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, 2025, as filed with the SEC on March 6, 2026 (the “Annual Report”), and subsequent reports we have filed with the SEC since that date. 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.

With the Spin-Off having been effected on July 13, 2026, and the closing of the Merger effected shortly thereafter, the Company no longer owns or operates its former fractional and jet card business. As a result, the risk factors identified under the subheading “Risks Related to Our Legacy Charter Business Operating Environment” in Item 1A of the Annual Report are not expected to apply the Company and its business plan on a go-forward basis.

Future business combinations and acquisition transactions, if any, as well as the recently closed Merger with flyExclusive, may not succeed in generating the intended benefits and may adversely affect our business.

Particularly after effecting the Spin-Off in July 2026 and closing the Merger, a component of our strategy is to evaluate strategic transactions or relationships from time to time. The inability of the Company to successfully identify and execute on a strategic transaction, or otherwise integrate acquired businesses or technologies, and any related diversion of management’s attention, could have a material adverse effect on our business, operating results and financial condition. Executing on any acquisitions or strategic transactions may require various closing conditions on the parties and may be subject to regulatory review and approval requirements by governmental entities, or ultimately be prohibited. There is no assurance that we will be able to complete the transactions contemplated by the non-binding LOI we entered into in July 2026, or otherwise execute on other strategic transactions of a similar nature.

Business combinations and other strategic transactions may have a direct adverse effect on our financial condition, results of operations, liquidity or stock price. To complete acquisitions, strategic transactions or other business combinations, we may have to use cash, issue new equity securities with dilutive effects on existing stockholders, take on new debt, assume contingent liabilities or amortize assets or expenses in a manner that might have a material adverse effect on our balance sheet, results of operations or liquidity. These and other potential negative effects of an acquisition transaction could prevent us from realizing the benefits of such transaction and have a material adverse impact on our stock price, financial condition, results of operations and liquidity.