Jet.AI Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
JTAI$0.91+2.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023406
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023101
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 155 previous paragraphs and 113 current paragraphs.
39 unchanged; 41 reworded; 33 added; 66 removed; 9 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (33)
Current report
Unless otherwise indicated, all share and per-share amounts in this Quarterly Report on Form 10-Q, including share and per-share amounts for prior periods, have been retroactively adjusted to give effect to the 1-for-200 reverse stock split of the Company’s common stock that became effective on April 8, 2026 (the “Reverse Stock Split”). See “Subsequent Events—Reverse Stock Split” below.
Current report
The Merger Agreement amends, restates, replaces and supersedes the Original Merger Agreement in its entirety. Among other things, the Merger Agreement provides that eighty percent of the merger consideration shares will be issued upon closing, and twenty percent will be held in reserve by flyExclusive until a final post-closing purchase price is determined, with additional shares released from the reserve on a dollar-for-dollar basis up to the lesser of the final purchase price and the initial purchase price.
Current report
On February 11, 2026, the parties entered into an amendment to the Merger Agreement (the “Amendment”), which (i) eliminates the closing condition that would have required the Company to execute a new securities purchase agreement with a third-party investor, pursuant to which the Company would have issued the investor a warrant to purchase up to $50 million worth of shares of a newly-designated series of preferred stock, and (ii) provides the Company with the ability to explore and negotiate potential post-closing strategic transactions, provided that any such transaction must be conditioned upon the closing of the Transactions and consummated after the closing of the Transactions.
Current report
On November 7, 2025, the Company announced that the milestones associated with the second closing—including the contribution by Consensus Core of all equity interests of its data center project located in Midwestern Canada (the “Midwest Project”) to Convergence Compute—had been substantially completed and the Company has since contributed $1.7 million in connection with the second milestone. As a result, the Company and Consensus Core each received a 17.5% equity interest in the Midwest Project and the Company received an additional 0.5% equity interest in Convergence Compute.
Current report
The primary reason for the change was due to the planned sale of the Company’s aviation assets to flyExclusive and related wind-down of our fractional and jet card business in anticipation of the closing of the proposed Transactions. Upon the closing of the proposed transaction with flyExclusive we will cease to generate revenues from our legacy Jet Card and fractional programs.
Current report
Other Income
Current report
During the first quarter of 2026, the Company recognized approximately $184,000 in other income as compared to $1,000 in the first quarter of 2025. Other income in the first quarter of 2026 was driven primarily by a $94,000 unrealized gain from the change in fair value of the Company’s other investments (see “Investment in AIIA Sponsor” below) and $90,000 in other income comprised of Sponsor fees, interest income and dividend income.
Current report
Net Loss
Current report
The Company recorded a net loss of $2.7 million for the first quarter of 2026, compared to a net loss of $3.2 million for the first quarter of 2025, a favorable change of $0.5 million. The reduction in net loss was primarily driven by reduced operating expenses and the $184,000 in other income. Excluding the non-cash fair value gain, the Company would have recorded a net loss of approximately $2.7 million for the first quarter of 2026.
Current report
Net loss per share — basic and diluted was $(6.68) and $(370.43), respectively for first quarter of 2026 and 2025, based on weighted average shares outstanding of 401,302 and 8,557, respectively.
Current report
During the three months ended March 31, 2026, the Company raised $19.8 million from sales of common stock under its at-the-market sales agreement, partially offset by offering costs of approximately $597,000 in placement agent commissions and approximately $2.6 million of other offering costs.
Current report
Subsequent to March 31, 2026, on April 8, 2026, the Company completed a subscription for 8,347 equity certificates in VERSO Capital 2 SCSP for an aggregate subscription price of $5,250,000, inclusive of a 5% subscription fee of $250,000. The subscription was funded from the Company’s cash on hand and reduced our available liquidity by a corresponding amount. The equity certificates track shares of SpaceX preferred stock and are not expected to generate operating cash flows prior to a Redemption Event (as defined in the Subscription Agreement). See “Subsequent Events — VERSO Capital / SpaceX Economic Interest” below for additional information.
Current report
Ionic / Hexstone Transaction
Current report
From the closing of the Ionic Transaction through December 31, 2025, Ionic sold an aggregate of 18,126 shares of our common stock, comprised of: (i) 7,332 shares sold pursuant to Rule 144; (ii) 668 shares sold under a registration statement on Form S-1 (Reg. No. 333-279385); (iii) 3,000 shares sold under our registration statement on Form S-3 (Reg. No. 333-283207); (iv) 6,346 shares sold under our registration statement on Form S-3 (Reg. No. 333-284504); and (v) 780 shares sold under our registration statement on Form S-3 (Reg. No. 333-289982). As of December 31, 2025, Ionic held 300 shares of Series B Preferred Stock.
Current report
During the first quarter of 2026, Ionic sold an additional 50,647 shares pursuant to Rule 144. Ionic no longer holds any shares of our Series B Preferred Stock or common stock.
Current report
During the first quarter of 2026, Hexstone Capital, LLC (who was assigned certain rights or shares by Ionic) sold an aggregate of 150,206 shares of our common stock, comprised of: (i) 9,000 shares sold under our registration statement on Form S-3 (Reg. No. 333-289982); and (ii) 141,206 shares sold pursuant to Rule 144. As December 31, 2025, Hexstone held 450 shares of our Series B Preferred Stock. Hexstone no longer holds any shares of our Series B Preferred Stock or common stock.
Current report
Investment in AIIA Sponsor
Current report
In July 2025, the Company made a capital contribution of approximately $2.7 million to Sponsor, which serves as the sponsor of AI Acquisition, in exchange for 1,912,833 units comprising ordinary shares and preference shares (together, the “Sponsor Equity Interest”). The Company’s contribution represents an approximate 49.9% interest in the Sponsor. AI Acquisition is a special purpose acquisition company that intends to focus on opportunities with companies and/or strategic assets in high-impact private technology companies advancing artificial intelligence and machine learning capabilities, as well as those involved in building, operating, or enabling next-generation data center infrastructure. Sponsor was founded and organized by certain of the Company’s executive officers and directors.
Current report
On October 6, 2025, AI Acquisition completed its initial public offering, selling an aggregate of 13,800,000 Units at a price of $10.00 per unit, resulting in total gross proceeds of $138,000,000. In connection with the initial public offering, Sponsor purchased 269,000 private placement units at $10.00 per unit. At the close of the offering, Sponsor held 4,600,000 Class B ordinary shares of AI Infrastructure and 269,000 private placement units.
Current report
As of March 31, 2026, the fair value of the Sponsor Equity Interest was 17,231,000, as determined using a probability weighted expected return method as described in Note 4 to the consolidated financial statements in this report. During the three months ended March 31, 2026, the Company recognized an unrealized gain of $94,000 in other income related to the change in fair value of this investment.
Current report
The Company’s Sponsor Equity Interest is a level 3 fair value measurement that requires significant unobservable inputs, including the probability of AI Acquisition consummating a business combination. An increase or decrease in any of the unobservable inputs could result in a material change in the estimated fair value. See Note 4 to the consolidated financial statements for additional information regarding the fair value methodology.
Current report
At the Market Offering
Current report
On November 21, 2025, we put an ATM (“At the Market”) program, in place to allow us to sell shares of our common stock under that program from time to time through Maxim Group LLC (“Maxim”) as agent in an at-the-market offering under a prospectus supplement for aggregate sales proceeds of up to $10.0 million (the “ATM Program”). The ATM Program was amended twice in January 2026 to increase the amount that may be sold under the ATM Program by an additional $7.9 million and an additional $35.1 million, respectively (subject to any limitations imposed under SEC rules). The common stock is distributed at the market prices prevailing at the time of sale. As a result, prices of the common stock sold under the ATM Program may vary between purchasers and during the period of distribution. The Equity Distribution Agreement provides that Maxim is entitled to compensation for its services at a commission rate of 3.0% of the gross sales price per share of common stock sold. During the quarter ended March 31, 2026, we sold 409,347 shares of our common stock under the ATM Program at an average price of $48.40 per share for net proceeds of $19.2 million after commissions and sale expenses (all as adjusted to give effect to the reverse stock split). We expect to continue to utilize the ATM Program to fund a portion of our obligations and working capital needs.
Current report
The Company did not effect any draw downs under this agreement in 2025 or in the quarter ended March 31, 2026, and does not expect to effect any drawdowns in the remainder of 2026.
Current report
As of March 31, 2026, future minimum lease payments under the Company’s operating lease totaled $366,000, with $4,000 of imputed interest, resulting in a lease liability of $362,000, all of which is classified as current.
Current report
In May 2025, the Company entered into the Merger Agreement with flyExclusive for the sale of the Company’s aviation business assets in an all-stock transaction. Closing is currently expected in the second quarter of 2026. Upon closing, the Company intends to operate primarily as an AI data center infrastructure company. This strategic transition is expected to materially change the Company’s revenue composition, cost structure, and operating profile in future periods.
Current report
Subsequent Events
Current report
Reverse Stock Split
Current report
On December 19, 2025, the Company’s stockholders approved a proposal to grant the Company’s board of directors (the “Board”) the discretion to amend the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share, at a ratio not less than one-for-two and not greater than one-for-two hundred fifty, with the exact ratio to be set within that range at the discretion of the Board without further approval or authorization of the Company’s stockholders. On March 9, 2026, the Board unanimously approved a 1-for-200 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”). On April 7, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, and the Reverse Stock Split became effective at 12:01 a.m. Eastern Time on April 8, 2026. The Company’s common stock began trading on a split-adjusted basis at the opening of the market on April 8, 2026 under the same trading symbol “JTAI” with a new CUSIP number of 47714H407.
Current report
On the effective date, every 200 shares of common stock issued and outstanding were combined into one issued share of common stock. No fractional shares were issued in connection with the Reverse Stock Split; stockholders of record otherwise entitled to receive fractional shares as a result of the Reverse Stock Split received a cash payment in lieu of such fractional shares. All options, warrants and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split were adjusted by dividing the number of shares of common stock into which such options, warrants and other convertible securities are exercisable or convertible by 200, and multiplying the exercise or conversion price thereof by 200, all in accordance with the terms of the plans, agreements or arrangements governing such instruments. Proportional adjustments were also made to securities issued and issuable under the Company’s equity compensation plans. The Reverse Stock Split affected all stockholders uniformly, and each stockholder’s percentage ownership interest in the Company and proportional voting power remained virtually unchanged except for any immaterial changes and adjustments that resulted from the treatment of fractional shares. The Reverse Stock Split did not alter the par value of the common stock and did not change the total number of authorized shares of common stock. The Company effected the Reverse Stock Split to, among other things, regain compliance with the Nasdaq Stock Market LLC’s continued listing rules, which require that the minimum bid price of the Company’s common stock be at least $1.00 per share. In accordance with ASC 260-10-55-12, the Company has retroactively adjusted the number of shares, per-share computations and the computations of basic and diluted loss per share for all periods presented in the consolidated financial statements and related notes to give effect to the Reverse Stock Split.
Current report
VERSO Capital / SpaceX Economic Interest
Current report
On April 7, 2026, the Company entered into an Equity Certificates Subscription Agreement (the “Subscription Agreement”) with VERSO Capital 2 SCSP (“Verso”) to subscribe for 8,347 equity certificates (the “Certificates”) in Verso for an aggregate subscription price of $5,250,000, which included a five percent subscription fee of $250,000. The applicable management fee and performance fee were each waived. The Company completed the subscription on April 8, 2026.
Current report
The Certificates are issued by Verso and track shares of SpaceX preferred stock held by a captable fund, with each Certificate corresponding to one share of SpaceX preferred stock. The Certificates are redeemable by Verso, in its sole discretion in cash or in kind, upon one or more Redemption Events (as defined in the Subscription Agreement). The Company made this investment as part of its strategic pivot toward artificial intelligence and related infrastructure.
Removed paragraphs (66)
Previous report
Business Combination
Previous report
On August 10, 2023, the Company, formerly known as Oxbridge Acquisition Corp., consummated a business combination pursuant to a Business Combination Agreement and Plan of Reorganization, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of May 11, 2023 (the “Business Combination Agreement”) among the Company, OXAC Merger Sub I, Inc., a direct, wholly owned subsidiary of the Company (“First Merger Sub”), Summerlin Aviation LLC, a direct, wholly owned subsidiary of the Company (“Second Merger Sub”), and Jet Token Inc., a Delaware corporation (“Jet Token”). Pursuant to the Business Combination Agreement, the Company redomiciled as a Delaware corporation and was immediately renamed “Jet.AI Inc.”, and promptly thereafter, (i) First Merger Sub merged with and into Jet Token, with Jet Token surviving the merger as a wholly owned subsidiary of the Company, and (b) Jet Token merged with and into Second Merger Sub with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company (each merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
Previous report
Following the Business Combination, the Company’s common stock was listed on the Nasdaq Stock Market LLC under the ticker symbol “JTAI”.
Previous report
The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby the Company is treated as the acquired company and Jet Token is treated as the acquirer (the “Reverse Recapitalization”). Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Jet Token issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company were stated at historical cost, with no goodwill or other intangible assets recorded.
Previous report
The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Jet Token. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination.
Previous report
The primary reason for the decrease was due to a reduction in Cirrus charter and Jet Card revenues of $1.3 million and $363,000, respectively, in the 2025 period due to the planned sale of the Company’s aviation assets to flyExclusive.
Previous report
As a result of all of the above, in the third quarter of 2025 the Company recognized an operating loss of approximately $1.9 million, which was a decrease in loss of approximately $1.0 million when compared to the prior year period. The decrease in operating loss was primarily due to the decrease in general and administrative expenses resulting from the decrease in non-cash stock-based compensation expenses that resulted from the non-cash vesting of employee stock options as well as the decrease in professional costs.
Previous report
Other (Income) Expense
Previous report
During the third quarter of 2025, the Company recognized approximately $70,000 in other income as compared to $56.
Previous report
Nine Months Ended September 30, 2025 and 2024
Previous report
Revenues
Previous report
The Company began recording revenue in September 2020 reflecting services and software revenues related to charter bookings made through its App and in the first nine months of 2025, the Company recognized $2.4 million in revenue related to App-generated charter bookings. During 2024 these revenues totaled $3.4 million, a $1.0 million or 29.5% decrease from 2024 reflecting reduced brokerage staff and greater economic uncertainties.
Previous report
The Company recognized $2.7 million in service revenue in the first nine months of 2025, flat from 2024. There was $2.7 million in service revenues in the first nine months of 2024.
Previous report
In the first nine months of 2024, we sold 220 prepaid flight hours amounting to approximately $1.3 million and recognized approximately $1.8 million of revenue for 267 flight hours flown or forfeited, as well as additional charges. At September 30, 2024, the Company recorded deferred revenue of $1.2 million on its consolidated balance sheet.
Previous report
During the first nine months of 2025 revenue generated through the direct chartering of the Company’s HondaJet aircraft by Cirrus amounted to approximately $1.3 million, a decrease of $1.6 million, or 54.6% from the prior year. The decreased revenue was a direct result of decreased charter activity, both ad hoc and by Cirrus.
Previous report
Cost of revenues
Previous report
As a result of the decrease in jet card and Cirrus charter flight activity, operating expenses related to the operation of the Company’s aircraft and payments to Cirrus for their management decreased $2.2 million from $6.9 million in the first nine months of 2024 to $4.7 million in the 2025 year period and aircraft lease payments decreased $53,000 from $1.0 million in 2024 to $969,000 in the first nine months of 2025. The Company also incurred third-party charter costs of approximately $1.9 million in the first nine months of 2025, a $980,000 decrease over 2024, as a result of the reduction in as hoc charters and a reduced need for subcharters used for covering jet card flights when our HondaJets were unavailable. Federal excise tax and merchant fees relating to charter flights decreased $321,000 in the first nine months of 2025 to $219,000 from $540,000 in 2024.
Previous report
In total, it cost $7.9 million to operate the Company’s 5 aircraft in the first nine months of 2025, compared to $11.4 million in 2024.
Previous report
Gross loss
Previous report
The resulting gross loss totaled $514,000 for the first nine months of 2025, compared to $555,000 for the 2024 period. The decreased gross loss in these operations was a result of decreased maintenance costs, together with lower utilization on our HondaJets.
Previous report
Total Operating Expenses
Previous report
In the first nine months of 2025, the Company’s operating expenses decreased $1.6 million due to a $1.6 million decrease in general and administrative expenses. Excluding non-cash stock-based compensation of $1.5 million and $3.7 million in the first nine months of 2025 and 2024, respectively, general and administrative expenses rose by approximately $576,000 primarily due to due to increased wages of $408,000, primarily due to increased commissions compensation payable on charter sales and a $102,000 increase in professional service expenses related to the potential flyExclusive transaction.
Previous report
Research and development expenses also increased $81,000 to $189,000 in the first nine months of 2025 from $108,000 in 2024, due to the continued development work on additional software offerings.
Previous report
Operating Loss
Previous report
Other (Income) Expense
Previous report
During the first nine months of 2025, the Company recognized approximately $167,000 in other income due primarily to interest income during the period, compared to $79,000 in other expense due primarily to interest expense related to the Bridge Agreement recorded for the first nine months of 2024.
Previous report
In the first nine months of 2025, we raised $11.0 million through the issuance of 1,100 shares of Series B Preferred Stock, which was the primary factor causing our cash and cash equivalent assets and current assets as a whole to increase from December 31, 2024.
Previous report
The term sheet reflects the parties’ agreement in principle on material deal terms, including the issuance of Series C Convertible Preferred Stock and related warrants, subject to finalization and execution of definitive documentation. There can be no assurance that such definitive agreements will be entered into or that the proposed transaction will be consummated.
Previous report
Ionic Transaction
Previous report
Series B Preferred Stock
Previous report
On March 28, 2024, we filed a Certificate of Designation of the Series B Convertible Preferred Stock with the Secretary of State of the State of Delaware, which provides for the issuance of up to 5,000 shares of the Company’s Series B Preferred Stock (the “Certificate of Designations”). The Series B Preferred Stock ranks senior to all other capital stock of the Company.
Previous report
Each share of Series B Preferred Stock converts into a number of shares of our Common Stock, subject to certain limitations, including a beneficial ownership limitation of 4.99% (calculated in accordance with the rules promulgated under Section 13(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”)), which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written notice by Ionic. From time to time Ionic may convert Series B Preferred Stock into Common Stock which it may liquidate and thereafter receive additional shares of Common Stock pursuant to subsequent conversions of its Series B Preferred Stock. Although the beneficial ownership limitation imposes a legally binding limitation on Ionic’s beneficial ownership at any point in time, it does not prohibit Ionic from, over time, receiving shares of common stock upon separate conversions of its shares of Series B Preferred Stock that, in the aggregate and over a period of time, exceed the beneficial ownership limitation.
Previous report
Subject to the limitations set forth in the preceding paragraph and provided there is an effective registration statement covering Ionic’s potential resale of common stock underlying the Series B Preferred Stock, shares of Series B Preferred Stock will automatically convert into shares of common stock on or prior to the tenth trading day after the issuance date of such shares of Series B Preferred Stock. The number of shares of common stock issuable upon conversion of a share of Series B Preferred Stock is calculated by dividing the conversion amount per share of Series B Preferred Stock by the then conversion price. The conversion amount is equal to the stated value of the shares of Series B Preferred Stock, which is $10,000, plus any additional amounts and late charges calculated in accordance with the Certificate of Designations. The conversion price is equal to the lower of (i) $2.50, or (ii) 90% (or, in the case of a delisting, 80%) of the lowest daily volume weighted average price of our common stock over a period beginning on the trading day after we deliver shares of common stock upon such conversion to Ionic and ending on the trading day on which the aggregate dollar trading volume of our common stock exceeds seven times the applicable conversion amount, subject to a five trading day minimum period for such calculation, and subject to certain adjustments.
Previous report
If certain defined “triggering events” defined in the Certificate of Designations occur, then we may be required to redeem the Series B Preferred Stock for cash at 110% of the stated value.
Previous report
Other Transaction Documents and Subsequent Agreements
Previous report
The Ionic Warrant exercise price was initially set at $10,000 per share of Series B Preferred Stock, subject to adjustment for certain events, such as a stock split, issuance of additional shares as a dividend or otherwise.
Previous report
The Series B Securities Purchase Agreement obligates the Company to reserve no less than 200% of the maximum number of shares of common stock issuable upon conversion of the Series B Preferred Stock outstanding, using an alternate conversion method (the “Required Reserve Amount”). The Company and Ionic initially agreed that the Required Reserve Amount was 200,000 shares of Common Stock.
Previous report
Registration Statements
Previous report
Pursuant to the Registration Rights Agreement entered into by the Company and Ionic on March 29, 2024, we filed a Registration Statement on Form S-1 (File No. 333-279385), which was originally filed with the SEC on May 13, 2024, and as amended (the “First Registration Statement”), that registered the offer and resale of 133,778 shares of common stock (as adjusted to reflect the subsequent reverse stock split) by Ionic. The First Registration Statement was declared effective by the SEC on July 24, 2024. On November 13, 2024, Ionic notified the Company that it had sold all shares of common stock that were registered under the First Registration Statement.
Previous report
Since the number of shares of common stock available under the First Registration Statement was insufficient to cover all of the shares of common stock issuable to Ionic, we were required to file at least one additional registration statement. Accordingly, on November 13, 2024, we filed a Registration Statement on Form S-3 (File No. 333-283207) with the SEC (as amended, the “Second Registration Statement”), which registered the offer and resale of 600,000 shares of common stock by Ionic and was declared effective by the SEC on December 27, 2024. On February 20, 2025, Ionic notified the Company that it had sold all shares of common stock that were registered under the Second Registration Statement.
Showing the first 40 of 66 passages. Open the source sections for the rest.
Reworded paragraphs (41)
Previous wording
The following discussion and analysis provides information which Jet.AI’s management believes is relevant to an assessment and understanding of its consolidated results of operations and financial condition. You should read the following discussion and analysis of Jet.AI’s financial condition and results of operations together with the historical unaudited consolidated financial statements as of September 30, 2025 and December 31, 2024, and the three and nine months ended September 30, 2025 and 2024, and the related notes that are included elsewhere in this report.
Current wording
The following discussion and analysis provides information which Jet.AI’s management believes is relevant to an assessment and understanding of its consolidated results of operations and financial condition. You should read the following discussion and analysis of Jet.AI’s financial condition and results of operations together with the historical unaudited consolidated financial statements as of March 31, 2026 and December 31, 2025, and the three months ended March 31, 2026 and 2025, and the related notes that are included elsewhere in this report.
Previous wording
Jet.AI Inc., a Delaware corporation (“Jet.AI”, “Company”, “we” or “us”), was founded in 2018 by Michael Winston, its Executive Chairman. The Company, directly and indirectly through its subsidiaries, historically has been principally involved in (i) the sale of fractional and whole interests in aircraft, (ii) the sale of jet cards, which enable holders to use certain of the Company’s and other’s aircraft at agreed-upon rates, (iii) the operation of a proprietary booking platform, which functions as a prospecting and quoting platform to arrange private jet travel with third-party carriers as well as via the Company’s leased and managed aircraft, (iv) direct chartering of its HondaJet Elite aircraft by Cirrus Aviation Services, (v) aircraft brokerage and (vi) monthly management and hourly operation of customer aircraft.
Current wording
Jet.AI Inc., a Delaware corporation (“Jet.AI”, “Company”, “we” or “us”), was founded in 2018. The Company, directly and indirectly through its subsidiaries, historically has been principally involved in (i) the sale of fractional and whole interests in aircraft, (ii) the sale of jet cards, which enable holders to use certain of the Company’s and other’s aircraft at agreed-upon rates, (iii) the operation of a proprietary booking platform, which functions as a prospecting and quoting platform to arrange private jet travel with third-party carriers as well as via the Company’s leased and managed aircraft, (iv) direct chartering of its HondaJet Elite aircraft by Cirrus Aviation Services, (v) aircraft brokerage and (vi) monthly management and hourly operation of customer aircraft.
Previous wording
In 2024 and 2025, we launched two AI-enhanced booking apps called CharterGPT and Ava, respectively.
Current wording
In 2024 and 2025, we launched CharterGPT, our AI-enhanced booking app, and Ava, our agentic AI model, respectively.
Previous wording
In 2025 the Company began transitioning its primary focus to AI data center operations and assets.
Current wording
In 2025 the Company began transitioning its primary focus to AI data center operations and assets. As part of that transition, in 2025 the Company acquired an approximately 49.9% ownership interest in AIIA Sponsor Ltd. (“Sponsor”), the sponsor of AI Infrastructure Acquisition Corp. (NYSE: AIIA) (“AI Acquisition”), a special purpose acquisition company that completed its initial public offering in October 2025. See “Investment in AIIA Sponsor” below for further discussion.
Previous wording
On February 13, 2025, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”). Pursuant to the Merger Agreement, (i) as a condition to closing on the Merger Agreement, the Company will distribute all of the shares of SpinCo, on a pro rata basis, to the Company’s stockholders (the “Distribution”), (ii) Merger Sub will merge with and into SpinCo (the “Merger” and, together with the Distribution and all other transactions contemplated under the Merger Agreement, the “Transactions”) with SpinCo surviving the Merger as a wholly owned subsidiary of flyExclusive and (iii) as consideration for the Merger, the Company’s existing stockholders will have the right to receive shares of Class A common stock of flyExclusive. Additionally, the Company’s stockholders will continue to own and hold their existing shares of the Company’s common stock as of closing of the Merger.
Current wording
On February 13, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Original Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”). On May 6, 2025, the parties entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (as subsequently amended, the “Merger Agreement”). Pursuant to the Merger Agreement, (i) as a condition to closing on the Merger Agreement, the Company will distribute all of the shares of SpinCo, on a pro rata basis, to the Company’s stockholders (the “Distribution”), (ii) Merger Sub will merge with and into SpinCo (the “Merger” and, together with the Distribution and all other transactions contemplated under the Merger Agreement, the “Transactions”) with SpinCo surviving the Merger as a wholly owned subsidiary of flyExclusive, and (iii) as consideration for the Merger, the Company’s existing stockholders will have the right to receive shares of Class A common stock of flyExclusive. Additionally, the Company’s stockholders will continue to own and hold their existing shares of the Company’s common stock as of closing of the Merger.
Previous wording
In connection with executing the Merger Agreement, the Company, SpinCo, and flyExclusive entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) pursuant to which the Company will transfer the business, operations, services and activities of the Company’s fractional and jet card business to SpinCo and will no longer operate a fractional and jet card business (the “Separation”). Upon the terms and subject to the conditions set forth in the Separation and Distribution Agreement, the Company will consummate the Distribution and at that time cease to operate a fractional or jet card business. There will be no change expected to the Company’s board of directors or executive officers as a result of the Merger, Separation, Distribution, or other Transactions.
Current wording
In connection with executing the Merger Agreement, the Company, SpinCo, and flyExclusive entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) pursuant to which the Company will transfer the business, operations, services and activities of the Company’s fractional and jet card business to SpinCo and will no longer operate a fractional and jet card business (the “Separation”). Upon the terms and subject to the conditions set forth in the Separation and Distribution Agreement, the Company will consummate the Distribution and at that time cease to operate a fractional or jet card business. There will be no change expected to the Company’s board of directors or executive officers as a result of the Merger, Separation, Distribution, or other Transactions. The Company will continue to operate and retain its software and intellectual property assets, but will cease to hold its aircraft fractional, jet card and management assets. The Transactions are subject to various conditions to closing, including the receipt of stockholder approval, and are expected to close during the second quarter of 2026.
Previous wording
On July 2, 2025, the Company entered into the Contribution Agreement with Consensus Core and Convergence Compute LLC, a Delaware limited liability company (“Convergence Compute”), pursuant to which Jet.AI contributed $300,000 to Convergence Compute in the first closing of the transactions contemplated by the JV Agreement. As consideration for its contribution, Jet.AI acquired a 0.5% equity interest in Convergence Compute. Upon the completion of certain data center project milestones, each of Jet.AI and Consensus Core will make additional contributions to Convergence Compute and will receive additional equity interests in Convergence Compute and its subsidiaries.
Current wording
On July 2, 2025, the Company entered into the Contribution Agreement with Consensus Core and Convergence Compute LLC, a Delaware limited liability company (“Convergence Compute”), pursuant to which Jet.AI contributed $300,000 to Convergence Compute in the first closing of the transactions contemplated by the JV Agreement. As consideration for its contribution, Jet.AI acquired a 0.5% equity interest in Convergence Compute. Upon the completion of certain data center project milestones, each of Jet.AI and Consensus Core will make additional contributions to Convergence Compute and will receive additional equity interests in Convergence Compute and its subsidiaries. The Company will contribute up to an aggregate $20 million to Convergence Compute in five tranches, which are each tied to specific project development milestones.
Previous wording
The Company will contribute up to an aggregate $20 million to Convergence Compute in five tranches, which are each tied to specific project development milestones. Consensus Core will contribute 100% of the equity interests of its Midwest data center project to Convergence Compute at the second closing under the Contribution Agreement and will contribute 100% of the equity interests of its Maritime data center project to Convergence Compute at the third closing under the Contribution Agreement. In consideration for such contributions, Jet.AI and Consensus Core will each receive a 17.5% equity interest in the Midwest project upon the second closing and a 17.5% equity interest in the Maritime project upon the third closing. Jet.AI will also receive an additional 0.5% equity interest in Convergence Compute upon each additional closing, for an aggregate equity interest of up to 2.5% if all five tranches are consummated.
Current wording
In connection with the third closing under the Contribution Agreement, Consensus Core will contribute all equity interests in its data center project located in Maritime Canada (the “Maritime Project”) to Convergence Compute. As a result of this contribution, the Company and Consensus Core each will receive a 17.5% equity interest in the Maritime Project and the Company will receive an additional 0.5% equity interest in Convergence Compute. If all five closings contemplated by the Contribution Agreement occur, the Company will hold an aggregate equity interest of 2.5% of Consensus Core, an equity interest of 17.5% in the Midwest Project, and an equity interest of 17.5% in the Maritime Project.
Previous wording
Revenues for the third quarter of 2025 totaled $1.7 million, a $2.2 million decrease from 2024’s third quarter revenues of $3.9 million, and were comprised of $884,000 in services revenue from the management of customers’ aircraft, $0.6 million of revenues related to our software App Cirrus and Charter program (being $591,000 in software-related revenue and $51,000 in revenue from the chartering of our HondaJets by our operating partner Cirrus), and $185,000 in Jet Card revenue for hours flown and other charges based on hours flown.
Current wording
Revenues for the first quarter of 2026 totaled $1.7 million, a $1.8 million decrease from first quarter of 2025 revenues of $3.5 million, and were comprised of $661,000 in services revenue from the management of customers’ aircraft, $1.0 million of revenues related to our CharterGPT software app and Cirrus charter services (being approximately $362,000 in software-related revenue and $599,000 in revenue from the chartering of our HondaJets by our operating partner Cirrus), and $59,000 in Jet Card revenue for hours flown and other charges based on hours flown.
Previous wording
The Company recognized $592,000 in revenue related to App-generated Services and software revenues related to charter bookings made through its App in the third quarter of 2025, a decrease of $506,000 and reflected reduced brokerage staff, and greater economic uncertainties. This compares to revenues totaling $1.1 million in the 2024 period.
Current wording
The Company recognized approximately $362,000 in revenue related to app-generated services and software revenues related to charter bookings made through its CharterGPT app in the first quarter of 2026, a decrease of approximately $665,000 compared to $1.0 million in the first quarter of 2025, reflecting reduced charter bookings on the platform.
Previous wording
The Company recognized $884,000 in service revenue in the third quarter of 2025, a decrease of $76,000, relating to reduced flying by the owners of the Company’s managed aircraft. There was $960,000 in service revenues in the third quarter of 2024.
Current wording
The Company recognized $661,000 in service revenue in the first quarter of 2026, a decrease of approximately $620,000, relating to reduced flying by the owners of the Company’s managed aircraft. There was $1.3 million in service revenues in the first quarter of 2025.
Previous wording
During the third quarter of 2025, the Company did not sell any prepaid flight hours under its jet card and fractional programs and recognized $185,000 of revenue for 23 flight hours flown or forfeited, as well as additional charges. These additional charges represent primarily charges for cost reimbursements such as a fuel component adjustment to adjust for changes in fuel prices relative to the jet card and fractional contracts’ base fuel price and reimbursement of federal excise taxes. Prepaid flight hours are recognized as revenue as the flight hours are used or forfeited. At September 30, 2025, the Company had recorded deferred revenue of $443,000 on its consolidated balance sheet representing prepaid flight hours for which the related travel had not yet occurred.
Current wording
During the first quarter of 2026, the Company recognized approximately $59,000 of revenue for 8 flight hours flown or forfeited, as well as additional charges. These additional charges represent primarily charges for cost reimbursements such as a fuel component adjustment to adjust for changes in fuel prices relative to the jet card and fractional contracts’ base fuel price and reimbursement of federal excise taxes. Prepaid flight hours are recognized as revenue as the flight hours are used or forfeited. At March 31, 2026, the Company had recorded deferred revenue of approximately $214,000 on its consolidated balance sheet representing prepaid flight hours for which the related travel had not yet occurred.
Previous wording
In the third quarter of 2024, the Company sold 110 prepaid flight hours, amounting to $615,000, and recognized $547,000 of revenue for 85 flight hours flown or forfeited, as well as additional charges. At September 30, 2024, the Company had recorded deferred revenue of approximately $1.2 million.
Current wording
In the first quarter of 2025, the Company sold 20 prepaid flight hours, amounting to $116,000, and recognized $343,000 of revenue for 52 flight hours flown or forfeited, as well as additional charges. At March 31, 2025, the Company had recorded deferred revenue of approximately $1.3 million.
Previous wording
The following table details the flight hours sold and flown or forfeited, as well as the associated deferred revenues and recognized revenues, respectively, and additional charges for the third quarter of 2025 and 2024:
Current wording
The following table details the flight hours sold and flown or forfeited, as well as the associated deferred revenues and recognized revenues, respectively, and additional charges for the first quarter of 2026 and 2025:
Previous wording
In addition to its software App and jet card revenues, the Company also generates revenue through the direct chartering of its HondaJet aircraft by Cirrus. During the third quarter of 2025 this revenue amounted to approximately $51,000, a decrease of $1.3 million, or 96.1% from the prior year period. The decreased revenue was a direct result of the decreased chartering of the Company’s HondaJet fleet, as well as decreased software app bookings in the third quarter of 2025 as compared to the third quarter of 2024.
Current wording
In addition to its software app and jet card revenues, the Company also generates revenue through the direct chartering of its HondaJet aircraft by Cirrus. During the first quarter of 2026 this revenue amounted to approximately $599,000, a decrease of $223,000, or 27.2% from the prior year period. The decreased revenue was a direct result of the decreased chartering of the Company’s HondaJet fleet, as well as decreased software app bookings in the first quarter of 2026 as compared to the first quarter of 2025.
Previous wording
Our cost of revenue is comprised of payments to Cirrus for the maintenance and management of our fleet aircraft, commissions to Cirrus for their arranging for charters on our aircraft, aircraft lease expense, federal excise tax relating to jet card and third-party charters, and payments to third-party aircraft operators for both charter flights booked through our App, as well as the cost of subcharters for covering jet card flights when our HondaJets were unavailable. The management of our aircraft by Cirrus covers all our aircraft regardless of whether the aircraft are used for program flight hours or charter flights and includes expenses such as fuel, pilot wages and training costs, aircraft insurance, maintenance and other flight operational expenses.
Current wording
Our cost of revenue is comprised of payments to Cirrus for the maintenance and management of our fleet aircraft, commissions to Cirrus for their arranging for charters on our aircraft, aircraft lease expense, federal excise tax relating to jet card and third-party charters, and payments to third-party aircraft operators for both charter flights booked through CharterGPT, as well as the cost of subcharters for covering jet card flights when our HondaJets were unavailable. The management of our aircraft by Cirrus covers all our aircraft regardless of whether the aircraft are used for program flight hours or charter flights and includes expenses such as fuel, pilot wages and training costs, aircraft insurance, maintenance and other flight operational expenses.
Previous wording
In the third quarter of 2025, the Company operated three HondaJets, one King Air 390i and one CJ4.
Current wording
In the first quarter of 2026, the Company operated three HondaJets, one King Air 390i and one CJ4.
Previous wording
As a result of the decrease in Cirrus charter flight activity, costs related to the operation of these aircraft and payments to Cirrus for their management decreased $1.7 million from $3.1 million in the third quarter of 2024 to $1.4 million in 2025, and aircraft lease payments remained the same at $321,000 in the third quarter of 2025 and 2024. The Company also incurred third-party charter costs of approximately $546,000 in the third quarter of 2025, a $358,000 decrease over 2024, reflecting the reduced number of App-generated charter bookings, and a reduction in subcharters used for covering jet card flights when our HondaJets were unavailable. Merchant fees and federal excise tax relating to charter flights of $60,000 in the third quarter of 2025 were a $70,000 decrease as compared to $130,000 in the third quarter of 2024.
Current wording
As a result of the decrease in Cirrus charter flight activity, costs related to the operation of these aircraft and payments to Cirrus for their management decreased $1.5 million from $2.4 million in the first quarter of 2025 to $1.0 million in 2026, and aircraft lease payments were $321,000 and $325,000 in the first quarter of 2026 and 2025, respectively. The Company also incurred third-party charter costs of approximately $625,000 in the first quarter of 2026, a $137,000 decrease over 2025, reflecting the reduced number of app-generated charter bookings, and a reduction in subcharters used for covering jet card flights when our HondaJets were unavailable. Merchant fees and federal excise tax relating to charter flights of $34,000 in the first quarter of 2026 were a $54,000 decrease as compared to $88,000 in the first quarter of 2025.
Previous wording
In total, it cost $2.0 million to operate these five aircraft in the third quarter of 2025, compared to $3.9 million to operate four aircraft in the third quarter of 2024.
Current wording
In total, it cost $1.9 million to operate these five aircraft in the first quarter of 2026, compared to $3.6 million to operate four aircraft in the first quarter of 2025.
Previous wording
The resulting gross loss totaled approximately $288,000 for the third quarter of 2025, compared to a gross loss of $14,000 for the third quarter of 2024. The gross loss in the third quarter of 2025 was largely driven by reduced flights performed for our jet card customers without a corresponding reduction in fixed costs.
Current wording
The resulting gross loss totaled approximately $234,000 for the first quarter of 2026, compared to a gross loss of $116,000 for the first quarter of 2025. The gross loss in the first quarter of 2026 was largely driven by reduced flights performed for our jet card customers without a corresponding reduction in fixed costs.
Previous wording
In the third quarter of 2025, the Company’s operating expenses decreased by approximately $1.2 million over the prior year comparable period due to an approximate $1.3 million decrease in general and administrative expenses, a $217,000 increase in sales and marketing expenses and a $1,000 increase in research and development costs. Excluding non-cash stock-based compensation of $176,000 and $1.3 million in the third quarter of 2025 and 2024, respectively, general and administrative expenses declined by approximately $129,000 primarily due to a decrease in professional service expenses of $238,000 with a substantial portion of these expenses during the 2025 period related to the potential flyExclusive transaction, offset by an increase in Directors and Officers Insurance costs of $42,000 and decreased wages of $38,000, primarily due to decreased commissions compensation payable on software app revenue.
Current wording
In the first quarter of 2026, the Company’s operating expenses decreased by approximately $424,000 over the prior year comparable period due to an approximate $427,000 decrease in general and administrative expenses, a $12,000 increase in sales and marketing expenses and a $10,000 decrease in research and development costs. Excluding non-cash stock-based compensation of $64,000 and $551,000 in the first quarter of 2026 and 2025, respectively, general and administrative expenses increased by approximately $60,000 primarily due to an increase in professional service expenses of $224,000 with a substantial portion of these expenses during the 2026 period related to the potential flyExclusive transaction, and an increase in regulatory fees of $67,000 partially offset by decreased wages of $185,000, primarily due to decreased commissions compensation payable on software app revenue.
Previous wording
The Company’s sales and marketing expenses increased by $217,000 to $300,000 in the third quarter of 2025 from $83,000 in the third quarter of 2024. These expenses are mainly linked to promoting the Company and its programs, including its transitioning its primary focus to AI data center operations and assets.
Current wording
The Company’s sales and marketing expenses increased by $12,000 to $306,000 in the first quarter of 2026 from $294,000 in the first quarter of 2025. These expenses are mainly linked to promoting the Company and its programs, including its transitioning its primary focus to AI data center operations and assets.
Previous wording
Research and development expenses increased $1,000 in the third quarter of 2025 from $38,000 in the third quarter of 2024, due to the reduced need to refine the App, offset by continued development work on additional software offerings.
Current wording
Research and development expenses decreased $10,000 in the first quarter of 2026 from $109,000 in the first quarter of 2025, due to the reduced need to refine the app, offset by continued development work on additional software offerings.
Previous wording
As a result of all of the above, in the first nine months of 2025 the Company recognized an operating loss of approximately $7.6 million, which was a decrease in loss of $1.6 million compared to the 2024 period. The decrease was primarily due to reduced operating expenses of $1.6 million, and a decrease in the Company’s gross loss of $37,000.
Current wording
As a result of all of the above, in the first quarter of 2026 the Company recognized an operating loss of approximately $2.9 million, compared to an operating loss of $3.2 million in the first quarter of 2025.
Previous wording
As of September 30, 2025, our cash and cash equivalents totaled $3.5 million. Current assets exceeded current liabilities by $3.3 million, including $443,000 in deferred revenue, which will be recognized as revenue upon the utilization or forfeiture of prepaid flight hours.
Current wording
As of March 31, 2026, our cash and cash equivalents totaled $13.0 million, and we held an additional $500,000 in restricted cash representing the liquidity reserve required under our aircraft lease. Current assets exceeded current liabilities by approximately $10.6 million, including approximately $465,000 in deferred revenue, which will be recognized as revenue upon the utilization or forfeiture of prepaid flight hours.
Previous wording
We have historically incurred negative cash flows from operations and significant operating losses, resulting in an accumulated deficit of $60.1 million as of September 30, 2025. We anticipate revenue and operating profit growth from strategic initiatives, including aircraft acquisitions, increased Jet Card pricing, enhanced charter activity through CharterGPT, Ava, and Reroute AI, and SaaS revenue from DynoFlight. However, we expect to incur operating losses for at least the next 12 months, depending on the success and timing of these initiatives. To fund operations, we plan to utilize funds from potential sales of equity or debt securities. Contractual limitations may restrict certain funding options, and further equity issuances may adversely affect our stock price and ability to raise capital. To support growth, we have executed a non-binding term sheet for a proposed $50 million financing transaction, with economic terms similar to our existing $16.5 million arrangement with Ionic Ventures LLC.
Current wording
We have historically incurred negative cash flows from operations and significant operating losses, resulting in an accumulated deficit of approximately $50.6 million as of March 31, 2026. We anticipate revenue and operating profit growth from strategic initiatives, including increased Jet Card pricing, enhanced charter activity through CharterGPT, Ava, and Reroute AI, and SaaS revenue from DynoFlight. However, we expect to incur operating losses for at least the next 12 months, depending on the success and timing of these initiatives. To fund operations, we plan to utilize cash on hand and funds from potential sales of equity or debt securities. Contractual limitations may restrict certain funding options, and further equity issuances may adversely affect our stock price and ability to raise capital.
Previous wording
On March 28, 2024, the Company entered into a Securities Purchase Agreement (the “Series B Securities Purchase Agreement”) and a number of other transaction documents described below for a private placement with Ionic Ventures, LLC (“Ionic”), which closed on March 29, 2024, which we collectively refer to as the “Ionic Transaction.” Under the Series B Securities Purchase Agreement, the Company issued to Ionic (i) 150 shares of the Company’s Series B Preferred Stock, which are convertible into shares of the Company’s common stock, (ii) a warrant to purchase up to 1,500 shares of Series B Preferred Stock (the “Ionic Warrant”), at an exercise price of $10,000 per share, and (iii) 1,111 shares of the Company’s common stock. As of the date of this Report, Ionic has fully exercised the Ionic Warrant for a total of 1,500 shares of Series B Preferred Stock, resulting in gross proceeds to the Company of $15.0 million. And, therefore we do not expect to receive additional funds from Ionic under the terms of the Series B Securities Purchase Agreement and Ionic Warrant.
Current wording
On March 28, 2024, the Company entered into a Securities Purchase Agreement (the “Series B Securities Purchase Agreement”) and related documents described below for a private placement with Ionic Ventures, LLC (“Ionic”), which closed on March 29, 2024, which we collectively refer to as the “Ionic Transaction.” At the initial closing, the Company issued to Ionic (i) 150 shares of the Company’s Series B Preferred Stock, which were convertible into shares of the Company’s common stock, (ii) a warrant to purchase up to 1,500 shares of Series B Preferred Stock (the “Ionic Warrant”), at an exercise price of $10,000 per share, and (iii) 5 shares of the Company’s common stock. Ionic fully exercised the Ionic Warrant for a total of 1,500 shares of Series B Preferred Stock, resulting in gross proceeds to the Company of $15.0 million and we will not receive additional funds under the Ionic Transaction.
Previous wording
Starting in October 2024, and through the date of this Report, Ionic has converted in full the 150 shares of Series B Preferred Stock issued to it at the initial closing of the Ionic Transaction, the 50 additional shares of Series B Preferred Stock issued to it in connection with an agreement between parties, and 200 shares of Series B Preferred Stock issued to it pursuant to partial exercises of the Ionic Warrant. Those conversions, in total, resulted in the issuance of 835,261 shares of Common Stock (as adjusted to give effect to the reverse stock split).
Current wording
Starting in October 2024, and through the date of this Report, Ionic converted in full the 150 shares of Series B Preferred Stock issued at the initial closing, the 50 additional shares of Series B Preferred Stock issued in connection with a letter agreement entered into in September 2024, and all 1,500 shares of Series B Preferred Stock issued pursuant to the full exercise of the Ionic Warrant. Those conversions, in total, resulted in the issuance of 218,979 shares of Common Stock (as adjusted to give effect to the reverse stock split).
Previous wording
The Company has access to an aggregate of up to $40 million from the Share Purchase Agreement, dated as of August 4, 2022, with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together with GEM Yield LLC SCS, “GEM”), less drawdowns of $2,550,024 to date. In consideration for GEM’s services under the Share Purchase Agreement, the Company paid GEM a commitment fee equal to $800,000 in shares of common stock. Upon the Company’s issuance of shares in connection with any drawdown purchase made by GEM, the Company was required to pay GEM a portion of such commitment fee in an amount equal to 2% of the amount purchased in such drawdown; provided that the full $800,000 commitment fee was due on or before the first anniversary of the closing of the Business Combination. In October 2024, the Company issued 58,447 shares of common stock to satisfy in full the outstanding commitment fee payable and 44,225 shares of common stock under the Share Purchase Agreement with GEM for total consideration of $2.5 million.
Current wording
The Company entered into a Share Purchase Agreement on August 4, 2022, with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together, “GEM”), which provides for potential future equity purchases of up to $40 million, subject to certain conditions. The agreement expires on August 11, 2026. Through early 2024, the Company drew down $2.6 million under this facility and has not utilized it since. In consideration for GEM’s commitment, the Company paid GEM a commitment fee equal to $800,000 in shares of common stock. In October 2024, the Company issued 184 shares of common stock to satisfy in full the outstanding commitment fee payable discussed in Note 5 to the consolidated financial statements in this report and 292 shares of common stock under the Share Purchase Agreement with GEM for total consideration of $2.5 million.
Previous wording
On August 10, 2023, the Company issued GEM a warrant (as subsequently amended, the “GEM Warrant”) granting it the right to purchase up to 6% of the outstanding common stock of the Company on a fully diluted basis as of the date of listing. The GEM Warrant has a term of three years. The GEM Warrant included an adjustment mechanism, whereby the exercise price is subject to adjustment from time to time. Pursuant to the Warrant, on the first anniversary following the Public Listing Date as defined in the GEM Warrant (the “Adjustment Date”), if all or any portion of the GEM Warrant remains unexercised and the average closing price of the Company’s common stock for the 10 trading days following the Adjustment Date is less than 90% of the then current exercise price of the warrant (the “Baseline Price”), then the exercise price of the unexercised Warrant Shares that remain exercisable pursuant to the Warrant shall be adjusted to 110% of the Baseline Price. Accordingly, the warrant exercise price was reduced to $9.07 per share as of September 30, 2025. The warrant may be exercised by payment of the per share amount in cash or through a cashless exercise.
Current wording
On August 10, 2023, the Company issued GEM a warrant (as subsequently amended, the “GEM Warrant”) granting it the right to purchase up to 6% of the outstanding common stock of the Company on a fully diluted basis as of the date of listing of our common stock on Nasdaq. Accordingly, the warrant exercise price was $102.00 per share as of March 31, 2026. The warrant may be exercised by payment of the per share amount in cash or through a cashless exercise.
Previous wording
Cash Flows for the Nine Months Ended September 30, 2025 and 2024
Current wording
Cash Flows for the Three Months Ended March 31, 2026 and 2025
Previous wording
As of September 30, 2025, the Company’s cash and equivalents were approximately $3.5 million.
Current wording
As of March 31, 2026, the Company’s cash and equivalents were approximately $13.0 million, with an additional $500,000 of restricted cash held as a liquidity reserve.
Previous wording
The following table summarizes our cash flows for the nine months ended September 30, 2025 and 2024:
Current wording
The following table summarizes our cash flows for the three months ended March 31, 2026 and 2025:
Previous wording
Net cash used in operating activities for the nine months ended September 30, 2025 was $8.9 million compared to $4.8 million for the nine months ended September 30, 2024. The cash outflow from operating activities in the 2025 period primarily consisted of our net loss, net of non-cash charges, of $5.6 million, a $0.4 million reduction in lease liability, a $229,000 decrease in operating liabilities and a $2.6 million increase in accounts receivables and other current assets. The decrease in operating liabilities was primarily driven by a $877,000 decrease in deferred jet card revenue relating to the sale of jet card hours not yet flown, partially offset by a $648,000 increase in the Company’s accounts payable and accrued liabilities relating to the operation of the Company’s aircraft. Net cash used in operating activities for the nine months ended September 30, 2024 was $4.8 million. The cash outflow from operating activities in the 2024 period primarily consisted of our net loss, net of non-cash charges of $4.2 million, a $0.4 million reduction in lease liability, which were offset by a $1.2 million increase in operating liabilities and a $41,000 reduction in accounts receivable and other current assets. The increase in operating liabilities was primarily driven by a $1.2 million increase in the Company’s accounts payable and accrued liabilities relating to the operation of the Company’s aircraft and a $0.6 million decrease in deferred jet card revenue relating to the sale of jet card hours not yet flown.
Current wording
Net cash used in operating activities for the three months ended March 31, 2026 was $3.0 million compared to $2.2 million for the three months ended March 31, 2025. The cash outflow from operating activities in the 2026 period primarily consisted of our net loss, net of non-cash charges, of $2.6 million, a $134,000 reduction in lease liability, a $166,000 decrease in operating liabilities and a $188,000 increase in accounts receivables and other current assets. The decrease in operating liabilities was partially offset by a $22,000 increase in deferred revenue, and primarily driven by a $166,000 decrease in the Company’s accounts payable and accrued liabilities relating to the operation of the Company’s aircraft.
Previous wording
Net cash used in investing activities for the nine months ended September 30, 2025 was $2.2 million as compared to $13,000 in the 2024 year period, primarily relating to the Company’s joint venture investment, advances under related party promissory note and additional Textron deposits.
Current wording
Net cash used in investing activities for the three months ended March 31, 2026 was $1.9 million as compared to $1.2 million in the first quarter of 2025, primarily relating to the Company’s joint venture investment.
Previous wording
Net cash provided by financing activities for the nine months ended September 30, 2025 was $8.7 million. Cash provided by financing activities was primarily driven by the sale of preferred stock, partially offset by offering costs. Net cash provided by financing activities for the nine months ended September 30, 2024 was $3.1 million. Cash provided by financing activities was primarily driven by warrant exercises and proceeds from the sale of common stock under the Share Purchase Agreement, sale of preferred stock, partially offset by repayments of notes payable.
Current wording
Net cash provided by financing activities for the three months ended March 31, 2026 was $16.6 million. Cash provided by financing activities was primarily driven by the sale of common stock, partially offset by offering costs. Net cash provided by financing activities for the three months ended March 31, 2025 was $9.7 million. Cash provided by financing activities was primarily driven by $11.0 million in proceeds from exercise of Series B Preferred Stock warrants, partially offset by $1.3 million in offering costs.
Previous wording
In November 2021 and April 2022, the Company entered into two separate five-year leasing arrangements for the acquisition of two of its HondaJet Elite aircraft. At any time during their term, the Company has the option to purchase either aircraft from the lessor at the aircraft’s fair market value at that time. The leasing arrangements also require the Company to hold a combined liquidity reserve of $500,000 in a separate bank account pledged as security to the lessor, which the Company records as restricted cash on its balance sheet, as well as a maintenance reserve of approximately $690,000 for each leased aircraft, which is held by the lessor in the event the lessor determines that the relevant aircraft is not being maintained in accordance with the lease requirements or to prevent deterioration of the aircraft. Events of default under the leasing arrangements include, among other things, failure to make the monthly payments (with a 10-day cure period), default on other indebtedness, breaches of covenants related to insurance and maintenance requirements, change of control or merger, insolvency and a material adverse change in the Company’s business, operations or financial condition. Please see Note 5 to the Company’s financial statements for the nine months ended September 30, 2025 for a further description of these leasing arrangements.
Current wording
In November 2021 and April 2022, the Company entered into two separate five-year leasing arrangements for the acquisition of two of its HondaJet Elite aircraft. At any time during their term, the Company has the option to purchase either aircraft from the lessor at the aircraft’s fair market value at that time. The leasing arrangements also require the Company to hold a combined liquidity reserve of $500,000 in a separate bank account pledged as security to the lessor, which the Company records as restricted cash on its balance sheet, as well as a maintenance reserve of approximately $690,000 for each leased aircraft, which is held by the lessor in the event the lessor determines that the relevant aircraft is not being maintained in accordance with the lease requirements or to prevent deterioration of the aircraft. Events of default under the leasing arrangements include, among other things, failure to make the monthly payments (with a 10-day cure period), default on other indebtedness, breaches of covenants related to insurance and maintenance requirements, change of control or merger, insolvency and a material adverse change in the Company’s business, operations or financial condition. Please see Note 5 to the Company’s financial statements for the three months ended March 31, 2026 for a further description of these leasing arrangements.
Previous wording
The Company began ramping up its revenue-generating activities during the second half of the year ended December 31, 2022 and those activities continued into 2025. During the next twelve months, the Company intends to fund its operations with funds from its operations, proceeds received from prior drawdowns under the Share Purchase Agreement, as well as proceeds from other prospective financing arrangements. The Company also has the ability to reduce cash burn to preserve capital. There are no assurances, however, that management will be able to raise capital on terms acceptable to the Company. If the Company is unable to obtain sufficient amounts of additional capital, the Company may be required to reduce the near-term scope of its planned development and operations, which could delay implementation of the Company’s business plan and harm its business, financial condition and operating results. The consolidated balance sheets do not include any adjustments that might result from these uncertainties.
Current wording
During the next twelve months, the Company intends to fund its operations with funds from its operations, cash on-hand, as well as proceeds from other prospective financing arrangements. The Company also has the ability to reduce cash burn to preserve capital. There are no assurances, however, that management will be able to raise capital on terms acceptable to the Company. If the Company is unable to obtain sufficient amounts of additional capital, the Company may be required to reduce the near-term scope of its planned development and operations, which could delay implementation of the Company’s business plan and harm its business, financial condition and operating results. The consolidated balance sheets do not include any adjustments that might result from these uncertainties.
Previous wording
Revenue is derived from a variety of sources including, but not limited to, (i) fractional/whole aircraft sales, (ii) fractional ownership and jet card programs, (iii) ad hoc charter through the Jet Token App (replaced by CharterGPT and Ava) and (iv) aircraft management.
Current wording
Revenue is derived from a variety of sources including, but not limited to, (i) fractional/whole aircraft sales, (ii) fractional ownership and jet card programs, (iii) ad hoc charter through CharterGPT and Ava, (iv) direct chartering of its HondaJet Elite aircraft by Cirrus and (v) aircraft management.
Previous wording
The Company accounts for stock awards under ASC 718,Compensation – Stock Compensation. Under ASC 718, stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period or over the nonemployee’s period of providing goods or services. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model.
Current wording
The Company accounts for stock awards under ASC 718,Compensation – Stock Compensation. Under ASC 718, stock-based compensation cost is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s requisite vesting period or over the nonemployee’s period of providing goods or services. The fair value of each stock option or warrant award is estimated on the date of grant using the Black-Scholes option valuation model. As of March 31, 2026, there was approximately $128,000 in unrecognized stock-based compensation, which will be recognized through September 2027.
Showing the first 40 of 41 pairs. Open the source sections for the rest.
Rearranged previous paragraphs (9)
Previous report — wording carried elsewhere
The Transactions are subject to shareholder approval and are expected to close during the fourth quarter of 2025.
Previous report — wording carried elsewhere
After the Transactions Jet.AI will continue to operate and retain its software and intellectual property assets, but will cease to hold its aircraft fractional, jet card and management assets and expects to pursue additional business opportunities in the broader artificial intelligence (AI) and data-center enterprise sectors.
Previous report — wording carried elsewhere
Revenues for the first nine months of 2025 totaled $7.4 million, a $3.4 million decrease from revenues of $10.8 during the comparable period in 2024. Revenues in the 2024 period were comprised of approximately $6.4 of revenues related to our software App and Cirrus charter services (comprised of approximately $3.4 million in software-related revenue and $2.9 million in revenue from the chartering of our HondaJets by our operating partner Cirrus), $2.7 million in services revenue from the management of customers’ aircraft, and $1.8 million in Jet Card revenue for hours flown and other charges based on hours flown.
Previous report — wording carried elsewhere
The following table sets forth a breakout of revenue components by subcategory for the nine months ended September 30, 2025 and 2024.
Previous report — wording carried elsewhere
During the first nine months of 2025, the Company sold 20 prepaid flight hours under its jet card and fractional programs, amounting to $116,000, and recognized $1.0 of revenue for 150 flight hours flown or forfeited, as well as additional charges. These additional charges represent primarily charges for cost reimbursements such as a fuel component adjustment to adjust for changes in fuel prices relative to the jet card and fractional contracts’ base fuel price and reimbursement of federal excise taxes. Prepaid flight hours are recognized as revenue as the flight hours are used or forfeited. At September 30, 2025, the Company recorded deferred revenue of $443,000 on its consolidated balance sheet, which represents prepaid flight hours for which the related travel had not yet occurred.
Previous report — wording carried elsewhere
The decrease in flight hours flown is a direct result of is a direct result of the planned sale of the Company’s aviation assets to flyExclusive.
Previous report — wording carried elsewhere
The following table details the flight hours sold and flown or forfeited, as well as the associated deferred revenues and recognized revenues, respectively, and additional charges for the first nine months of 2025 and 2024:
Previous report — wording carried elsewhere
Our cost of revenue is comprised of payments to Cirrus for the maintenance and management of our fleet aircraft, commissions to Cirrus for their arranging for charters on our aircraft, aircraft lease expense, federal excise tax relating to jet card and third-party charters, and payments to third-party aircraft operators for both charter flights booked through our App, as well as the cost of subcharters for covering jet card flights when our HondaJets were unavailable. The management of our aircraft by Cirrus covers all our aircraft regardless of whether the aircraft are used for program flight hours or charters and includes expenses such as fuel, pilot wages and training costs, aircraft insurance, maintenance and other flight operational expenses.
Previous report — wording carried elsewhere
The Company’s sales and marketing expenses increased by about $44,000 to $676,000 in the first nine months of 2025 from $632,000 in 2024. These expenses are mainly linked to promoting the Company and its programs.