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 ...

As filed with the Securities and Exchange Commission on December 1, 2025. 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 Registration No. 333- Copies to: Kate L. Bechen M. Ali Panjwani Peter F. Waltz ...

Core Viewpoint - Jet.AI Inc. is positioned as a leader in high-performance GPU infrastructure and AI cloud services, with significant ownership in AI Infrastructure Acquisition Corp, which is focused on advancing AI and data center technologies [1][2][3] Company Overview - Jet.AI was founded in 2018 and is based in Las Vegas, NV, initially providing private aviation services and now expanding into AI and data center investments [4] - The company aims to build scalable, high-performance infrastructure to meet the growing computational demands of artificial intelligence [4] Ownership and Financials - Jet.AI holds a 49.5% ownership interest in AIIA Sponsor Ltd., which in turn holds approximately 25% of AI Infrastructure Acquisition Corp [2] - AI Infrastructure Acquisition Corp successfully completed an upsized initial public offering of $138 million on October 6, 2025 [2] Strategic Developments - Jet.AI is making progress on its Canada data center project, which is expected to deliver substantial returns once fully developed and tenanted [3] - The company believes its current market capitalization does not reflect the potential value of its ownership interest in the Sponsor [3]

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]