LAS VEGAS, Nov. 19, 2025 (GLOBE NEWSWIRE) -- Jet.AI Inc. ("Jet.AI" or the "Company") (Nasdaq: JTAI), an emerging leader in high-performance GPU infrastructure and AI cloud services, announced that AI Infrastructure Acquisition Corp (NYSE: AIIAU) will be ringing the New York Stock Exchange (“NYSE”) Opening Bell today. The bell ringing will be broadcasted live on the NYSE website here: https://www.nyse.com/bell. AI Infrastructure Acquisition Corp is a blank check company pursuing a business combination with h ...

Core Insights - Jet.AI Inc. reported its third-quarter financial results for 2025, highlighting a significant decrease in revenues and ongoing progress in its Canadian Hyperscale Data Center Project [1][5][10]. Financial Performance - Revenues for Q3 2025 were $1.7 million, down from $3.9 million in Q3 2024, primarily due to reduced revenue from Cirrus Charter and Jet Card services [5][10]. - For the nine months ended September 30, 2025, total revenues were $7.4 million, compared to $10.8 million in the same period last year, reflecting a similar trend of declining revenues [10][11]. - The company reported a gross loss of approximately $288,000 for Q3 2025, compared to a loss of $14,000 in Q3 2024, driven by reduced flight activity without a corresponding decrease in fixed costs [8][20]. - Operating expenses decreased to $1.7 million in Q3 2025 from $2.9 million in Q3 2024, mainly due to lower general and administrative expenses [8][20]. - As of September 30, 2025, Jet.AI had cash and cash equivalents of approximately $3.5 million, down from $5.9 million at the end of 2024 [9][18]. Operational Highlights - The company successfully completed the second milestone of its Canadian Hyperscale Data Center Project and is making significant progress towards the third milestone [4][6]. - The Transmission Power Load Study application for the Midwestern Project is nearly complete, and discussions with the natural gas utility supplier are ongoing [4]. - For the Maritime Project, negotiations with a power producer are advancing towards a Letter of Intent (LOI) to acquire power from a proposed wind farm [4]. Strategic Initiatives - Jet.AI's management emphasized the successful closing of the AI Infrastructure Acquisition Corp.'s IPO, which added approximately $20 million to the company's book equity [3][6]. - The company has extended the outside date for its merger agreement with flyExclusive to December 31, 2025, amid a government shutdown affecting SEC reviews [3][6].

Financial Performance - Revenues for the three months ended September 30, 2025, were $1,710,988, a decrease of 56.4% compared to $3,917,393 for the same period in 2024[12] - Gross loss for the nine months ended September 30, 2025, was $514,221, compared to a gross loss of $555,238 for the same period in 2024, indicating an improvement of approximately 7.4%[12] - Operating loss for the three months ended September 30, 2025, was $2,036,197, compared to $2,881,938 for the same period in 2024, reflecting a reduction of about 29.4%[12] - Net loss for the nine months ended September 30, 2025, was $7,520,876, down from $9,331,487 in the same period of 2024, showing a decrease of approximately 19.4%[12] - For the nine months ended September 30, 2025, the net loss was $7,520,876, an improvement from a net loss of $9,331,487 in the same period of 2024, representing a decrease of approximately 19.4%[17] - The Company reported a net loss of $3,220,556 for the quarter ending June 30, 2024[15] - The Company incurred a gross loss of $514,000 in the first nine months of 2025, compared to a gross loss of $555,000 in 2024[186] - The operating loss for the first nine months of 2025 was approximately $7.6 million, a decrease of $1.6 million compared to the prior year[189] Cash and Assets - Total assets increased to $12,892,262 as of September 30, 2025, up from $10,797,323 on December 31, 2024, representing a growth of approximately 19.4%[10] - Cash and cash equivalents decreased to $3,475,410 as of September 30, 2025, from $5,872,627 on December 31, 2024, a decline of about 40.7%[10] - As of September 30, 2025, cash and cash equivalents totaled $3.5 million, with current assets exceeding current liabilities by $3.3 million[191] - Total stockholders' equity increased to $9,229,013 as of September 30, 2025, compared to $6,512,460 on December 31, 2024, representing a growth of approximately 41.7%[10] - The Company recorded a net balance of $645,099 for operating lease right-of-use assets as of September 30, 2025, down from $1,048,354 as of December 31, 2024[85] Revenue and Expenses - Revenue from the Software App and Cirrus Charter for the three months ended September 30, 2025, was $642,279, while for the nine months it was $3,763,924[55] - Advertising costs totaled $676,081 for the nine months ended September 30, 2025, compared to $632,380 for the same period in 2024[64] - The primary reason for the revenue decrease was a reduction in Cirrus charter and Jet Card revenues by $1.3 million and $363,000, respectively, due to the planned sale of the Company's aviation assets to flyExclusive[158] - Total operating expenses in Q3 2025 decreased by approximately $1.2 million compared to Q3 2024, driven by a $1.3 million decrease in general and administrative expenses[170] - Operating expenses decreased by $1.6 million in 2025, primarily due to a reduction in general and administrative expenses[187] Stock and Equity - The weighted average shares outstanding for basic and diluted shares was 3,334,744 for the three months ended September 30, 2025, compared to 78,523 for the same period in 2024, reflecting a significant increase in shares outstanding[12] - The Company issued 1,701,355 shares of common stock for the conversion of 361 shares of Series B Preferred Stock during the nine months ended September 30, 2025[117] - The Company completed a reverse stock split at a ratio of 1-for-225 on November 12, 2024, affecting the number of shares and per-share computations retroactively[27] - The Company's Board of Directors authorized a share repurchase program of up to $2 million, with no shares repurchased as of September 30, 2025[119] Strategic Initiatives - The company has transitioned its primary focus to AI data center operations and assets starting in 2025, indicating a strategic shift in business operations[22] - The Company entered into a Joint Venture Agreement with Consensus Core Technologies Inc. to develop data centers, with an initial contribution of $300,000 for a 0.5% equity interest in Convergence Compute[98][99] - The Company plans to contribute up to $20 million to Convergence Compute in five tranches, with each tranche tied to specific project development milestones[100] - The Company entered into a Merger Agreement with flyExclusive, with the expectation to close during the first quarter of 2026[104][110] - The Company expects to close the Transactions during the fourth quarter of 2025, focusing on AI and data-center enterprise sectors post-transaction[152] Liabilities and Deferred Revenue - Accounts payable rose significantly to $903,413 as of September 30, 2025, compared to $280,450 on December 31, 2024, an increase of approximately 222.5%[10] - Deferred revenue as of September 30, 2025, was $443,015, down from $1,319,746 at the beginning of the period, indicating a significant reduction in deferred revenue[130] - Deferred revenue at the end of Q3 2025 was $443,000, down from approximately $1.2 million at the end of Q3 2024[163] Research and Development - Research and development expenses for the nine months ended September 30, 2025, were $189,295, up from $107,901 in the same period of 2024, indicating an increase of about 75.2%[12] - Research and development costs are expensed as incurred, primarily related to third-party software development[65] Financing Activities - The company reported a net cash provided by financing activities of $8,747,775 for the nine months ended September 30, 2025, compared to $3,064,795 in the same period of 2024, showing an increase of approximately 185.5%[17] - The Company raised $11.0 million through the issuance of 1,100 shares of Series B Preferred Stock in the first nine months of 2025[192]

Core Insights - Jet.AI Inc. and Consensus Core Technologies Inc. have completed the second milestone for their hyperscale data center projects in Midwestern and Maritime Canada, indicating significant progress in their development plans [1][2] Project Milestones - The second milestone completion includes the assumption of $1.8 million in unsecured debt and accrued interest from Consensus Core related to the Midwestern Project [2] - The next milestone involves a $2 million contribution from Jet.AI for the submission of a Transmission Power Load Study application for the Midwest data center project [3] - The Maritime Project requires confirmation from a natural gas utility or other supplier to supply sufficient flow for the operation of proposed turbines [3] Financial Contributions - Jet.AI has contributed $1.7 million to the joint venture and executed a letter of intent to acquire 350 acres adjacent to the existing Midwestern Project property, significantly larger than the previously anticipated 100 acres [6]

Core Insights - Jet.AI Inc. and Consensus Core Technologies Inc. have completed the second milestone for their hyperscale data center projects in Midwestern and Maritime Canada, indicating significant progress in their development plans [1][2]. Project Milestones - The second milestone completion includes the assumption of $1.8 million in unsecured debt and accrued interest from Consensus Core related to the Midwestern Project [2]. - The next milestone involves submitting a Transmission Power Load Study application for the Midwest project and securing power supply commitments for the Maritime project [3][4]. Financial Contributions - Jet.AI has contributed $1.7 million to the joint venture and plans to use proceeds from future closings to repay the assumed debt [6]. - The joint venture has executed a letter of intent to acquire 350 acres adjacent to the Midwestern Project, significantly larger than the previously anticipated 100 acres [6]. Company Overview - Jet.AI, founded in 2018 and based in Las Vegas, operates in two segments: Software and Aviation, and is transitioning to a pure-play AI data center company [4]. - The company aims to build scalable, high-performance infrastructure to meet the growing computational demands of artificial intelligence [4].

Core Insights - Jet.AI and flyExclusive have reaffirmed their commitment to the merger and extended the closing date to December 31, 2025 [1][2] - The U.S. government shutdown has temporarily halted the SEC's review of the merger proxies, but both companies are making substantial progress toward fulfilling closing conditions [2] Company Overview - Jet.AI, founded in 2018 and based in Las Vegas, operates in two segments: Software and Aviation, and is transitioning to a pure-play AI data center company [3] - The company aims to build a scalable, high-performance infrastructure to support the increasing computational demands of artificial intelligence [3] - Jet.AI leverages natural language processing technologies to enhance efficiency, optimize operations, and streamline the private jet booking experience [3]

Core Insights - Jet.AI announced the successful closing of AI Infrastructure Acquisition Corp.'s initial public offering (IPO) of 12,000,000 units at $10.00 per unit, which was oversubscribed and increased from the initial 10,000,000 units due to strong demand [1][3] Company Overview - Jet.AI, founded in 2018 and based in Las Vegas, operates in two segments: Software and Aviation, and is transitioning to a pure-play AI data center company [6] - The company holds a 49.5% ownership interest in AIIA Sponsor Ltd., the sponsor of AI Infrastructure Acquisition Corp., which is expected to provide an initial value of approximately $20 million, enhancing its book equity position [2] Strategic Focus - Following the IPO, AI Infrastructure Corp. aims to pursue transaction opportunities with private technology companies that are advancing artificial intelligence and machine learning, as well as those involved in next-generation data center infrastructure [3][7]

Company Overview - Jet.AI is a provider of high-performance GPU infrastructure and AI cloud services, founded in 2018 and based in Las Vegas, NV [3] - The company operates in two segments: Software and Aviation, and is transitioning to a pure-play AI data center company [3] - Jet.AI aims to build scalable, high-performance infrastructure to meet the increasing computational demands of artificial intelligence [3] Upcoming Conference - Jet.AI is scheduled to present at the 2025 Annual Gateway Conference on September 3 at 11:30 a.m. Pacific Time [2] - The presentation will be webcast live and available for replay, with executives available for one-on-one meetings throughout the conference [2] Conference Details - The Gateway Conference provides a platform for public and private companies to connect with investors, analysts, and partners [4] - Attendees will have access to presentations and one-on-one meetings with senior executives from over 75 companies across various sectors [5]

Core Viewpoint - Jet.AI reported a decline in revenues for the second quarter of 2025, primarily due to reduced charter and jet card revenues as clients anticipated the sale of its aviation business to flyExclusive, despite an increase in software application revenue [3][4][5]. Financial Results Summary Second Quarter 2025 - Revenues were $2.2 million, down from $3.1 million in the same period last year, reflecting a decrease in Cirrus Charter and Jet Card revenue [3]. - Software App and Cirrus Charter revenue was $1.3 million compared to $1.6 million in the same period last year [4]. - Management and Other Services revenue totaled $533,000, down from $914,000 year-over-year [4]. - Jet Card and Fractional Programs revenue was $421,000, compared to $559,000 in the same period last year [5]. - Cost of revenues decreased to $2.3 million from $3.5 million, attributed to reduced charter flight activity [5]. - Gross loss was approximately $110,000, improved from a loss of $417,000 in the same period last year [6]. - Operating expenses totaled $2.4 million, down from $2.8 million, mainly due to lower general and administrative and sales and marketing expenses [6]. - Operating loss was approximately $2.5 million, compared to a loss of $3.2 million in the same period last year [7]. - As of June 30, 2025, cash and cash equivalents were approximately $8.3 million [7]. Six Months 2025 - Revenues for the six months ended June 30, 2025, were $5.7 million, down from $6.9 million in the same period last year [8]. - Software App and Cirrus Charter revenue for the six months was $3.1 million, compared to $4.0 million in the same period last year [8]. - Management and Other Services revenue totaled $1.8 million, slightly up from $1.7 million year-over-year [10]. - Jet Card and Fractional Programs revenue was $765,000, down from $1.2 million in the same period last year [10]. - Cost of revenues for the six months totaled $5.9 million, down from $7.5 million, due to decreased payments for aircraft management and operations [11]. - Gross loss for the six months was approximately $226,000, improved from $541,000 in the same period last year [12]. - Operating expenses totaled $5.4 million, down from $5.8 million, primarily due to lower general and administrative expenses [13]. - Operating loss for the six months was approximately $5.7 million, compared to a loss of $6.4 million in the same period last year [14]. Operational Highlights - The company announced a capital contribution to AIIA Sponsor Ltd., which is associated with a SPAC focusing on AI and data center opportunities [9]. - A joint venture with Consensus Core Technologies Inc. was formed to develop two hyperscale data-center campuses in Canada [9]. - The transaction with flyExclusive is on track to close by October 31, 2025 [9][16]. Company Overview - Jet.AI, founded in 2018, is transitioning to a pure-play AI data center company, leveraging expertise in data center development and AI technologies [17].

[PART I FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20FINANCIAL%20INFORMATION) This section details Jet.AI Inc.'s unaudited consolidated financial statements and management's analysis for H1 2025 and 2024 [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20FINANCIAL%20STATEMENTS) This section presents Jet.AI Inc.'s unaudited consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows for the periods ended June 30, 2025 and 2024, along with detailed notes explaining the company's organization, significant accounting policies, and various financial commitments and transactions [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) This section presents Jet.AI Inc.'s assets, liabilities, and equity as of June 30, 2025, and December 31, 2024 | Metric | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------- | :-------------- | :---------------- | | Total Assets | $14,465,097 | $10,797,323 | | Total Liabilities | $3,138,396 | $4,284,863 | | Total Stockholders' Equity | $11,326,701 | $6,512,460 | - Total assets increased by approximately **$3.67 million**, primarily driven by an increase in cash and cash equivalents and deposits on aircraft[9](index=9&type=chunk) - Total liabilities decreased by approximately **$1.15 million**, mainly due to reductions in deferred revenue and accrued liabilities[9](index=9&type=chunk) - Total stockholders' equity significantly increased by approximately **$4.81 million**, reflecting new capital contributions[9](index=9&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) This section details Jet.AI Inc.'s revenues, expenses, and net loss for the three and six months ended June 30, 2025 and 2024 | Metric | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Revenues | $2,225,900 | $3,083,884 | $5,700,538 | $6,932,482 | | Gross loss | $(110,300) | $(416,996) | $(225,814) | $(541,352) | | Operating loss | $(2,479,925) | $(3,220,615) | $(5,651,198) | $(6,370,411) | | Net Loss | $(2,385,023) | $(3,220,556) | $(5,554,827) | $(6,449,605) | | Net Loss to common stockholders | $(2,385,023) | $(3,250,283) | $(5,554,827) | $(6,509,060) | | Net loss per share - basic and diluted | $(0.92) | $(56.66) | $(2.40) | $(119.80) | - Revenues decreased by **$857,984 (27.8%)** for the three months ended June 30, 2025, and by **$1,231,944 (17.8%)** for the six months ended June 30, 2025, compared to the respective prior-year periods[11](index=11&type=chunk) - Gross loss improved for both periods, decreasing by **$306,696** for the three months and **$315,538** for the six months ended June 30, 2025, indicating better cost management relative to revenue[11](index=11&type=chunk) - Net loss to common stockholders decreased by **$865,260** for the three months and **$954,233** for the six months ended June 30, 2025, reflecting reduced losses[11](index=11&type=chunk) - Net loss per share significantly improved from **$(56.66)** to **$(0.92)** for the three months and from **$(119.80)** to **$(2.40)** for the six months ended June 30, 2025, largely due to an increase in weighted average shares outstanding[11](index=11&type=chunk) [Consolidated Statements of Stockholders' Equity (Deficit)](index=6&type=section&id=Consolidated%20Statements%20of%20Stockholders'%20Equity%20(Deficit)) This section presents changes in Jet.AI Inc.'s stockholders' equity, including capital contributions and net loss, for H1 2025 and 2024 | Item | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :----------------------------------- | :----------------------------- | :----------------------------- | | Balance at December 31 | $6,512,460 | $(3,936,039) | | Stock-based compensation | $1,314,068 | $2,401,046 | | Issuance of Series B Convertible Preferred Stock upon exercise of warrants | $11,000,000 | - | | Series B Preferred Stock conversion | - | - | | Offering costs | $(1,945,000) | $(155,000) | | Net loss | $(5,554,827) | $(6,449,605) | | Balance at June 30 | $11,326,701 | $(4,169,820) | - Total stockholders' equity increased from **$6,512,460** at December 31, 2024, to **$11,326,701** at June 30, 2025, primarily due to the issuance of Series B Convertible Preferred Stock upon warrant exercise[12](index=12&type=chunk) - Stock-based compensation was **$1,314,068** for the six months ended June 30, 2025, a decrease from **$2,401,046** in the prior-year period[12](index=12&type=chunk) - The company incurred **$1,945,000** in offering costs during the first six months of 2025[12](index=12&type=chunk) [Consolidated Statements of Cash Flows](index=8&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) This section analyzes Jet.AI Inc.'s cash flows from operating, investing, and financing activities for the six months ended June 30, 2025 and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(4,984,900) | $(4,705,433) | | Net cash used in investing activities | $(1,676,995) | $(13,021) | | Net cash provided by financing activities | $9,055,000 | $3,146,028 | | Increase (decrease) in cash and cash equivalents | $2,393,105 | $(1,572,426) | - Net cash used in operating activities increased to **$4.98 million** in H1 2025 from **$4.71 million** in H1 2024[15](index=15&type=chunk) - Net cash used in investing activities significantly increased to **$1.68 million** in H1 2025, primarily due to **$1.65 million** in aircraft deposits[15](index=15&type=chunk) - Net cash provided by financing activities substantially increased to **$9.06 million** in H1 2025, driven by **$11.0 million** from Series B Convertible Preferred Stock warrant exercises[15](index=15&type=chunk) - Overall cash and cash equivalents increased by **$2.39 million** in H1 2025, a reversal from a decrease of **$1.57 million** in H1 2024[15](index=15&type=chunk) [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) This section details Jet.AI Inc.'s accounting policies, financial commitments, and significant transactions supporting the consolidated financial statements [NOTE 1 – Organization and Nature of Operations](index=9&type=section&id=NOTE%201%20%E2%80%93%20ORGANIZATION%20AND%20NATURE%20OF%20OPERATIONS) This note details Jet.AI Inc.'s formation through a business combination and outlines its diverse private aviation and software operations - Jet.AI Inc. (formerly Oxbridge Acquisition Corp.) completed a business combination with Jet Token, Inc. on **August 10, 2023**, with Jet Token identified as the accounting acquirer[17](index=17&type=chunk)[18](index=18&type=chunk) - The Company's operations include fractional/whole aircraft sales, jet card programs, a proprietary booking platform (App), direct chartering of HondaJet Elite aircraft, aircraft brokerage, and aircraft management services[19](index=19&type=chunk) [NOTE 2 – Summary of Significant Accounting Policies](index=9&type=section&id=NOTE%202%20%E2%80%93%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines Jet.AI Inc.'s critical accounting policies, including going concern, business combination accounting, and revenue recognition principles - The Company has incurred losses since inception, raising going concern doubts, and plans to fund operations through capital from operations and debt/equity sales, with potential for cash burn reduction[20](index=20&type=chunk)[21](index=21&type=chunk) - The Business Combination was accounted for as a reverse recapitalization, with Jet Token as the accounting acquirer, and financial statements retroactively restated for a **1-for-225** reverse stock split effective **November 12, 2024**[22](index=22&type=chunk)[24](index=24&type=chunk) - Revenue is recognized based on a five-step model, with sources including fractional/whole aircraft sales, jet card programs, ad hoc charter via the App, and aircraft management, with deferred revenue for prepaid flight hours[43](index=43&type=chunk)[47](index=47&type=chunk)[49](index=49&type=chunk) Revenue Components by Subcategory (Three and Six Months Ended June 30) | Revenue Category | 3 Months Ended June 30, 2025 ($) | 3 Months Ended June 30, 2024 ($) | 6 Months Ended June 30, 2025 ($) | 6 Months Ended June 30, 2024 ($) | | :-------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Software App and Cirrus Charter | $1,271,695 | $1,610,899 | $3,121,645 | $3,981,990 | | Jet Card and Fractional Programs | $421,306 | $558,560 | $764,651 | $1,235,880 | | Management and Other Services | $532,899 | $914,425 | $1,814,242 | $1,714,612 | | **Total Revenues** | **$2,225,900** | **$3,083,884** | **$5,700,538** | **$6,932,482** | - Cost of sales includes chartering third-party aircraft, aircraft lease expenses, pilot training and wages, aircraft fuel, maintenance, and other operating expenses, recognized as incurred or amortized[60](index=60&type=chunk)[62](index=62&type=chunk) - The Company operates in a single segment: private aviation services, with all long-lived assets and substantially all revenue in the U.S[70](index=70&type=chunk) [NOTE 3 – Other Assets](index=17&type=section&id=NOTE%203%20%E2%80%93%20OTHER%20ASSETS) This note details Jet.AI Inc.'s other assets, including deposits and lease maintenance reserves, as of June 30, 2025, and December 31, 2024 | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------- | :-------------- | :---------------- | | Deposits | $95,811 | $104,811 | | Lease Maintenance Reserve | $689,750 | $689,750 | | **Total Other Assets** | **$785,561** | **$794,561** | [NOTE 4 – Notes Receivable](index=17&type=section&id=NOTE%204%20%E2%80%93%20NOTES%20RECEIVABLE) This note describes Jet.AI Inc.'s unsecured, non-interest-bearing promissory note receivable from an affiliated entity as of June 30, 2025 - As of June 30, 2025, the Company had advanced **$35,995** under an unsecured, non-interest-bearing promissory note with an affiliated entity, repayable by **November 30, 2025**, or upon the Maker's IPO[73](index=73&type=chunk) [NOTE 5 – Notes Payable](index=17&type=section&id=NOTE%205%20%E2%80%93%20NOTES%20PAYABLE) This note details the repayment of Jet.AI Inc.'s Bridge Agreement senior secured promissory notes during the six months ended June 30, 2024 - The Bridge Agreement, entered into on **September 11, 2023**, for **$625,000** in senior secured promissory notes (including **$281,250** from related parties), was fully repaid during the six months ended June 30, 2024[74](index=74&type=chunk)[76](index=76&type=chunk) - Interest expense related to the Bridge Notes was **$79,314** for the six months ended June 30, 2024, with a debt discount of **$168,250**, of which **$90,625** was amortized[75](index=75&type=chunk) [NOTE 6 – Commitments and Contingencies](index=18&type=section&id=NOTE%206%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note outlines Jet.AI Inc.'s various commitments and contingencies, including lease obligations, purchase agreements, and joint venture investments - The Company has an operating lease for an aircraft expiring **November 2026**, requiring a **$500,000** liquidity reserve (restricted cash) and a **$690,000** maintenance reserve[78](index=78&type=chunk)[79](index=79&type=chunk) Operating Lease Liabilities and Future Minimum Payments | Item | June 30, 2025 ($) | December 31, 2024 ($) | | :-------------------------- | :-------------- | :---------------- | | Operating lease right-of-use asset (net) | $780,499 | $1,048,354 | | Lease liability, current portion | $533,480 | $525,547 | | Lease liability, long-term | $227,044 | $495,782 | | **Total operating lease liabilities** | **$760,524** | **$1,021,329** | **Future Minimum Required Lease Payments (as of June 30, 2025):** | Year | Amount ($) | | :--- | :----- | | 2025 (six months) | $274,500 | | 2026 | $503,250 | | **Total** | **$777,750** | - Under the GEM Share Purchase Agreement, the Company can sell up to **$40 million** in common stock to GEM, with **14,222 shares** sold for **$1.7 million** in H1 2024. The GEM Warrant exercise price was reduced to **$9.07** per share as of June 30, 2025[83](index=83&type=chunk)[84](index=84&type=chunk)[85](index=85&type=chunk) - The Company accrued **$300,000** as of June 30, 2025, for a penalty related to the delayed effectiveness of a registration statement for GEM[86](index=86&type=chunk) - Jet.AI entered into an aircraft purchase agreement with Textron Aviation Inc. for three Cessna Citation CJ4 aircraft, with expected delivery in Q3 and Q4 2026. Deposits totaling **$4.1 million** were made through June 30, 2025, with an additional **$1.6 million** due in H2 2025[88](index=88&type=chunk) - The Company engaged Maxim Group LLC as financial advisor for potential business combinations (**December 2024**) and a spin-out transaction (**February 2025**), issuing **150,000 shares** of common stock as non-refundable stock fees (valued at **$625,000**)[89](index=89&type=chunk)[91](index=91&type=chunk)[93](index=93&type=chunk) - Jet.AI formed a joint venture with Consensus Core Technologies Inc. to develop data centers, contributing **$300,000** for a **0.5%** equity interest in Convergence Compute LLC, with plans for up to **$20 million** in contributions for a total of **2.5%** equity[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) [NOTE 7 – Stockholders' Equity](index=21&type=section&id=NOTE%207%20%E2%80%93%20STOCKHOLDERS'%20EQUITY) This note details Jet.AI Inc.'s authorized and outstanding capital stock, including common and preferred shares, and significant equity transactions - The Company is authorized to issue **200,000,000 shares** of common stock and **4,000,000 shares** of preferred stock, with **989 shares** of Series B Convertible Preferred Stock outstanding as of June 30, 2025[97](index=97&type=chunk) - Jet.AI entered into a Merger Agreement with flyExclusive, Inc. to spin out its jet charter business into SpinCo, which will then merge with a flyExclusive subsidiary. Jet.AI stockholders will receive flyExclusive Class A common stock for their SpinCo shares[98](index=98&type=chunk)[99](index=99&type=chunk)[100](index=100&type=chunk) - The flyExclusive merger is subject to shareholder approval and is expected to close in Q3 2025, with an amendment extending the deadline to **October 31, 2025**[103](index=103&type=chunk)[104](index=104&type=chunk) - The Company sold **150 shares** of Series B Preferred Stock and warrants to Ionic Ventures, LLC for **$1.35 million** in **March 2024**. In H1 2025, **1,100 Series B Preferred Stock warrants** were exercised for **$11.0 million**, and **361 shares** of Series B Preferred Stock were converted into **1,461,355 shares** of common stock[105](index=105&type=chunk)[110](index=110&type=chunk) - A share repurchase program for up to **$2 million** of common stock was authorized through **December 31, 2025**, but no shares had been repurchased as of June 30, 2025[112](index=112&type=chunk) - Stock-based compensation expense was **$1,314,068** for H1 2025, with approximately **$500,000** in unrecognized compensation remaining as of June 30, 2025[118](index=118&type=chunk) Stock Option Activity (Six Months Ended June 30) | Metric | June 30, 2025 | June 30, 2024 | | :-------------------------------- | :------------ | :------------ | | Outstanding at December 31 | 22,668 | 16,268 | | Granted | - | - | | Exercised | - | - | | Expired/Cancelled | - | - | | Outstanding at June 30 | 22,668 | 16,268 | | Exercisable at June 30 | 20,066 | N/A | - As of June 30, 2025, there were **9,686 GEM Common Stock Warrants** outstanding with an exercise price of **$9.07** and an expiration date of **August 11, 2026**[120](index=120&type=chunk) [NOTE 8 – Related Party Transactions](index=24&type=section&id=NOTE%208%20%E2%80%93%20RELATED%20PARTY%20TRANSACTIONS) This note identifies Jet.AI Inc.'s transactions with related parties, including a promissory note receivable and engagement letters with Maxim - Related party transactions include a promissory note receivable (Note 4), engagement letters with Maxim (Note 6), and a placement agent agreement with Maxim (Note 7)[121](index=121&type=chunk) [NOTE 9 – Fair Value of Financial Instruments](index=24&type=section&id=NOTE%209%20%E2%80%93%20FAIR%20VALUE%20OF%20FINANCIAL%20INSTRUMENTS) This note states that the carrying amounts of Jet.AI Inc.'s financial instruments approximate fair value due to their short-term nature - The carrying amounts of the Company's financial instruments (cash, receivables, payables) approximate fair value due to their short-term nature[122](index=122&type=chunk) [NOTE 10 – Deferred Revenue](index=25&type=section&id=NOTE%2010%20%E2%80%93%20DEFERRED%20REVENUE) This note details the changes in Jet.AI Inc.'s deferred revenue balance for the six months ended June 30, 2025 Changes in Deferred Revenue (Six Months Ended June 30, 2025) | Item | Amount ($) | | :---------------------------------------------------- | :------- | | Deferred revenue as of December 31, 2024 | $1,319,746 | | Amounts deferred during the period | $1,768,623 | | Revenue recognized from amounts included in beginning balance | $(1,070,110) | | Revenue from current year sales | $(1,370,402) | | **Deferred revenue as of June 30, 2025** | **$647,857** | [NOTE 11 – Subsequent Events](index=25&type=section&id=NOTE%2011%20%E2%80%93%20SUBSEQUENT%20EVENTS) This note discloses significant events that occurred after June 30, 2025, including a data center joint venture agreement and a capital contribution to a SPAC - On **July 2, 2025**, the Company entered into a Contribution Agreement related to its data center joint venture (Note 6)[124](index=124&type=chunk) - In **July 2025**, the Company made a refundable capital contribution to AIIA Sponsor Ltd., a SPAC focused on AI and data center infrastructure, founded by certain of the Company's executive officers and directors[125](index=125&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Jet.AI's financial condition and operational results for H1 2025 and 2024 [Overview](index=26&type=section&id=Overview) This section introduces Jet.AI Inc.'s business, including its private aviation services, software offerings, and the impact of its Nasdaq listing - Jet.AI Inc., founded in **2018**, is involved in fractional/whole aircraft sales, jet cards, a proprietary booking platform, direct chartering, aircraft brokerage, and management[130](index=130&type=chunk) - The company offers SaaS software like Reroute AI and DynoFlight, and launched AI-enhanced booking apps CharterGPT and Ava in **2024** and **2025**[131](index=131&type=chunk)[134](index=134&type=chunk) - The Business Combination on **August 10, 2023**, resulted in Jet.AI Inc. being listed on Nasdaq (JTAI), with Jet Token treated as the accounting acquirer in a reverse recapitalization[132](index=132&type=chunk)[133](index=133&type=chunk)[134](index=134&type=chunk) [Potential Sale of Aviation Business Assets](index=28&type=section&id=Potential%20Sale%20of%20Aviation%20Business%20Assets) This section details Jet.AI's plan to spin out its jet charter business into SpinCo, which will merge with a flyExclusive subsidiary - Jet.AI entered a Merger Agreement with flyExclusive, Inc. on **February 13, 2025**, to spin out its jet charter business (fractional and jet card) into SpinCo, which will then merge with a flyExclusive subsidiary[136](index=136&type=chunk)[137](index=137&type=chunk) - Jet.AI stockholders will receive flyExclusive Class A common stock for their SpinCo shares, while retaining their existing Jet.AI common stock[136](index=136&type=chunk) - After the transaction, Jet.AI will retain its software and intellectual property assets and focus on AI and data-center enterprise sectors[138](index=138&type=chunk) - The transaction is subject to shareholder approval and is expected to close in Q3 2025[138](index=138&type=chunk) [Joint Venture](index=28&type=section&id=Joint%20Venture) This section outlines Jet.AI's joint venture with Consensus Core Technologies Inc. to develop data centers, detailing capital contributions - On **June 26, 2025**, Jet.AI formed a joint venture with Consensus Core Technologies Inc. to develop data centers, with Jet.AI contributing **$300,000** for a **0.5%** equity interest in Convergence Compute LLC[139](index=139&type=chunk)[140](index=140&type=chunk) - Jet.AI plans to contribute up to an aggregate of **$20 million** in five tranches, tied to project development milestones, potentially acquiring up to a **2.5%** equity interest in Convergence Compute[141](index=141&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of Jet.AI Inc.'s financial performance, including revenue, cost of revenues, and operating expenses [Three Months Ended June 30, 2025 and 2024](index=29&type=section&id=Three%20Months%20Ended%20June%2030,%202025%20and%202024) This section analyzes Jet.AI Inc.'s financial performance for the three-month periods, highlighting revenue, cost of revenues, and net loss | Metric | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $2,225,900 | $3,083,884 | $(857,984) | -27.8% | | Cost of revenues | $2,336,200 | $3,500,880 | $(1,164,680) | -33.3% | | Gross loss | $(110,300) | $(416,996) | $306,696 | -73.5% | | Total operating expenses | $2,369,625 | $2,803,619 | $(433,994) | -15.5% | | Operating loss | $(2,479,925) | $(3,220,615) | $740,690 | -23.0% | | Net Loss | $(2,385,023) | $(3,220,556) | $835,533 | -25.9% | | Net Loss to common stockholders | $(2,385,023) | $(3,250,283) | $865,260 | -26.6% | | Net loss per share - basic and diluted | $(0.92) | $(56.66) | $55.74 | -98.4% | - Revenue declined by **$0.9 million (27.8%)** due to reductions in Cirrus Charter (**$488,000**), service revenue (**$382,000**), and Jet Card revenue (**$137,000**), partially offset by a **$149,000** increase in Software App revenue[143](index=143&type=chunk)[145](index=145&type=chunk) - The decrease in Cirrus Charter and Jet Card revenue was attributed to clients anticipating the sale of aviation business assets[143](index=143&type=chunk)[148](index=148&type=chunk) - Cost of revenues decreased by **$1.1 million (33.3%)**, leading to an improved gross loss of **$110,000**, primarily due to scale-back in operations[154](index=154&type=chunk)[156](index=156&type=chunk) - Operating expenses decreased by **$434,000 (15.5%)**, mainly from a **$417,000** decrease in general and administrative expenses (excluding stock-based compensation, G&A rose by **$22,000** due to D&O insurance, travel, and Board payments, offset by reduced professional services)[157](index=157&type=chunk) - Research and development expenses increased by **$4,000** to **$41,000**, reflecting continued refinement of the App and development of new software offerings[159](index=159&type=chunk) - The operating loss decreased by **$0.7 million** to **$2.5 million**, driven by reduced operating loss and lower general and administrative expenses[160](index=160&type=chunk) [Six Months Ended June 30, 2025 and 2024](index=32&type=section&id=Six%20Months%20Ended%20June%2030,%202025%20and%202024) This section analyzes Jet.AI Inc.'s financial performance for the six-month periods, detailing revenue, cost of revenues, and net loss | Metric | 2025 ($) | 2024 ($) | Change ($) | Change (%) | | :-------------------------------- | :----------- | :----------- | :----------- | :--------- | | Revenues | $5,700,538 | $6,932,482 | $(1,231,944) | -17.8% | | Cost of revenues | $5,926,352 | $7,473,834 | $(1,547,482) | -20.7% | | Gross loss | $(225,814) | $(541,352) | $315,538 | -58.3% | | Total operating expenses | $5,425,384 | $5,829,059 | $(403,675) | -6.9% | | Operating loss | $(5,651,198) | $(6,370,411) | $719,213 | -11.3% | | Net Loss to common stockholders | $(5,554,827) | $(6,509,060) | $954,233 | -14.7% | | Net loss per share - basic and diluted | $(2.40) | $(119.80) | $117.40 | -98.0% | - Revenues for H1 2025 decreased by **$1.2 million (17.8%)** due to reduced Software App and Cirrus Charter revenue (**$511,000**), and Jet Card revenue (**$471,000**), partially offset by increased Management and Other Services revenue (**$100,000**)[162](index=162&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk) - Jet Card flight hours sold decreased from **110 hours ($652,000)** in H1 2024 to **20 hours ($116,000)** in H1 2025, reflecting reduced sales in anticipation of the aviation business sale[166](index=166&type=chunk)[167](index=167&type=chunk) - Cost of revenues decreased by **$1.5 million (20.7%)**, primarily due to reduced payments to Cirrus for aircraft management and operations (**$538,000** decrease) and lower third-party charter costs (**$0.6 million** decrease)[172](index=172&type=chunk) - Gross loss improved by **$315,000** to **$226,000**, reflecting lower maintenance costs, pilot wages, and reduced HondaJet Elite utilization, despite stable fixed costs[174](index=174&type=chunk) - Total operating expenses decreased by **$404,000 (6.9%)**, driven by a **$311,000** reduction in general and administrative expenses (excluding stock-based compensation, G&A rose by **$776,000** due to professional fees and wages) and a **$173,000** decrease in sales and marketing[175](index=175&type=chunk)[176](index=176&type=chunk) - Research and development expenses increased by **$80,000** to **$150,000**, due to enhanced development for new software offerings[176](index=176&type=chunk) - Net loss to common stockholders improved by **$954,000** to **$5.6 million**, primarily due to a **$1.1 million** reduction in stock-based compensation, absence of preferred stock dividends, and elimination of interest expense[180](index=180&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses Jet.AI Inc.'s cash position, funding strategies, and ability to meet short-term and long-term financial obligations - As of **June 30, 2025**, cash and cash equivalents totaled **$8.3 million**, with current assets exceeding current liabilities by **$5.8 million**[181](index=181&type=chunk) - The Company raised **$11.0 million** in H1 2025 through Series B Preferred Stock issuance, significantly increasing cash and current assets[182](index=182&type=chunk) - Jet.AI anticipates continued operating losses for at least the next **12 months** and plans to fund operations through share issuances (Share Purchase Agreement) and potential equity/debt sales[183](index=183&type=chunk) - A non-binding term sheet for a proposed **$50 million** financing transaction with Hexstone Capital LP for Series C Convertible Preferred Stock is in progress[183](index=183&type=chunk)[184](index=184&type=chunk) - Ionic Ventures, LLC fully exercised its warrant for **1,500 shares** of Series B Preferred Stock, generating **$15.0 million** in gross proceeds for the Company[193](index=193&type=chunk) - The Company has access to up to **$40 million** from the GEM Share Purchase Agreement, with **$2.55 million** drawn to date. GEM's beneficial ownership is limited to **9.99%**[201](index=201&type=chunk)[202](index=202&type=chunk) Cash Flows (Six Months Ended June 30) | Cash Flow Activity | 2025 ($) | 2024 ($) | | :-------------------------------- | :------------- | :------------- | | Net cash used in operating activities | $(4,984,900) | $(4,705,433) | | Net cash used in investing activities | $(1,676,995) | $(13,021) | | Net cash provided by financing activities | $9,055,000 | $3,146,028 | | **Increase (decrease) in cash and cash equivalents** | **$2,393,105** | **$(1,572,426)** | - Net cash used in investing activities increased significantly in H1 2025 to **$1.7 million**, primarily due to **$1.7 million** in aircraft deposits to Textron[208](index=208&type=chunk) - Net cash provided by financing activities increased to **$9.1 million** in H1 2025, mainly from **$11.0 million** in Series B Preferred Stock warrant exercises, partially offset by **$1.9 million** in note repayments[209](index=209&type=chunk) [Critical Accounting Estimates](index=40&type=section&id=Critical%20Accounting%20Estimates) This section discusses key accounting judgments and estimates that significantly impact Jet.AI Inc.'s financial statements - The Company's limited operating history and accumulated losses raise substantial doubt about its ability to continue as a going concern, necessitating future capital raises or cash burn reduction[211](index=211&type=chunk)[212](index=212&type=chunk) - The Business Combination was accounted for as a reverse recapitalization, with Jet Token as the accounting acquirer based on factors like voting interest, board nomination, management, and historical operating activity[213](index=213&type=chunk)[214](index=214&type=chunk) - Revenue recognition follows ASC 606's five-step model, with revenue derived from fractional/whole aircraft sales, jet card programs, ad hoc charter via the App, and aircraft management[216](index=216&type=chunk)[218](index=218&type=chunk) - Cost of sales includes expenses for chartering third-party aircraft, aircraft leases, pilot training/wages, fuel, maintenance, and other operating costs, recognized as incurred or amortized[231](index=231&type=chunk) [Trend Information](index=43&type=section&id=Trend%20Information) This section outlines external factors and industry trends that could influence Jet.AI Inc.'s future financial performance and operational stability - The Company's business is sensitive to general economic conditions, changes in the private airline industry, fuel/operating costs, corporate governance, demand for private jet travel, carbon emission regulations, and market acceptance of its business model[233](index=233&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=43&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that Jet.AI Inc. is exempt from providing quantitative and qualitative disclosures about market risk as a smaller reporting company - The Company is exempt from providing quantitative and qualitative disclosures about market risk as it qualifies as a "smaller reporting company"[234](index=234&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms the effectiveness of Jet.AI Inc.'s disclosure controls and procedures as of June 30, 2025, with no material changes to internal controls - The Interim CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of **June 30, 2025**[236](index=236&type=chunk) - There were no material changes in internal control over financial reporting during the quarter ended **June 30, 2025**[237](index=237&type=chunk) [PART II OTHER INFORMATION](index=44&type=section&id=PART%20II%20OTHER%20INFORMATION) This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and equity sales [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms that Jet.AI Inc. has no legal proceedings to disclose for the quarter ended June 30, 2025 - The Company has no legal proceedings to disclose[239](index=239&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) This section states no material changes to risk factors have occurred since the Annual Report on Form 10-K for December 31, 2024 - No material changes to risk factors were reported since the Annual Report on Form 10-K for the year ended **December 31, 2024**[240](index=240&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of 125,000 common stock shares to Maxim and confirms no equity repurchases during the quarter - On **June 30, 2025**, the Company issued **125,000 shares** of common stock to Maxim in satisfaction of cash fees, relying on the Section 4(a)(2) exemption from registration[241](index=241&type=chunk) - No purchases of equity securities were made by the Company or its affiliates during the quarter ended **June 30, 2025**[242](index=242&type=chunk) [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms no defaults upon senior securities occurred during the quarter ended June 30, 2025 - No defaults upon senior securities were reported[243](index=243&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to Jet.AI Inc - This item is not applicable to the Company[244](index=244&type=chunk) [Item 5. Other Information](index=45&type=section&id=Item%205.%20Other%20Information) This section confirms no omitted Form 8-K information, material changes to director nominations, or Rule 10b5-1 trading arrangements - No information required for Form 8-K was undisclosed[245](index=245&type=chunk) - No material changes to procedures for stockholder director nominations occurred[245](index=245&type=chunk) - No directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements[246](index=246&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed or incorporated by reference into this Quarterly Report on Form 10-Q - The report includes exhibits such as the Amended and Restated Agreement and Plan of Merger and Reorganization, Certificate of Incorporation, Certificate of Designations for various preferred stock series, Bylaws, Joint Venture Agreement, and certifications[248](index=248&type=chunk) [Signatures](index=46&type=section&id=Signatures) This section confirms the report's official signing by George Murnane, Interim Chief Financial Officer, on August 14, 2025 - The report was signed by George Murnane, Interim Chief Financial Officer, on **August 14, 2025**[252](index=252&type=chunk)