依據第424(B)(3)條提交

登記號333-279385

招股說明書

Jet.AI Inc.

30,100,000 普通股股份

這 招股說明書涉及不時轉售最多30,100,000股我們的普通股，每股面值0.0001美元 (「普通股」)，由本文所述的出售股票的股東(與任何該等股東的受讓人合稱， 質權人、受讓人、分配人、受贈人或利益繼承人，「出售股東」)。普通股股份 在此登記的股份包括：(I)我們爲出售而發行的100,000股普通股(「有效股」) 股東於2024年9月3日支付效果費(定義見此)；及(Ii)最多30,000,000股 轉換(X)50股B系列優先股後可發行的普通股，每股票面價值$0.0001(「系列」 B優先股)，由出售股東持有，並根據函件協議(定義見下文)發行(以下簡稱《函件 協議股份「)，及(Y)1,500股可於行使認股權證時發行的B系列優先股(」認股權證“) 由出售股東持有(「認股權證轉股股份」)，連同效力 股份和字母協議股份，簡稱「股份」)。了解更多有關 共享，請參閱“招股說明書摘要- 論出售股東交易.”

我們 本招股說明書涵蓋的股份的登記並不意味着出售股東將要約或出售任何 股出售股東通過私人交易收購股份，豁免證券項下的登記 經修訂的1933年法案（「證券法」）。

我們 將不會從本次發行中出售股份的股東轉售股份中獲得任何收益。所有銷售和其他 出售股東發生的費用將由出售股東支付，但不包括某些法律費用和費用， 將由我們支付。出售股東可出售、轉讓或以其他方式處置本公司提供的任何或全部股份 不時在納斯達克股票市場有限責任公司(「納斯達克」)或任何其他證券交易所、市場或交易機構上發佈招股說明書 股票在其上交易，或在私人交易中。該等股份可由 以固定價格出售股東，出售時的市價，與當時的市價有關的價格，或私下出售 協商好的價格。請參閱標題爲“配送計劃“有關如何銷售的詳細信息 股東可以要約、出售或處置他們的股份。在出售股東行使全部或部分權力的範圍內 對於認股權證，我們將收到該行使的行使價。我們將承擔與我們的義務相關的所有費用和開支。 以登記股份。

我們 普通股在納斯達克交易，代碼爲「JTAI」。2024年10月22日，我們的最後一次報告售價 納斯達克普通股爲每股0.0911美元。

我們 可根據需要通過提交修訂或補充來不時修改或補充本招股說明書。你應閱讀整本 在您做出投資決定之前，請仔細閱讀招股說明書以及任何修訂或補充。

我們 是美國聯邦證券法定義的「新興成長型公司」，因此選擇遵守 減少上市公司報告要求。本招股說明書符合適用於新興發行人的要求 成長型公司。

投資 在我們的普通股中存在風險。在購買任何普通股之前，您應該仔細審查風險和不確定性 從本招股說明書第10頁開始的「風險因素」標題和所包含的文件中描述 參考本招股說明書。

既不 美國證券交易委員會或任何國家證券委員會均已批准或不批准這些證券或通過 根據本招股說明書的充分性或準確性。任何相反的陳述都是刑事犯罪。

的 本招股說明書日期爲2024年10月23日

表 內容

約 本招股說明書

這 招股說明書是我們向美國證券交易委員會(「美國證券交易委員會」)提交的S-1表格註冊說明書的一部分。 據此，出售股東可不時提供及出售或以其他方式處置我們普通股的股份 包含在本招股說明書中。我們將不會從出售股東出售所提供的股份中獲得任何收益 它們在本招股說明書中有描述。我們亦可提交招股章程補充文件或於生效後對註冊說明書作出修訂。 本招股說明書是其中的一部分。招股說明書補充或生效後的修訂可以增加、更新或更改所包含的信息 在這份招股說明書中。如果本招股說明書中的信息與適用的招股說明書補充資料有任何不一致之處 或生效後修訂，應以招股說明書副刊或生效後修訂爲準。註冊 我們提交給美國證券交易委員會的聲明，包括提供討論事項更多細節的展品，本招股說明書是其中的一部分 在這份招股說明書中。您應閱讀本招股說明書、任何生效後的修訂、任何適用的招股說明書附錄及相關 在您做出投資決定之前，向美國證券交易委員會備案的展品。登記聲明和展品可從以下地址獲得 美國證券交易委員會，如標題爲「哪裏可以找到更多信息」一節所示。

你 應僅依賴本招股說明書中包含的信息。我們和銷售股東均未授權任何人提供 除本招股說明書所載者外，閣下不得提供任何資料或作出任何陳述、任何生效後的修訂、 或由吾等或代表吾等擬備的任何適用的招股章程副刊，或吾等已向閣下轉介的任何適用的招股章程副刊。我們和出售方股東 對於其他人可能提供給您的任何其他信息的可靠性，我們不承擔任何責任，也不能提供任何保證。如果有人 爲您提供不同或不一致的信息，您不應依賴它。您應該假設出現的信息 在本招股說明書中，對本招股說明書的任何生效後的修訂和任何適用的招股說明書附錄僅在 日期在各自的封面上。自那以後，我們的業務、財務狀況、運營結果和前景可能發生了變化。 我們和出售股票的股東都不會在任何司法管轄區提出出售我們的普通股的要約 是不允許的。閣下不應假設本招股章程所載資料有任何生效後的修訂及任何適用的 本招股說明書附錄以其各自日期以外的任何日期爲準。我們的業務，財務狀況， 自這些日期以來，運營結果和前景可能發生了變化。你應該仔細閱讀本招股說明書的全文。 做出投資決策。

行業 和市場數據

一些 本招股說明書中包含的市場和行業數據基於獨立行業出版物或其他公開可用的 信息.我們相信，截至其發佈日期，該信息是可靠的，然而，我們尚未獨立 已驗證且無法向您保證此信息的準確性或完整性。因此，您應該意識到市場 和此處包含的行業數據，以及我們基於此類數據的信念和估計可能不可靠。

招股書 總結

這 摘要重點介紹了本招股說明書其他地方包含的或通過引用併入本文的信息。此摘要不包含 在投資我們的普通股之前您應該考慮的所有信息。在決定投資我們的股票之前 普通股，您應仔細閱讀整個招股說明書，包括本招股說明書中題爲「風險」的部分 因素”從第10頁開始。

作爲 除非文意另有所指，本招股說明書中使用的術語「公司」、「Jet.AI」、 「我們」、「我們的」和「我們」是指Jet.AI Inc.（f/k/a牛津劍橋收購公司），及其 合併子公司。

公司 概述

我們 業務戰略將部分噴氣式飛機和包機計劃的概念與人工智能的創新相結合，也提到了 這裏是「AI」。我們有目的地增強價格發現有可能產生更公平、更具包容性的結果 適合飛機所有者和旅客。

我們 該公司於2018年6月4日成立。我們開發並於2019年9月推出了以iOS應用程序JetToken爲代表的預訂平台 (the「App」），最初是一個勘探和報價平台，用於安排與第三方的私人飛機旅行 載波收購HondaJets後，我們開始出售飛機卡和飛機的部分所有權權益。2023年， 我們推出了一款名爲CharterGPt的人工智能增強型預訂應用程序。從2023年開始，我們推出了Jet.AI運營商平台，以提供B2B SaaS產品的軟件平台。目前我們普遍向飛機所有者和運營商提供以下SaaS軟件：

我們 還爲拉斯維加斯金騎士隊和西銳航空隊建立了特定版本的私人飛機按座位預訂工具 通過380 Software LLC。380 Software LLC是我們與Cirrus Aviation之間的按座位包機合資企業。

我們 戰略包括擴大我們的機隊，配備能夠飛行更遠距離的更大飛機，開發國家噴氣式飛機 基於第三方飛機的卡計劃，進一步增強Charter GPt的人工智能功能，並擴展我們的B20億軟件 奉獻。

這個 業務合併

在……上面 2023年8月10日，特拉華州的Jet.AI Inc.(f/k/a Oxbridge收購公司)完成了一項「業務合併」。 根據日期爲2023年2月24日的《企業合併協議和重組計劃》，該協議和重組計劃經第1號修正案修正爲 《企業合併協議》，日期爲2023年5月11日，由牛橋收購公司(以下簡稱牛橋)簽署，合併後 潛艇和噴氣機令牌。根據企業合併協議，牛津劍橋以特拉華州公司的身份重新註冊，並立即 更名爲Jet.AI，Inc.，此後立即：(A)OXAC合併Sub I，Inc.，特拉華州一家公司和一家直接全資子公司 Of Oxbridge(「第一合併子公司」)與Jet Token合併並併入Jet Token，Jet Token在合併後作爲全資子公司倖存下來 Jet.AI Inc.；以及(B)Jet Token與Summerlin Aviation LLC(f/k/a OXAC Merge Sub II，LLC)合併，特拉華州有限責任公司 公司及牛津劍橋的直接全資附屬公司(「第二合併附屬公司」)(每項合併及所有其他擬進行的交易 根據企業合併協議，「企業合併」)。

的 業務合併導致Oxbridge和Jet Token的某些證券被轉換爲公司的證券。因此 業務合併以及公司在業務合併後採取的某些行動，Jet.AI Inc.擁有一類普通股，在納斯達克上市，股票代碼爲「JTAI」。見“管理層的 財務狀況和經營結果的討論與分析-業務合併” 之進一步討論 業務合併條款的規定。

某些 融資安排

之前 就業務合併而言，吾等訂立若干融資安排，旨在向吾等提供以股權爲基礎的 融資，包括(I)於2022年8月4日訂立的購股協議(「購股協議」) 由Jet Token和GEM Year LLC SCS和GEM Year巴哈馬Limited(連同GEM Year LLC SCS，「GEM」)組成，後者是 在企業合併結束時自動分配給公司(「結束」)；及(Ii)遠期購買 於2023年8月6日(經2023年8月31日和2023年10月2日修訂)與(A)氣象資本合夥公司(「MCP」)簽訂的協議， (B)Metora Select Trading Opportunities Master，LP(「MSTO」)；及(C)Metora Strategic Capital，LLC(「MSC」及， 與MCP和MSTO合稱爲MSTO)，用於場外股權預付遠期交易。在……裏面 與業務合併有關，我們還與Maxim簽訂了和解協議Group LLC，承銷商 本公司首次公開招股(「Maxim」)，並與OAC贊助商 有限公司，開曼群島的豁免公司(「保薦人」)，牛津和劍橋的保薦人，各自規定發行股權 以履行牛津和劍橋的付款義務。

看到 “管理層對財務狀況和經營業績的討論和分析-「流動性和資本 資源-概述」 進一步討論這些融資安排和其他最近融資的條款 交易

的 出售股東交易

一般信息

對 2024年3月28日，公司簽訂證券購買協議（「證券購買協議」）並 下文描述的與已完成的私募相關的與出售股東的其他交易文件 於2024年3月29日（「截止日期」），我們統稱爲「出售股東交易」。

根據 根據證券購買協議，公司同意向出售股東發行（a）150股b系列優先股， 可轉換爲普通股股份，（b）購買最多1，500股b系列優先股的授權令 行使價爲每股10，000美元，和（c）250，000股普通股。

的 公司收到的總收益約爲1.5億美元，不包括慣例的安置費和某些金額的報銷 作爲配售代理支付給Maxim的費用以及公司就出售股東交易支付的其他費用。 該金額不包括行使令狀的收益（如果有）。該公司使用最初收到的淨收益 關閉，打算將進一步行使令狀後的收益用於運營資本、資本支出、產品 開發和其他一般企業目的。公司尚未將具體金額的所得款項淨額分配用於上述任何目的。

系列 b優先股

對 2024年3月28日，我們向特拉華州國務卿提交了b系列優先股指定證書， 其中規定發行最多5，000股b系列優先股（「指定證書」）。b系列優先股排名 pari 享有平等 與公司的A系列優先股及其A-1系列優先股以及高級 對公司所有其他股本。

每個 B系列優先股的股份轉換爲我們普通股的若干股份，受某些限制，包括受益 4.99%的所有權限制(根據《證券交易法》第13(D)條頒佈的規則計算 經修訂的1934年生效的《交易法》(以下簡稱《交易法》))，可在61天前調整爲9.99%的實益所有權限制 賣出股東的書面通知。出售股份的股東可不時轉換B系列優先股 轉換爲普通股的股票，它可以清算，然後根據隨後的轉換獲得額外的普通股 其B系列優先股。雖然受益所有權限制對出售股東的股份施加了具有法律約束力的限制 實益所有權在任何時候，它不禁止出售股東在一段時間內獲得普通股 在單獨轉換其B系列優先股的股份時，該股在一段時間內合計超過受益的 所有權限制。

主題 符合前款規定的限制，且只要有有效的登記聲明涵蓋出售 股東轉售B系列優先股轉換後可發行的普通股，即 B系列優先股的股票將在上市後第十個交易日或之前自動轉換爲普通股 B系列優先股這類股票的發行日期。普通股轉換後可發行的普通股數量 B系列優先股的計算方法是將B系列優先股的每股轉換金額除以 價格。轉換金額等於B系列優先股的聲明價值，即10,000美元，外加任何額外的 根據指定證書計算的金額和滯納金。轉換價格等於90%(或，在 退市的情況下，我們的普通股在一段時間內的最低日成交量加權平均價格(VWAP) 從我們向出售股東交付普通股後的第二個交易日開始至結束 在我們普通股的美元總交易量超過適用兌換金額的七倍的交易日， 此類計算的最短期限爲五個交易日，並可進行某些調整。

如果 發生指定證書中定義的某些定義的「觸發事件」，例如違反註冊 2024年3月29日與出售股東簽訂的權利協議（「註冊權協議」），暫停 普通股交易，或者我們未能在轉換權時將b系列優先股轉換爲普通股 被行使，那麼我們可能需要以其設定價值的110%贖回b系列優先股以現金。

的 上述對b系列優先股的描述並不聲稱是完整的，而是通過參考 指定證書，其副本作爲本招股說明書的附件3.5存檔 一部分，並通過引用併入本文。

其他 交易文件

的 令狀行使價最初設定爲每股b系列優先股10，000美元，但可能會因某些事件而調整，例如 作爲股票分拆、發行額外股份作爲股息或其他方式。如果該令狀被全額行使以獲取現金，公司 將獲得約15億美元的額外總收益。公司無法預測何時或是否將行使該令狀。 該逮捕令可能永遠不會被行使。任何時候，當該令狀可行使少於1，000股系列股票時 b優先股，公司有權通過向出售股東付款來贖回全部或部分令狀 每股現金100美元的b系列優先股，否則該優先股將根據該令狀發行。

根據 根據證券購買協議，公司同意向其股東提交一份批准發行股票的建議 在特別會議上根據納斯達克規則轉換B系列優先股時可發行的普通股 在證券購買協議日期後的最早可行日期，但在任何情況下不得遲於 (90)截止日期後90天。公司簽訂了一項表決協議(「表決」 協議》)，與公司臨時首席執行官邁克爾·溫斯頓和贊助商共同持有約 43.6%的公司投票權，截至公司年度股東大會記錄日期，同意投票 贊成這項提議。在2024年9月24日舉行的年度股東大會上，公司尋求股東 根據出售股東交易可能發行普通股的批准，金額爲 發行，可能導致發行普通股的金額超過公司流通股的20% 以低於納斯達克上市規則第5635(D)條所界定的「最低價格」的價格出售普通股。 該公司的股東在年度會議上批准了這種潛在的發行。《證券購買協議》規定 公司將保留不少於B系列優先股轉換後可發行普通股最高股數的200% 已發行股票，使用替代折算方法(「所需儲備額」)。公司與出售股東 已同意所需儲備額爲45,000,000股普通股。爲了履行這一義務，該公司尋求 股東批准修改其公司註冊證書，將普通股的法定股數增加到200,000,000股 在其年度股東大會上。該公司於2024年9月24日獲得批准。

另外， 本公司訂立《登記權協議》，其中規定本公司將登記轉售 在250,000股普通股和B系列優先股轉換後可發行的普通股中，包括 轉換B系列優先股時可發行的普通股可在認股權證行使時發行的普通股。這個 公司被要求在不遲於公司提交以下文件的30天內向美國證券交易委員會提交註冊說明書 截至2023年12月31日止年度的10-K表格年報(下稱「10-K表格」)，但無論如何不得遲於2024年5月15日 (「申請失敗」，以及這樣的截止日期，「提交截止日期」)，並使用其商業上合理的努力 在不遲於(A)60日曆日之前宣佈登記說明書和任何修正案生效 提交10-k表格(或，如果此類登記聲明有待美國證券交易委員會全面審查，則爲後100個日曆日) 及(B)美國證券交易委員會(以口頭或書面形式，以較早者爲準)通知本公司之日起第二個工作日 這種登記聲明將不會被審查或將不會受到進一步審查(「有效性截止日期」)。 本公司根據上述義務在申報截止日期前提交了S-1表格的註冊說明書。因爲這個登記 聲明在生效截止日期前未被美國證券交易委員會宣佈生效，本公司有義務向賣家付款 股東交納100,000美元費用(「效果費」)。2024年9月3日，本公司向銷售人員發出 股東100,000股普通股(「效益股」)，代替現金支付效益費。

對 2024年9月24日，公司與出售股東簽訂書面協議（「書面協議」） 其中闡述了公司與出售股東之間的某些諒解和協議。根據該協議， 出售股東同意不採取行動來保護其在交易文件下的合法權利，涉及 協議書中確定的公司在日期之前已採取或實施的某些行動和交易 協議書。作爲豁免的對價，公司同意解除出售股東及其附屬公司的解除 並向出售股東額外發行了50股b系列優先股。

對 2024年10月10日，公司與出售股東簽訂第二份書面協議（「第二份書面協議」） 其中闡述了公司與出售股東之間的某些諒解和協議。根據第二份書面協議， 出售股東同意不採取行動來保護其在交易文件下的合法權利，涉及 第二份協議書中確定的某些行動和交易。此類行動包括公司提交修正案 提交給SEC的S-1表格（文件號333-281911）的登記聲明和登記的直接發行。的現金代價 豁免後，公司同意更改先前的轉換測量期（定義見指定證書） 發行200股b系列優先股，從2024年3月28日開始，根據指定證書結束。

的 公司還同意賠償出售股東、其成員、經理、董事、高級職員， 合夥人、員工、代理人、代表和根據登記聲明控制出售股東的人員 承擔某些責任，並支付與該公司相關的所有費用和支出（不包括任何承保折扣和銷售佣金） 公司在《註冊權協議》下的義務。

的 根據證券購買協議發行的證券並未根據《證券法》登記，而是根據 根據《證券法》和/或規則第4（a）（2）條豁免《證券法》的註冊要求 根據《證券法》頒佈的D法規第506（b）條。未經註冊，該證券不得在美國發售或出售 或適用的註冊要求豁免。

副本 證券購買協議、投票協議、令狀、登記權協議和信函的內容 協議分別作爲附件10.30、10.31、4.5、10.32和10.39提交，其註冊聲明 本招股說明書構成一部分。上述此類協議和文件的摘要並不完整，並且符合以下條件： 其全部內容通過引用此類協議並通過引用併入本文。

納斯達克 合規

我們的 普通股目前在納斯達克掛牌交易，交易代碼爲「JTAI」。2023年12月1日，公司收到通知 納斯達克上市資格人員通知本公司的納斯達克上市資質人員函(《初步通知函》) 其股東權益金額已降至繼續在納斯達克全球上市所需的最低萬金額1,000美元以下 納斯達克上市規則第5450(B)(1)(A)條(「最低股東權益要求」)。該公司的 截至2023年12月31日，股東赤字爲3963,039美元。最初的通知信還指出，截至9月30日， 2023年，該公司不符合納斯達克全球市場另類上市標準的「市值」 標準或「總資產/總收入」標準。最初的通知信還指出， 公司可以考慮申請將公司的證券轉讓給納斯達克資本市場，這將需要 除其他事項外，本公司須滿足納斯達克資本市場的持續上市要求。2024年8月14日， 納斯達克聽證會小組批准了公司將公司證券從納斯達克全球 納斯達克資本市場入市自2024年8月16日開盤之日起生效。

在……上面 2024年4月14日，公司收到納斯達克追加通知函(《第二通知函》) 聲明本公司不符合納斯達克上市規則第5450(A)(1)條，作爲本公司 普通股已連續30個工作日低於每股1.00美元(「最低投標價格要求」)。通知 違規行爲不會立即影響公司普通股在納斯達克的上市或交易。該公司擁有180家 日曆日，或直到2024年10月14日，以重新遵守最低投標價格要求。要重新獲得合規，最低限度 公司普通股的投標價格必須在至少連續十個工作日內達到或超過每股1.00美元 這是180天的寬限期。如果公司不能在10月前重新遵守最低投標價格要求 14,2024，公司可能有資格獲得額外的180個日曆天的合規期，因爲它選擇將 到納斯達克資本市場。要獲得資格，該公司將 須符合公開持股市值的持續上市要求及所有其他初始上市標準 對於納斯達克資本市場，除投標價格要求外，將需要提供其意向書面通知 在第二個合規期內解決投標價格不足的問題。該公司在此期間未能重新獲得合規 可能會導致退市。該公司打算積極監測其普通股的投標價格，並可能在適當的情況下考慮 實施可用的選項，以重新遵守最低投標價格要求。

對 2024年5月30日，公司收到納斯達克的額外通知函（「第三份通知函」），稱 公司尚未重新遵守繼續上市的最低股東權益要求 在初步通知信中進行了討論，根據其合規計劃，該公司必須在2024年5月29日之前召開該通知信。的 第三份通知信通知公司，除非公司要求在納斯達克聽證會小組（ 「小組」）於2024年6月6日之前，公司普通股將在開業時暫停交易 於2024年6月10日，並向SEC提交25-NSO表格，SEC將刪除公司的證券 在納斯達克上市和註冊（該通知，「退市通知」）。

AS 在第三封通知信中指示，公司 及時要求小組進行聽證，並支付了適用的費用對除名通知提出上訴。退市公告 對公司普通股的上市或交易沒有立竿見影的影響。公司的聽證請求被擱置 本公司證券暫停買賣，本公司證券繼續在納斯達克交易。在8月 2024年14日，關於公司合規計劃的實施，納斯達克聽證會小組批准了公司的 申請將公司證券從納斯達克全球市場轉移到納斯達克資本市場以生效 截至2024年8月16日開盤。此外，納斯達克聽證會小組批准了公司的請求，在 2024年11月26日，以證明其遵守之前提交的計劃，該公司認爲這一最後期限是 可以實現的。公司正在努力糾正退市通知中列出的不足之處，並計劃恢復 在切實可行的範圍內儘快遵守持續上市的規定。

雖然 該公司相信能夠遵守納斯達克的持續上市要求，但無法保證 公司將能夠重新遵守該等要求，或維持遵守任何其他上市要求 在納斯達克要求的時間範圍內或根本沒有，特別是如果公司股價持續低於1.00美元， 期納斯達克認定我們未能達到納斯達克的持續上市標準可能會導致我們的證券 根據退市通知的規定，從納斯達克退市。

風險 因素

我們 業務面臨多種風險，您在做出投資決定之前應該了解這些風險。討論了這些風險 更詳細地參見本招股說明書摘要之後的本招股說明書「風險因素」部分。這些風險包括 以下是：

的 提供

風險 因素

投資 在我們的普通股中存在很高的風險。除了包含或合併的信息、文件或報告 您應仔細考慮本招股說明書以及（如適用）任何招股說明書補充或其他發售材料中的提及 在做出投資決定之前，除本招股說明書中包含的其他信息外，還應了解以下風險。我們 業務、財務狀況或運營結果都可能受到任何這些風險的損害。因此，您可能會失去部分或全部 您對我們普通股的投資。以下描述的風險和不確定性並不是我們面臨的唯一風險和不確定性。額外風險不 我們目前已知的或我們目前未認爲對我們的業務構成重大風險的其他因素也可能損害 我們的業務運營。

風險 與公司業務相關

的 公司是一家經營歷史有限的早期公司。

這個 該公司的前身運營公司Jet Token，Inc.成立於2018年6月4日。因此，本公司的歷史有限 投資者可以據此評估其業績和未來前景。該公司歷史較短，飛機數量有限 以及相關客戶。該公司目前和擬開展的業務將面臨與較新企業相關的所有業務風險。 這些因素包括公司對其市場發展做出反應時可能出現的經營業績波動，管理其業務的困難 增長和競爭對手進入市場。該公司迄今已發生淨虧損，並預計將繼續出現淨虧損 在可預見的未來。該公司不能向您保證在可預見的未來會盈利或產生足夠的 利潤來支付股息。如果公司確實實現了盈利，公司不能肯定它將能夠維持或 提高這種盈利能力。該公司並未持續從運營中產生正現金流，因此無法確定 它將能夠在未來的運營中產生正現金流。爲了實現並保持盈利能力，該公司 必須實現許多目標，包括擴大和穩定其收入來源和增加支付的數量 爲其服務的成員。要實現這些目標，可能需要大量的資本投資。公司不能保證 它將能夠實現這些目標。

的 如果公司未能成功獲得額外融資，可能無法繼續運營其業務，因此， 可能無法繼續經營。

這個 公司依靠其運營資金、融資安排的收益和額外的籌資來維持 它正在進行的運營。該公司在運營中遭受經常性虧損，並積累了大量虧損。結果 在這些經常性運營虧損中，有來自運營活動的負現金流和對額外資本的需求 對公司作爲持續經營企業的持續經營能力產生了極大的懷疑。因此，我國獨立註冊公共會計 公司包括一段解釋性段落，對公司作爲持續經營企業的持續經營能力表示極大懷疑 在其關於公司截至2023年12月31日的年度經審計財務報表的報告中。財務報表有 已根據美國公認會計原則(「GAAP」)編制，該原則設想本公司 將繼續作爲一家持續經營的企業運營。公司的財務報表不包含任何可能導致的調整 如果它不能繼續作爲一個持續經營的企業。不能保證管理層能夠在可接受的條件下籌集資金 致公司。如果公司無法獲得足夠的額外資本，公司可能被要求減少 其計劃的開發和運營的近期範圍，這可能會推遲公司業務計劃的實施，以及 損害其業務、財務狀況和經營業績。在這種情況下，公司可能不得不大幅削減其 運營或推遲、縮減或停止其一個或多個產品的開發，尋求替代融資安排， 宣佈破產或完全終止其業務。

的 公司可能無法成功實施其增長戰略。

這個 該公司的增長戰略包括，通過向非會員開放私人航空來擴大其潛在市場 通過我們的市場，向新的國內市場擴張，並發展鄰近的業務。公司面臨諸多挑戰 在實施其增長戰略方面，包括其在市場、業務、產品/服務和地理擴張方面的執行能力。 該公司的增長戰略依賴於其擴展現有產品和服務的能力等 並推出新的產品和服務。儘管公司投入了大量的財政和其他資源進行擴張 在其提供的產品和服務中，它的努力可能不會在商業上取得成功或取得預期的結果。該公司的 財務業績及其保持或提高競爭地位的能力將取決於其有效衡量 指導其主要市場，並在這些市場中成功識別、開發、營銷和銷售新的或改進的產品和服務 不斷變化的市場。該公司未能成功實施其增長戰略可能會產生實質性的不利影響 關於其業務、財務狀況和運營結果，以及任何潛在的預期成本節省或預期成本估計 收入可能不準確。

的 由於多種因素，公司的經營業績預計難以預測，這也將影響其長期 性能

的 公司預計未來其經營業績將因多種因素而大幅波動，其中許多因素是外部因素 它的控制性且難以預測。因此，公司經營業績的期末比較可能不是 其未來或長期表現的良好指標。以下因素可能會在不同時期影響公司並可能影響 其長期表現：

的 公司的業務主要集中在某些目標地理區域，因此容易受到與擁有相關的風險的影響 地理上集中的業務。

Jet.AI的 客戶群主要集中在美國的某些地理區域。因此，Jet.AI的業務、金融 運營狀況和結果容易受到區域經濟低迷和其他區域因素（包括國家法規）的影響 以及預算限制和惡劣的天氣條件、災難性事件或其他干擾。隨著Jet.AI尋求擴大其現有的 市場，這些地區的增長機會將變得更加有限，並且公司的地理集中度 生意可能會增加。

如果 公司無法內部或外部為其飛機提供融資或產生足夠的資金來支付外部融資 消息人士稱，該公司可能不會成功。

作為 這是航空行業的慣例，該公司依賴外部融資來收購其飛機，並且很可能 未來需要額外的融資來發展其機隊。如果公司無法產生足夠的收入或其他 為支付該租賃安排的付款資金，出租人可能會收回飛機，這將產生重大不利影響 對公司的業務和聲譽。此外，如果公司無法為未來的飛機獲得外部融資， 出於任何原因，包括與公司的業務或前景或更廣泛的經濟有關的原因，公司可以 無法成長和/或生存。

的 公司可能沒有足夠的資本，可能被要求籌集更多資本，隨後的融資條款可能會不利 影響您的投資。

這個 公司預計需要獲得信貸，以支持其在發展過程中的營運資金需求。利率在上升， 而且這是一個以優惠條件獲得信貸的艱難環境。如果本公司在需要時無法獲得信貸，本公司 可能會發行債務或股權證券來籌集資金，修改其增長計劃，或採取一些其他行動。債務證券的利息可能 增加成本並對經營業績產生負面影響，可轉換債務證券可能會稀釋您在 結伴。如果公司不能以優惠的條件獲得額外的資本，那麼它可能會選擇停止其 銷售活動。在這種情況下，唯一剩餘的能夠產生投資回報的資產可能是公司的智力 財產。即使公司沒有被迫停止其銷售活動，資本的缺乏也可能導致公司履行 低於預期，這可能會對您的投資價值產生不利影響。

的 公司的業務和聲譽依賴並將繼續依賴第三方。

的 公司一直依賴第三方應用程式開發商來開發其應用程式的初始版本，並且公司可能會繼續依賴 第三方用於未來開發任何新的或修訂的應用程式的部分。公司依靠第三方應用程式開發商來代替第三方應用程式開發商 無論是內部開發還是由公司首席技術官監督的自由承包商。公司擬 繼續建設內部開發團隊，並逐步減少對外部承包商應用程式開發的依賴。 如果應用程式的進一步開發出現延遲或複雜情況，這可能會導致包括但不包括的困難 僅限於以下內容：

的 公司還預計將嚴重依賴其現有運營合作夥伴西銳航空服務公司來維護和運營公司的 租賃飛機進行包機服務，當客戶通過其平台預訂航班時，公司將依賴第三方運營商 與這些運營商。公司和西銳都積極預訂公司飛機的包機。Cirrus通過以下方式預訂章程 其24小時包機部門和公司通過其應用程式預訂包機。這些第三方未能履行這些職責 適當可能導致公司聲譽受損、客戶損失、潛在訴訟和其他費用。本公司可 他們的工作也會遇到延誤、缺陷、錯誤或其他可能對其結果和能力產生不利影響的問題 實現盈利。

的 公司依賴第三方網際網路、移動和其他產品和服務來提供其移動和網絡應用程式以及飛行 向客戶提供的管理系統以及對公司使用這些服務的任何干擾或干擾都可能 對其業務、財務狀況、運營運績和客戶產生不利影響。

這個 公司平臺的持續和不間斷的表現是其成功的關鍵。該平臺依賴於 互聯網、移動和其他不受公司控制的基礎設施服務的性能和可靠性。而當 本公司已聘請信譽良好的供應商提供這些產品或服務，本公司對業務沒有控制權 第三方供應商使用的設施或系統。這些設施和系統可能容易受到損壞或中斷 免受自然災害、網路安全攻擊、人為錯誤、恐怖襲擊、停電、流行病和類似事件或行為的影響 行為不端。此外，公司第三方服務提供商的任何服務級別的任何更改都可能對 影響公司滿足客戶要求的能力。雖然公司認為它已經實施了合理的 備份和災難恢復計劃，該公司已經經歷過，並預計未來它將經歷、中斷、延遲 以及由於各種因素造成的服務和可用性中斷，這些因素包括基礎設施更改、人員或軟體 錯誤、網站託管中斷、容量限制或公司無法控制的外部因素。持續的或重複的 系統故障將降低公司產品的吸引力，並可能擾亂公司客戶的 做生意。維持和改善我們的表現可能會變得越來越困難，特別是在使用高峰期，因為 公司擴大了其產品和服務範圍。這些中斷引起的任何負面宣傳或用戶不滿都可能 損害公司的聲譽和品牌，可能對公司產品的使用產生不利影響，並可能損害公司的 業務、財務狀況和經營業績。

的 公司依賴第三方維持開放市場來分發其移動和網絡應用程式。

的 該公司應用程式的成功部分依賴於維持開放市場的第三方，包括Apple App Store和Google 播放，使我們的應用程式可供下載。該公司無法保證其分銷其產品的市場 應用程式將維持其當前結構，或者此類市場不會向公司收取列出其應用程式供下載的費用。

的 公司可能無法充分保護其智慧財產權利益或可能被發現侵犯智慧財產權 他人的利益。

的 公司的智慧財產權包括其商標、域名、網站、移動和網絡應用程式、軟體（包括 我們的專有算法和數據分析引擎）、版權、商業秘密和發明（無論是否可申請專利）。公司 相信其智慧財產權在保護其品牌和業務競爭力方面發揮著重要作用。如果 公司沒有充分保護其智慧財產權，其品牌和聲譽可能會受到不利影響，其能力 有效競爭可能會受到損害。

的 公司通過商標、域名和其他措施組合保護其智慧財產權。公司已註冊 其目前在美國使用的商標和域名。公司的努力可能不夠或有效。 此外，公司可能無法阻止競爭對手獲得與以下內容類似或削弱的商標或域名： 其智慧財產權的價值。此外，其他方可能複製或反向工程公司的 應用程式或其他技術產品。此外，公司的專有算法、數據分析引擎或其他軟體或 商業秘密可能會被第三方或公司員工泄露，這可能導致公司失去任何競爭對手 它可能從他們那裡獲得優勢。

在 此外，公司的業務還面臨第三方侵犯其智慧財產權的風險。本公司可 並不總是能夠成功地確保對其智慧財產權的保護、識別或制止對其智慧財產權的侵犯，並且可能 未來需要訴諸訴訟來行使其在這方面的權利。任何此類訴訟都可能導致巨額成本 以及資源的轉移。此外，此類執法工作可能會導致公司智慧財產權被裁定為 權利不可執行。

此外， 航空和科技行業的公司經常受到基於知識產權指控的訴訟 侵權、挪用或其他違法行為。隨著公司的擴張和知名度的提高，知識產權的可能性 針對它的索賠越來越多。此外，公司可能會收購或引入新的技術產品，這可能會增加 公司對專利和其他知識產權索賠的風險敞口。任何針對本公司的知識產權索賠， 無論是否有任何可取之處，和解或訴訟都可能既耗時又昂貴。如果公司沒有成功地進行辯護 這樣的索賠，可能被要求支付大量損害賠償金，或者可能受到禁制令的約束，或者同意和解，從而可能阻止 它無法使用其知識產權或向客戶提供其產品。一些知識產權索賠可能需要 公司尋求許可證以繼續其運營，而這些許可證可能無法以商業合理的條款或 可能會大幅增加公司的運營費用。如果公司無法獲得許可證，則可能需要許可證 開發非侵權的技術替代方案，這可能需要大量的時間和費用。這些事件中的任何一種都可能對 影響公司的業務、財務狀況或運營。

一 延遲或未能識別和設計、投資和實施某些重要的技術、業務和其他舉措可能 對公司的業務、財務狀況和經營運績產生重大影響。

在 為了運營運務、實現目標並保持競爭力，公司不斷尋求識別和設計、投資 實施和追求技術、業務和其他重要舉措，例如與機隊結構相關的舉措， 業務流程、信息技術、旨在確保高質量服務體驗的舉措等。

的 公司的業務和公司運營的飛機的特點是不斷變化的技術、引入和增強 飛機和服務的型號以及不斷變化的客戶需求，包括技術偏好。公司未來成長 財務表現將部分取決於其開發、營銷和整合新服務以及適應最新服務的能力 技術進步和客戶偏好。此外，引入與 公司的產品和服務可能會導致其收入隨著時間的推移而減少。如果公司無法升級其運營 或船隊及時或完全掌握最新技術進步，其業務、財務狀況和運營結果 可能會受苦。

的 公司依賴其信息系統，這些系統可能容易受到網絡攻擊或其他事件的影響。

這個 公司的運營依賴於其資訊系統以及由其收集、處理、存儲和處理的資訊 這些系統。該公司嚴重依賴其電腦系統來管理其客戶帳戶餘額、預訂、定價、處理 和其他過程。公司接收、保留和傳輸某些機密資訊，包括個人身分資訊 客戶提供的資訊。此外，對於這些業務，公司在一定程度上依賴於機密資訊的安全傳輸 通過公共網路向包機運營商提供資訊。公司的資訊系統受到損壞或中斷的影響 因停電、設施損壞、電腦和電信故障、電腦病毒、安全漏洞，包括信貸 信用卡或個人身分資訊洩露、協同網路攻擊、破壞、災難性事件和人為錯誤。如果 公司的平臺被黑客入侵，這些資金可能面臨被盜的風險，這將損害公司的聲譽和 很可能是它的生意。對公司資訊系統的任何重大破壞或網路攻擊，特別是涉及 未經授權或不當的人員訪問、獲取、損壞或使用機密資訊可能會損害公司的 並使其面臨監管或法律行動，並對其業務和財務業績產生不利影響。

因為 公司的軟體可用於收集和存儲個人信息、解決其所在地區的隱私問題 公司的運營可能會給公司帶來額外的成本和責任，或抑制其軟體的銷售。

的 全球隱私問題的監管框架正在迅速發展，並且在可預見的未來可能仍然不確定。許多 政府機關和機構已經通過或正在考慮通過有關收集、使用、儲存和 個人信息披露和違規通知程式。公司還必須遵守法律、規則和法規 與數據安全有關。這些法律、規則和法規的解釋及其對公司軟體的應用 且適用司法管轄區的服務正在進行中，目前無法完全確定。

在 美國，其中包括聯邦貿易委員會、電子貿易委員會授權頒布的規則和法規 《通信隱私法》、《計算機欺詐和濫用法》、《2018年加州消費者隱私法》（「CCPA」）和 與隱私和數據安全相關的其他州和聯邦法律。例如，CCPA要求承保企業提供 向加州居民提供新的披露，為他們提供選擇退出某些個人信息披露的新方式，並允許 為數據泄露提出新的訴訟理由。它包括一個框架，其中包括潛在的法定損害賠償和私人權利 行動上CCPA和其他州新出現的類似隱私法將如何影響公司的業務存在一些不確定性 商業，因為這取決於如何解釋此類法律。隨著公司擴大業務，遵守隱私法可能會 增加其運營成本。

的 公司可能沒有足夠的資金來維持業務直到盈利。

的 公司可能無法準確預測其使用資金的速度以及這些資金是否足以使業務實現 盈利

Jet.AI 面臨與美國稅收相關的風險。

意義重大 在確定Jet.AI的收入撥備時，需要根據對現有稅收法律或法規的解釋進行判斷 稅金。Jet.AI的有效所得稅稅率可能會受到各種因素的不利影響，包括但不限於變化 在具有不同法定稅率的稅收管轄區的收益組合中，遞延稅項資產和負債的估值變化， 現行稅收政策、法律、法規或稅率的變化，不可扣除費用(包括股份)水準的變化 薪酬)、Jet.AI運營地點的變化、Jet.AI未來研發水準的變化 支出、並購或者各稅務機關的審查結果。儘管Jet.AI認為其稅收估計 是合理的，如果國稅局或任何其他稅務機關不同意其納稅申報表上的立場， Jet.AI可能會承擔額外的納稅義務，包括利息和罰款。如果是重要的，在最終付款時支付這些額外的金額 任何糾紛的裁決都可能對我們的運營結果和財務狀況產生實質性影響。

變化 適用的稅法和法規或額外所得稅負債風險可能會影響Jet.AI的業務和未來 盈利

一 該公司的前身牛津劍橋收購公司，是根據開曼群島法律組織的。Jet.AI是美國 公司，因此其全球收入須繳納美國企業所得稅。此外，由於Jet.AI的運營和客戶 Jet.AI位於美國各地，須繳納美國各種州和地方稅。美國聯邦、州、地方和非美國 稅法、政策、法規、規則、法規或法令可能會對Jet.AI產生不利影響 並可能對其業務和未來盈利能力產生不利影響。

為 例如，已經提出了幾項稅收提案，如果獲得通過，將對美國稅法產生重大變化。此類提議 包括將適用於公司（例如Jet.AI）的美國所得稅率從21%提高到28%。國會可以考慮，並且 可以包括與可能進行的稅收改革有關的部分或全部提案。目前尚不清楚這些或類似的 將頒布變更，如果頒布，任何此類變更何時生效。因此通過任何立法 美國聯邦所得稅法的提案和其他類似變化可能會對Jet.AI的業務和未來的盈利能力產生不利影響。

作為 由於計劃擴大Jet.AI的業務運營，包括擴大稅法可能不有利的司法管轄區， 義務可能會發生變化或波動，變得更加複雜或受到稅務機關審查的更大風險， 其中任何一項都可能對Jet.AI的稅後盈利能力和財務業績產生不利影響。

在 如果Jet.AI的業務在國內或國際上擴張，其有效稅率未來可能會大幅波動。 未來有效稅率可能會受到根據GAAP無法記錄稅收優惠的司法管轄區的營運虧損、遞延稅資產和負債的變化或稅法的變化的影響。因素 可能對Jet.AI未來的有效稅率產生重大影響的因素包括但不限於：（a）稅法或 監管環境，（b）會計和稅務標準或實踐的變化，（c）營運收入構成的變化 按稅務司法管轄區和（d）Jet.AI業務的稅前經營運績。

另外， Jet.AI在美國可能要承擔大量的收入、預扣和其他納稅義務，並可能需要納稅 在美國其他許多州、地方和非美國司法管轄區的收入、運營和子公司方面 那些司法管轄區。Jet.AI的稅後盈利能力和財務業績可能會受到波動或受到眾多 因素，包括(A)可獲得減稅、抵免、免稅、退款和其他福利，以減少納稅義務， (B)遞延稅項資產和負債的估值變動(如有的話)；。(C)預計任何遞延稅項資產和負債的釋放的時間和數額。 稅收估值免稅額；(D)以股票為基礎的薪酬的稅務處理；(E)符合下列條件的收益相對數額的變化 不同法域的稅收；(F)潛在的業務擴展到其他法域或以其他方式在其他法域徵稅； (G)改變現有的公司間結構(及與此有關的任何費用)和業務運作，(H)公司間的程度 交易以及相關司法管轄區的稅務機關在多大程度上尊重這些公司間交易，以及(I) 能夠以高效和有競爭力的方式組織業務運營。稅務機關審計或審查的結果 可能會對Jet.AI的稅後盈利能力和財務狀況產生不利影響。此外，美國國稅局 一些外國稅務機關越來越關注與產品銷售相關的公司間轉移定價 以及服務和無形資產的使用。稅務當局可能不同意Jet.AI的公司間指控，跨司法管轄區 轉讓定價或其他事項並評估附加稅。如果Jet.AI不能在任何此類分歧中獲勝，Jet.AI的盈利能力 可能會受到影響。

Jet.AI的 稅後盈利能力和財務業績也可能受到相關稅法和稅率、條約、 法規、行政做法和原則、司法決定及其解釋，在每種情況下，可能具有追溯力 效果

Jet.AI的 利用其淨營運虧損和稅收抵免結轉來抵消未來應稅收入的能力可能會受到某些限制。

在……裡面 一般而言，根據經修訂的1986年《國內稅法》(以下簡稱《守則》)第382條，任何公司如經歷 “所有權變更”使用變更前淨營業虧損結轉(“NOL”)的能力受到限制。 以抵消未來的應納稅所得額。這些限制適用於公司經歷“所有權變更”的情況，這通常是 指特定股東在三年內對其股權所有權的變動(按價值計算)超過50個百分點。 如果公司自成立以來的任何時候經歷了所有權變更，Jet.AI可能會受到其能力的限制 利用其現有的NOL和其他稅收屬性來抵消應納稅所得額或納稅義務。此外，Jet.AI的未來變化 股權可能不在Jet.AI的控制範圍內，這可能會引發所有權變更。州稅法的類似規定 也可能適用於限制Jet.AI使用累積的州稅收屬性。因此，即使Jet.AI獲得淨應納稅所得額 在未來，它能夠使用其變化前的NOL結轉和其他稅收屬性來抵消此類應納稅所得額或納稅義務 可能會受到限制，這可能會導致未來對Jet.AI的所得稅負擔增加。

Jet.AI的 唯一的重大資產是其在子公司中的直接和間接權益，因此，Jet.AI將依賴於分配 從其子公司繳課徵款並支付其公司和其他管理費用，並支付普通股股息（如果有）。

Jet.AI 是一家控股公司，除其在子公司的直接和間接股權外，其沒有重大資產。Jet.AI將 沒有獨立的創收手段。在Jet.AI的子公司擁有可用現金的情況下，Jet.AI將導致其 子公司分配現金以課徵、支付Jet.AI的企業和其他管理費用並支付股息， 如果有的話，則在普通股上。就Jet.AI需要資金而其子公司未能產生足夠的現金流來分配而言 向Jet.AI提供資金或根據適用法律或法規或根據 他們的融資安排，或者無法提供此類資金，Jet.AI的流動性和財務狀況可能 受到重大不利影響。

風險 與公司運營環境相關

需求 因公司的產品和服務可能因其無法控制的因素而下降。

需求 私人飛機包機可能會受到影響航空旅行的因素的負面影響，例如不利的天氣條件、 傳染病和其他自然事件的爆發、恐怖主義和安全篩查要求的增加。

在 特別是，大流行的復發，無論是COVID-19還是其他，都可能導致航空旅行的下降。此外，重新強加 旅行限制和其他旨在遏制任何此類病毒傳播的措施可能會導致需求下降 航空旅行。如果旅行量在相當長的一段時間內保持普遍下降，該公司可能無法與更成熟的公司競爭 運營商可能無法在中期或根本實現盈利。

更多 總體而言，公務機旅行與經濟表現高度相關，經濟低迷，如當前的經濟 受到高通貨膨脹率、利率上升和消費者信心低迷的不利影響的環境 可能會對商務機的使用產生直接影響。該公司的客戶可能會考慮通過其 產品和服務是一種奢侈品，特別是與商業航空旅行相比。因此，任何經濟低迷 對公司客戶的消費習慣產生不利影響，可能會導致他們減少旅行頻率，並 旅行範圍，使用商業航空公司或其他被認為比公司更經濟的方式旅行 產品和服務。例如，從2008年開始，在宏觀經濟狀況疲軟的情況下，公司和高管 噴射機航空業和使用公務機的公司經歷了更嚴格的政治和媒體審查。很有可能 目前的經濟低迷將在一段時間內影響私人飛機旅行的需求。

任何 在這些導致私人飛機旅行需求下降的因素中，可能還會導致延誤，從而降低吸引力 私人包機旅行與其他交通工具相比，特別是較短距離的旅行，這是我們的主要 目前的市場。延誤還會讓乘客感到沮喪，影響公司的聲譽，並可能降低機隊的利用率 以及由於航班取消和包機預訂而增加的成本。該公司可能會經歷需求下降，以及 如果它的一架飛機或通過我們平臺預訂的飛機或任何實際的飛機發生事故，名譽受損 或涉嫌客戶違法濫用其平臺或飛機。對公司產品和服務的需求可能 由於與其他運輸方式相比，私人包機旅行成本增加的行動也有所下降，特別是努力 旨在應對氣候變化，如碳稅倡議或其他行動。上述情況或事件中的任何一種 減少對私人飛機包機的需求可能會對公司建立業務和實現 盈利能力。

的 公司面臨著激烈的競爭，市場參與者眾多，財務資源豐富，運營經驗豐富。

的 私人航空旅行行業競爭異常激烈。影響該行業競爭的因素包括價格、可靠性、 安全、法規、專業聲譽、飛機可用性、設備和質量、一致性和易於服務、意願 以及為特定機場或地區提供服務的能力以及投資要求。該公司計劃與私人飛機包機競爭 以及部分噴氣式飛機公司以及公務機包機公司。私人飛機包機公司和公務機包機 公司擁有眾多競爭優勢，能夠吸引客戶。Jet.AI可以使用較小的機隊 而區域重點使其處於競爭劣勢，特別是在其對想要旅行的商務旅客的吸引力方面 海外

的 部分私人飛機公司和許多公務機包機公司可以獲得更大的機隊，並且擁有更大的 財政資源，這將使他們能夠更有效地為客戶服務。由於公司規模相對較小， 它更容易受到競爭活動的影響，這可能會阻止公司達到所需的銷售水平 維持盈利運營。

最近 行業整合，例如VistaJet收購XOJEt和JetSmarter以及Wheels Up收購達美航空 私人噴氣機隊以及公務機服務公司Gama Aviation以及未來加強的整合可能會進一步加劇 公司面臨的競爭環境。

那裡 不能保證公司的競爭對手不會成功地占領我們現有或潛在客戶的份額 基地任何這些風險的實現都可能對公司的業務、財務狀況和業績產生不利影響 的運營。

航空 企業通常受到超出其控制範圍的因素的影響，包括：機場空中交通擁堵;機場時段限制; 空中交通管制效率低下;自然災害;惡劣天氣條件，例如颶風或暴風雪;增加和變化 安全措施;不斷變化的監管和政府要求;新的或不斷變化的旅行相關稅;或疾病爆發; 其中任何情況都可能對公司的業務、經營運績和財務狀況產生重大不利影響。

喜歡 與其他航空公司一樣，該公司的業務受到其無法控制的因素的影響，包括 機場，機場時段限制，空中交通管制效率低下，自然災害，不利天氣條件，增加和 不斷變化的安全措施、不斷變化的監管和政府要求、新的或不斷變化的與旅行有關的稅收或疫情 疾病的威脅。導致航班延誤的因素讓乘客感到沮喪，增加了運營成本，減少了收入，這反過來又可能 對盈利能力產生不利影響。在美國，聯邦政府單獨控制著美國所有的空域和航空運營商 完全依賴聯盟航空局以安全、高效和負擔得起的方式運營該空域。空中交通管制系統， 由美國聯盟航空局運營的航空公司在管理美國航空旅行日益增長的需求方面面臨挑戰。美國空中交通管制員經常 依賴過時的技術，這些技術經常使系統不堪重負，迫使航空運營商飛行效率低下的間接航線，從而導致 延誤和運營成本增加。此外，目前國會面臨的一些提案可能會導致 美國空中交通管制系統的私有化，這可能對該公司的業務產生不利影響。

不良 天氣狀況和自然災害，例如颶風、冬季暴風雪或地震，可能會導致航班取消或嚴重 延誤了.由於惡劣天氣條件或自然災害、空中交通管制問題或效率低下而取消或延誤， 安全漏洞或其他因素可能會對公司產生更大的影響，而競爭對手可能能夠收回更多資金 迅速從這些事件中消失，因此可能對公司的業務、經營運績產生重大不利影響 和財務狀況比其他航空公司更好。客運量的任何普遍減少都可能產生重大影響 對公司的業務、經營運績和財務狀況造成不利影響。

的 飛機的運行面臨各種風險，未能保持可接受的安全記錄可能會對 我們獲得和留住客戶的能力。

這個 航空器的運行面臨各種風險，包括災難性災難、墜毀、機械故障和碰撞，這些風險 可能導致生命損失、人身傷害和/或財產和設備的損壞。該公司未來可能會遭遇事故。 這些風險可能危及其客戶、人員、第三方、設備、貨物和其他財產的安全(公司的 和第三方)，以及環境。如果發生這些事件中的任何一種，公司可能會經歷收入損失， 終止客戶合同、提高保險費率、訴訟、監管調查和執法行動(包括潛在的 公司船隊停飛和暫停或撤銷其經營權限)以及對其聲譽和客戶的損害 兩性關係。此外，如果公司運營或包租的飛機發生事故，公司可能會 對由此造成的損害負責，這可能涉及受傷乘客和已故乘客倖存者的索賠。可能會有 不能保證該公司在發生此類損失時可獲得的保險金額是否足以覆蓋 該等損失，或本公司不會因該等事件而被迫承擔重大損失，不論其承保範圍為何。

此外， 任何飛機事故或事件，即使已全額投保，也無論涉及公司或其他私人飛機運營商，都可能 讓公眾認為該公司不如其他私人飛機運營商安全或可靠，這可能會導致客戶 失去信心並轉向其他私人飛機運營商或其他交通工具。此外，任何飛機事故 或事件，無論涉及公司還是其他私人飛機運營商，也可能影響公眾對行業的看法 安全性，這可能會降低客戶的信任度。

的 公司花費了相當大的成本來維持（i）其安全計劃、（ii）其培訓計劃和（iii）其車隊的質量 飛機公司無法保證這些成本不會增加。同樣，公司無法保證其努力將 提供足夠的安全水平或可接受的安全記錄。如果公司無法保持可接受的安全記錄， 公司可能無法留住現有客戶或吸引新客戶，這可能會對其產生重大不利影響 業務、財務狀況和經營運績。

的 航空業的飛行員供應有限，可能會對公司的運營和財務狀況產生負面影響。 勞動力成本的增加可能會對公司的業務、運營運績和財務狀況產生不利影響。

的 公司的飛行員須遵守嚴格的飛行員資格和機組人員飛行培訓標準，除其他外 要求飛行員最短的飛行時間，並強制執行嚴格的規則以儘量減少飛行員的疲勞。有效存在此類要求 限制合格飛行員候選人的供應，並提高飛行員薪津和相關勞動力成本。飛行員短缺將需要 該公司將進一步增加勞動力成本，這將導致其盈利大幅減少。這些要求也會影響 公司運營所需雇用的飛行員安排、工作時間和飛行員人數。

在 此外，如果無法及時培訓飛行員，公司的運營和財務狀況可能會受到負面影響 方式由於美國聯邦航空局資格標準下的飛行小時要求，全行業缺乏合格飛行員 以及其他行業參與者的招聘需求造成的流失，飛行員培訓時間表顯著增加， 強調飛行模擬器、教練員和相關培訓設備的可用性。因此，公司的培訓 試點可能無法以具有成本效益的方式或足夠及時的方式完成，無法支持公司的運營需求。

試點 流失可能會對公司的運營和財務狀況產生負面影響。

在 近年來，該公司觀察到，由於其他地區飛行員薪津和花紅的增加，飛行員流失率出現了顯著波動。 行業參與者以及貨運、低成本和超低成本航空公司的增長。如果流失率高於可用性 如果更換飛行員，公司的運營和財務業績可能會受到重大不利影響。

的 公司因維護而面臨運營中斷的風險。

的 公司的車隊需要定期維護工作，這可能會導致運營中斷。公司無力履行職責 及時的維護和維修可能會導致其飛機利用不足，這可能會對其業務、財務產生不利影響 運營的條件和結果。有時，機身製造商和/或監管機構要求強制或建議 對特定機隊進行修改，這可能意味著必須停飛特定類型的飛機。這可能會導致運營 擾亂公司並給公司帶來重大成本。此外，隨著公司飛機基地的增加，維護成本 可能會增加。

顯著 燃料成本的增加可能會對公司的業務、財務狀況和經營運績產生重大不利影響。

燃料 對於公司飛機的運營以及公司開展運輸服務的能力至關重要。 燃料成本是公司運營費用的關鍵組成部分。燃料成本大幅增加可能會產生負面影響 公司的收入、利潤率、運營費用和運營運績。雖然公司可能能夠通過增加 燃油成本轉嫁給客戶，燃油附加費的增加可能會影響公司的收入和保留，如果長期存在 高燃料成本的情況發生。燃油成本顯著增加，影響了公司的客戶數量 選擇乘坐飛機，可能會對公司的業務、財務狀況和經營運績產生重大不利影響。

如果 繼續建立強大的品牌認同和提高會員滿意度和忠誠度的努力並不成功，公司可能 無法吸引或留住會員，其經營運績可能受到不利影響。

這個 公司必須繼續為其產品和服務建立和保持強大的品牌認同感，這些產品和服務已經隨著時間的推移而擴大。“公司”(The Company) 相信強大的品牌認同感將繼續在吸引會員方面發揮重要作用。如果公司致力於推廣和 維持自己的品牌都不成功，公司的經營業績和我們吸引會員等客戶的能力可能 受到不利影響。公司成員和其他客戶可能會不時對其產品表示不滿 和服務提供，部分原因可能是公司無法控制的因素，如時間和可用性 由當時的政治、監管或自然條件導致的飛機和服務中斷。在一定程度上不滿意 隨著本公司產品和服務的普及或未得到充分解決，本公司的品牌可能會受到不利影響 它可能會受到影響，吸引和留住會員的能力可能會受到不利影響。關於公司的擴張計劃 為了進入更多的市場，公司還需要建立自己的品牌，如果不成功，公司的 新市場的業務將受到不利影響。

任何 未能提供高質量的客戶支持可能會損害公司與客戶的關係，並可能會產生不利影響 公司的聲譽、品牌、業務、財務狀況和運營運績。

穿過 公司的營銷、廣告和與客戶的溝通，公司為其品牌定下了雄心勃勃的基調 但也觸手可及。公司致力於通過提供的體驗創造高水平的客戶滿意度 它的團隊和代表。其產品的易用性和可靠性，包括提供高質量客戶支持的能力， 幫助公司吸引和留住客戶。該公司提供有效和及時支持的能力在很大程度上取決於 關於其吸引和留住能夠支持公司客戶並具有足夠知識的熟練員工的能力 關於公司的產品和服務。隨著公司業務的不斷增長和平臺的不斷完善，公司將面臨 在更大規模上提供高質量支持方面的挑戰。未能提供有效的客戶支持或市場 認為公司沒有保持高質量的支持，可能會對公司的聲譽、品牌、業務、 財務狀況和經營結果。

的 對公司服務的需求受季節性波動的影響。

需求 該公司的服務將在一年中波動，夏季和假期期間更高。 在需求較高期間，公司向客戶提供商定水平服務的能力可能會下降， 這可能會對公司的聲譽及其成功能力產生負面影響。

變化 違反法律或法規，或未能遵守任何法律或法規，可能會對我們的業務、投資和業績產生不利影響 的運營。

我們 受國家、地區和地府制定的法律法規的約束。該公司的業務受到重大 美國聯盟航空局、運輸安全管理局(TSA)的監管以及“瞭解你的客戶”的義務和其他 法律法規。有關銷售公司產品或服務的法律法規可能會發生變化，如果 那麼，銷售公司的產品或服務可能不再可能或不再有利可圖。此外，我們還被要求 遵守某些美國證券交易委員會和其他法律要求。遵守和監測適用的法律和法規可能很困難， 既耗時又昂貴。這些法律和條例及其解釋和適用也可能不時改變， 這些變化可能會對我們的業務、投資和運營結果產生實質性的不利影響。此外，未能 遵守解釋和應用的適用法律或法規，可能會對我們的業務和我們的 手術的結果。

的 公司未來未能吸引和留住高素質人才可能會損害其業務。

的 公司相信其未來的成功在很大程度上取決於其保留或吸引高素質管理層、技術人員的能力 和其他人員。公司可能無法成功留住關鍵人員或吸引其他高素質人員。 如果公司無法留住或吸引大量合格的管理人員和其他人員，公司可能無法 能夠發展和擴大其業務。

風險 與普通股所有權相關

的 公司從未對其股本支付現金股息，Jet.AI預計在可預見的未來也不會支付股息。

的 公司從未對其股本支付現金股息，目前打算保留任何未來收益來資助公司的增長 其業務，但優先股的強制股息支付除外，須遵守德拉瓦州法律。任何支付股息的決心 未來將由董事會自行決定，並取決於Jet.AI的財務狀況、經營運績、資本 要求、一般業務狀況以及董事會可能認為相關的其他因素。因此，資本增值（如果有的話）， Jet.AI的普通股將成為可預見的未來的唯一收益來源。

的 公司的股價可能會波動，您可能無法以或高於您購買股份的價格出售股份 或實現您的逮捕令的任何價值。

波動 普通股價格的波動可能會導致您全部或部分投資的損失。如果我們的證券市場活躍 隨著發展和持續，普通股的交易價格可能會波動，並因各種因素而大幅波動， 其中一些超出了我們的控制範圍。

因素 影響我們普通股交易價格的可能包括：

廣泛 無論我們的經營運績如何，市場和行業因素都可能對我們證券的市場價格造成重大損害。股票 總體市場和納斯達克都經歷了價格和成交量波動，這些波動往往與 受影響的特定公司的經營運績。這些股票以及我們證券的交易價格和估值， 可能無法預測。投資者對散戶股票或其他公司股票市場失去信心 無論我們的業務、前景、財務狀況或結果如何，被認為與Jet.AI相似都可能壓低我們的股價 的運營。Jet.AI證券市場價格下跌也可能對其發行額外債券的能力產生不利影響 證券及其未來獲得額外融資的能力。

反收購 公司註冊證書和適用法律中包含的條款可能會損害收購嘗試。

的 公司的註冊證書賦予董事會某些可能導致延遲或預防的權利和權力 其認為不受歡迎的收購。上述任何具有拖延或威懾作用的規定和條款 控制權變更可能會限制股東獲得我們證券股份溢價的機會，而且還可能 影響一些投資者願意為我們的證券支付的價格。

如果 我們未能遵守納斯達克的持續上市要求，我們將面臨可能的退市，這將導致有限的 我們的股票公開市場，限制我們獲得現有流動性設施的能力，並使獲得未來融資變得更加困難 為我們

我們的 普通股目前在納斯達克掛牌交易，交易代碼為“JTAI”。2023年12月1日，公司收到了初步的 納斯達克上市資格人員通知公司納斯達克持股量 股本已跌破1,000美元的萬最低股東權益要求。公司股東的 截至2023年12月31日的赤字為3963,039美元。最初的通知信還指出，截至2023年9月30日，公司 不符合納斯達克全球市場另類上市標準的“市值”標準或“合計” 資產/總收入“標準。最初的通知函進一步指出，公司可能會考慮申請 將公司的證券轉讓給納斯達克資本市場，這將要求公司除其他外 事物，符合納斯達克持續上市的要求。2024年8月14日，納斯達克聽證會小組 批准公司將公司證券從納斯達克全球市場轉移到納斯達克資本市場的請求，使其生效為 於2024年8月16日開盤。

在……上面 2024年4月14日，公司收到納斯達克追加通知函(《第二通知函》) 聲明本公司不符合納斯達克上市規則第5450(A)(1)條，作為本公司 A類普通股已連續30個工作日低於1.00美元的最低投標價格要求。通知 違規行為不會立即影響公司普通股在納斯達克的上市或交易。該公司擁有180家 日曆日，或直到2024年10月14日，以重新遵守最低投標價格要求。要重新獲得合規，最低限度 公司普通股的投標價格必須在至少連續十個工作日內達到或超過每股1.00美元 這是180天的寬限期。如果公司不能在10月前重新遵守最低投標價格要求 14,2024，公司可能有資格獲得額外的180個日曆天的合規期，因為它選擇將 到納斯達克資本市場。要獲得資格，該公司將 須符合公開持股市值的持續上市要求及所有其他初始上市標準 對於納斯達克資本市場，除投標價格要求外，將需要提供其意向書面通知 在第二個合規期內解決投標價格不足的問題。該公司在此期間未能重新獲得合規 可能會導致退市。該公司打算積極監測其普通股的投標價格，並可能在適當的情況下考慮 實施可用的選項，以重新遵守最低投標價格要求。

2024年5月30日， 公司收到納斯達克的額外通知信（「第三份通知信」），稱 公司尚未重新遵守討論的繼續上市的最低股東權益要求 在初步通知信中，根據其合規計劃，該公司必須在2024年5月29日之前提交該通知信。第三條通知 信函通知公司，除非公司要求在納斯達克聽證會小組（「小組」）舉行上訴聽證會 截至2024年6月6日，公司普通股將於2024年6月10日開業時暫停交易，並且 將向SEC提交表格25-NSO，SEC將取消該公司的證券的上市和註冊 在納斯達克（此類通知，「退市通知」）。

如中所述 在第三封通知函中，公司及時要求在陪審團面前舉行聽證會，並支付了適用的費用對退市提出上訴 注意。退市通知對本公司普通股的上市或交易並無即時影響。 本公司的聽證請求暫停了本公司證券和本公司證券的交易 繼續在納斯達克上交易。2024年8月14日，為落實公司合規計劃，納斯達克 聽證會小組批准了公司將公司證券從納斯達克全球市場轉移到 《納斯達克資本市場》自2024年8月16日開盤之日起生效。進一步，納斯達克聽證會小組批准 該公司要求在2024年11月26日之前證明遵守其先前提交的計劃，這是一個最後期限 該公司認為是可以實現的。公司正在努力糾正退市通知中列出的不足之處，並計劃重新遵守 繼續上市的要求在切實可行的範圍內儘快實現。

雖然 該公司相信能夠遵守納斯達克的持續上市要求，但無法保證 公司將能夠重新遵守所有適用要求或維持遵守任何其他上市要求 在納斯達克要求的時間範圍內或根本沒有，特別是如果公司股價持續低於1.00美金， 期納斯達克認定我們未能達到納斯達克的持續上市標準可能會導致我們的證券 根據退市通知的規定，從納斯達克退市。

一個 我們的普通股退市和我們無法在另一個國家證券市場上市可能會產生負面影響 美國：(1)降低我們普通股的流動資金和市場價格；(2)減少願意 持有或收購我們的普通股，這可能對我們籌集股權融資的能力產生負面影響；(Iii)限制 我們使用某些註冊聲明提供和出售可自由交易的證券的能力，從而限制了我們訪問 公共資本市場；以及(Iv)削弱我們向員工提供股權激勵的能力。此外，退市的 我們的普通股將阻止我們能夠根據股份購買協定獲得融資。此外，本公司可 如果其股份不再持有，則必須以現金支付根據購股協定應支付的800,000美元承諾費的全部或部分 已列出。公司可能沒有足夠的資金來支付這樣的費用。請參閱“管理層的討論與分析 財務狀況和經營結果--流動資金和資本資源。

股東 由於轉換後發行額外普通股股份，其所有權權益可能會被稀釋 b系列優先股，特別是由於b系列優先股的轉換率波動，設定為 轉換後立即期間我們普通股的市場價格。

我們 通過發行B系列優先股等證券，籌集了約1.5億美元的萬融資 在出售股東交易中，並可在認股權證行使時增發B系列優先股 最高可達1500萬美元。B系列優先股的股票自動轉換為我們普通股的股票，受某些條件限制 條件和限制，由10^日以90%的交易換算價發行後的交易日 我們普通股的價格，如果我們從納斯達克退市，則為80%。請參閱“招股說明書摘要-出售股東 交易。“這可能會對公司現有股東造成實質性稀釋。因為轉換價格 是基於轉換時我們普通股的交易價格，即B系列優先購買的股票數量 股票可以轉換，可以增加，但沒有上限。如果我們普通股的交易價格在轉換時處於低位 如果可轉換債券的價格確定，我們將被要求發行更多普通股以供出售 這可能會對我們的股東造成很大的稀釋。此外，B系列賽的持有者優先 股票轉換，然後出售我們的普通股，這可能會導致我們的普通股供需失衡和 大幅降低我們的股票價格。我們的股價跌得越多，轉換價的調整幅度就越大。 而我們在轉換時必鬚髮行的普通股數量就越多，導致我們的 股東。因為基於市場價格的轉換公式可能會導致股價大幅下跌和相應的負面影響 對公司及其股東的影響，可轉換證券融資以市場價格為基礎的轉換比率俗稱為 被稱為“無地板”、“有毒”和“死亡螺旋”，敞篷車。

的 根據股份購買協議和GEm令狀發行額外普通股可能會導致未來的稀釋 Jet.AI股東並對普通股的市場價格產生負面影響。

的 業務合併、遠期購買協議以及我們現有的現金和現金等值物的收益可能不足以 滿足我們的流動資金需求，我們打算利用股份購買協議來滿足我們的現金需求。此外，我們的估計可能 事實證明這是不準確的，我們的資本資源可以比目前預期更快地使用。此外，隨著情況的變化，一些 其中可能超出了我們的控制範圍，也可能導致我們支出資本的速度遠遠快於我們目前的預期，而且我們可能 需要比計劃更早尋求額外資金。在這種情況下，可能會對公司的 股東。

在 除了提款後出售給GEm的股份外，股份購買協議還賦予GEm獲得（i）承諾付款 以現金或普通股支付800，000美金的費用和（ii）GEm令狀。根據GEm令狀可發行的股份為 按業務合併結束時的完全稀釋基礎計算，其中計算包括行使後可發行的股份 當時尚未發行的JTAIW令、私募股權令、合併對價令、Jet Token期權和 Jet Token RSU獎。如果JTAIW令、私募令、合併對價令、Jet Token期權和/或 Jet Token RSU獎勵並未全部或根本行使，而GEm行使GEm許可證，那麼GEm持有的金額可能遠多於 非稀釋基礎上占Jet.AI流通普通股的6%。

如果 Jet.AI普通股上市一周年後10個交易日的平均收盤價 低於GE令狀當時當前行使價的90%，則GE令狀的行使價可能會進行調整 降至我們當時當前交易價格的110%。

的 根據GEm令狀和購股協議發行普通股將導致未來Jet.AI股東的稀釋 並可能對普通股的市場價格和Jet.AI獲得額外融資的能力產生負面影響。見「管理層的 財務狀況和經營運績的討論和分析-流動性和資本資源-概述- 股份購買協議」了解對GEm令狀的描述。

某些 現有股東以低於此類證券當前交易價格的價格購買了我們的證券，並且可能會經歷積極的情況 基於當前交易價格的回報率。

給定 與當前交易相比，我們的一些股東為收購部分證券而支付的購買價格相對較低 根據我們普通股股票的價格，這些股東在某些情況下可能會獲得正的投資回報率，這 可能是一個顯著的正回報率，這取決於我們普通股股票當時的市場價格 選擇出售他們的普通股股份。

公共 由於價格較低，股東可能無法體驗到他們購買的證券相同的正回報率 我們的一些股東，特別是贊助商和Meteora，收購了我們普通股的股份或GEm可能收到的價格 根據股份購買協議提取時的股份。

銷售 我們、我們的重要股東或公開市場上的出售股東對普通股的看法 或以其他方式可能導致普通股市場價格下跌，而出售股東可能會獲得大量收益。

的 在公開市場或其他地方出售普通股股份，特別是發起人和我們的高級職員或董事的銷售 禁售限制於2024年8月到期，或出售股東，或認為此類出售 可能發生，可能會損害我們普通股的現行市場價格。這些銷售，或這些銷售可能發生的可能性， 也可能使我們將來更難在認為合適的時間和價格出售股票證券。 即使我們的業務表現良好，普通股的轉售也可能導致我們證券的市場價格大幅下跌。

Certain stockholders purchased or were issued securities at prices that may be significantly below the trading price of our Common Stock:

In connection with an extraordinary general meeting of Oxbridge shareholders in November 2022, in which Oxbridge asked its shareholders to vote to extend the date by which Oxbridge had to consummate a business combination, the holders of 10,313,048 Class A Ordinary Shares or approximately 90.0% of the shares with redemption rights at the time exercised their right to redeem their shares for cash at a redemption price of approximately $10.22 per share, for an aggregate redemption amount of $105,424,960. Subsequently, in connection with the Business Combination, holders of 1,144,215 of Oxbridge’s Class A Ordinary Shares, or approximately 96.4% of the shares with redemption rights at the time, exercised their right to redeem their shares for cash at a redemption price of approximately $11.10 per share, for an aggregate redemption amount of $12,655,017. On August 8, 2023, pursuant to the Forward Purchase Agreement, Meteora purchased 663,556 of the Class A Ordinary Shares from third parties through a broker in open market transactions or by reversing previously submitted redemption requests and waived its redemption rights with respect to these shares. Furthermore, Meteora purchased an additional 548,127 such shares.

We have an effective registration statement (SEC File No. 333-274432) covering the resale of up to 32,330,074 shares of Common Stock held by, or available upon exercise of warrants or other convertible securities by, certain of our stockholders, as well as the issuance by us of shares of Common Stock upon exercise of our outstanding warrants. Given the substantial number of shares of Common Stock registered for potential resale by these stockholders, the sale of shares by them, or the perception in the market that they intend to sell shares, could increase the volatility of the market price of our Common Stock or result in a significant decline in the public trading price of our Common Stock. Many of these stockholders have or may acquire their shares at a significant discount to the market price of our Common Stock. This will create an incentive for such stockholders to sell shares of our Common Stock because they purchased the shares at prices lower than the then-current trading price.

If securities or industry analysts do not publish or cease publishing research or reports about Jet.AI, its business or its market, or if they change their recommendations regarding the Common Stock adversely, the price and trading volume of the Common Stock could decline.

The trading market for the Common Stock will be influenced by the research and reports that industry or securities analysts may publish about Jet.AI, its business, its market or its competitors. If any of the analysts who may cover Jet.AI change their recommendation regarding the Common Stock adversely, or provide more favorable relative recommendations about its competitors, the price of the Common Stock would likely decline. If any analyst who may cover Jet.AI were to cease their coverage or fail to regularly publish reports on Jet.AI, we could lose visibility in the financial markets, which could cause the stock price or trading volume of Jet.AI securities to decline.

The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our stockholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year (i) following August 16, 2026, the fifth anniversary of our Initial Public Offering of units, which closed on August 16, 2021 (“IPO”), (ii) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or (iii) in which we are deemed to be a large accelerated filer, which means the market value of our the shares of Common Stock that are held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three year period.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict if investors will find our Common Stock less attractive because we will rely on these exemptions. If some investors find our Common Stock less attractive as a result, there may be a less active trading market for our Common Stock and our share price may be more volatile.

Risks Related to This Offering

The Selling Stockholder may choose to sell the Shares at prices below the current market price of our Common Stock.

The Selling Stockholder is not restricted as to the prices at which they may sell or otherwise dispose of the Shares covered by this prospectus. Sales or other dispositions of the Shares below the then-current market price of the Common Stock could adversely affect the market price of our Common Stock.

We will have broad discretion as to the proceeds that we receive from the cash exercise by any holder of the Warrant, and we may not use the proceeds effectively.

We will not receive any of the proceeds from the sale of the Shares by the Selling Stockholder pursuant to this prospectus. If we receive stockholder approval to increase the number of authorized shares of Common Stock and file an additional registration statement, we may receive up to approximately $15.0 million in aggregate gross proceeds from cash exercises of the Warrant, if any, and to the extent that we receive such proceeds, we intend to use the net proceeds from cash exercises of the Warrant for working capital and general corporate purposes. Our management will have broad discretion in the application of such proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and we could spend the proceeds in ways our stockholders may not agree with or that do not yield a favorable return, if at all. You will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used in a manner agreeable to you. You will be relying on the judgment of our management concerning these uses and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our Common Stock to decline.

You may experience future dilution as a result of issuance of certain of the securities issued in connection with the Selling Stockholder Transaction, future equity offerings by us and other issuances of our Common Stock or other securities. In addition, the issuance of such securities and future equity offerings and other issuances of our Common Stock or other securities may adversely affect our Common Stock price.

The Shares will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial number of shares of our Common Stock may be sold in the public market following this offering. If there are significantly more shares of our Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock. The issuance of the Shares or any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could also adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

In addition, in order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share as prior issuances of Common Stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock or securities convertible into Common Stock in future transactions may be higher or lower than the prices per share. In addition, the exercise price of the Warrant for the Warrant Shares may be lesser or greater than the price per share previously paid by certain investors. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of Common Stock under our stock incentive programs. In addition, the issuance of the Shares and any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

Neither we nor the Selling Stockholder have authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus and the registration statement of which this prospectus forms a part. We may receive media coverage regarding our Company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. Neither we nor the Selling Stockholder have authorized any other party to provide you with information concerning us or this offering of Shares, and such recipients should not rely on this information.

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 the proposed the Company’s future financial performance and the Company’s 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 Jet.AI that may cause Jet.AI’s 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, the Company disclaims 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. The Company cautions 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 the control of the Company.

In addition, the Company cautions you that the forward-looking statements regarding the Company, which are included in this prospectus, are subject to the following 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.

You should read this prospectus with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

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 Jet.AI’s consolidated financial statements, and the related notes that are included elsewhere in this prospectus.

Certain of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to plans and strategy for Jet.AI’s business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled “Risk Factors,” Jet.AI’s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this prospectus. We assume no obligation to update any of these forward-looking statements. Please also see the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in the consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.

Overview

Jet.AI, a Delaware corporation, was founded in 2018 by Michael Winston, its Executive Chairman. The Company, directly and indirectly through its subsidiaries, 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 aircraft by Cirrus, (v) aircraft brokerage, and (vi) service revenue from the monthly management and hourly operation of customer aircraft.

Beginning in December 2023, we launched our Jet.AI Operator Platform to provide a B2B software platform for SaaS products. Currently we offer the following SaaS software to aircraft owners and operators generally:

Business Combination

On August 10, 2023, Oxbridge, consummated a business combination pursuant to the Business Combination Agreement among Oxbridge, the Merger Subs and Jet Token. Pursuant to the Business Combination Agreement, Oxbridge redomiciled as a Delaware corporation and was immediately renamed Jet.AI, Inc., and promptly thereafter, (a) First Merger Sub merged with and into Jet Token with Jet Token surviving the merger as a wholly owned subsidiary of Jet.AI Inc.; and (b) Jet Token merged with and into Second Merger Sub (each merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

As a result of the Business Combination:

As a result of the Business Combination, Jet.AI Inc. has one class of Common Stock listed on Nasdaq under the ticker symbol “JTAI”, and had two classes of warrants, the Jet.AI Warrants and the Merger Consideration Warrants, listed on Nasdaq under the ticker symbols “JTAIW” and “JTAIZ” respectively.

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby Oxbridge 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 Oxbridge, accompanied by a recapitalization. The net assets of Oxbridge were stated at historical cost, with no goodwill or other intangible assets recorded.

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.

References in this MD&A to “Jet.AI” or “the Company” refer to Jet Token Inc. prior to the consummation of the Business Combination.

Results of Operations

The following table sets forth our results of operations for the periods indicated:

Three Months Ended June 30, 2024 and 2023

Revenues

Revenues for the second quarter of 2024 totaled approximately $3.1 million, a $0.3 million increase from $2.8 million during the comparable period in 2023, which consisted of $914,000 in services revenue from the management of customers’ aircraft, $657,000 in software-related revenue, $559,000 in Jet Card revenue for hours flown and other charges based on hours flown, and $954,000 in revenue from the chartering of our HondaJets by our operating partner Cirrus.

The primary reason for this increase in revenue was due to additional service revenue of $500,000 arising from an additional management agreement for customer aircraft in the second quarter of 2024 and increased chartering of the Company’s Citation CJ4, offset by a $253,000 reduction in software revenue due to seasonality and the resulting reduced flying by the Company’s Jet Card holders and ad hoc charter clients.

The following table sets forth a breakout of revenue components by subcategory for the three months ended June 30, 2024 and 2023.

The Company recognized $657,000 in revenue related to App-generated services and software revenues related to charter bookings made through its App in the second quarter of 2024, a decrease of $195,000 compared to the 2023 period and primarily reflected seasonality and a shift in Spring-related charters from April to March. This compares to software revenues totaling $852,000 in the 2023 period.

During the second quarter of 2024, the Company sold 55 prepaid flight hours under its jet card and fractional programs, amounting to $319,000, and recognized $616,000 of revenue for 87 flight hours flown or forfeited, as well as additional charges. These additional charges primarily represent 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. On June 30, 2024, the Company had recorded deferred revenue of $1.1 million on its consolidated balance sheets representing prepaid flight hours for which the related travel had not yet occurred.

In the second quarter of 2023, the Company sold 122 prepaid flight hours, amounting to $713,000, and recognized $709,000 of revenue for 113 flight hours flown or forfeited, as well as additional charges.

The decrease in flight hours flown period over period is a direct result of a reduction in flying by the Company’s Jet Card holders during this period.

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 second quarter of 2024 and 2023:

In addition to its software App and jet card revenues, the Company also generates revenue through the direct chartering of its HondaJet and Citation CJ4 aircraft by Cirrus. During the second quarter of 2024 this revenue amounted to approximately $954,000, an increase of $247,000, or 34.9% from the second quarter of 2023. The increased revenue was a direct result of increased availability and chartering of the managed Citation CJ4.

Cost of revenues

Our cost of revenue is comprised of payments to Cirrus Aviation 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.

In the second quarter of 2024, the Company operated 3 HondaJets, 1 CJ4 and, in addition to the CJ4, managed a King Air 350i.

As a result, the increased Cirrus charter flight activity, costs related to the operation of these aircraft and payments to Cirrus for their management increased $0.7 million from $1.6 million in the second quarter of 2023 to $2.3 million in the second quarter of 2024, and aircraft lease payments increased $31,000 from $346,000 in the second quarter of 2023 to $377,000 in 2024. The Company also incurred third-party charter costs of approximately $623,000 in the second quarter of 2024, a $380,000 decrease over 2023, reflecting the reduction in the number of App-generated charter bookings and a decrease in the number of subcharters required. Merchant fees and federal excise tax relating to charter flights of $249,000 in the second quarter of 2024 were a $157,000 increase as compared to $92,000 in the second quarter of 2023 as a result of increased charter activity.

In total, it cost $3.5 million to operate five aircraft in the second quarter of 2024, compared to $3.0 million to operate four aircraft in the second quarter of 2023.

Gross loss

The resulting gross loss totaled approximately $417,000 for the second quarter of 2024, compared to $201,000 for the second quarter of 2023. The gross loss in the second quarter of 2024 was largely driven by reduced flights performed for our jet card customers without a corresponding reduction in fixed costs.

Total Operating Expenses

In the second quarter of 2024, the Company’s operating expenses increased by approximately $556,000 over the prior year period primarily due to an approximate $548,000 increase in general and administrative expenses, $9,000 increase in research and development costs and slightly lower sales and marketing expenses. Excluding non-cash stock-based compensation of $1.2 million and $1.3 million in the second quarter of 2024 and 2023, respectively, general and administrative expenses rose by approximately $694,000 primarily due to an increase in professional service expenses of $364,000 resulting primarily from increased legal expenses of $319,000 relating to the Company’s SEC filings and transactions the Company pursued during the quarter and $41,000 in payments to our Board of Directors, as well as increased wages of $294,000, primarily due to increased headcount.

The Company’s sales and marketing expenses declined by about $2,000 to $102,000 in the second quarter of 2024 from $104,000 in the second quarter of 2023, as the Company continued its sales and marketing spending for its jet card inventory and charter app. These expenses are mainly linked to promoting the Company and its programs.

Research and development expenses increased $9,000 to $37,000 in the second quarter of 2024 from $28,000 in the second quarter of 2023, due to continuing refinement of the App, as well as continued development work on additional software offerings.

Operating Loss

As a result of all of the above, in the second quarter of 2024 the Company recognized an operating loss of approximately $3.2 million, which was an increase in loss of approximately $0.8 million. The increase in operating loss was primarily due to the increase in general and administrative expenses resulting from the increase in professional service expenses and wages following the Business Combination.

Other (Income) Expense

During the second quarter of 2024, the Company recognized approximately $59 in interest income. There were no such other income or expenses in the second quarter of 2023.

Six Months Ended June 30, 2024 and 2023

Revenues

Revenues for the first six months of 2024 totaled approximately $6.9 million, a $2.3 million increase from revenues of approximately $4.7 million during the 2023 period, primarily related to increases in Software App and Cirrus Charter revenue, as well as increased Management and Other Services revenue of $1.4 million and $0.9 million, respectively. Revenues in the 2024 period were comprised of $1.7 million in services revenue from the management of customers’ aircraft, $2.3 million in software-related revenue, $1.2 million in Jet Card revenue for hours flown and other charges based on hours flown and $1.6 million in revenue from the chartering of our HondaJets and Citation CJ4 by our operating partner Cirrus.

The following table sets forth a breakout of revenue components by subcategory for the six months ended June 30, 2024 and 2023.

The Company began recognizing revenue in September 2020 reflecting services and software revenues related to charter bookings made through its App and in the first six months of 2023, the Company recognized $1.3 million in revenue related to App-generated charter bookings. During the 2024 period these revenues totaled $2.3 million, a $1.0 million or 71.8% increase from 2023 reflecting additional brokerage staff, increased marketing and greater awareness of the Company.

The Company recognized $1.7 million in service revenue in the first six months of 2024, an increase of $0.9 million, relating to an agreement entered into during the fourth quarter of 2023 to manage a customer’s aircraft, as well as a second managed aircraft beginning in April 2024. There was $0.8 million in service revenues in the first six months of 2023.

During the first six months of 2024, the Company sold 110 prepaid flight hours under its jet card and fractional programs, amounting to $0.7 million, and recognized $1.2 million of revenue for 182 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. On June 30, 2024, the Company recorded deferred revenue of $1.1 million on its consolidated balance sheets, which represents prepaid flight hours for which the related travel had not yet occurred.

In the first six months of 2023, we sold 261 prepaid flight hours amounting to approximately $1.4 million and recognized approximately $1.4 million of revenue for 210 flight hours flown or forfeited, as well as additional charges.

The increase in flight hours flown is a direct result of the increased number of aircraft.

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 six months of 2024 and 2023:

During the first six months of 2024 revenue generated through the direct chartering of the Company’s HondaJet and Citation CJ4 aircraft by Cirrus amounted to approximately $1.6 million, an increase of $0.4 million, or 37.8% from the prior year. The increased revenue was a direct result of increased charter activity, both ad hoc and by Cirrus, as well as the addition of the managed Citation CJ4 and King Air 350i.

Cost of revenues

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 second-party charters, and payments to second-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.

As a result of the increased ad hoc and Cirrus charter flight activity, as well as the startup expenses relating to the introduction of the King Air 350i managed aircraft to its fleet, operating expenses related to the operation of the Company’s aircraft and payments to Cirrus for their management increased $1.6 million from $2.8 million in the first six months of 2023 to $4.4 million in 2024 and aircraft lease payments increased $151,000 from $544,000 in 2023 to $695,000 in the first six months of 2024. The Company also incurred third-party charter costs of approximately $2.0 million in the first six months of 2024, a $0.5 million increase over 2023, in order to fulfill a greater number of App-generated charter bookings, as well as subcharters used for covering jet card flights when our HondaJets were unavailable. Federal excise tax and merchant fees relating to charter flights increased $250,000 in the first six months of 2024 to $409,000 from $159,000 in 2023.

In total, it cost $7.5 million to operate the Company’s 6 aircraft in the first six months of 2024, compared to $4.9 million during the 2023 period for 5 aircraft.

Gross loss

The resulting gross loss totaled $541,000 for the first six months of 2024, compared to $276,000 for the 2023 period. The increased gross loss in these operations was a result of increased maintenance costs, together with lower utilization on our HondaJets.

Total Operating Expenses

In the first six months of 2024, the Company’s operating expenses increased $0.9 million due to a $0.6 million increase in general and administrative expenses, $325,000 in higher sales and marketing expenses, and $5,000 in higher research and development costs. Excluding non-cash stock-based compensation of $2.4 million and $2.8 million in the first six months of 2024 and 2023, respectively, general and administrative expenses rose by approximately $1.0 million primarily due to due to an increase in professional service expenses of $280,000 related to our software development and legal expenses relating to the Company’s SEC filings and various transactions the Company closed or pursued, $117,000 in payments to our Board of Directors and increased wages of $450,000, primarily due to increased commissions compensation payable on charter sales, as well as a greater number of software developers in 2024.

The Company’s sales and marketing expenses increased by about $325,000 to $549,000 in the first six months of 2024 from $224,000 in 2023, as it reaccelerated its sales and marketing spending for software and jet card sales. These expenses are mainly linked to promoting the Company and its programs.

Research and development expenses increased approximately $5,000 to $70,000 in the first six months of 2024 from $65,000 in the comparable 2023 period, due to continuing refinement of the App, as well as some initial development work on additional software offerings.

Operating Loss

As a result of all of the above, in the first six months of 2024 the Company recognized an operating loss of approximately $6.4 million, which was an increase in loss of nearly $1.2 million compared to the comparable 2023 period. The increase was primarily due to reduced gross profits of $0.3 million, as well as a $0.6 million increase in general and administrative expenses.

Other (Income) Expense

During the first six months of 2024, the Company recognized approximately $79,000 in other expense due primarily to interest expense related to the Company’s Bridge Agreement, compared to no other income or expense recorded for the first six months of 2023.

Liquidity and Capital Resources

Overview

As of June 30, 2024, the Company’s cash and equivalents were $528,117, including $500,000 of restricted cash under its aircraft leasing arrangements, as described below. As of June 30, 2024, current liabilities exceeded current assets by approximately $3.9 million, of which $1.1 million in liabilities represents deferred revenue that would be recorded as revenue once the flight hours are flown or forfeited.

During the six month period ended June 30, 2024, the Company raised (1) approximately $1,727,000 in funds from the issuance of 3,200,000 shares of common stock under the Share Purchase Agreement discussed below, as well as $1,500,000 related to the sale of 150 shares of preferred stock, and (2) approximately $742,000 from Jet.AI Warrant exercises.

The Company also incurred negative cash flows from operating activities and significant losses from operations in the past as reflected in its accumulated deficit of approximately $45.7 million as of June 30, 2024. While we expect to drive revenue and operating profit growth from aircraft acquisitions, higher average hourly pricing of jet cards, increased charter activity through CharterGPT and Reroute AI and SaaS revenues from DynoFlight, we expect to continue to incur operating losses to a greater or lesser extent for at least the next 12 months, depending on the timing and success of these initiatives. To bridge the gap, we intend to rely on funds available from share issuances under the Share Purchase Agreement and amounts received upon an exercise of the Warrant, if any, to meet our funding obligations. Additional funding under the Share Purchase Agreement may be limited contractually and the Warrant may not be exercised by the holder. Furthermore, issuances of additional shares of common stock under the Share Purchase Agreement or upon conversion of the Series B Preferred Stock outstanding and underlying the Warrant may negatively impact the Company’s stock price and ability to raise additional funds. We will likely require additional capital resources to grow our business. In the absence of external financing the Company is prepared to cut its cash utilization by ceasing marketing and customer acquisition, suspending software development, streamlining operations, and servicing only existing customers. Such a reduction would allow the Company to continue to operate for a year or more by management’s estimate. During that time the Company would plan to arrange new financing and to then resume expansion.

Selling Stockholder Transaction

General

On March 28, 2024, Company entered into the Securities Purchase Agreement and certain other transaction documents described below with the Selling Stockholder, in connection with a private placement which closed on March 29, 2024 (the “Closing Date”). Under the Securities Purchase Agreement, the Company agreed to issue to the Selling Stockholder (a) 150 shares of Series B Preferred Stock, which are convertible into shares of Common Stock, (b) the Warrant to purchase up to 1,500 shares of Series B Preferred Stock at an exercise price of $10,000 per share, and (c) 250,000 shares of Common Stock.

The Company received gross proceeds of approximately $1.5 million, not including customary placement fees and reimbursement of certain payables to Maxim Group LLC as placement agent and other expenses payable by the Company, in connection with the Selling Stockholder Transaction. This amount excludes the proceeds, if any, from the exercise of the Warrant. The Company intends to use the remainder of the net proceeds for working capital, capital expenditures, product development, and other general corporate purposes. The Company has not allocated specific amounts of net proceeds for any of these purposes.

Series B Preferred Stock

On March 28, 2024, we filed a Certificate of Designations 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 Series B Preferred Stock ranks pari passu with the Series A Preferred Shares and Series A-1 Preferred Shares and senior to all other capital stock of the Company.

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), which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written notice by the Selling Stockholder. From time to time the Selling Stockholder 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 the Selling Stockholder’s beneficial ownership at any point in time, it does not prohibit the Selling Stockholder 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.

Subject to the limitations set forth in the preceding paragraph and provided there is an effective registration statement covering Selling Stockholder’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 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 Selling Stockholder 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.

If certain defined “triggering events” defined in the Certificate of Designations occur, such as a breach of the Registration Rights Agreement, suspension of trading, or our failure to convert the Series B Preferred Stock into common stock when a conversion right is exercised, then we may be required to redeem the Series B Preferred Stock for cash at 110% of the stated value.

Other Transaction Documents

The Warrant exercise price is 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. If the entirety of the Warrant was exercised for cash, the Company would receive additional gross proceeds of approximately $15.0 million. The Company cannot predict when or if the Warrant will be exercised. It is possible that the Warrant may never be exercised. At any time when the Warrant is exercisable for less than 1,000 shares of Series B Preferred Stock, the Company has the right to redeem all or a portion of the Warrant by paying to the Selling Stockholder in cash $100 per share of Series B Preferred Stock that would otherwise be issuable pursuant to the Warrant.

The Securities Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Selling Stockholder, on the other hand, and customary conditions to closing. Pursuant to the Securities Purchase Agreement, the Company agreed to submit to its stockholders a proposal to approve the issuance of shares of Common Stock issuable upon exercise of the shares of Series B Preferred Stock in accordance with Nasdaq Rules at a special meeting of stockholders at the earliest practicable date after the date of the Securities Purchase Agreement, but in no event later than ninety (90) days after the Closing Date. The Company entered into a voting agreement (the “Voting Agreement”) with Michael Winston, the Company’s Interim Chief Executive Officer, and the Sponsor, who together hold approximately 43.6% of the voting power of the Company as of the date of this prospectus, agreeing to vote in favor of the proposal. At its annual meeting of stockholders, which took place on September 24, 2024, the Company sought stockholder approval for the potential issuance of shares of common stock pursuant to the Selling Stockholder Transaction in an amount that, upon issuance, could result in the issuance of shares of common stock in an amount in excess of 20% of the Company’s outstanding shares of common stock at a price less than the “minimum price” as defined by and in accordance with Nasdaq Listing Rule 5635(d). The Company’s stockholders approved such potential issuance at the annual meeting. The 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 the Selling Stockholder have agreed that the Company Required Reserve Amount is 45,000,000 shares of Common Stock. In order to meet that obligation, the Company sought stockholder approval to amend its certificate of incorporation to increase the number of authorized shares of Common Stock to 200,000,000 at its annual meeting of stockholders. The Company received such approval on September 24, 2024.

Additionally, on March 29, 2024, the Company entered into the Registration Rights Agreement with the Selling Stockholder, which, among other things, provides that the Company will register the resale of the 250,000 shares of Common Stock and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, including the Series B Preferred Stock issuable upon exercise of the Warrant. The Company is required to prepare and file a registration statement with the SEC no later than 30 days following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), but in no event later than May 15, 2024 (the “Filing Failure”, and such deadline, the “Filing Deadline”), and to use its commercially reasonable efforts to have the registration statement and any amendment declared effective no later than the earlier of the (a) 60th calendar day following such the filing of the Form 10-K (or, if such registration statement is subject to a full review by the SEC, the 100th calendar day after such filing) and (b) 2nd business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review (the “Effectiveness Deadline”). The Company filed a registration statement on Form S-1 pursuant to the foregoing obligation. In addition, because this registration statement was not declared effective by the SEC by the Effectiveness Deadline, the Company was obligated to pay the Selling Stockholder a $100,000 Effectiveness Fee. The Company issued to the Selling Stockholder 100,000 Effectiveness Shares in lieu of paying the Effectiveness Fee in cash.

Share Purchase Agreement

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 $1,110,000 to date. In consideration for GEM’s services under the Share Purchase Agreement, the Company has agreed to pay GEM a commitment fee equal to $800,000 payable in cash or freely tradable shares of common stock, at the option of the Company. Upon the Company’s issuance of shares in connection with any drawdown purchase made by GEM, the Company is 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 is due on or before the first anniversary of the closing of the Business Combination.

GEM is not obligated to purchase shares under the Share Purchase Agreement if any purchase of shares would result in GEM and its affiliates beneficially owning, directly or indirectly, at the time of the proposed issuance, more than 9.99% of the number of issued and outstanding shares of common stock as of the date of such proposed issuance. GEM may waive the restriction under the Share Purchase Agreement by providing the Company with sixty-one (61) days’ notice that the Purchaser would like to waive the restriction with regard to any or all shares issuable pursuant to the Share Purchase Agreement.

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 exercise price of the GEM Warrant, as of March 31, 2024, was $5.81 per share; provided, that, if the average closing price of Jet.AI’s common stock for the 10 trading days following the first anniversary of the date of listing is less than 90% of the then current exercise price of the GEM Warrant, then the exercise price of the GEM Warrant will be adjusted to 110% of our then current trading price. The warrant may be exercised by payment of the per share amount in cash or through a cashless exercise.

The GEM Warrant provides that GEM can elect to limit the exercisability of the GEM Warrant such that it is not exercisable to the extent that, after giving effect to the exercise, GEM and its affiliates, to the Company’s actual knowledge, would beneficially own in excess of 4.99% of Jet.AI’s common stock outstanding immediately after giving effect to such exercise. GEM has made this election, which makes funds available under the Share Purchase Agreement in excess of this 4.99% ownership limit up to the 9.99% ownership restriction in the Share Purchase Agreement. GEM may revoke this election by providing written notice, which revocation will not be effective until the sixty-first (61st) day thereafter.

Bridge Agreement

On September 11, 2023, the Company entered into a binding term sheet (“Bridge Agreement”) with eight investors to provide the Company $500,000 of short-term bridge financing pending its receipt of funds from its other existing financing arrangements.

As of December 31, 2023, the Bridge Agreement provided for the issuance of Notes, in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The Notes bore interest at 5% per annum and matured on March 11, 2024. The Company was required to redeem the Notes with 100% of the proceeds of any equity or debt financing at a redemption premium of 110% of the principal amount of the Notes. In March 2024, the Company fully repaid the Bridge Agreement in the amount of approximately $683,000, representing principal, redemption premium and interest.

Other Equity Issuances and Settlement Arrangements

Maxim Payment and Settlement Agreement

On August 10, 2023, the Company entered into a settlement agreement (“Maxim Settlement Agreement”) with Maxim Group LLC, the underwriter for the Company’s initial public offering (“Maxim”). Pursuant to the Maxim Settlement Agreement, the Company issued to Maxim Partners (a) 270,000 shares of common stock to Maxim Partners to settle the payment obligations of the Company under the underwriting agreement dated on or about August 11, 2021, by and between the Company and Maxim and (b) 1,127 Series A Preferred Shares to Maxim Partners in an amount equal in value to $1,127,000. The Series A Preferred Shares accrue a dividend at the rate of 8% per annum (which increases to 18% if the Company fails to meet certain obligations under the terms thereof), payable quarterly and, at the Company’s option, in shares of common stock. The Series A Preferred Shares are convertible into 112,700 shares of common stock. The Company also issued 115,000 shares of common stock to Maxim Partners on August 16, 2021 to meet a payment obligation under the underwriting agreement in connection with Oxbridge’s IPO, representing a value of $9.00 per share reflecting an allocation of the $10.00 per Unit IPO price. The above issued and issuable shares of common stock are subject to a registration rights agreement.

The Company may, subject to certain conditions, redeem the outstanding Series A Preferred Shares in cash at the $1,000 original issue price, subject to adjustment, plus accrued and unpaid dividends. The Company is required to redeem all the outstanding Series A Preferred Shares on August 10, 2024, which will be automatically extended by an additional three (3) month period if the Company has not, as of such date, closed upon one or more equity financings that, in total, result in gross proceeds to the Company of $10.0 million or greater (which amount has not been achieved as of the date of this report). If the Company raises equity capital, 15% of the net proceeds will be used to redeem the Series A Preferred Shares if requested by the holder.

In July 2024, the Company and Maxim entered into an amendment to the Maxim Settlement Agreement and agreed to, among other things, amend the definition of the “Series A Conversion Price” for the Series A Preferred Shares and certain restrictions with respect to shares of Company common stock Maxim may acquire upon the conversion of its Series A Preferred Shares.

Sponsor Settlement Agreement

On August 10, 2023, the Company entered into settlement agreement (“Sponsor Settlement Agreement”) with the Sponsor. Pursuant to the Sponsor Settlement Agreement, the Company issued 575 Series A-1 Preferred Shares to settle the payment obligations of the Company under a promissory note in the principal amount of $575,000 dated November 14, 2022 in favor of the Sponsor. The Series A-1 Preferred Shares accrue interest at the rate of 5% per annum (which increases to 18% if the Company fails to meet certain obligations under the terms thereof), payable quarterly in cash. The Series A-1 Preferred Shares are convertible into 57,500 shares of common stock.

The Company may, subject to certain conditions, redeem the outstanding Series A-1 Preferred Shares in cash at the $1,000 original issue price, subject to adjustment, plus accrued and unpaid dividends. The Company is required to redeem all the outstanding Series A-1 Preferred Shares on August 10, 2024, automatically extended by an additional three (3) month period if the Company has not as of such date closed upon one or more equity financings that, in total, result in gross proceeds to the Company of $10.0 million or greater (which amount has not been achieved as of the date of this report). If the Company raises equity capital, 15% of the net proceeds will be used to redeem the Series A-1 Preferred Shares if requested by the holder.

Warrants

On various dates at the end of December 2023 and through early 2024, we entered a number of separate warrant exchange agreements with various unaffiliated second-party warrant holders with respect to warrants to purchase an aggregate of 1,486,217 shares of our common stock (the “Exchanged Warrants”). Pursuant to these warrant exchange agreements, the Company issued an aggregate of 1,486,217 shares of common stock to those warrant holders in exchange for the surrender and cancellation of the Exchanged Warrants.

In December 2023 and January 2024, holders of an aggregate of 154,563 JTAIW warrants were exercised for an equal number of shares of our common stock, generating net proceeds to us of $1,777,475.

Cash Flows for the six Months Ended June 30, 2024 and 2023

As of June 30, 2024, the Company’s cash and equivalents were approximately $528,000, including approximately $500,000 of restricted cash under its aircraft leasing arrangements described below.

The following table summarizes our cash flows for the six months ended June 30, 2024 and 2023:

Cash Flow from Operating Activities

Net cash used in operating activities for the six months ended June 30, 2024 was approximately $4.7 million compared to approximately $1.9 million for the six months ended June 30, 2023 and was primarily driven by the increase in operating loss discussed above, as well as a $439,000 increase in accounts receivable, a $142,000 reduction in accounts payable, a $680,000 decrease in deferred revenue, partially offset by a $332,000 increase in accrued liabilities.

Cash Flow from Investing Activities

Net cash used in investing activities for the six months ended June 30, 2024 was $13,000 compared to approximately $122,000 for the six months ended June 30, 2023, primarily relating to the Company’s 2023 investment in 380 Software LLC, a 50/50 joint venture subsidiary with Great Western Air LLC dba Cirrus Aviation Services as well as the purchase of the Jet.AI domain name.

Cash Flow from Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2024 was approximately $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 repayments of notes payable.

Aircraft Financing Arrangements

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 consolidated financial statements for a further description of these leasing arrangements.

In June 2022, the Company received an unsolicited offer for the outright purchase of one of its HondaJet Elite aircraft, which netted the Company approximately $1.2 million of proceeds over the leased cost. After internal financial and legal review, the Company determined that the sale of the aircraft would offer a net benefit to its stakeholders. The Company considered a number of factors in making this decision, including but not limited to: (1) the availability of replacement aircraft, (2) pilot availability, (3) the time to register the aircraft for commercial use, and (4) the risk-adjusted lifetime return on capital associated with operating the aircraft relative to the purchase price offered.

Critical Accounting Estimates

Going Concern and Management Plans

The Company has limited operating history and has incurred losses from operations since its inception. These matters raise concern about the Company’s ability to continue as a going concern.

The Company began ramping up its revenue-generating activities during the second half of the year ended December 31, 2021 and continuing into 2024. During the next twelve months, the Company intends to fund its operations with funds from its operations, and drawdowns under the Share Purchase Agreement, as well as proceeds from other 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.

Basis of Presentation for the Business Combination

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby Oxbridge 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 Oxbridge, accompanied by a recapitalization. The net assets of Oxbridge were stated at historical cost, with no goodwill or other intangible assets recorded.

Jet Token has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change in the near-term relate to the fair value of options granted. Although considerable variability is likely to be inherent in these estimates, management believes that the amounts provided are reasonable. These estimates are continually reviewed and adjusted if necessary. Such adjustment if reflected in current operations.

Revenue Recognition

In applying the guidance of ASC 606, the Company determines revenue recognition through the following steps:

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 (iv) aircraft management.

Under the fractional ownership program, a customer purchases an ownership share in a jet which guarantees the customer access to the jet for a preset number of hours per year. The fractional ownership program consists of a down payment, one or more progress payments, a payment on delivery, a monthly management fee and an occupied hourly fee based on usage. Revenues from the sale of fractional or whole interests in an aircraft are recognized at the time title to the aircraft is transferred to the purchasers, which generally occurs upon delivery or ownership transfer.

The jet card program provides the customer with a preset number of hours of guaranteed private jet access over the agreement term (generally a year) without the larger hourly or capital commitment of purchasing an ownership share. The jet card program consists of a fixed hourly rate for flight hours typically paid 100% up front.

Revenue is recognized upon transfer of control of the Company’s promised services, which generally occurs upon the flight hours being used. Any unused hours for the fractional jet and jet card programs are forfeited at the end of the contract term and are thus immediately recognized as revenue at that time.

Deferred revenue is an obligation to transfer services to a customer for which the Company has already received consideration. Upon receipt of a prepayment from a customer for all or a portion of the transaction price, the Company initially recognizes a contract liability. The contract liability is settled, and revenue is recognized when the Company satisfies its performance obligation to the customer at a future date.

The Company also generates revenues from individual ad hoc charter bookings processed through the Company’s booking app, whereby the Company will source, negotiate, and arrange travel on a charter basis for a customer based on pre-selected options and pricing provided by the Company to the customer through the app. In addition, Cirrus markets charter on the Company’s aircraft for the Company’s benefit. Deferred revenue with respect to bookings through the app was $56,000 as of June 30, 2024.

The Company utilizes certificated independent third-party air carriers in the performance of a portion of flights. The Company evaluates whether there is a promise to transfer services to the customer, as the principal, or to arrange for services to be provided by another party, as the agent, using a control model. The nature of the flight services the Company provides to members is similar regardless of which third-party air carrier is involved. The Company directs third-party air carriers to provide an aircraft to a member or customer. Based on evaluation of the control model, it was determined that the Company acts as the principal rather than the agent within all revenue arrangements. Owner charter revenue is recognized for flights where the owner of a managed aircraft sets the price for the trip. The Company records owner charter revenue at the time of flight on a net basis for the margin we receive to operate the aircraft. If the Company has primary responsibility to fulfill the obligation, then the revenue and the associated costs are reported on a gross basis in the consolidated statements of operations.

Flights

Flights and flight-related services, along with the related costs of the flights, are earned and recognized as revenue at the point in time in which the service is provided. For round-trip flights, revenue is recognized upon arrival at the destination for each flight segment.

Fractional and jet card members pay a fixed quoted amount for flights based on a contractual capped hourly rate. Ad hoc charter customers primarily pay a fixed rate for flights. In addition, flight costs are paid by members through the purchase of dollar-denominated prepaid blocks of flight hours (“Prepaid Blocks”), and other incidental costs such as catering and ground transportation are billed monthly as incurred. Prepaid Blocks are deferred and recognized as revenue when the member completes a flight segment.

Aircraft Management

The Company manages aircraft for owners in exchange for a contractual fee. Revenue associated with the management of aircraft also includes the recovery of owner-incurred expenses including maintenance coordination, cabin crew and pilots, as well as recharging of certain incurred aircraft operating costs and expenses such as maintenance, fuel, landing fees, parking and other related operating costs. The Company passes the recovery and recharge costs back to owners at either cost or a predetermined margin.

Aircraft management-related revenue contains two types of performance obligations. One performance obligation is to provide management services over the contract period. Revenue earned from management services is recognized over the contractual term, on a monthly basis. The second performance obligation is the cost to operate and maintain the aircraft, which is recognized as revenue at the point in time such services are completed.

Aircraft Sales

The Company acquires aircraft from vendors and various other second-party sellers in the private aviation industry. The Company’s classifies the purchase as aircraft inventory on the consolidated balance sheets. Aircraft inventory is valued at the lower of cost or net realizable value. Sales are recorded on a gross basis within revenues and cost of revenue in the consolidated statements of operations.

Pass-Through Costs

In applying the guidance of ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are distinct performance obligations. The Company then assesses whether it is acting as an agent or a principal for each identified performance obligation and includes revenue within the transaction price for second-party costs when the Company determines that it is acting as the principal.

Cost of Sales

The cost of sales expenses includes costs incurred in providing air transportation services, such as chartering second-party aircraft, aircraft lease expenses, pilot training and wages, aircraft fuel, aircraft maintenance, and other aircraft operating expenses.

Stock-Based Compensation

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.

Trend Information

The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, federal and foreign governmental policy decisions. A host of factors beyond Jet.AI’s control could cause fluctuations in these conditions. Adverse conditions may include but are not limited to: changes in the airline industry, fuel and operating costs, changes to corporate governance best practices for executive flying, general demand for private jet travel, regulations on carbon emissions from aviation and market acceptance of the Company’s business model. These adverse conditions could affect the Company’s financial condition and the results of operations.

Fiscal Year Ended December 31, 2023 compared to December 31, 2022

Results of Operations

The following table sets forth our results of operations for the periods indicated:

As discussed more fully below, our results of operations in 2023 and 2022 were impacted significantly by $17.2 million of revenue and $2.1 million of gross profit from fractional sales of all of our then available aircraft in 2022 and the absence of aircraft sales in 2023. Excluding the impact of these fractional sales and despite the increase in our aircraft fleet and charter and jet card/fractional program flight activity, the significant drivers of the decline in gross profit and increase in operating losses resulted from three key factors:

We are cautiously optimistic that CharterGPT and ongoing improvement in its AI-powered features will continue to drive growth in our charter revenues and will drive higher broker productivity going forward. Furthermore, at the end of 2023 and beginning of 2024, we launched DynoFlight and Reroute AI, respectively, as part of the Jet.AI Operator Platform. We believe Reroute AI will generate increased revenue for the Company by driving charter demand for repurposed empty flight legs with little incremental operational costs. We also believe that, once the DynoFlight API has been integrated with FL3XX, a web and app-based aviation management platform, and future customers, it will generate monthly and usage-based revenues with modest operating costs limited to server administration and maintenance of the code base. Furthermore, the Company executed a non-binding letter of intent to acquire five new Challenger 3500 aircraft from Bombardier, consisting of three prospective firm orders and two options. Subject to securing debt financing and the development of a plan with Cirrus for these aircraft, the Company would then pre-sell fractional or whole interests in these aircraft.

Revenues

Revenues for 2023 totaled $12.2 million, a $9.7 million decrease from 2022’s revenues of $21.9 million primarily related to $17.2 million in aircraft sale proceeds in 2022 from the successful fractionalization of the Company’s last HondaJets.

The following table sets forth a breakout of revenue components by subcategory for the year ended December 31, 2023 and 2022.

Software App revenue is the gross amount of charters booked through our app CharterGPT and Cirrus Charter revenue reflects the gross amount of charters on our aircraft booked by Cirrus. Software App revenue was 3.9 million in 2023, compared to 1.0 million in 2022. Cirrus Charter revenue was 3.2 million in 2023, compared to approximately 961,000 in 2022. The increase in Software App and Cirrus Charter revenue reflects primarily a greater number of aircraft operated in 2023 compared to 2022 as well as increased booking through the CharterGPT app. We took delivery of 1 HondaJet in November 2021 and the remaining 2 HondaJets in the third quarter of 2022. We also added a CJ4 aircraft owned by a customer and managed by us to our available fleet of aircraft for charter booking in early 2023.

Under our jet card program we charge an hourly rate for flight time. Under our fractional program we charge a monthly fee and hourly fees based on usage. In both case, prepaid flight hours and usage fees are recognized as revenue as the flight hours are used or forfeited and monthly fees are recognized monthly. Deferred revenue at the end of each period reflects prepaid flight hours for which the related travel had not yet occurred. We also record revenue for additional charges, representing 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. All of these revenues are reflected as Jet Card and Fractional Program revenues. The increase in revenue from Jet Card and Fractional Programs of approximately $590,000 in 2023 compared to 2022 is due to the increase in the number of the Company’s aircraft and a greater number of Jet Card members.

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 year ended December 31, 2023 and 2022:

Management and Other Services revenue reflects monthly fees and other expenses from our management of a customer’s CJ4 as well as approximately $220,000 in 2022 from brokerage commissions from an aircraft sale. We began managing the CJ4 in mid-December of 2022.

Cost of revenues

Our cost of revenue is generally comprised of payments to Cirrus for the maintenance and management of our fleet of aircraft, including the CJ4, 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 their aircraft chartered through our App, as well as the cost of our subcharters for covering jet card flights when our aircraft 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.

As a result of primarily of our increased fleet, the increase in jet card hours flown and additional costs resulting from pilot turn over discussed above, as well as the startup costs relating to the introduction of the CJ4 to our fleet, costs related to the operation of our aircraft and payments to Cirrus for their management increased $3.4 million from $2.0 million in 2022 to $5.4 million in 2023 and aircraft lease payments increased $337,000 from $855,000 in 2022 to $1.2 million in 2023. The Company also incurred third-party charter costs of approximately $5.4 million in 2023, a $4.0 million increase over 2022 reflecting primarily lack of availability of our aircraft due to pilot turnover and increased training time, combined with increased charter activity. Merchant fees and federal excise tax relating to charter flights of $304,000 in 2023 were a $48,000 increase over in 2022.

In total, it cost $12.4 million to operate our aircraft in 2023, compared to $4.4 million to operate fewer aircraft on average in 2022. We also incurred $15.2 million in 2022 cost of revenue directly associated with our fractional and whole aircrafts sales.

Gross (loss) profit

As a result of the foregoing, the Company had a gross loss of approximately $179,000 for 2023, compared to a gross profit of approximately $2.1 million for 2022. The 2022 results were positively affected by the fractionalization of the Company’s HondaJets. Excluding the profit from these fractionalizations, gross profit for 2022 would have been approximately $216,000, with the decline primarily due to increased pilot wages and training, offset by increased flight activity.

Total Operating Expenses

In 2023, the Company’s operating expenses increased by approximately $2.4 million over the prior year due to an approximate $2.5 million increase in general and administrative expenses. Excluding non-cash stock-based compensation of $6.6 million and $6.5 million in 2023 and 2022, respectively, general and administrative expenses rose by approximately $2.2 million, primarily due to an increase in professional service expenses of $1.4 million in large part due to the expenses of our Business Combination. In addition our insurance expenses increased $58,000 over the 2022 amount of $31,000 due to the significantly higher premiums for D&O insurance as a public company.

The Company’s sales and marketing expenses increased by about $147,000 to approximately $574,000 in 2023 from approximately $427,000 in 2022, due to slightly increased marketing spend to promote the Company and its programs.

Research and development expenses increased by approximately $24,000 in 2023 over 2022 due to the development and continuing refinement of CharterGPT and our Jet.AI Operator Platform of software products.

Operating Loss

As a result of all of the above, in 2023 the Company recognized an operating loss of approximately $12.5 million, which was an increase in loss of approximately $4.8 million over 2022. $2.1 million of this decrease is directly attributable to gross profit from fractionalization of our HondaJets in 2022 that did not recur in 2023. The remainder of the decrease, excluding non-cash compensation expenses, resulted from increased pilot wages and costs, increased subcharters, increased professional services expense from the Business Combination and higher D&O insurance costs.

Other Expense (Income)

During 2023, the Company recognized approximately $104,000 in other expense due primarily due to interest expense 2023 related to the Company’s Bridge Agreement as defined and discussed below.

Net Loss to Common Stockholders

After deducting cumulative preferred stock dividends of approximately $47,000 in 2023, which have been accruing since the August 2023 issuance date of the Series A Preferred Shares and Series A-1 Preferred Shares, net loss to common stockholders increased by $4.9 million.

Liquidity and Capital Resources

Overview

As of December 31, 2023, the Company’s cash and equivalents were approximately $2.1 million, including approximately $500,000 of restricted cash under its aircraft leasing arrangements described below. As of December 31, 2023, current liabilities exceeded current assets by $3.8 million, of which $1.8 million in liabilities represents deferred revenue that would be recorded as revenue once the flight hours are flown or forfeited.

Subsequent to December 31, 2023 and through March 31, 2024, the Company raised (1) approximately $1,110,000 in funds from the issuance of 1,500,000 shares of Common Stock under the Share Purchase Agreement discussed below, (2) approximately $742,000 from Jet.AI Warrant exercises and (3) approximately $1.5 million in gross proceeds from the Selling Stockholder Transaction discussed below. Collectively, these actions resulted in our receiving an additional $3,352,000 of cash subsequent to December 31, 2023. In addition, in March 2024, the Company fully repaid approximately $683,000 of amounts due under the Bridge Agreement described below.

The Company also incurred negative cash flows from operating activities and significant losses from operations in the past as reflected in its accumulated deficit of $39.4 million as of December 31, 2023. While we expect to drive revenue and operating profit growth from aircraft acquisitions, higher average hourly pricing of jet cards, increased charter activity through CharterGPT and Reroute AI and SaaS revenues from DynoFlight, we expect to continue to incur operating losses to a greater or lesser extent for at least the next 12 months, depending on the timing and success of these initiatives. To bridge the gap, we intend to rely on funds available from share issuances under the Share Purchase Agreement and amounts received upon an exercise of the Warrant, if any, to meet our funding obligations. Additional funding under the Share Purchase Agreement may be limited contractually and the Warrant may not be exercised by the holder. Furthermore, issuances of additional shares of Common Stock under the Share Purchase Agreement or upon conversion of the Series B Preferred Stock outstanding and underlying the Warrant may negatively impact the Company’s stock price and ability to raise additional funds. We will likely require additional capital resources to grow our business. In the absence of external financing the Company is prepared to cut its cash utilization by ceasing marketing and customer acquisition, suspending software development, streamlining operations, and servicing only existing customers. Such a reduction would allow the Company to continue to operate for a year or more by management’s estimate. During that time the Company would plan to arrange new financing and to then resume expansion.

Selling Stockholder Transaction

General

On March 28, 2024, Company entered into the Securities Purchase Agreement and certain other transaction documents described below with the Selling Stockholder in connection with a private placement transaction which closed on March 29, 2024 (the “Closing Date”), which we collectively refer to as the “Selling Stockholder Transaction”.

Pursuant to the Securities Purchase Agreement, the Company agreed to issue to the Selling Stockholder (a) 150 shares of Series B Preferred Stock, which are convertible into shares of Common Stock, (b) the Warrant to purchase up to 1,500 shares of Series B Preferred Stock at an exercise price of $10,000 per share, and (c) 250,000 shares of Common Stock.

The Company received gross proceeds of approximately $1.5 million, not including customary placement fees and reimbursement of certain amounts payable to Maxim as placement agent and other expenses payable by the Company in connection with the Selling Stockholder Transaction. This amount excludes the proceeds, if any, from the exercise of the Warrant. The Company expects to use a portion of the net proceeds received upon execution of the Securities Purchase Agreement to partially redeem its Series A Preferred Shares and, potentially, its Series A-1 Preferred Shares. The Company intends to use the remainder of the net proceeds for working capital, capital expenditures, product development, and other general corporate purposes. The Company has not allocated specific amounts of net proceeds for any of these purposes.

Series B Preferred Stock

On March 28, 2024, we filed a Certificate of Designations 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 Series B Preferred Stock ranks pari passu with the Series A Preferred Shares and Series A-1 Preferred Shares and senior to all other capital stock of the Company.

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), which can be adjusted to a beneficial ownership limitation of 9.99% upon 61 days prior written notice by the Selling Stockholder. From time to time the Selling Stockholder 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 the Selling Stockholder’s beneficial ownership at any point in time, it does not prohibit the Selling Stockholder 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.

Subject to the limitations set forth in the preceding paragraph and provided there is an effective registration statement covering the Selling Stockholder’s 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 90% (or, in the case of a delisting, 80%) of the lowest daily volume weighted average price (“VWAP”) of our Common Stock over a period beginning on the trading day after we deliver shares of Common Stock upon such conversion to the Selling Stockholder 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.

If certain defined “triggering events” defined in the Certificate of Designations occur, such as a breach of the Registration Rights Agreement, suspension of trading, or our failure to convert the Series B Preferred Stock into Common Stock when a conversion right is exercised, then we may be required to redeem the Series B Preferred Stock for cash at 110% of the stated value.

The foregoing description of the Series B Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designations, a copy of which is filed as Exhibit 3.5 to the registration statement of which this prospectus forms a part and is incorporated herein by reference.

Other Transaction Documents

The Warrant exercise price is initially set at $10,000 per share of Series B Preferred Stock of, subject to adjustment for certain events, such as stock split, issuance of additional shares as a dividend or otherwise. If all of the Warrant was exercised for cash, the Company would receive additional gross proceeds of approximately $15.0 million. The Company cannot predict when or if the Warrant will be exercised. It is possible that the Warrant may never be exercised. At any time when the Warrant is exercisable for less than 1,000 shares of Series B Preferred Stock, the Company has the right to redeem all or a portion of the Warrant by paying to the Selling Stockholder in cash $100 per share of Series B Preferred Stock that would otherwise be issuable pursuant to the Warrant.

The Securities Purchase Agreement contains customary representations and warranties of the Company, on the one hand, and the Selling Stockholder, on the other hand, and customary conditions to closing. Pursuant to the Securities Purchase Agreement, the Company agreed to submit to its stockholders a proposal to approve the issuance of shares of Common Stock issuable upon exercise of the shares of Series B Preferred Stock in accordance with Nasdaq Stock Market Rules at a special meeting of stockholders at the earliest practicable date after the date of the Securities Purchase Agreement, but in no event later than ninety (90) days after the Closing Date. The Company entered into a voting agreement (the “Voting Agreement”) with Michael Winston, the Company’s Interim Chief Executive Officer, and the Sponsor, who together held approximately 43.6% of the voting power of the Company as of the record date for the Company’s annual meeting of stockholders, agreeing to vote in favor of the proposal. At its annual meeting of stockholders, which took place on September 24, 2024, the Company sought stockholder approval for the potential issuance of shares of common stock pursuant to the Selling Stockholder Transaction in an amount that, upon issuance, could result in the issuance of shares of common stock in an amount in excess of 20% of the Company’s outstanding shares of common stock at a price less than the “minimum price” as defined by and in accordance with Nasdaq Listing Rule 5635(d). The Company’s stockholders approved such potential issuance at the annual meeting. The 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 the Selling Stockholder have agreed that the Required Reserve Amount is 45,000,000 shares of Common Stock. In order to meet that obligation, the Company sought stockholder approval to amend its certificate of incorporation to increase the number of authorized shares of Common Stock to 200,000,000 at its annual meeting of stockholders. The Company received such approval on September 24, 2024.

Additionally, on March 29, 2024, the Company entered into the Registration Rights Agreement the Selling Stockholder, which, among other things, provides that the Company will register the resale of the 250,000 shares of Common Stock and the shares of Common Stock issuable upon conversion of the Series B Preferred Stock, including the Series B Preferred Stock issuable upon exercise of the Warrant. The Company is required to prepare and file a registration statement with the SEC no later than 30 days following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), but in no event later than May 15, 2024 (the “Filing Failure”, and such deadline, the “Filing Deadline”), and to use its commercially reasonable efforts to have the registration statement and any amendment declared effective no later than the earlier of the (a) 60th calendar day following the filing of the Form 10-K (or, if such registration statement is subject to a full review by the SEC, the 100th calendar day after such filing) and (b) 2nd business day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review (the “Effectiveness Deadline”). The Company filed a registration statement on Form S-1 pursuant to the foregoing obligation by the Filing Deadline, and does not owe the Selling Stockholder a fee of $100,000. Because this registration statement was not declared effective by the SEC by the Effectiveness Deadline, the Company was obligated pay to the Selling Stockholder a $100,000 Effectiveness Fee. On September 3, 2024 the Company issued to the Selling Stockholder 100,000 Effectiveness Shares in lieu of paying the Effectiveness Fee in cash.

The Company has also agreed to, among other things, indemnify the Selling Stockholder, its members, managers, directors, officers, partners, employees, agents, representatives and persons who control the Selling Stockholder under the registration statement from certain liabilities and pay all fees and expenses (excluding any underwriting discounts and selling commissions) incident to the Company’s obligations under the Registration Rights Agreement.

The securities issued pursuant to the Securities Purchase Agreement were not registered under the Securities Act and were offered pursuant to an exemption from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated under the Securities Act. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Copies of the Securities Purchase Agreement, the Voting Agreement, the Warrant, the Registration Rights Agreement, and the Letter Agreement are filed as Exhibits 10.30, 10.31, 4.5, 10.32, and 10.39, respectively, to the registration statement of which this prospectus forms a part. The above summary of such agreements and documents does not purport to be complete and is qualified in its entirety by reference such agreements and is incorporated herein by reference herein.

Share Purchase Agreement

The Company has access to an aggregate of $40 million from the Share Purchase Agreement with GEM less drawdowns of $1,110,000 to date. In consideration for GEM’s services under the Share Purchase Agreement, the Company has agreed to pay GEM a commitment fee equal to $800,000 payable in cash or freely tradable shares of Common Stock, at the option of the Company. Upon the Company’s issuance of shares in connection with any drawdown purchase made by GEM, the Company is 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 shall be paid on or before the first anniversary of the closing of the Business Combination. The Company is obligated to pay the commitment fee regardless of the amount of funds it draws down under the Share Purchase Agreement.

GEM is not obligated to purchase shares under the Share Purchase Agreement if any purchase of shares would result in GEM and its affiliates beneficially owning, directly or indirectly, at the time of the proposed issuance, more than 9.99% of the number of issued and outstanding shares of Common Stock as of the date of such proposed issuance. GEM may waive the restriction under the Share Purchase Agreement by providing the Company with sixty-one (61) days’ notice that the Purchaser would like to waive the restriction with regard to any or all shares issuable pursuant to the Share Purchase Agreement.

On August 10, 2023, the Company issued the GEM Warrant, pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, 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 exercise price of the GEM Warrant, as of December 31, 2024, was $8.40 per share; provided, that, if the average closing price of Jet.AI’s Common Stock for the 10 trading days following the first anniversary of the date of listing is less than 90% of the then current exercise price of the GEM Warrant, then the exercise price of the GEM Warrant will be adjusted to 110% of our then current trading price. The warrant may be exercised by payment of the per share amount in cash or through a cashless exercise.

The GEM Warrant provides that GEM can elect to limit the exercisability of the GEM Warrant such that it is not exercisable to the extent that, after giving effect to the exercise, GEM and its affiliates, to the Company’s actual knowledge, would beneficially own in excess of 4.99% of Jet.AI’s Common Stock outstanding immediately after giving effect to such exercise. GEM has made this election, which makes funds available under the Share Purchase Agreement in excess of this 4.99% ownership limit up to the 9.99% ownership restriction in the Share Purchase Agreement. GEM may revoke this election by providing written notice, which revocation will not be effective until the sixty-first (61st) day thereafter.

Meteora Transactions

On August 6, 2023, we entered into a Forward Purchase Agreement with Meteora for OTC Equity Prepaid Forward Transactions. The purpose of our entering into this agreement and these transactions was to provide a mechanism whereby Meteora would purchase, and waive their redemption rights with respect to, a sufficient number of Oxbridge Class A ordinary shares to enable Oxbridge to have at least $5,000,000 of net tangible assets, a non-waivable condition to the Closing of the Business Combination and to provide the Company with cash to meet a portion of the transaction costs associated with the Business Combination.

Pursuant to the terms of the Forward Purchase Agreement, Meteora intended, but was not obligated to, purchase up to 1,186,952 (the “Purchased Amount”) of Oxbridge’s Class A ordinary shares concurrently with the Closing. The shares initially purchased by Meteora consisted of 663,556 Recycled Shares it purchased from third parties through a broker in open market transactions and 247,000 Additional Shares it purchased directly from us in a private placement, pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, for a per share price of $10.00 pursuant to an FPA Funding Amount PIPE Subscription Agreement. Of these Recycled Shares, 50,000 Recycled Shares represented Share Consideration to Meteora under the Forward Purchase Agreement and are not subject to the terms of the Forward Purchase Agreement, meaning that Meteora is free to sell such shares and retain all proceeds therefrom. Netting out the Share Consideration, the total “Number of Shares” initially subject to the terms of the Forward Purchase Agreement was 861,312. Following the Closing of the Business Combination, we paid to Meteora $6,805,651 representing amounts payable by us to Meteora under the Forward Purchase Agreement, net of the aggregate purchase price of the total number of Additional Shares issued to Meteora under the FPA Funding Amount PIPE Subscription Agreement; and Meteora paid us ½ of the Prepayment Shortfall, or $625,000.

Pursuant to the terms of the Forward Purchase Agreement, in December 2023, Meteora sent OET Notices to the Company informing the Company that it had elected to terminate the transaction with respect to all outstanding shares and paid the Company an aggregate $921,945. As a result of the foregoing transactions, the net proceeds received by the Company from the issuance of additional Common Stock pursuant to the Forward Purchase Agreement and the FPA Funding Amount PIPE Subscription Agreement are $1,221,945 and the facility was terminated.

Bridge Agreement

On September 11, 2023, the Company entered into a binding term sheet (“Bridge Agreement”) with eight investors to provide the Company $500,000 of short-term bridge financing pending its receipt of funds from its other existing financing arrangements.

The Bridge Agreement was entered into with, and funding was provided by, Michael Winston, the Executive Chairman of the Board and Interim Chief Executive Officer, Wrendon Timothy, a member of the Board and all three Committees of the Board, William Yankus, a member of the Board and two of its Committees, and Oxbridge RE Holdings Limited, a significant stockholder of the Company for which Mr. Timothy serves as a director and officer, as well as the four other investors named in the Bridge Agreement.

Given Mr. Winston’s dual role as a participant in the negotiations with third parties and his participation in the bridge financing itself, for avoidance of doubt, he waived any right to receive accrued interest on the principal amount of his Note, as well as any redemption premium or any increase in the principal amount of his Note in connection with an event of default (the “Waiver”). The Company’s Audit Committee pursuant to its charter, and the full Board, including a majority of disinterested directors, unanimously approved the Bridge Agreement, in each case finding that the Bridge Agreement was in the best interests of the Company and its stockholders.

As of December 31, 2023, the Bridge Agreement provided for the issuance of Notes, in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The Notes bore interest at 5% per annum and matured on March 11, 2024. The Company was required to redeem the Notes with 100% of the proceeds of any equity or debt financing at a redemption premium of 110% of the principal amount of the Notes. In March 2024, the Company fully repaid the Bridge Agreement in the amount of approximately $683,000, representing principal, redemption premium and interest.

Other Equity Issuances and Settlement Arrangements

Maxim Payment and Settlement Agreement

On August 10, 2023, the Company entered into a settlement agreement (“Maxim Settlement Agreement”) with Maxim, the underwriter for the Company’s initial public offering. Pursuant to the Maxim Settlement Agreement, the Company issued to Maxim Partners in a private placement pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act, (a) 270,000 shares of Common Stock to Maxim Partners to settle the payment obligations of the Company under the underwriting agreement dated on or about August 11, 2021, by and between the Company and Maxim and (b) 1,127 Series A Preferred Shares to Maxim Partners in an amount equal in value to $1,127,000 (the “Series A Preferred Shares”). The Series A Preferred Shares accrue interest at the rate of 8% per annum (which increases to 18% if the Company fails to meet certain obligations under the terms thereof), payable quarterly and, at the Company’s option, in shares of Common Stock. The Series A Preferred Shares are convertible into 112,700 shares of Common Stock. The Company also issued 115,000 shares of Common Stock to Maxim Partners on August 16, 2021, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, to meet a payment obligation under the underwriting agreement in connection with Oxbridge’s IPO, representing a value of $9.00 per share reflecting an allocation of the $10.00 per Unit IPO price.

The Company may, subject to certain conditions, redeem the outstanding Series A Preferred Shares in cash at the $1,000 original issue price, subject to adjustment, plus accrued and unpaid dividends. The Company was required to redeem all the outstanding Series A Preferred Shares on August 10, 2024, which was automatically extended by an additional three (3) month period because the Company has not closed upon one or more equity financings that, in total, result in gross proceeds to the Company of $10.0 million or greater. If the Company raises equity capital, 15% of the net proceeds will be used to redeem the Series A Preferred Shares if requested by the holder.

In July 2024 the Company and Maxim entered into an amendment to the Maxim Settlement Agreement and agreed to, among other things, amend the definition of the “Series A Conversion Price” for the Series A Preferred Shares and certain restrictions with respect to shares of Company common stock Maxim may acquire upon the conversion of its Series A Preferred Shares.

Sponsor Settlement Agreement

On August 10, 2023, the Company entered into settlement agreement (“Sponsor Settlement Agreement”) with OAC Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”), the sponsor of Oxbridge. Pursuant to the Sponsor Settlement Agreement, the Company issued, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act, 575 Series A-1 Preferred Shares to settle the payment obligations of the Company under a promissory note in the principal amount of $575,000 dated November 14, 2022 in favor of Sponsor. The Series A-1 Preferred Shares accrue interest at the rate of 5% per annum (which increases to 18% if the Company fails to meet certain obligations under the terms thereof), payable quarterly in cash. The Series A-1 Preferred Shares are convertible into 57,500 shares of Common Stock. The shares of Common Stock issuable upon conversion of the Series A-1 Preferred Shares are subject to a registration rights agreement between the Company and Sponsor.

The Company may, subject to certain conditions, redeem the outstanding Series A-1 Preferred Shares in cash at the $1,000 original issue price, subject to adjustment, plus accrued and unpaid dividends. The Company was required to redeem all the outstanding Series A-1 Preferred Shares on August 10, 2024, which was automatically extended by an additional three (3) month period because the Company has not closed upon one or more equity financings that, in total, result in gross proceeds to the Company of $10.0 million or greater. If the Company raises equity capital, 15% of the net proceeds will be used to redeem the Series A-1 Preferred Shares if requested by the holder.

Warrants

On various dates at the end of December 2023 and through early 2024, we entered a number of separate warrant exchange agreements with various unaffiliated third-party warrant holders with respect to warrants to purchase an aggregate of 1,486,217 shares of our Common Stock (the “Exchanged Warrants”). Pursuant to these warrant exchange agreements, the Company issued an aggregate of 1,486,217 shares of Common Stock to those warrant holders in exchange for the surrender and cancellation of the Exchanged Warrants, in reliance upon the exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended.

A copy of the form of warrant exchange agreement is filed as Exhibit 10.28 to the registration statement of which this prospectus forms a part.

In December 2023 and January 2024, holders of an aggregate of 154,563 JTAIW warrants were exercised for an equal number of shares of our Common Stock, generating net proceeds to us of $1,777,475.

Cash Flows

As of December 31, 2023, the Company’s cash and equivalents were approximately $2.1 million, including approximately $500,000 of restricted cash under its aircraft leasing arrangements described below.

The following table summarizes our cash flows for year ended December 31, 2023 and 2022:

Cash Flow from Operating Activities

The increase in net cash used in operating activities for 2023 was primarily driven by increase in operating loss discussed above.

Cash Flow from Investing Activities

Net cash used in investing activities for the year ended December 31, 2023 was $190,998, primarily relating to the Company’s investment in 380 Software LLC, a 50/50 joint venture subsidiary with Great Western Air LLC dba Cirrus Aviation Services as well as the purchase of the Jet.AI domain name. This is compared to net cash provided by investing activities in 2022 of $290,488 driven by an increase in aircraft deposit rebates.

Cash Flow from Financing Activities

Net cash provided by financing activities of $4.5 million for the year ended December 31, 2023, was primarily driven by net offering proceeds (net of offering costs from the Company’s Regulation A offering) of $2.4 million. These net offering proceeds reflect (1) approximately $1.2 million in proceeds from the Forward Purchase Agreement and (2) approximately $1.2 million of net proceeds from the latter part of the Company’s Regulation A offering of non-voting Common Stock which terminated in January 2023. From June 2021 to January 2023, the Company conducted an offering under Regulation A and issued 8,767,126 shares, or approximately 271,000 shares of Common Stock and 432,000 Merger Consideration Warrants following the Business Combination, and representing approximately $6.6 million in gross proceeds. In addition, in 2023 the Company raised $500,000 under its Bridge Agreement, approximately $1.0 million from the exercise of warrants and approximately $621,000 of proceeds from the Business Combination.

Aircraft Financing Arrangements

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 year ended December 31, 2023 for a further description of these leasing arrangements.

In June 2022, the Company received an unsolicited offer for the outright purchase of one of its HondaJet Elite aircraft, which netted the Company approximately $1.2 million of proceeds over the leased cost. After internal financial and legal review, the Company determined that the sale of the aircraft would offer a net benefit to its stakeholders. The Company considered a number of factors in making this decision, including but not limited to: (1) the availability of replacement aircraft, (2) pilot availability, (3) the time to register the aircraft for commercial use, and (4) the risk-adjusted lifetime return on capital associated with operating the aircraft relative to the purchase price offered.

Plan of Operation

Aviation

The Company contemplates acquiring addition aircraft to grow its business and it currently anticipates financing the acquisition of such aircraft through the sale of fractional and whole interests, debt/lease financing and advanced sales of flight time.

In the fourth quarter of 2022, we launched the Onboard Program to allow aircraft owners to contribute their aircraft to the Company’s charter and jet card inventory. The Onboard Program requires one month FAA conformity of aircraft onto the Cirrus Aviation Part 135 certificate, a one week pilot recertification course for charter operation and execution of a limited management agreement.

Software

CharterGPT powered by Jet.AI: We plan to build a natural language interface charter app to replace the existing B2C app found in the iOS/Android stores, respectively. We retained two individuals who act as external contractors, who collaborate with our CTO. We own, without restriction, all rights to all intellectual property generated for the CharterGPT project by these external contractors. The nature of the work performed by the external contractors relates to the design and implementation of the App’s front-end and back end, respectively. The front-end contractor envisions and renders a visually appealing and intuitive workflow for the App compatible with the input requirements of the back end. The App workflow includes but is not limited to registration, charter jet search, booking, and payment. The back-end developer writes original computer code and integrates certain open-source software. For more information on the proposed features and benefits see the section of this prospectus entitled “Business — Strategy – Artificial Intelligence.”

Jet.AI Operator Platform: Jet.AI plans to reorganize and to recharacterize its B2B software development efforts under the banner of a new suite of SaaS products termed “Jet.AI Operator Platform” as follows:

Critical Accounting Estimates

Going Concern and Management Plans

The Company has limited operating history and has incurred losses from operations since its inception. These matters raise concern about the Company’s ability to continue as a going concern.

The Company began ramping up its revenue-generating activities during the second half of the year ended December 31, 2021 and continuing into 2022 and 2023. During the next twelve months, the Company intends to fund its operations with funds from its operations, and drawdowns under the Share Purchase Agreement, as well as proceeds from other 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.

Basis of Presentation for the Business Combination

The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby Oxbridge 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 Oxbridge, accompanied by a recapitalization. The net assets of Oxbridge were stated at historical cost, with no goodwill or other intangible assets recorded.

Jet Token has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:

Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Material estimates that are particularly susceptible to significant change in the near-term relate to the fair value of options granted. Although considerable variability is likely to be inherent in these estimates, management believes that the amounts provided are reasonable. These estimates are continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations.

Revenue Recognition

In applying the guidance of ASC 606, the Company determines revenue recognition through the following steps:

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 (iv) aircraft management.

Under the fractional ownership program, a customer purchases an ownership share in a jet which guarantees the customer access to the jet for a preset number of hours per year. The fractional ownership program consists of a down payment, one or more progress payments, a payment on delivery, a monthly management fee and an occupied hourly fee based on usage. Revenues from the sale of fractional or whole interests in an aircraft are recognized at the time title to the aircraft is transferred to the purchasers, which generally occurs upon delivery or ownership transfer.

The jet card program provides the customer with a preset number of hours of guaranteed private jet access over the agreement term (generally a year) without the larger hourly or capital commitment of purchasing an ownership share. The jet card program consists of a fixed hourly rate for flight hours typically paid 100% up front.

Revenue is recognized upon transfer of control of the Company’s promised services, which generally occurs upon the flight hours being used. Any unused hours for the fractional jet and jet card programs are forfeited at the end of the contract term and are thus immediately recognized as revenue at that time.

Deferred revenue is an obligation to transfer services to a customer for which the Company has already received consideration. Upon receipt of a prepayment from a customer for all or a portion of the transaction price, the Company initially recognizes a contract liability. The contract liability is settled, and revenue is recognized when the Company satisfies its performance obligation to the customer at a future date.

The Company also generates revenues from individual ad hoc charter bookings processed through the Company’s booking app, whereby the Company will source, negotiate, and arrange travel on a charter basis for a customer based on pre-selected options and pricing provided by the Company to the customer through the app. In addition, Cirrus markets charter on the Company’s aircraft for the Company’s benefit. Deferred revenue with respect to bookings through the app was $268,818 as of December 31, 2023.

The Company utilizes certificated independent third-party air carriers in the performance of a portion of flights. The Company evaluates whether there is a promise to transfer services to the customer, as the principal, or to arrange for services to be provided by another party, as the agent, using a control model. The nature of the flight services the Company provides to members is similar regardless of which third-party air carrier is involved. The Company directs third-party air carriers to provide an aircraft to a member or customer. Based on evaluation of the control model, it was determined that the Company acts as the principal rather than the agent within all revenue arrangements. Owner charter revenue is recognized for flights where the owner of a managed aircraft sets the price for the trip. The Company records owner charter revenue at the time of flight on a net basis for the margin we receive to operate the aircraft. If the Company has primary responsibility to fulfill the obligation, then the revenue and the associated costs are reported on a gross basis in the consolidated statements of operations.

Flights

Flights and flight-related services, along with the related costs of the flights, are earned and recognized as revenue at the point in time in which the service is provided. For round-trip flights, revenue is recognized upon arrival at the destination for each flight segment.

Fractional and jet card members pay a fixed quoted amount for flights based on a contractual capped hourly rate. Ad hoc charter customers primarily pay a fixed rate for flights. In addition, flight costs are paid by members through the purchase of dollar-denominated prepaid blocks of flight hours (“Prepaid Blocks”), and other incidental costs such as catering and ground transportation are billed monthly as incurred. Prepaid Blocks are deferred and recognized as revenue when the member completes a flight segment.

Aircraft Management

The Company manages aircraft for owners in exchange for a contractual fee. Revenue associated with the management of aircraft also includes the recovery of owner-incurred expenses including maintenance coordination, cabin crew and pilots, as well as recharging of certain incurred aircraft operating costs and expenses such as maintenance, fuel, landing fees, parking and other related operating costs. The Company passes the recovery and recharge costs back to owners at either cost or a predetermined margin.

Aircraft management-related revenue contains two types of performance obligations. One performance obligation is to provide management services over the contract period. Revenue earned from management services is recognized over the contractual term, on a monthly basis. The second performance obligation is the cost to operate and maintain the aircraft, which is recognized as revenue at the point in time such services are completed.

Aircraft Sales

The Company acquires aircraft from vendors and various other third-party sellers in the private aviation industry. The Company’s classifies the purchase as aircraft inventory on the consolidated balance sheets. Aircraft inventory is valued at the lower of cost or net realizable value. Sales are recorded on a gross basis within revenues and cost of revenue in the consolidated statements of operations.

Pass-Through Costs

In applying the guidance of ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are distinct performance obligations. The Company then assesses whether it is acting as an agent or a principal for each identified performance obligation and includes revenue within the transaction price for third-party costs when the Company determines that it is acting as the principal.

Cost of Sales

The cost of sales expenses includes costs incurred in providing air transportation services, such as chartering third-party aircraft, aircraft lease expenses, pilot training and wages, aircraft fuel, aircraft maintenance, and other aircraft operating expenses.

Stock-Based Compensation

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.

Trend Information

The Company’s business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state, federal and foreign governmental policy decisions. A host of factors beyond Jet.AI’s control could cause fluctuations in these conditions. Adverse conditions may include but are not limited to: changes in the airline industry, fuel and operating costs, changes to corporate governance best practices for executive flying, general demand for private jet travel, regulations on carbon emissions from aviation and market acceptance of the Company’s business model. These adverse conditions could affect the Company’s financial condition and the results of operations.

BUSINESS

Overview

Our business strategy combines concepts from fractional jet and charter jet programs with innovations in artificial intelligence, also referred to herein is “AI.” Our purposeful enhancement of price discovery has the potential to produce fairer and more inclusive results for aircraft owners and travelers alike.

We formed the Company on June 4, 2018. We developed and, in September 2019, launched our booking platform represented by our iOS app JetToken (the “App”), which originally functioned as a prospecting and quoting platform to arrange private jet travel with third party carriers. Following our acquisition of HondaJets, we began selling jet cards and fractional ownership interests in our aircraft. In 2023, we launched an AI-enhanced booking app called CharterGPT, as more fully discussed under “ – Our Software Platforms – Our Booking Platform and CharterGPT” and “Strategy - Artificial Intelligence” below.

Beginning in 2023, we launched our Jet.AI Operator Platform to provide a B2B software platform for SaaS products. Currently we offer the following SaaS software to aircraft owners and operators generally:

We have also established a specific version of a private jet by the seat booking tool called for the Las Vegas Golden Knights and Cirrus Aviation via 380 Software LLC. 380 Software LLC is a by-the-seat charter joint venture between us and Cirrus Aviation.

Our strategy involves expanding our fleet of aircraft with larger aircraft capable of traveling longer distances, developing a national jet card program based on third party aircraft, further enhancing the AI functionality of Charter GPT, and expanding upon our B2B software offerings. Our strategy involves expanding our fleet of aircraft with larger aircraft capable of traveling longer distances, further enhancing the AI functionality of Charter GPT, expanding upon Reroute AI and DynoFlight.

The Business Combination

General

On August 10, 2023, Jet.AI Inc., a Delaware corporation (f/k/a Oxbridge Acquisition Corp.), consummated a “Business Combination” pursuant to the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of May 11, 2023, by and among Oxbridge Acquisition Corp. (“Oxbridge”), the Merger Subs and Jet Token. Pursuant to the Business Combination Agreement, Oxbridge redomiciled as a Delaware corporation and was immediately renamed Jet.AI, Inc., and promptly thereafter, (a) First Merger Sub merged with and into Jet Token with Jet Token surviving the merger as a wholly owned subsidiary of Jet.AI Inc., and (b) Jet Token merged with and into Second Merger Sub (each merger and all other transactions contemplated by the Business Combination Agreement, the “Business Combination”).

As a result of the Business Combination:

As a result of the Business Combination, Jet.AI Inc. has one class of Common Stock, listed on Nasdaq under the ticker symbol “JTAI”, and had two classes of warrants the Jet.AI Warrants and the Merger Consideration Warrants, listed on Nasdaq under the ticker symbols “JTAIW” and “JTAIZ” respectively.

Certain Financing Arrangements

Prior to and in connection with the Business Combination, we entered into financing arrangements intended to provide us with equity-based financing.

In August 2022, Jet Token entered into a Share Purchase Agreement, dated as of August 4, 2022 (the “Share Purchase Agreement”), with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together with GEM Yield LLC SCS, “GEM”), which was automatically assigned to the Company upon the Closing of the Business Combination. Under the Share Purchase Agreement, the Company has the right to periodically issue and sell to GEM, and GEM has agreed to purchase, up to $40,000,000 aggregate value of shares of the Company’s Common Stock (the “Aggregate Limit”) during the 36-month period following the date of the Closing of the Business Combination. GEM is not obligated to purchase shares under the Share Purchase Agreement if any purchase of shares would result in GEM and its affiliates beneficially owning, directly or indirectly, at the time of the proposed issuance, more than 9.99% of the number of issued and outstanding shares of Common Stock as of the date of such proposed issuance. In consideration for these services, the Company has agreed to pay GEM a commitment fee equal to $800,000 payable in cash or freely tradable shares of Common Stock at the “Daily Closing Price” of the Common Stock, at the option of the Company. Pursuant to the Share Purchase Agreement, 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, with exercisability currently limited to 4.99% of the Company’s Common Stock outstanding immediately after giving effect to such exercise. The GEM Warrant has a term of three years from the date of issuance and, as of December 31, 2024, had an exercise price of $8.40 per share (subject to potential reduction in August 2024).

On August 6, 2023, we entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Meteora”) (as amended on August 31, 2023 and October 2, 2023, the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. The primary purpose of our entering into the Forward Purchase Agreement and these transactions was to provide a mechanism whereby Meteora would purchase, and waive their redemption rights with respect to, a sufficient number of Oxbridge Class A ordinary shares to enable Oxbridge to have at least $5,000,000 of net tangible assets, a non-waivable condition to the Closing of the Business Combination and to provide the Company with cash to meet a portion of the transaction costs associated with the Business Combination. Following the Closing of the Business Combination, we paid to Meteora $6,805,651, representing amounts payable by us to Meteora under the Forward Purchase Agreement, net of the aggregate purchase price of the total number of Additional Shares (as defined and discussed below) issued to Meteora under the FPA Funding Amount PIPE Subscription Agreement; and Meteora paid us ½ of the Prepayment Shortfall (as defined below), or $625,000. The Forward Purchase Agreement was amended to provide payment to the Company of an additional $550,000, reflecting payment in full of the amended Prepayment Shortfall of $1,175,000. The Company also received approximately $1.2 million from the issuance of Common Stock under the Forward Purchase Agreement, including due to early termination of the facility.

In connection with the Business Combination, we also entered into settlement agreements with Maxim, the underwriter for the Company’s initial public offering, and with OAC Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”), the sponsor of Oxbridge, each providing for the issuance of equity in satisfaction of Oxbridge payment obligations.

Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources – Overview” for a further discussion of the terms of these financing arrangements and other recent financing transactions.

Recent Events

Nasdaq Compliance

Our Common Stock is currently listed on Nasdaq under the symbol “JTAI”. On December 1, 2023, the Company received a notification letter (the “Initial Notice Letter”) from the Nasdaq Listing Qualifications Staff of Nasdaq notifying the Company that its amount of stockholders’ equity has fallen below the $10 million required minimum for continued listing on The Nasdaq Global Market set forth in Nasdaq Listing Rule 5450(b)(1)(A) (the “Minimum Stockholders’ Equity Requirement”). The Company’s stockholders’ deficit as of December 31, 2023 was $(3,963,039). The Initial Notice Letter also noted that as of September 30, 2023, the Company did not meet The Nasdaq Global Market alternative listing criteria for the “Market Value” standard or the “Total Assets / Total Revenues” standard. The Initial Notice Letter further noted that the Company may consider applying to transfer the Company’s securities to The Nasdaq Capital Market, which would require the Company to, among other things, meet The Nasdaq Capital Market’s continued listing requirements. On August 14, 2024, the Nasdaq Hearings Panel granted the Company’s request to transfer the Company’s securities from The Nasdaq Global Market to The Nasdaq Capital Market to be effective as of the opening of trading on August 16, 2024.

On April 14, 2024, the Company received an additional notification letter from Nasdaq (the “Second Notice Letter”) stating that the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), as the minimum bid price of the Company’s Common Stock has been below $1.00 per share for 30 consecutive business days (the “Minimum Bid Price Requirement”). The notification of noncompliance has no immediate effect on the listing or trading of the Company’s Common Stock on Nasdaq. The Company has 180 calendar days, or until October 14, 2024, to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the minimum bid price of the Company’s Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during this 180-calendar day grace period. In the event the Company does not regain compliance with the Minimum Bid Price Requirement by October 14, 2024, the Company may be eligible for an additional 180-calendar day compliance period because it elected to transfer to The Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing requirements for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and would need to provide written notice of its intention to cure the bid price deficiency during the second compliance period. The Company’s failure to regain compliance during this period could result in delisting. The Company intends to actively monitor the bid price of its Common Stock and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement.

On May 30, 2024, the Company received an additional notification letter from Nasdaq (the “Third Notice Letter”) stating that the Company has not regained compliance with the Minimum Stockholders’ Equity Requirement for continued listing discussed in the Initial Notice Letter, which it was required to meet by May 29, 2024 pursuant to its compliance plan. The Third Notice Letter notified the Company that, unless the Company requested an appeal hearing before the Nasdaq Hearings Panel (the “Panel”) by June 6, 2024, trading of the Company’s Common Stock would be suspended at the opening of business on June 10, 2024, and a Form 25-NSE would be filed with the SEC, which would remove the Company’s securities from listing and registration on Nasdaq (such notification, the “Delisting Notice”).

As directed in the Third Notice Letter, the Company timely requested a hearing before the Panel and paid the applicable fee to appeal the Delisting Notice. The Delisting Notice has no immediate effect on the listing or trading of the Company’s Common Stock. The Company’s hearing request stayed the suspension of trading on the Company’s securities, and the Company’s securities continue to trade on Nasdaq. On August 14, 2024, in connection the implementation of the Company’s compliance plan, the Nasdaq Hearings Panel granted the Company’s request to transfer the Company’s securities from The Nasdaq Global Market to The Nasdaq Capital Market to be effective as of the opening of trading on August 16, 2024. Further the Nasdaq Hearings Panel granted the Company’s request to have until November 26, 2024 to demonstrate compliance with its previously submitted plan, a deadline that the Company believes to be attainable. The Company is working diligently to cure the deficiencies set forth in the Delisting Notice and plans to regain compliance with the continued listing requirements as soon as practicable.

Although the Company believes it will be able to achieve compliance with Nasdaq’s continued listing requirements, there can be no assurance that the Company will be able to regain compliance with such requirements, or maintain compliance with any other listing requirements within the time frame required by Nasdaq or at all, particularly if the Company’s stock price trades below $1.00 for a sustained period. Nasdaq’s determination that we fail to meet the continued listing standards of Nasdaq may result in our securities being delisted from Nasdaq as set forth in the Delisting Notice.

Letter Agreements

On September 24, 2024, the Company and the Selling Stockholder entered into the Letter Agreement that set forth certain understandings and agreements among the Company and the Selling Stockholder. Pursuant to the Letter Agreement, the Selling Stockholder agreed to refrain from taking action to protect its legal rights under the transaction documents, related to certain actions and transactions identified in the Letter Agreement that the Company has undertaken or effected prior to the date of the Letter Agreement. As consideration for the waiver, the Company agreed to a release of the Selling Stockholder and its affiliates and issued an additional 50 shares of Series B Preferred Stock to the Selling Stockholder.

On October 10, 2024, the Company and the Selling Stockholder entered into the Second Letter Agreement that set forth certain understandings and agreements among the Company and the Selling Stockholder. Pursuant to the Second Letter Agreement, the Selling Stockholder agreed to refrain from taking action to protect its legal rights under the transaction documents, related to certain actions and transactions identified in the Second Letter Agreement. Such actions include the Company’s filing of an amendment to the registration statement on Form S-1 (File No. 333-281911) with the SEC and a registered direct offering. As consideration for the waiver, the Company agreed to change the Conversion Measurement Period (as defined in the Certificate of Designations) for the previously issued 200 shares of Series B Preferred Stock to begin on March 28, 2024 and to end in accordance with the Certificate of Designations.

Registered Direct Offering

On October 10, 2024, the Company entered into Securities Purchase Agreements (the “RDO Purchase Agreements”) with institutional investors for the sale by the Company of 26,666,666 shares (the “RDO Shares”) of the Company’s Common Stock at a per share price of $0.09. The closing of the offering occurred on October 11, 2024. The gross proceeds to the Company from the offering was approximately $2.4 million, before deducting the placement agent’s fees and other estimated offering expenses payable by the Company. The offering of the RDO Shares was made pursuant to a shelf registration statement on Form S-3 (File No. 333-281578), which was originally filed by the Company with the SEC on August 15, 2024, and declared effective on September 9, 2024. The Company filed a prospectus supplement dated October 11, 2024 with the SEC in connection with the offer and sale of the RDO Shares on October 11, 2024.

Also on October 10, 2024, the Company entered into a placement agency agreement with Maxim (the “RDO Placement Agency Agreement”), pursuant to which the Company agreed to pay the Maxim an aggregate fee equal to 7.0% of the aggregate gross proceeds received by the Company from the sale of the RDO Shares in the offering. The Company also agreed to reimburse Maxim for certain expenses in an amount up to $100,000.

In connection with the offer and sale of the RDO Shares, the Company’s directors and executive officers entered into lock-up agreements, pursuant to which they agreed, for a period of 90 days after the closing and subject to certain exceptions, not to directly or indirectly offer, sell, or otherwise transfer or dispose of, directly or indirectly, any common stock of the Company or any securities convertible into or exercisable or exchangeable for common stock of the Company.

Our Aircraft Operations

In July 2021, we leased a HondaJet aircraft under a short-term lease arrangement, which terminated in February 2022, to accelerate our aircraft operations and sales of jet card memberships. We have acquired four HondaJet Elite aircraft under our 2020 Purchase Agreement with Honda Aircraft Company, discussed under “– Our Aircraft” below, all four of which have been sold, but three of which remain part of our fleet, as discussed below, with three of the four aircraft having been delivered in 2022. Great Western Air, LLC (DBA Cirrus Aviation Services, LLC) (“Cirrus”) is managing, operating, and maintaining our aircraft and has a growing team of pilots that have been specially trained on the HondaJet at the Flight Safety facility on the Honda Aircraft Company campus in Greensboro, NC. Cirrus has additionally developed a safety co-pilot training program in coordination with the FAA and a local flight training academy for licensed pilots already skilled with the Garmin 1000 avionics suite.

We offer the following programs for our HondaJet Elite aircraft:

In addition to servicing members, fractional owners and third-party charter clients, our HondaJets are available to address unexpected cancellations or delays on brokered charters. Unlike most of our brokerage competitors, as well as many business jet management companies which require owner approval before their aircraft can be used for third party charter, we believe maintaining a fleet of readily available aircraft to back fill third party charter services provides more reliability and is an attractive selling point for potential clients.

In 2022, we entered into agreements with Cirrus under which we will sell jet cards for Cirrus’s aircraft, for a commission for sales and client management services, and we make Cirrus’s aircraft available to our customers for charter bookings at preferred rates and with certain service guarantees. As a result, our jet card members and charter customers have access to twenty of Cirrus’s aircraft in the light, mid, super-mid, heavy, and ultra-long-range categories, comprising the following aircraft: CJ3+, CJ4, Lear 45XR, Citation XLS+, Lear 60, Hawker 900XP, Challenger 300, Challenger 604, Falcon 900EX, Challenger 850, Gulfstream V and Gulfstream G550.

In the fourth quarter of 2022, we launched the Onboard Program to allow aircraft owners to contribute their aircraft to the Company’s charter and jet card inventory. The Onboard Program requires one month FAA conformity of aircraft onto the Cirrus Aviation Part 135 certificate, a one-week pilot recertification course for charter operation and execution of a limited management agreement. To date we have a CJ4 customer aircraft managed pursuant to our OnBoard Program.

Our Software Platforms

Our Booking Platform CharterGPT

Our booking platform displays a variety of options across private aircraft types in addition to the pricing of our own aircraft, with a range of prices drawn from a list of thousands of aircraft for hire. We offer users the ability to request a jet and to simultaneously task us with seeking a lower-cost otherwise superior alternative. Our App (or CharterGPT) is directly connected via our application programming interface (API) to Avinode, the major centralized database in private aviation. Through Avinode we can electronically and automatically correspond with operators of private jets who have posted their aircraft for hire. We envision a time when CharterGPT draws upon resources other than Avinode for private aircraft inventory, in particular we contemplate a connection between the inventory found in Reroute AI and CharterGPT.

The CharterGPT app, which we released in the iOS and Android stores in 2023 to replace the charter booking function of our Jet Token App, automates certain of these manual steps involved in charter bookings, and we believe this automation will enable us to scale charter activity with fewer persons than would be normally required. In particular, CharterGPT is designed to do the following: (1) intake travel requirements in natural language and then interact with customers to provide substantive replies and actionable suggestions with quality indistinguishable from an experienced charter professional; (2) power the content behind outbound calls to smaller charter operators to confirm electronic indications of interest communicated via the Avinode centralized booking database of private aircraft; (3) reconcile the natural language terms in a third party jet operator contract with the terms and conditions in the contract the customer signs with us (4) verify that payment for the charter has cleared.

Jet.AI Operator Platform

Jet.AI provides and continues to develop a B2B software platform for a suite of SaaS products termed “Jet.AI Operator Platform” which currently consists of:

Reroute AI

In 2024 we launched Reroute AI. Reroute AI software is web based and enables FAA Part 135 operators to earn revenue on otherwise empty flight legs. When prompted with basic travel itinerary information such as city pair and date of travel, Reroute AI searches its database of empty flight legs and proposes novel combinations of those legs that meet these constraints it has been given. Its database of empty flight legs comes from API integrations with certain other databases and a ChatGPT enhanced scrape of publicly available empty leg lists published by Part 135 operators. An operator may upload its own aircraft tail numbers and empty leg list if for any reason one or both have not already been uploaded into the system. Jet.AI generates revenue from Reroute AI when an operator wishes to book an itinerary proposed by the software that involves the use of aircraft outside that operator’s fleet. In that instance, Jet.AI acts as broker to the operator using Reroute AI’s proposed itinerary and a human in the loop to negotiate the new pricing and new routing of the third party operator’s aircraft.

DynoFlight

DynoFlight is a software API that we launched at the end of 2023. It enables aircraft operators to track and estimate emissions and then purchase carbon offset credits. DynoFlight offers small to medium sized operators a way to begin tracking and offsetting their carbon credits with advances estimation techniques, compliant practices, and quality credits at prices usually only accessible to operators working at a much larger scale that are buying in bulk. In February, 2024, the Company announced a collaboration with FL3XX, a web and app-based aviation management platform, to introduce the DynoFlight carbon offset platform to FL3XX customers. We believe the DynoFlight API may offer an advantage even to large organizations that wish to manage working capital more efficiently (i.e. pay as they fly instead of buying in bulk). We are currently in the process of integrating the DynoFlight API with the FL3XX systems. We believe that, once the DynoFlight API has been integrated with FL3XX and future customers, it will generate monthly and usage-based revenues with modest operating costs limited to server administration and maintenance of the code base.

FlightClub – Cirrus Specific

The Flight Club API is designed to enable FAA Part 135 operators to function simultaneously under FAA Part 380 which permits sale of private jet service by the seat instead of by whole aircraft. The Flight Club software integrates front end ticketing and payment collection with the flight management systems of an FAA Part 135 operator. It automates the process of filing forms for each flight with DOT and conforms with DOT escrow requirements around ticketing and movement of customer funds. Our initial use case of the Flight Club is through 380 Software LLC, a 50% owned subsidiary founded in co-operation with our operating partner and 50% owner of 380 Software LLC, Cirrus Aviation. The Company retains all rights to the technology powering 380 Software LLC and has granted 380 Software LLC a perpetual non-transferrable license. This initial implementation of the Flight Club permits the owners of Cirrus Aviation-managed aircraft to fly on one another’s planes at a significantly reduced cost when those planes are otherwise flying empty. The operating costs of these flights are typically borne by the previous charter customer who is typically obliged to pay not only the cost of an outbound leg but also the cost of the return leg. The charter customer is typically obliged to pay the cost of the return because the sale of the empty return is an inherently low probability event based on historical industry experience.

We are currently focused on our partnership with the Las Vegas Golden Knights and on integrating with their systems to generate seat sales. Once we learn more from the Cirrus and Las Vegas Golden Knight partnerships we will decide whether to expand the availability of Flight Club.

Strategy

Aircraft Operations

Having successfully executed the HondaJet four aircraft fleet deal and further having sold through all four aircraft, three of which remain part of our fleet, as discussed below, we plan to gradually expand our fleet with super-mid-size aircraft and the help of our operating partner, Cirrus. Cirrus manages a fleet of 30 jets in Las Vegas, where we are headquartered. We have executed a non-binding letter of intent to acquire five new Challenger 3500 aircraft from Bombardier, consisting of three prospective firm orders and two options. Subject to (1) our securing of debt financing to fund the initial fleet purchase down payment and (2) the development of a management, interchange and support plan with our partner Cirrus, we would then plan to execute a formal fleet purchase agreement, and anticipate being able to secure the first Challenger 3500 delivery in the second quarter of 2026. Once a fleet purchase agreement is in force, we would then look to pre-sell fraction interests in these aircraft with a bias toward larger fractions. Upon delivery, the jets would in turn be managed by Cirrus and listed on their Part 135 certificate. Customers would be expected to make a down payment and progress payments, consistent with fractional industry norms.

Given the two-year timeframe prior to delivery, the Company may consider independent development of Part 135 operations, subject to management’s internal return on capital targets and, depending on the level of scale, the prospective benefits of enhanced operational control on customer service.

Because all major manufacturers of super-mid or large cabin aircraft such as Gulfstream, Falcon, Bombardier, Embraer, and Textron each have one to three year waiting lists for super-mid-size jets, many of our fractional competitors can only pre-sell, and remain otherwise unable to offer the related service. Our strategy is to allow customers, in advance of delivery, to fly on Cirrus’s managed Challenger 300/350, 604/605 and 850 model Bombardier aircraft. In return the customer would pay a monthly management fee (MMF) and an occupied hourly fee (OHF) at rates substantially similar to those for their Challenger 3500. We believe this “buy and fly” approach may resonate with market participants who may appreciate the convenience of a fractional program without the extraordinarily long wait.

Conventional wisdom in private aviation has been that a light jet FAA Part 135 operation presents financial challenges because the lower hourly rate of a light jet leaves little margin to pay a second pilot and remain profitable. Thanks to our partnership with Cirrus, we have addressed this concern by having a typed pilot in command with at least 1,500 hours in jets, 1,000 of which must have been in the HondaJet specifically, fly alongside a co-pilot who has been through an FAA approved ground school developed by Cirrus and Chennault Flying Service. This “safety co-pilot” is permitted to operate the aircraft in the unlikely event the pilot in command is incapacitated or otherwise unable to act. The HondaJet, which has been designated by the FAA for single pilot operation, integrates the Garmin 3000 flight system and by law does not require a second pilot to fly. This safety co-pilot program brings trained pilots who are already schooled in either the Garmin 1000 or Garmin 3000 flight system, gives them additional training on the HondaJet and Garmin 300 system, and then allows them to develop their skills alongside a mentor. Importantly, the presence of this safety co-pilot is regarded by our insurer as sufficient to maintain our present level of premium. The safety pilot does not require a full wage because of their status as a trainee and the professional value they gain from accruing jet flight hours. This lower cost of labor helps the Company overcome the traditional costs of paying a second pilot and helps bring a stream of prospective pilot in command candidates. Some safety pilots are newer to aviation while others have had many years of flight training and thousands of hours of flight time on civilian (or military) jet or turboprop aircraft. We believe that the comparatively low cost of entry of the HondaJet and the proven capabilities of the Challenger 3500 are attractive to new and seasoned traveler alike, particularly given our ability to offer interchange between the two aircraft and onto any one of twenty of the thirty aircraft managed by Cirrus. In addition, while some customers have shorter mission profiles and lower passenger loads better suited to the HondaJet others have longer mission profiles with higher passenger loads – and so the HondaJet and the Challenger 3500 (plus Cirrus’s fleet) again make an excellent combination in our view. We have taken a gradual approach to fleet expansion given the capital-intensive nature of aviation and our view that customers should bear the risk (and related tax reward) of owning and maintaining airplanes.

Jet.AI Operator Platform

Jet.AI provides and continues to develop a B2B software platform for a suite of SaaS products termed “Jet.AI Operator Platform.” In addition to continuing to develop and enhance Reroute AI and DynoFlight, we may further develop our Flight Club API described above to make it available to Part 135 operators more broadly. We also plan to further enhance our internally developed membership portal.

Artificial Intelligence

We operate an app in the iOS and Android stores. The app functions as a prospecting and quoting tool for those interested in chartering a private jet. In 2023, we released an enhanced booking app called CharterGPT to automate much of the manual labor in charter bookings for all of the steps between a customer’s firm indication of interest and their arrival at ultimate destination. We believe this automation will enable us to scale charter activity with fewer persons than would be normally required. In particular, CharterGPT is designed to do the following: (1) intake travel requirements in natural language and then interact with customers to provide substantive replies and actionable suggestions with quality indistinguishable from an experienced charter professional; (2) power the content behind outbound calls to smaller charter operators to confirm electronic indications of interest communicated via the Avinode centralized booking database of private aircraft; (3) reconcile the natural language terms in a third party jet operator contract with the terms and conditions in the contract the customer signs with us (4) verify that payment for the charter has cleared.

In addition, in 2024, we incorporated the following AI-powered features to offer a continually improving unique and personalized experience to customers:

Aircraft Recommendation Engine: Our This feature provides customers greater transparency and understanding of the characteristics of charter relevant to their trips, making it easier for them to make an informed decision. The recommendation engine analyzes a list of available jets based on the travelers request, and considers factors such as budget, preferred aircraft size, age of aircraft, distance of the trip compared with non-stop/range capability, number of passengers, ages and weights of passengers and their respective bags compared with cargo capacity, basic take-off weight limitations, operator safety audit (Argus/Wyvern), cabin amenities such as a fully enclosed lavatory, WiFi availability and years since last interior refurbishment.

Customer service: This feature provides intelligent customer service by using natural language processing and machine learning algorithms to understand and respond to initial booking requests. Untrained call center staff and brittle chat bots characterize much of the customer facing experience today in the US. With the advent of AI, we believe that even for high ticket items, consumers will come to expect a natural language interface trained on terabytes of data that relate specifically to their respective purchases.

Charter brokerage is labor intensive, and most customers are highly price sensitive. We believe these two factors explain why no charter broker has acquired more than 3-5% of the one million brokered flights that land each year in North America. The back end of the App is expected to provide three features that may address the labor intensity (and hence scalability) of our charter brokerage business. First, each charter operator has its own form of legal contract for carriage and that contract must be reconciled with the terms found in the charter brokers’ agreement with the passenger. Our AI is expected to perform this reconciliation automatically, improving the speed to close with the client and reducing labor costs. Second, many charter operators do not initially respond to electronic requests delivered through the Avinode charter database that powers our app. Our generative chat AI is expected to perform outbound voice calls to prompt aircraft operators to respond to quotes we have requested via the web interface to their Avinode account. Third, we expect to develop our AI to integrate with Schedero (an Avinode based scheduling application) to generate a trip sheet for a given charter and then to further integrate with Stripe to invoice and confirm payment via credit card, wire, or ACH.

In addition, we are developing the following AI-powered features to incorporate into the AI functionality of CharterGPT:

Predictive Destination Optimization: CharterGPT is expected to initially make use of information such as airport closures, fuel prices, historical traffic patterns, landing fees, and traveler preferences to then recommend which private airport to select when a traveler’s destination address is serviced by multiple airstrips. For example, Los Angeles is serviced by Los Angeles International Airport (LAX), Van Nuys Airport (KVNY), Burbank Bob Hope Airport (KBUR), John Wayne Airport (KSNA). Landing at an airport farther from one’s ultimate destination may save time if doing so enables faster ground transportation.

Predictive Departure Date: CharterGPT is expected to analyze historical pricing data and forward-looking event data related to a given itinerary to predict the best date to book a flight to obtain the lowest price for their desired charter itinerary. Although approximately thirty-five blackout days a year are widely understood to absorb most domestic private aviation capacity, a variety of lesser appreciated grey-out days centered around key sporting events or entirely new happenings can affect both regional and national pricing.

Predictive Departure Time: CharterGPT is expected to use machine learning algorithms to recommend the optimal departure time based on both historical and live weather conditions, air traffic, and other factors, to help customers more reliably arrive at their destination on time.

Predictive Ground Transportation: CharterGPT is expected to recommend ground transportation. For example, some airports run out of rental cars at certain times each year because of an annual conference or other recurring special event. Some of our competitors have taken steps to remedy the shortage at some airports by positioning in their own vehicles for customer use.

Sales and Marketing

Our marketing and advertising efforts are focused on high-net-worth individuals. We have observed that many first-time private flyers came to market beginning in 2020 in an effort to avoid commercial travel and thereby curtail their prospective exposure to COVID-19. We intend to continue to expand our marketing and advertising through the following channels: online marketing, television advertising and event marketing. Paid social media and search engine advertising drive our online marketing. In the past we have launched 15 and 30 second advertising spots that are targeted at high-net-worth individuals and corporate executives through several channels, including CNBC, Fox Business, and The Golf Channel, as well as online through Facebook and Linked-In. We intend to expand social media and event marketing in particular, provided those meet our internal return targets. With respect to event marketing we intend to have a presence at sporting events, business jet industry gatherings and Company hosted aircraft static displays.

Market Opportunity

Over the past 30 years, the market for private jet travel has transformed significantly. First the model of full aircraft ownership transformed into fractional ownership with companies such as NetJets and FlexJet. This was followed by operators offering jet cards and on-demand service through their fleet of aircraft. The latest iteration of private jet travel provides even more flexibility by providing an on-demand service to travelers while leveraging the flight availability of one or more third party carriers. The result of this transformation is a highly segmented industry with numerous market participants offering varying levels of ownership.

We believe that by combining the private jet on-demand model with commercial airline flight availability and prospectively the underutilized flight hours of private jet operators, our Company will be positioned to provide optimum flexibility and cost efficiency for our clients.

Our Aircraft

The Company’s aircraft fleet consists of five aircraft – three HondaJet HA-420 aircraft (the “HondaJet Elites”), one Citation CJ4 Gen 2 aircraft, and one King Air 350i. The Company acquired the three HondaJet Elites pursuant to a Purchase Agreement with Honda Aircraft Company for a multi-aircraft deal for four HondaJet Elites. One of the HondaJet Elites in our current fleet was sold and is now leased by the Company from Western Finance Company. The other two HondaJet Elites in our current fleet were purchased and subsequently financed through the sale of all fractional interests in each of these aircraft. We also acquired a fourth HondaJet Elite pursuant to the Purchase Agreement with Honda Aircraft Company, but we sold this aircraft in June 2022, after we determined, based on our internal financial and legal review, that the sale of the aircraft would offer a net benefit to our stakeholders. The Citation CJ4 Gen 2 and King Air 350i in our fleet are owned by customers and managed through our OnBoard Program, which allows aircraft owners to contribute their aircraft to our charter and jet-card inventory after they have completed certain FAA certifications and requirements.

Under the terms of our management agreement, which has a term of one year that automatically renews unless otherwise terminated by either party upon 30 days prior notice, the customer pays us a monthly management fee for services, including aircraft management services, flight crew services, such as pilot hiring, flight operations services, aircraft maintenance management and other administrative services.

HondaJet Elite aircraft are ideally suited for trips under 3 hours carrying 2-4 passengers plus two pilots. We believe the HondaJet Elite aircraft is one of the most spacious and cost-efficient light jets on the market with ample baggage and interior room (including an enclosed lavatory). The wing mounted engines allow for a tranquil, spacious interior. Engines on the wings mean less weight on the tail and more room in the cabin.

As discussed above in “Business – Strategy – Aircraft Operations” above we have executed a non-binding letter of intent to acquire five new Challenger 3500 aircraft from Bombardier, consisting of three prospective firm orders and two options. Subject to (1) our securing of debt financing to fund the initial fleet purchase down payment and (2) the development of a management, interchange and support plan with our partner Cirrus, we would then plan to execute a formal fleet purchase agreement, and anticipate being able to secure the first Challenger 3500 delivery in the second quarter of 2026. once a fleet purchase agreement is in force, we would then look to pre-sell one quarter, one half or full interest in these aircraft. Upon delivery, the jets would in turn be managed by Cirrus and listed on their Part 135 certificate. Customers would be expected to make a down payment and progress payments, consistent with fractional industry norms.

If we include its predecessors the Challenger 300 and Challenger 350, Bombardier has sold over 1,000 serial numbers in the Challenger 3500 line, which in our view remains one of the most popular and reliable super-mid-size jets in the world. The aircraft requires no major scheduled maintenance overhaul in its first two years of service, a testament to the depth of historical experience the manufacturer has developed with this model of aircraft since the Challenger 300 was introduced in 1999. The spacious 8-9 seat stand-up cabin, 43,000 foot flight ceiling and Mach 0.83 capability, make it a leading choice for travelers. After twenty-four years in service the Challenger 300/350/3500 airframe has attracted a sizable community of typed pilots and Bombardier has constructed 41 worldwide service centers (11 in the US) to support utilization.

We currently base our fleet at Harry Reid International airport in Las Vegas, NV, a top ten private jet destination and may relocate the fleet based on seasonal travel patterns and the travel patterns of our membership.

Based on our experience, and in light of many of our competitors restricting charters on certain “blackout dates,” we estimate that thirty calendar days per year (due to holidays, major sporting events, etc.) it is extremely difficult to fly private without the guaranteed access provided by a jet membership program such as ours. The ability to safely offer guaranteed capacity, on demand, is one of the most important features one can deliver in private aviation. Also, our aircraft give us the ability to attract online visitors with dynamically priced offers.

We have entered into an Executive Aircraft Management and Charter Services Agreement with Cirrus. Under this agreement, Cirrus provides management services to us with respect to the marketing, operation, maintenance and administration of our aircraft. Specifically, following the initial set-up services, Cirrus provides Flight Crew Services, including selection, training, employment and management of the pilots necessary for operating the Company’s Aircraft; Flight Operation Services, including flight scheduling, following and support services; Aircraft Maintenance Services, including maintenance of the Aircraft and/or management of maintenance of the Aircraft performed by third parties, related maintenance support functions and the administration of the Aircraft’s log books, manuals, data, records, reports and subscriptions; Administrative Services, including budgeting, accounting and reporting services; Facility Services, including providing and/or arranging for aircraft hangar and support facilities at the Aircraft’s Operating Base and other locations at which the Aircraft may be situated from time to time; and Insurance Services, including providing insurance policies for the Aircraft.

Cirrus is the largest private jet charter company based in Las Vegas. The Cirrus team has been managing and operating aircraft – commercially and privately – for more than 40 years. In addition, Cirrus is:

Cirrus maintains, services and operates our aircraft on our behalf and in compliance with all applicable FAA regulations and certification requirements. Cirrus has the capability to provide substitute aircraft at competitive rates in periods of excess demand for our aircraft.

Competition

The private air travel industry is extraordinarily competitive. We will compete against private jet charter and fractional jet companies. Established private jet brokerage and fractional companies include but are not limited to, NetJets, FlexJet, VistaGlobal (including JetSmarter powered by XO), SentientJet, WheelsUp, JetSuite, Flight Options, Nicholas Air, Jet Alliance, Executive Air Share, Plane Sense, One Sky Jets, StarJets, Jet Aviation, Volato and Luxury Aircraft Solutions. All compete for passengers with a variety of pricing plans, aircraft types, blackout periods, booking terms, flyer programs and other products and services, including seating, food, entertainment and other on-board amenities.

Both the private jet charter companies and the legacy airlines and low-cost carriers have numerous competitive advantages that enable them to attract both business and leisure travelers. Our competitors may have corporate travel contracts that direct large numbers of employees to fly with a preferred carrier. The enormous route networks operated by our competitors, combined with their marketing and partnership relationships with regional airlines and international alliance partner carriers, allow them to generate increased passenger traffic from domestic and international cities. Our access to smaller aircraft fleet networks and lack of connecting traffic and marketing alliances puts us at a competitive disadvantage, particularly with respect to our appeal to higher-fare business travelers.

The fractional private jet companies and the legacy airlines and low-cost carriers each operate larger fleets of aircraft and have greater financial resources, which would permit them to add service in response to our entry into new markets. Due to our relatively small size, we are more susceptible to fare wars or other competitive activities, which could prevent us from attaining the level of traffic or maintaining the level of sales required to sustain profitable operations.

In 2018 and 2019, respectively, VistaJet acquired XOJET and JetSmarter, combining its heavy jet subscription-based service targeting multinational corporations and ultra-high net worth individuals with XOJET’s super-midsize jet on demand service and JetSmarter’s digital booking platform for business aviation. In addition, during 2020, Wheels Up acquired Delta Private Jets as well as Gama Aviation, a business jet services company and in 2021 Vista Jet acquired a number of smaller players as well as Apollo Jets. Increased consolidation in our industry could further intensify the competitive environment we face.

Intellectual Property

We registered a trademark on our brand name, Jet Token, and our logo, with the United States Patent and Trademark Office. We have also purchased our domain name, jettoken.com and operate our website under that domain. We have an application pending with the United States Patent and Trademark Office for Jet.AI. We are the sole owner of the copyrights in and to the software code underlying our App, CharterGPT and the software code underlying our Jet.AI Operator Platform offerings.

Employees

We have eight (8) full-time employees, including our Executive Chairman and Interim Chief Executive Officer, our Interim Chief Financial Officer, our Chief Operating Officer, and our Chief Marketing Officer.

Regulation

Regulations Applicable to the Ownership and Operation of Our Aircraft

Once we have leased our aircraft, Cirrus, which will maintain and manage our aircraft, is subject to a high degree of regulation that affects our business, including regulations governing aviation activity, safety standards and environmental standards.

U.S. Department of Transportation (“DOT”)

The DOT primarily regulates economic issues affecting air transportation such as the air carrier’s financial and management fitness, insurance, consumer protection and competitive practices. The DOT has the authority to investigate and bring proceedings to enforce its regulations and may assess civil penalties, revoke operating authority, and seek criminal sanctions. Our operating as an air charter carrier is regulated and certificated by the DOT. The DOT authorizes the carrier to engage in on-demand air transportation within the United States, its territories, and possessions. The DOT can suspend or revoke that authority for cause, essentially stopping all operations.

Federal Aviation Administration (“FAA”)

The FAA primarily regulates flight operations, in particular matters affecting air safety, such as airworthiness requirements for aircraft and pilot, mechanic, dispatcher and flight attendant certification. The FAA regulates:

In order to engage in air transportation for hire, each air carrier is required to obtain an FAA operating certificate authorizing the airline to operate using specified equipment in specified types of air service. In the case of our leased aircraft, it is a Part 135 license. The FAA has the authority to modify, suspend temporarily or revoke permanently the authority to provide air transportation for failure to comply with FAA regulations. The FAA can assess civil penalties for such failures or institute proceedings for the imposition and collection of monetary fines for the violation of certain FAA regulations. The FAA can revoke authority to provide air transportation on an emergency basis, without notice and hearing, where significant safety issues are involved. The FAA monitors compliance with maintenance, flight operations and safety regulations, maintains onsite representatives and performs inspections of a carrier’s aircraft, employees and records.

The FAA also has the authority to issue maintenance/airworthiness directives and other mandatory orders relating to aircraft and engines, fire retardant and smoke detection devices, collision and windshear avoidance systems, navigational equipment, noise abatement and the mandatory removal and replacement of aircraft parts that have failed or may fail in the future. FAA enforcement authority over aircraft includes the power to ground aircraft or limit their usage.

Transportation Security Administration (“TSA”)

The TSA is responsible for oversight of passenger and baggage screening, cargo security measures, airport security, assessment and distribution of intelligence and security research and development. Air carriers are subject to TSA mandates and oversight in connection with screening passenger identities and screening baggage. TSA regulations governing passenger identification, which we will apply at the time of the Company purchase as well as at the time of travel, requires all passengers to provide identification using a valid verifying identity document. In addition, all passengers must provide their full name, date of birth, and gender, which is screened against the travel ban watch list in effect at the time of initial screening and at the time of travel.

All air carriers are also subject to certain provisions of the Communications Act of 1934 because of their extensive use of radio and other communication facilities and are required to obtain an aeronautical radio license from the Federal Communications Commission, or the FCC.

Property

We lease space for our corporate headquarters in Las Vegas, Nevada and a satellite office in San Francisco, consisting of office space and the use of shared conference facilities.

DIRECTORS AND EXECUTIVE OFFICERS

The following is a list of our directors and executive officers.

Effective upon the closing of the Business Combination, Michael D. Winston was appointed to serve as Jet.AI’s Executive Chairman and as Jet.AI’s interim Chief Executive Officer (“CEO”) and George Murnane was appointed to serve as Jet.AI’s interim Chief Financial Officer (“CFO”) until Jet.AI completes its ongoing search for a long-term CFO, at which point Mr. Winston will step down from his role as interim CEO and Mr. Murnane will transition from Jet.AI’s interim CFO to its CEO.

Executive Officers

Michael D. Winston, CFA founded Jet Token in 2018 and has served Executive Chairman for Jet Token and Jet.AI since Jet Token’s founding. Upon completion of the Business Combination, he is serving as Interim Chief Executive Officer until such time as the Company hires a permanent Chief Financial Officer. Mr. Winston began his career in 1999 with Credit Suisse First Boston Corporation and later worked as a portfolio manager at Millennium Partners LP. In 2012, Mr. Winston formed the Sutton View group of companies, an alternative asset management platform where he advised one of the largest academic endowments in the world. Mr. Winston received an MBA in Finance and Real Estate from Columbia Business School in 2005, and a BA in Economics from Cornell University in 1999. While at Cornell he studied for a year at the London School of Economics and at age 18 won a $1 million prize from IBM for his first startup company. Mr. Winston is a CFA Charterholder, and a member of the Economic Club of New York. We believe Mr. Winston is qualified to serve as a director because of his operational and historical expertise gained from serving as Jet Token’s Founder and Executive Chairman.

George Murnane served as Jet Token’s Chief Executive Officer since September 2019. Upon completion of the Business Combination, he was named Interim Chief Financial Officer until such time as the Company hires a permanent Chief Financial Officer, at which time he will again assume the role of Chief Executive Officer. Mr. Murnane has over 20 years of senior executive experience, including 14 years as a Chief Operating Officer and/or Chief Financial Officer in the air transportation and aircraft industry, including as Chief Executive Officer for ImperialJet S.a.l from 2013 to 2019, Chief Operating Officer and Acting Chief Financial Officer of VistaJet Holdings, S.A. in 2008, Chief Financial Officer of Mesa Air Group from 2002 to 2007, Chief Operating Officer and Chief Financial Officer of North-South Airways from 2000 to 2002, Executive Vice President, Chief Operating Officer and Chief Financial Officer of International Airline Support Group from 1996 to 2002 and Executive Vice President and Chief Operating Officer of Atlas Air, Inc. from 1995 to 1996. From 2009 until he joined Jet Token, Mr. Murnane was a managing partner of Barlow Partners, a consulting services firm providing operational and financial management, merger and acquisition, financing and restructuring expertise to industrial and financial companies. Mr. Murnane received an MBA from The Wharton School of the University of Pennsylvania and a BA in Economics from the University of Pennsylvania in 1980. We believe Mr. Murnane is qualified to serve as a director because of his expertise gained from serving as Jet Token’s Chief Executive Officer and his extensive financial experience.

Patrick McNulty has served as Jet Token’s Chief Operating Officer since June 2021. Prior to joining Jet Token, Mr. McNulty served as a manager of Sales Operations and Business Development with Honda Aircraft Company. While with Honda Aircraft, Mr. McNulty led the development of a robust sales engineering team and was instrumental in product development and market analysis for the manufacturer. Prior to Honda Aircraft Company, Mr. McNulty worked in the aircraft engine division of Rolls-Royce North America and at light jet manufacturer Eclipse Aviation. Mr. McNulty is a graduate of the Embry-Riddle Aeronautical University (BS Aerospace Engineering, MBA Aviation).

Non-Employee Directors

Wrendon Timothy has been a director of our company since August 2023. He served as Oxbridge’s Chief Financial Officer, Treasurer, Secretary and director since April 2021 until the completion of the Business Combination. He has served as a director, chief financial officer and corporate secretary of Oxbridge Re Holdings Limited (NASDAQ: OXBR), a Cayman Islands based NASDAQ-listed reinsurance holding company. He has served in the positions of chief financial officer and corporate secretary since August 2013 and as a director since November 2021. In his role, he has provided financial and accounting consulting services with a focus on technical and SEC reporting, compliance, internal auditing, corporate governance, mergers & acquisitions analysis, risk management, and CFO and controller services. Mr. Timothy also serves as an executive and director of Oxbridge Reinsurance Limited and Oxbridge Re NS, the wholly-owned licensed reinsurance subsidiaries of Oxbridge Re Holdings Limited. Mr. Timothy also serves as a director of Oxbridge’s Sponsor, OAC Sponsor Ltd, and as a director of SurancePlus Inc., a British Virgin Islands wholly-owned Web3 subsidiary of Oxbridge Re Holdings Limited.

Mr. Timothy started his financial career at PricewaterhouseCoopers (Trinidad) in 2004 as an Associate in their assurance division, performing external and internal audit work, and tax-related services. Throughout his career progression and transitions through KPMG Trinidad and PricewaterhouseCoopers (Cayman Islands), Mr. Timothy has successfully delivered services across both the public and private sectors, spanning insurance and reinsurance, banking, hedge funds, trusts, investment management, manufacturing, beverage, construction, glass, healthcare, retail, construction, marketing, restaurant, software, sports, and tourism industries. Mr. Timothy management roles allowed him to be heavily involved in the planning, budgeting, and leadership of engagement teams, serving as a liaison for senior client management, and advising on technical accounting matters. Mr. Timothy is a Fellow of the Association of Chartered Certified Accountants (ACCA), a Fellow Chartered Corporate Secretary and also holds a Postgraduate Diploma in Business Administration and a Master of Business Administration, with Distinction (with a Specialism in Finance (with Distinction), from Heriot Watt University in Edinburg, Scotland. Mr. Timothy holds directorship and leadership roles with a number of privately-held companies, and also serves on various not-for-profit organizations, including his governance role as Chairman of Audit & Risk Committee of The Utility Regulation & Competition Office of the Cayman Islands, and Audit Committee Chairman of the Cayman Islands Conference of SDA. Mr. Timothy is an active Fellow Member of the ACCA, an active member of the Cayman Islands Institute of Professional Accountants (CIIPA), an active Fellow Member of the Chartered Governance Institute (formerly the Institute of Chartered Secretaries and Administrators) and a member of the Cayman Islands Directors Association.

We believe that Mr. Timothy is qualified to serve as a director because of his extensive capital markets experience and significant expertise across a wide array of corporate matters.

William L. Yankus has been a director of our company since August 2023. He served as one of Oxbridge’s independent directors since August 2021. Mr. Yankus is an experienced investment banking specialist with a demonstrated history of working in the insurance industry. Since July 2015, Mr. Yankus has served as Founder and Principal of Pheasant Hill Advisors, LLC, a New York based advisor firm that provides various research, advisory, private equity capital raising and M&A services primarily to the insurance industry and insurance industry investors. Since March 2016, Mr. Yankus has served on the board of directors of Kingstone Companies, Inc. (NASDAQ: KINS), a New York based NASDAQ-listed property and casualty insurance company. He has also served as the Chairman of Kingstone’s Compensation Committee since April 2017, and as the Chairman of Kingstone’s Investment Committee since February 2020. Mr. Yankus is also a Senior Advisor at Independent Insurance Analysts LLC, which provides investment analysis, credit research and investment banking services related to the life insurance industry.

From September 2011 to June 2015, Mr. Yankus served as Managing Director for Sterne Agee, one of the oldest privately owned financial services firm in the USA. Sterne Agee offered wealth management and investment services to a diverse client base and custodies nearly $26 billion in client assets. Prior to Sterne Agee, Mr. Yankus also held executive and leadership roles with other reputable financial services and investment banking firms, including serving as Head of Insurance Research at Macquarie Group from December 2009 to November 2010, Managing Director-Insurance Research for Fox-Pitt, Kelton from May 1993 to November 2009, and Vice President, Insurance Research at Conning & Company from June 1985 to Apr 1993. He completed the CFA program in 1989 and passed the CT uniform CPA exam in 1984. He received his B.A. degree in Economics and Accounting from The College of the Holy Cross.

Mr. Yankus brings significant leadership, insurance, public company, mergers & acquisitions, corporate governance and investment banking experience to our Board of Directors.

Ehud Talmor (Maj. IAF Ret.) has been a director of our company since August 2023. He is a decorated, retired, senior officer from the Israeli Air Force with over twenty-five years of experience in all aspects of air combat and aircraft logistics. He began his career in 1995 as a fighter pilot and later, flight instructor. He subsequently took on a variety of supervisory roles, including F-16 deputy squadron commander. In 2007, he joined the Acquisitions Department of the Israeli Ministry of Defense and later held the position of Project Manager for three separate Air Force jet acquisition projects. The jet acquisition projects were: (1) the Beechcraft T-6II, (2) the Leonardo M-346, and (3) the Lockheed Martin F-35A. In addition to serving as Project Manager for the F-35 program, Mr. Talmor was also the Israeli Air Force’s Chief Instructor for the F-35. Mr. Talmor graduated from I.D.C. Herzliya with a B.A. in Psychology. We believe Mr. Talmor is qualified to serve as a director because of his considerable aviation industry, business and project management experience.

Lt. Col. Ran David (IAF) has been a director of our company since August 2023. He is a decorated combat pilot in the Israeli Air Force. He has served as a deputy squadron commander and spent ten years as a flight instructor. One of Lt. Col David’s primary responsibilities has been to train, test and approve new IAF fighter pilots. Lt. Col David is a graduate of the USAF Air Command and Staff College and the University of Haifa. Lt. Col David is qualified to serve as a director because of his considerable aviation industry and pilot training experience.

Donald Jeffrey Woods has been a director of our company since August 2023. He is currently the Co-Founder and Chief Product Officer of Puzl LLC, a company using artificial intelligence to transform retail. He also currently serves as President and Board Member of Woods Supermarket, Inc., a mid-sized family-owned chain of supermarkets operating across Missouri, which has been serving its communities for over 75 years. Prior to these roles, from 2011 to 2019, Mr. Woods served in roles of Vice President of Marketing Strategy and Chief Product Strategist with SAP SE (NYSE: SAP) in London and New York. From 2001 to 2011, Mr. Woods served as Vice President of Enterprise Applications Research at Gartner Inc (NYSE: IT) where he was the global lead for enterprise applications. Prior to this, Mr. Woods built and sold his own logistics company. Mr. Woods is a graduate of Cornell University in Applied Economics and holds an MBA from Columbia Business School. Mr. Woods is qualified to serve as a director because of his considerable technology development, artificial intelligence, business and marketing experience.

Family Relationships

There are no familial relationships among the Jet.AI directors and executive officers.

Board Composition

The Board is comprised of seven directors and is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Jet.AI’s directors are among the three classes as follows:

Directors in a particular class are elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors is elected at each annual meeting of Jet.AI stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or the earlier of his or her death, resignation or removal. This classification of the Board may have the effect of delaying or preventing changes in Jet.AI’s control or management.

The Company’s Certificate of Incorporation and Bylaws provide that only the Board can fill vacant directorships, including newly-created seats. Any additional directorships resulting from an increase in the authorized number of directors would be distributed pro rata among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors. The Certificate of Incorporation and Bylaws also provide that Jet.AI’s directors may only be removed for cause and by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares entitled to vote in the election of directors, voting together as a single class.

Director Independence

The Board determined that each of the directors serving on the Board, other than Michael Winston and George Murnane, qualifies as an independent director, as defined under the listing rules of Nasdaq, and the Board consists of a majority of “independent directors,” as defined under the applicable rules of the SEC and Nasdaq relating to director independence requirements. In addition, Jet.AI is subject to certain rules of the SEC and Nasdaq relating to the membership, qualifications and operations of the audit committee, as discussed below.

Board Leadership Structure

The Board does not have a policy requiring the positions of the Chairperson of the board of directors and Chief Executive Officer to be separate or held by the same individual. The members of the Board believe that this determination should be based on circumstances existing from time to time, based on criteria that are in Jet.AI’s best interests and the best interests of its stockholders, including the composition, skills and experience of the board and its members, specific challenges faced by Jet.AI or the industry in which it operates and governance efficiency. The Board adopted Corporate Governance Guidelines, which provide for the appointment of a lead independent director at any time when the Chairperson is not independent. Wrendon Timothy serves as the lead independent director.

Board Committees

The Board has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which have the composition and responsibilities described below. The Board and its committees will set schedules for meeting throughout the year and can also hold special meetings and act by written consent from time to time, as appropriate. The Board will delegate various responsibilities and authority to its committees and the committees will regularly report on their activities and actions to the full board of directors. Members will serve on these committees until their resignation or until otherwise determined by the Board. The Board may establish other committees to facilitate the management of the Company’s business as it deems necessary or appropriate from time to time.

Each committee of the Board will operate under a written charter approved by the Board. Copies of each charter are posted on the Investor Relations section of Jet.AI’s website at investors.jet.ai. The inclusion of the Company’s website address or the reference to Jet.AI’s website in this prospectus does not include or incorporate by reference the information on the Company’s website into this prospectus.

Audit Committee

Jet.AI’s audit committee is comprised of Wrendon Timothy, William Yankus and Ehud Talmor, with Mr. Timothy serving as audit committee chairperson. The Board determined that Messrs. Timothy, Yankus and Talmor each meet the requirements for independence and financial literacy under the current Nasdaq listing standards and SEC rules and regulations, including Rule 10A-3. In addition, the Board determined that each of Messrs. Timothy and Yankus is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations or liabilities that are greater than are generally imposed on members of the audit committee and the Board. The audit committee will be responsible for, among other things:

The audit committee operates under a written charter, which satisfies the applicable rules of the SEC and the listing standards of Nasdaq, and which is available on Jet.AI’s website. All audit services to be provided to Jet.AI and all permissible non-audit services, other than de minimis non-audit services, to be provided to Jet.AI by Jet.AI’s independent registered public accounting firm will be approved in advance by the audit committee.

Compensation Committee

Jet.AI’s compensation committee is comprised of Lt. Col. Ran David, Wrendon Timothy and Ehud Talmor, and Mr. Talmor is the chairperson of the compensation committee. The Board determined that each member of the compensation committee meets the requirements for independence under the current Nasdaq listing standards and SEC rules and regulations. Each member of the committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee is responsible for, among other things: