v3.26.1
MERGER WITH MESA AIR GROUP, INC. (Tables)
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Business Combination The issuance of common stock to effectuate the Merger was as follows as of November 25, 2025:
Mesa common stock outstanding as of November 25, 2025 (1)
2,792,531
Issuance of Mesa Parent RSUs at vesting concurrent with closing of Merger
61,011 
Total Mesa common stock
2,853,542 
Republic common stock outstanding as of November 25, 2025
1,004,108 
Shares of Republic RSUs issued and vested upon closing of Merger
21,156 
Total Republic common stock
1,025,264 
Exchange Ratio
38.9933 
Resulting shares of Mesa common stock issued for Republic shares outstanding (2)
39,978,395 
Issuance of Republic restricted stock units
1,264,210 
Shares of common stock of Mesa before the application of the Three Party Agreement
44,096,147 
Mesa common stock issued in accordance with the Three Party Agreement (6% of the total Mesa shares of common stock at closing of the Merger)
2,853,454 
Total outstanding shares of common stock and restricted stock units as of November 25, 2025
46,949,601 
(1)The amounts presented herein reflect the impact of the Reverse Stock Split.
(2)Fractional shares were settled in cash.
Merger consideration as of November 25, 2025 was as follows:
Merger consideration (in millions, except share and per share amounts)
Total shares outstanding46,949,601
Price per share at fair value (1)
$21.00 
Implied enterprise value$985.9 
Republic equity relinquished (2)
11.9 %
Equity Merger consideration at fair value117.5 
Other consideration at fair value2.7 
Total Merger consideration120.2 
(1)Closing stock price of Mesa Parent common stock at close of business immediately prior to Merger closing, November 24, 2025.
(2)Includes settlement of Escrow Shares allocable to the Company accounted for as an equity participation right in the condensed consolidated balance sheet at the closing of the Merger.
Schedule of Recognized Asset Acquired and Liability Assumed The following table summarizes the updated preliminary purchase price allocation, including resulting goodwill:
(in millions)Provisional Fair ValueMeasurement Period AdjustmentsUpdated Provisional Fair Value
Assets acquired:
Cash and cash equivalents
$19.6 $— $19.6 
Inventories
19.5 — 19.5 
Other current assets
14.5 0.8 15.3 
Other current assets—related parties
25.7 4.0 29.7 
Property and equipment
22.6 (1.0)21.6 
Deferred income taxes
19.0 10.2 29.2 
Goodwill
120.4 (12.5)107.9 
Other non-current assets
8.9 — 8.9 
Total assets acquired250.2 1.5 251.7 
Liabilities assumed:
Operating lease liability
6.6 — 6.6 
Accounts payable
55.3 0.1 55.4 
Accounts payable—related parties
0.7 — 0.7 
Accrued expenses and other current liabilities
65.9 (0.6)65.3 
Accrued expenses and other current liabilities—related parties
0.5 2.2 2.7 
Other non-current liabilities
1.0 (0.2)0.8 
Total liabilities assumed130.0 1.5 131.5 
Net assets acquired$120.2 $— $120.2