Jet.AI Inc.

Current report

Our $5,250,000 investment in equity certificates issued by Verso Capital 2 SCSP, which track shares of SpaceX preferred stock held through a captable fund, exposes us to substantial risks, including the potential loss of our entire investment.

Current report

In April 2026, we 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”) for an aggregate subscription price of $5,250,000 (inclusive of a subscription fee), and, completed the subscription shortly thereafter. The Certificates were issued by Verso and track shares of SpaceX Exploration Technologies Corp. (“SpaceX”) preferred stock that are held by a captable fund, with each Certificate corresponding to one share of SpaceX preferred stock. Our investment in the Certificates, and the multi-layered cross-border structure through which they are held, present a number of material risks, including not only risks related to SpaceX, its business, key personnel and industry, and its ability to execute on its business plan or consummate an initial public offering (or other strategic transaction), but also risks specific to the Certificates including the following.

Current report

Any one or a combination of the foregoing risks could result in the loss of all or a substantial portion of our $5,250,000 investment in the Certificates, require us to record material impairments or fair value write-downs, or otherwise have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Previous report

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

Previous report

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.

Previous report

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.