Jet.AI Inc.

Except as set forth below, as of the date of this Quarterly Report, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 26, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

We have made a significant investment in the sponsor of a blank check company commonly referred to as a special purpose acquisition company (“SPAC”), and will suffer the loss of all of our investment if the SPAC does not complete an acquisition by April 6, 2027

In July 2025, we made a capital contribution of approximately $2.7 million in AIIA Sponsor Ltd. (“Sponsor”), that served as the sponsor of AI Infrastructure Acquisition Corp., a special purpose acquisition company (“AII Acquisition”). The capital contribution was made to fund, in part, Sponsor’s purchase of units comprised of Class A ordinary shares and rights to receive additional Class A ordinary shares of AII Acquisition as part of the sponsorship of AII Acquisition. The Company owns approximately 49.9% interest in the Sponsor, and in turn the Sponsor owns approximately 25% of the outstanding ordinary shares of AII Acquisition.

There is no assurance that AII Acquisition will be successful in completing a business combination or that any business combination will be successful. The Company could lose its entire investment in Sponsor if a business combination is not completed by April 6, 2027 or if the business combination is not successful, which would materially adversely impact our shareholder value.