Jet.AI Inc.
Filed Dec 1, 2025.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Dec 1, 2025
Contents
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of present or historical fact included in this prospectus, regarding our future financial performance and our strategy, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “project,” “strive,” “might,” “possible,” “potential,” “predict,” or the negative of such terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus. We caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond our control.
In addition, we caution you that the forward-looking statements regarding us that are included in this prospectus are subject to the following factors:
| ● | our ability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and our ability to grow and manage growth profitably; |
| ● | the closing of the proposed Merger involving flyExclusive, including the timing, the satisfaction of the closing conditions, including the net cash condition, and the relative ownership levels in flyExclusive as of the closing date, which will depend on our net cash as of the closing date; |
| ● | our ability to maintain the listing of our securities on Nasdaq; |
| ● | our public securities’ potential liquidity and trading; |
| ● | our ability to raise financing in the future; |
| ● | our success in retaining or recruiting, or changes in, our officers, key employees or directors; |
| ● | the impact of the regulatory environment and complexities with compliance related to such environment, including compliance with restrictions imposed by federal law on ownership of U.S. airlines; |
| ● | risks associated with the overall economy, including future increases in interest rates, the impact of the recent shutdown of the federal government and the potential for a recession; |
| ● | changes in applicable laws or regulations; |
| ● | our ability to maintain the listing of our securities on the Nasdaq or any other national securities exchange; |
| ● | the risk that we may fail to effectively build scalable and robust processes to manage the growth of its business; |
| ● | the risk that demand for our products and services may decline; |
| ● | high levels of competition that we face, with numerous market participants having greater financial resources and operating experience than us; |
| ● | the possibility that our business may be adversely affected by changes in government regulations; |
| ● | the possibility that we may not be able to grow our client base; |
| ● | our failure to attract and retain highly qualified personnel; |
| ● | our inability to finance aircraft or generate sufficient funds; |
| ● | the possibility that we may not have enough capital and may be required to raise additional capital; |
| ● | data security breaches, cyber-attacks or other network outages; |
| ● | the volatility of the prices of blockchain currencies that we accept as payment; |
| ● | our reliance on third parties; |
| ● | our inability to adequately protect our intellectual property interests or infringement on intellectual property interests of others; |
| ● | the possibility that we may be adversely affected by other economic, business or competitive factors; and |
| ● | other factors detailed in the section entitled “Risk Factors.” |
Should one or more of the risks or uncertainties described in this prospectus and in any document incorporated by reference in this prospectus materialize, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.