Core Insights - Jet.AI Inc. is focused on high-performance GPU infrastructure and AI cloud services, with significant operational developments and strategic priorities for 2026 [1][40] - The company has approximately $9 million in cash and no debt, providing a stable platform for future projects [2] - Jet.AI is in the final stages of selling its aviation business to flyExclusive, which will result in shareholders owning two distinct securities: JTAI and FLYX [4][5] Financial Position - The company has a cash balance of approximately $9 million and no debt, allowing for operational flexibility [2] - The sale of the aviation business is expected to provide significant value, with an estimated $13.4 million return for shareholders based on the recent share price of flyExclusive [8] Strategic Projects - Jet.AI is investing in three data center projects in Manitoba and the Canadian Maritimes, with a potential total value of $300 million if all projects reach the powered-land stage [12][23] - The Manitoba project has a development potential of multi-hundred megawatts, with an implied value of $100 to $200 million for Jet.AI's 17.5% GP stake [30][27] - The Maritimes project is expected to support approximately 500 megawatts of capacity, with an implied value of approximately $88 million for Jet.AI's GP equity stake [35] Investment in AIIA - Jet.AI owns 49.5% of the sponsor entity of AI Infrastructure Acquisition Corp. (AIIA), representing its largest asset on a mark-to-market basis [9] - AIIA currently holds approximately $138 million in trust and has about fifteen months to complete a transaction [10] Future Financing and Growth - The company plans to pursue external financing through various tools, including a $50 million facility and a $250 million shelf registration [21] - The rapid expansion of the data center industry is reflected in public-market pricing, with significant valuations for hyperscale data center operators [22] Closing Remarks - The company emphasizes the importance of aligning with the growing demand for computing infrastructure and technological advancements in AI [39]

Core Viewpoint - Jet.AI Inc. has announced an extension of the merger agreement with flyExclusive to April 30, 2026, with the closing expected in the first quarter of 2026 [1] Group 1: Company Overview - Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making, efficiency, and performance across complex systems [2] - The company is listed on the NASDAQ Capital Market under the ticker symbol "JTAI" [2] Group 2: Merger Details - The merger agreement between Jet.AI and flyExclusive was originally dated May 6, 2025, and has been amended [3] - flyExclusive has filed a Registration Statement on Form S-4 to register shares of its common stock that will be issued in connection with the proposed transactions [3] Group 3: Statements from Executives - Jet.AI's Founder and Executive Chairman, Mike Winston, expressed excitement and commitment to the merger deal [2] - flyExclusive's Founder and CEO, Jim Segrave, also stated their enthusiastic commitment to the deal [2]

Group 1: Company Performance - Gelteq Ltd (NASDAQ:GELS) shares rose sharply by 50.1% to $1.25 in pre-market trading after reporting positive preclinical results for its cannabinoid oral gel delivery platform [1][2] - The proprietary oral gel platform achieved a greater than 22% increase in the bioavailability of cannabidiol compared to an existing FDA-approved oil-based product [1] Group 2: Other Notable Stock Movements - Inspire Veterinary Partners Inc (NASDAQ:IVP) gained 141.3% to $0.056 after filing a Certificate of Amendment to increase its authorized Class A common stock from 100 million to 700 million shares [5] - Oriental Culture Holding Ltd (NASDAQ:OCG) rose 40.8% to $0.016 following the board's approval of a special cash dividend of 5 cents per share [5] - XCF Global Inc (NASDAQ:SAFX) gained 30.2% to $0.22 after announcing expansion financing plans [5] - AiRWA Inc (NASDAQ:YYAI) rose 15.8% to $1.46 after a director purchased 1.109 million shares at an average price of $1.35 per share [5] - Autolus Therapeutics PLC (NASDAQ:AUTL) gained 7.3% to $1.47 after announcing preliminary fourth-quarter and FY25 revenue results [5] Group 3: Declining Stocks - Briacell Therapeutics Corp (NASDAQ:BCTX) fell 53.1% to $5.12 after announcing the pricing of a $30 million public offering [5] - Moolec Science SA (NASDAQ:MLEC) fell 19.8% to $3.94 after a previous jump of 19% [5] - Hub Cyber Security Ltd (NASDAQ:HUBC) fell 19.1% to $0.43 after gaining 56% on the previous day [5] - Trip.com Group Ltd (NASDAQ:TCOM) dipped 9.3% to $68.55 amid an investigation by China's SAMR for potential anti-monopoly violations [5]

Core Viewpoint - Jet.AI Inc. has withdrawn its underwritten public offering of common stock due to unfavorable market conditions, believing that proceeding would not be in the best interests of its stockholders [1] Company Overview - Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making, efficiency, and performance across complex systems [2] - The company is listed on the NASDAQ Capital Market under the ticker symbol "JTAI" [2]

Group 1 - Jet.AI Inc. announced a planned joint venture with Choo Choo Express LLC to develop a 50-megawatt data center campus in Moapa, Clark County, Nevada [1][4] - The Moapa campus is one of the few sites in the Southwest capable of supporting hyperscale inference workloads due to its existing power, gas, fiber, and transmission infrastructure [2] - Jet.AI will invest an estimated $10 million over a two-year period, contingent on achieving specific development and infrastructure milestones, while CCE will contribute the land [3] Group 2 - CCE personnel have significant experience in the design, construction, and operation of large-scale data centers, which will benefit the joint venture [4] - The announcement builds on Jet.AI's earlier plans for a data center campus in Clark County, indicating a strategic focus on expanding its infrastructure capabilities [4]

Core Viewpoint - U.S. stock futures are mostly lower, with Nasdaq 100 futures down approximately 0.1% [1] Group 1: Company Movements - SeaStar Medical Holding Corp (NASDAQ:ICU) shares fell 9.5% to $0.21 in pre-market trading following a 1-for-10 reverse split announcement [1] - Coincheck Group NV (NASDAQ:CNCK) decreased by 11% to $2.28 in pre-market trading [2] - Ascent Solar Technologies, Inc. (NASDAQ:ASTI) dropped 7.6% to $4.67 after a 30% increase on Tuesday [2] - Jet.AI Inc (NASDAQ:JTAI) fell 5.3% to $0.82 after a 28% decline on Tuesday, despite announcing a joint venture with Choo Choo Express for a 50-mw data center in Nevada [2] - Lifestance Health Group Inc (NASDAQ:LFST) declined 3.7% to $6.80 in pre-market trading [2] - Precision Drilling Corp (NYSE:PDS) fell 3.3% to $66.96 in pre-market trading [2] - Vasta Platform Ltd (NASDAQ:VSTA) decreased by 3.1% to $4.80 in pre-market trading [2]

Core Viewpoint - U.S. stock futures are mostly lower, with Nasdaq 100 futures down approximately 0.1% [1] Group 1: Company Movements - SeaStar Medical Holding Corp (NASDAQ:ICU) shares fell 9.5% to $0.21 in pre-market trading following a 1-for-10 reverse split announcement [1] - Coincheck Group NV (NASDAQ:CNCK) decreased by 11% to $2.28 in pre-market trading [2] - Ascent Solar Technologies, Inc. (NASDAQ:ASTI) dropped 7.6% to $4.67 after a 30% increase on Tuesday [2] - Jet.AI Inc (NASDAQ:JTAI) fell 5.3% to $0.82 after a 28% decline on Tuesday, despite announcing a joint venture for a 50-mw data center in Nevada [2] - Lifestance Health Group Inc (NASDAQ:LFST) declined 3.7% to $6.80 in pre-market trading [2] - Precision Drilling Corp (NYSE:PDS) fell 3.3% to $66.96 in pre-market trading [2] - Vasta Platform Ltd (NASDAQ:VSTA) decreased by 3.1% to $4.80 in pre-market trading [2]

Core Insights - Jet.AI Inc. announced a planned joint venture with Choo Choo Express LLC to develop a 50-megawatt data center campus in Moapa, Nevada, with an estimated enterprise value of approximately $500 million [1][10]. Project Overview - The data center will be developed on approximately 20 acres of land in Moapa, with CCE expected to contribute the land to the joint venture [6]. - The site is strategically located near existing utility corridors and a major roadway, adjacent to a remediated coal plant that operates as a 200-megawatt battery energy storage facility [5][7]. Financial Commitments - Jet.AI plans to invest around $10 million over a two-year period, contingent on achieving specific development and infrastructure milestones [8]. - The enterprise value of a fully developed 50-megawatt data center is estimated to consist of about $400 million in project debt and $100 million in equity, with Jet.AI expected to receive approximately 70% of the equity promote [10]. Economic Projections - In a fully de-levered scenario, the equity portion could represent about 25% of the total enterprise value, equating to approximately $125 million [11]. - Based on the initial $10 million investment, the projected return could be around 1.5x during the development period and up to 11.5x over a longer-term horizon as debt is repaid [11]. Strategic Advantages - The Moapa campus is one of the few sites in the Southwest capable of supporting hyperscale inference workloads, offering low-latency connectivity to California and key Southwestern markets [7]. - The joint venture benefits from CCE's extensive experience in large-scale data center operations and local development knowledge [9].

Core Insights - Jet.AI Inc. and Convergence Compute LLC announced the location for a new data center campus in Midwestern Canada to meet the rising demand for AI and high-density computing in North America [1][5] - The campus is strategically located 10 miles south of Winnipeg, MB, covering approximately 350 acres with access to essential energy and network infrastructure [2][3] Infrastructure and Development - The site is adjacent to an electrical substation and a natural-gas substation, providing significant energy resources, including 2,000 MW of hydroelectric power [2][4] - The campus benefits from a 115-kV transmission corridor overhead, ensuring scalable and cost-efficient power access [2] - Convergence Compute has completed its first two development milestones and is ahead of schedule on the third, indicating strong progress in the project [5] Strategic Importance - Winnipeg's location along major fiber corridors allows for low-latency connectivity across Canada and into the United States, essential for AI and cloud-scale operations [3] - The site offers a unique opportunity for gigawatt-scale development in North America, driven by robust transmission infrastructure and direct access to natural gas [5][6] - Industry leaders emphasize the difficulty in securing energy-advantaged sites as AI compute demand accelerates, highlighting the strategic value of this location [6] Company Background - Jet.AI, founded in 2018, is expanding its focus from private aviation services to investments in AI and data center sectors, leveraging expertise in data center development [9] - The company aims to build high-performance infrastructure to support the increasing computational demands of artificial intelligence [9]

As filed with the Securities and Exchange Commission on December 1, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jet.AI Inc. (Exact name of registrant as specified in its charter.) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Number) Delaware 4522 93-2971741 (IRS Employer Identification No.) 10845 Griffith Peak Dr. Suite 200 Las ...