JetAI Inc

As filed with the Securities and Exchange Commission on September 3,** 2024**

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Jet.AI Inc.

(Exact name of registrant as specified in its charter.)

10845 Griffith Peak Dr.

Suite 200

Las Vegas, Nevada 89135

702-747-4000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michael Winston

10845 Griffith Peak Dr.

Suite 200

Las Vegas, Nevada 89135

702-747-4000

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

As soon as practicable after the effective date of this Registration Statement.

(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated September 3, 2024

PRELIMINARY PROSPECTUS

Jet.AI Inc.

[●] Shares of Common Stock

[●] Pre-Funded Warrants

[●] Warrants

[●] Shares of Common Stock underlying the Pre-Funded Warrants and Warrants

Jet.AI Inc. (f/k/a Oxbridge Acquisition Corp.) (the “Company,” “we,” “our,” and “us”) is offering on a firm commitment basis up to [●] shares of our Common Stock, par value $0.0001 per share (the “Common Stock”), and up to [●] common warrants to purchase shares of our Common Stock (the “Common Warrants”), to be sold together with the shares of Common Stock, at an assumed combined public offering price of $[●] per share and Common Warrant (based upon the last reported sale price of our Common Stock on The Nasdaq Capital Market (“Nasdaq”) on [●], 2024). Each Common Warrant will have an exercise price of $[●] per share ([●]% of the combined public offering price per share of Common Stock and Common Warrant), will become exercisable commencing on the date of issuance, and will expire [●] years from the date of issuance.

We are also offering to those purchasers, if any, whose purchase of Common Stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock immediately following the consummation of this offering, the opportunity to purchase, if any such purchaser so chooses, pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of Common Stock. The purchase price of each Pre-Funded Warrant will be equal to the combined public offering price per share of Common Stock and Common Warrant sold in this offering minus $[●], the exercise price per share of Common Stock of each Pre-Funded Warrant. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

For each Pre-Funded Warrant we sell, the number of shares of Common Stock we are offering will be decreased on a one-for-one basis. [Because we will issue a Common Warrant for [●] shares of Common Stock and each Pre-Funded Warrant sold in this offering, the number of Common Warrants sold in this offering will decrease as a result of a change in the mix of shares of Common Stock and Pre-Funded Warrants sold.] The shares of Common Stock (or Pre-Funded Warrants) and the accompanying Common Warrants can only be purchased together in this offering, but the securities will be immediately separable upon issuance and will be issued separately. The shares of Common Stock issuable from time to time upon exercise of the Common Warrants and the Pre-Funded Warrants are also being offered by this prospectus.

The actual combined public offering price per share of Common Stock (or Pre-Funded Warrant) and Common Warrant will be determined between us, the underwriter, and the investors in the offering at the time of pricing, and may be at a discount to the current market price of our Common Stock. Therefore, the assumed combined public offering price used throughout this prospectus may not be indicative of the final offering price.

Our Common Stock is traded on Nasdaq under the symbol “JTAI.” The last reported sale price of our Common Stock on Nasdaq on August [●], 2024, was $[●] per share. There is currently no established trading market for the offered Common Warrants or Pre-Funded Warrants. We do not intend to list the Common Warrants or Pre-Funded Warrants on Nasdaq or any other national securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the Common Warrants and Pre-Funded Warrants will be limited.

The securities will be offered at a fixed price and are expected to be issued in a single closing. This offering will terminate on [●], 2024, unless completed sooner or unless we decide to terminate this offering (which we may do at any time in our discretion) prior to that date. We expect this offering to be completed not later than two business days following the commencement of sales in this offering (after the effective date of the registration statement of which this prospectus forms a part) and we will deliver all securities to be issued in connection with this offering delivery versus payment/receipt versus payment, as the case may be, upon receipt of investor funds received by us. Accordingly, neither we nor the underwriter have made any arrangements to place investor funds in an escrow account or trust account since the underwriter will not receive investor funds in connection with the sale of the securities offered hereunder.

We have engaged Maxim Group LLC (“Maxim” or the “underwriter”) to act as our exclusive managing underwriter and sole book running manager in connection with this offering. The underwriter has agreed to arrange for the sale of the securities offered by this prospectus on a firm commitment basis. We have agreed to pay the underwriter the fees set forth in the table below. Because we will deliver the securities to be issued in this offering upon our receipt of investor funds, there is no arrangement for funds to be received in escrow, trust, or similar arrangement. The underwriting agreement provides that the obligations of the underwriter to pay for and accept delivery of the securities in this offering are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriter is obligated to take and pay for all of the securities in this offering if any such securities are taken. See “Risk Factors” for more information regarding risks related to this offering. We will bear all costs associated with this offering. See “Underwriting” for more information regarding these arrangements.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an “emerging growth company” and a “smaller reporting company,” each as defined under the federal securities laws and, as such, have elected to comply with certain reduced reporting requirements for this prospectus and may elect to do so in future filings. See the section of this prospectus entitled “Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risks. See “Risk Factors” beginning on page 11 of the prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus and in the documents incorporated by reference into this prospectus, before you invest.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The following table sets forth the expected proceeds from this Offering, assuming an offering price at the minimum of the proposed price range of the shares of our Common Stock:

(1) Assumes no exercise of the over-allotment option by the underwriter.

(2) Represents an underwriting discount or spread of 7.0% of the public offering price of this offering. We have also agreed to reimburse certain expenses of the underwriter in connection with this offering. See “Underwriting” beginning on page 107 of this prospectus for additional information regarding the compensation to be received by the underwriter.

The underwriter may also exercise its option to purchase up to [●] additional shares of Common Stock and [●] Common Warrants (or Pre-Funded Warrants in lieu thereof), which equals 15% of the total number of shares of Common Stock and Common Warrants (of Pre-Funded Warrants in lieu thereof) to be offered by us in this offering, for thirty (30) days after the date of this prospectus solely to cover over-allotments, if any. If the underwriter exercises this option in full, the total underwriting discounts and commissions will be $[●] and the additional proceeds to us, before expenses, from the over-allotment option exercise will be $[●].

Sole Book-Running Manager

Maxim Group LLC

The date of this prospectus is [●], 2024

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