, among other matters, (i)Republic will merge with and into Mesa, with Mesa as the surviving corporation in themerger (the “Merger”), and (ii)prior to the effective time of the Merger (the “Effective Time”), Mesa will convert from a Nevada corporation to aDelaware corporation. Following the Merger, Mesa is referred to herein as the “Surviving Corporation.” At the Effective Time, Mesa will be renamed“Republic Airways Holdings Inc.,” and it is expected that the common stock of the Surviving Corporation will trade on the Nasdaq Capital Market(“Nasdaq”) under the symbol “RJET.” Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Republic common stock, par value $0.001(“Republic common stock”), issued and outstanding immediately prior to the Effective Time (other than cancelled shares and dissenting shares held bystockholders who have not voted in favor of, or consented to, the Merger and who have properly demanded appraisal of such shares in accordance with,and have complied in all respects with, Section262 of the General Corporation Law of the State of Delaware (the “DGCL”)), will be automaticallyconverted into the right to receive 584.90 validly issued, fully paid, and nonassessable shares of Mesa common stock, with cash (without interest,rounded down to the nearest cent) paid in lieu of any fractional shares (collectively, the “Merger Consideration”) as described in more detail in thesection titled “The Merger Agreement – Merger Consideration” beginning on page142 of the accompanying proxy statement/prospectus, referred toherein as the “Exchange Ratio.” Each share of Mesa common stock that is issued and outstanding immediately prior to the Effective Time, will remain issued and outstanding, andsuch shares will be unaffected by the Merger and will entitle the holder thereof to thenon-transferablecontingent right to receive a pro rata share of theEscrow Asset (as defined in the Escrow Agreement) distributed pursuant to and in accordance with the Merger Agreement, the Three Party Agreement,and the Escrow Agreement, as described in more detail in the sections titled “The Merger Agreement–The Escrow Issuance” and “Agreements Relatedto the Merger – The Three Party Agreement” beginning on page143 and 168 of the accompanying proxy statement/prospectus, respectively. Eachunvested Mesa restricted stock unit (“Mesa RSU”) and Mesa restricted stock award (“Mesa Restricted Stock Award”) will be accelerated in full prior tothe Effective Time. Further, immediately prior to the Effective Time, each outstanding Republic restricted stock unit (“Republic RSU”) that has vested(including each outstanding Republic RSU that will become vested upon the Closing of the Merger) will be cancelled and converted into the right toreceive shares of Republic common stock, which will be converted into Mesa common stock, and each then outstanding Republic RSU that is unvestedwill be assumed by Mesa and converted into the right to receive an award of restricted shares of Mesa common stock in an amount equal to the numberof whole shares of Mesa common stock (rounded up to the next whole share) equal to the product obtained by multiplying (x)the Exchange Ratio by(y)the total number of shares of Republic common stock subject to such unvested Republic RSU immediately prior to the Effective Time. The Exchange Ratio does not give effect to any potential reverse stock split of Mesa common stock. Pursuant to the Merger Agreement, theExchange Ratio will be adjusted, as applicable and appropriate, to reflect fully the effect of any stock split, reverse split, combination, subdivision,reclassification, stock dividend Table of Contents (including any dividend or distribution of securities convertible into Mesa common stock), reorganization, recapitalization, or other like change withrespect to Mesa common stock occurring after the date of the Merger Agreement and prior to the Effective Time. The Exchange Ratio will not beadjusted for changes in the market price of Mesa common stock between the date of the signing of the Merger Agreement and the consummation of theMerger. Because the share price of Mesa common stock will fluctuate between the date of the signing and completion of the Merger, and because theExchange Ratio is fixed and will not be adjusted to reflect changes in the share price of Mesa common stock, the value of the shares of Mesa commonstock received by Republic shareholders in the Merger may differ from the implied value based on the share price on the date of the signing of the