Core Insights - Jet.AI Inc. is transitioning to a pure-play AI data center company, focusing on AI-driven infrastructure and has signed a letter of intent with Consensus Core to develop two large-scale data center campuses in Canada [3][4][10] Financial Performance - For Q1 2025, revenues were $3.5 million, a decrease from $3.8 million in the same period last year, primarily due to reduced software app and charter revenue [6][10] - Software App and Cirrus Charter revenue decreased to $1.8 million from $2.4 million, attributed to lower marketing efforts and a decline in private jet travel demand [7] - Management and Other Services revenue increased by 60% to $1.3 million, driven by a new management agreement and an additional managed aircraft [8] - Jet Card and Fractional Programs revenue fell to $0.3 million from $0.7 million, impacted by a challenging economic environment and a revised pricing strategy [9] - Cost of revenues decreased to $3.6 million from $4.0 million, leading to a gross loss of approximately $116,000, an improvement from a loss of $124,000 in the previous year [10] - Operating expenses totaled $3.1 million, slightly up from $3.0 million, with an operating loss of $3.2 million compared to a loss of $3.1 million in the same period last year [11] Cash Position - As of March 31, 2025, the company had a cash balance of $12.2 million and no debt, showing a significant increase from $5.9 million at the end of 2024 [12][16] Strategic Initiatives - The company is moving towards a definitive agreement with Consensus Core for the joint development of data centers, which are expected to have a capacity of 1.5 gigawatts [5][10] - A definitive agreement has been entered into with flyExclusive to divest the jet card and fractional aviation business in a spin-merge transaction expected to close in Q2 2025 [10] Company Overview - Jet.AI, founded in 2018, is based in Las Vegas and is transitioning to focus solely on AI data center operations, leveraging expertise in data center development and AI technologies [13]

PART I FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The unaudited consolidated financial statements for the quarter ended March 31, 2025, show a significant increase in total assets to $18.5 million and stockholders' equity to $13.6 million, primarily driven by financing activities, while the company continues to report a net loss of $3.2 million, consistent with the prior year period, and revenues decreased slightly to $3.5 million [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets increased to $18.5 million from $10.8 million at year-end 2024, mainly due to a rise in cash and cash equivalents from $5.9 million to $12.2 million, with total liabilities increasing moderately to $4.8 million and stockholders' equity growing substantially to $13.6 million from $6.5 million, reflecting recent financing activities Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $12,245,419 | $5,872,627 | | Total current assets | $12,980,984 | $6,362,608 | | Total assets | $18,458,622 | $10,797,323 | | **Liabilities & Equity** | | | | Total current liabilities | $4,473,114 | $3,789,081 | | Total liabilities | $4,835,030 | $4,284,863 | | Total stockholders' equity | $13,623,592 | $6,512,460 | | Total liabilities and stockholders' equity | $18,458,622 | $10,797,323 | [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2025, revenues decreased to $3.5 million from $3.8 million in the prior-year period, resulting in a gross loss of $115,514 and a net loss of $3.2 million, comparable to Q1 2024, while net loss per share significantly improved to $(1.85) from $(64.08) due to increased weighted average shares outstanding Consolidated Statements of Operations (Unaudited) | Metric | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Revenues | $3,474,638 | $3,848,598 | | Gross loss | $(115,514) | $(124,356) | | Operating loss | $(3,171,273) | $(3,149,796) | | Net Loss | $(3,169,804) | $(3,229,049) | | Net loss per share - basic and diluted | $(1.85) | $(64.08) | - Stock-based compensation, a major component of general and administrative expenses, decreased significantly to **$550,936** in Q1 2025 from **$1,199,318** in Q1 2024[12](index=12&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2025, net cash used in operating activities was $2.2 million, investing activities used $1.2 million primarily for an aircraft deposit, and financing activities provided a significant inflow of $9.7 million, mainly from the exercise of Series B Preferred Stock warrants, resulting in a net increase in cash and cash equivalents of $6.4 million for the quarter Consolidated Cash Flow Summary (Unaudited) | Cash Flow Activity | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(2,180,208) | $(2,520,790) | | Net cash used in investing activities | $(1,177,000) | $(12,922) | | Net cash provided by financing activities | $9,730,000 | $1,028,724 | | **Increase (decrease) in cash** | **$6,372,792** | **$(1,504,988)** | - The primary source of financing cash flow in Q1 2025 was **$11.0 million** from the proceeds from the exercise of Series B Convertible Preferred Stock warrants[16](index=16&type=chunk) [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's business operations, significant accounting policies, and key events, highlighting going concern uncertainty due to historical losses, the planned spin-off of the charter business to flyExclusive, and significant financing activities through convertible preferred stock and warrants, alongside key commitments including an aircraft purchase agreement with Textron and an operating lease for an aircraft - The company's principal business activities include the sale of fractional/whole aircraft interests, jet cards, a proprietary booking platform, aircraft chartering, brokerage, and management services[20](index=20&type=chunk) - The company has incurred losses since inception, raising concerns about its ability to continue as a going concern, with management planning to fund operations through capital from operations, its Share Purchase Agreement with GEM, proceeds from warrant exercises, and other potential financing[21](index=21&type=chunk)[22](index=22&type=chunk) - On February 13, 2025, the company entered into a merger agreement with flyExclusive, which involves spinning off its jet charter business (SpinCo) and merging it with a flyExclusive subsidiary, with Jet.AI stockholders receiving flyExclusive shares while retaining their Jet.AI stock post-transaction[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk) - In Q1 2025, the company issued 1,100 shares of Series B Preferred Stock upon the exercise of warrants, generating gross proceeds of **$11.0 million**[102](index=102&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a 9.7% decrease in Q1 2025 revenue to $3.5 million, attributed to reduced software-related and jet card sales, though partially offset by a 60% increase in aircraft management revenue, highlighting its strategic plan to spin off its aviation business to flyExclusive and pivot to AI and data-center sectors, with liquidity significantly improved by an $11.0 million financing in the quarter, despite continued operating losses, and exploration of further funding options, including a potential $50 million transaction with Hexstone Capital [Overview and Strategic Direction](index=24&type=section&id=Overview%20and%20Strategic%20Direction) Jet.AI operates in private aviation through fractional/whole aircraft sales, jet cards, a proprietary booking platform, and aircraft management, but a significant strategic shift is underway with the planned sale of its aviation business to flyExclusive, after which Jet.AI will retain its software and IP assets and focus on opportunities in the AI and data-center enterprise sectors - The company is planning to sell its aviation business assets (fractional, jet card, and management) to flyExclusive via a spin-off and merger transaction[127](index=127&type=chunk)[128](index=128&type=chunk) - Following the transaction, Jet.AI will continue as a public company, retaining its software and intellectual property, and intends to pursue business opportunities in the AI and data-center sectors[129](index=129&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Q1 2025 revenue decreased 9.7% year-over-year to $3.5 million, primarily due to a 39% decline in software-related revenue from reduced marketing and an industry-wide demand slowdown, though aircraft management revenue saw a strong 60% increase, while the gross loss slightly improved to $116,000 and the operating loss widened marginally to $3.2 million, driven by higher G&A expenses excluding stock-based compensation Revenue Breakdown by Subcategory | Revenue Source | Three Months Ended March 31, 2025 ($) | Three Months Ended March 31, 2024 ($) | | :--- | :--- | :--- | | Software App and Cirrus Charter | $1,849,950 | $2,371,091 | | Jet Card and Fractional Programs | $343,345 | $677,320 | | Management and Other Services | $1,281,343 | $800,187 | | **Total Revenue** | **$3,474,638** | **$3,848,598** | - Software-related revenue declined **39%** due to reduced marketing and an industry-wide decline in private jet travel demand[133](index=133&type=chunk) - Aircraft management service revenue increased by **60%**, driven by a new management agreement from Q4 2023 and the addition of a second managed aircraft in April 2024[134](index=134&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company held $12.2 million in cash, a substantial increase from year-end 2024 due to raising $11.0 million from the Ionic Transaction, and despite a history of operating losses and an accumulated deficit of $55.7 million, management believes it has sufficient capital for the next 12 months, supported by existing funds, access to the GEM Share Purchase Agreement, and a non-binding term sheet for a potential $50 million financing with Hexstone Capital - The company raised **$11.0 million** in Q1 2025 through the issuance of 1,100 shares of Series B Preferred Stock from warrant exercises[150](index=150&type=chunk) - The company has a history of negative cash flows and an accumulated deficit of **$55.7 million** as of March 31, 2025[151](index=151&type=chunk) - In February 2025, the company entered into a non-binding term sheet with Hexstone Capital LP for a proposed private placement of up to **$50 million** in Series C Convertible Preferred Stock[170](index=170&type=chunk)[171](index=171&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=39&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a "smaller reporting company," Jet.AI Inc. is not required to provide quantitative and qualitative disclosures about market risk - The Company is a "smaller reporting company" and is therefore not required to provide the information for this item[205](index=205&type=chunk) [Item 4. Controls and Procedures](index=39&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation as of March 31, 2025, the company's Interim Chief Executive Officer and Interim Chief Financial Officer concluded that the disclosure controls and procedures were effective, with no material changes in internal control over financial reporting during the quarter - Management, including the Interim CEO and Interim CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[207](index=207&type=chunk) - No changes occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[208](index=208&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[210](index=210&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes from the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - No material changes from the risk factors disclosed in the Annual Report on Form 10-K for the year ended December 31, 2024[211](index=211&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Since January 1, 2025, the company issued 1,100 shares of Series B Preferred Stock from the exercise of the Ionic Warrant, resulting in gross proceeds of $11.0 million, with these securities sold in a private placement exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506(b), and no equity securities repurchased by the company during the quarter - From January 1, 2025, the Company issued 1,100 shares of Series B Preferred Stock from exercises of the Ionic Warrant for gross proceeds of **$11.0 million**, with the sale exempt from registration under Section 4(a)(2) of the Securities Act[212](index=212&type=chunk) - There were no purchases of equity securities by the Company or its affiliates during the quarter ended March 31, 2025[214](index=214&type=chunk) [Item 5. Other Information](index=40&type=section&id=Item%205.%20Other%20Information) During the quarter, there was no information required to be disclosed on a Form 8-K that was not already reported, no material changes to the procedures for stockholder director nominations, and no directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement - No directors or officers adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" during the quarter[218](index=218&type=chunk)

Core Viewpoint - Jet.AI Inc. is forming a joint venture with Consensus Core Technologies Inc. to develop two hyperscale data-center campuses in Canada, aiming to meet the growing demand for AI compute power [1][4] Investment and Financials - Jet.AI plans to invest US $2 million initially, securing a 20% general partner interest and an 8% equity stake in the joint venture, with the option to increase its total commitment to US $20 million [3] - The Midwestern Project currently has 2 MW of capacity, with plans to expand to 100 MW within 12 months, potentially generating an additional $100 million in annual Net Operating Income (NOI) once stabilized [2][4] - The total projected capacity of the joint venture is approximately 1.5 gigawatts, which could equate to around $1.5 billion in NOI as the data centers are constructed and stabilized [4] Project Details - The Midwestern Project is strategically located with a 115 kV transmission line and adjacent to a natural gas pipeline, allowing for immediate power generation capabilities [5] - The Maritime Project has access to high-voltage power and hydro sources, with plans to scale capacity from 40 MW to over 1 gigawatt in the future [6] Strategic Positioning - The joint venture combines Jet.AI's capital markets expertise with Consensus Core's infrastructure development capabilities, positioning it to become a significant player in the AI compute landscape [9] - Consensus Core's experience in developing large-scale infrastructure projects enhances the joint venture's potential to meet the increasing demand for AI data centers [7][8]

Core Insights - Jet.AI Inc. reported financial results for the full year ended December 31, 2024, with revenues of $14.0 million, an increase of $1.8 million from the previous year, primarily driven by software app and charter revenues [4][21] - The company is transitioning towards AI data centers and has signed a letter of intent for a 50-megawatt data center project, which is part of a larger 120-acre campus with potential for a full gigawatt capacity [3][5] - Jet.AI has entered into a definitive agreement to divest its aviation segment to flyExclusive through an all-stock spin-off transaction, expected to close in Q2 2025 [3][5] Financial Performance - Revenues for 2024 were $14.0 million, up from $12.2 million in 2023, with software app and Cirrus charter revenues contributing $8.1 million, an increase of $1.0 million [4][21] - Cost of revenues increased to $15 million from $12.4 million, leading to a gross loss of approximately $965,000 compared to a loss of $179,000 in the previous year [7][8][21] - Operating loss was $12.6 million, slightly higher than the $12.5 million loss in 2023, with total operating expenses decreasing to $11.6 million from $12.3 million [9][21] Cash Position and Assets - As of March 25, 2025, the company had a cash balance of $12.5 million and no debt, along with $4.2 million in aircraft-related deposits, totaling $16.7 million [9] - Total assets increased to $10.8 million in 2024 from $5.7 million in 2023, with significant growth in cash and cash equivalents [19] Strategic Initiatives - The company launched "Ava," an agentic AI model for private jet booking, and commenced pre-sales for fractional ownership interests in its upcoming Cessna Citation CJ4 Gen2 aircraft [5] - Jet.AI has authorized a $2 million share repurchase program and completed a reverse stock split at a ratio of 1-for-225 [5][9] - The leadership team is focused on building AI infrastructure and evaluating acquisitions and strategic partnerships to maintain growth momentum [3][5]

Financial Performance and Compliance - The company's stockholders' deficit as of December 31, 2023, was $(3,963,039), indicating a significant financial challenge[26] - The company received a notification from Nasdaq on December 1, 2023, regarding non-compliance with the minimum stockholders' equity requirement of $10 million[26] - The minimum bid price of the company's common stock was below $1.00 for 30 consecutive business days, leading to a second notification from Nasdaq[27] - The Company received a notification from Nasdaq on May 30, 2024, indicating non-compliance with the Minimum Stockholders' Equity Requirement, leading to a hearing request to appeal the delisting notice[29] - A reverse stock split at a ratio of 225-for-1 was executed on November 12, 2024, resulting in regained compliance with both the Minimum Stockholders' Equity Requirement and Minimum Bid Price Requirement as of November 26, 2024[30] - The Company is subject to a Mandatory Panel Monitor for one year starting November 26, 2024, which could lead to delisting if non-compliance recurs[30] - The company's stockholders' deficit as of December 31, 2023, was $(3,963,039), falling below the $10 million minimum required for continued listing on Nasdaq[26] AI and Technology Initiatives - The company launched two AI-enhanced booking apps, CharterGPT and Ava, in 2023 and 2024, respectively, to improve its service offerings[23] - The company is focusing on enhancing the AI functionality of its platforms, including CharterGPT and Ava, as part of its growth strategy[25] - The company has established a B2B software platform, Jet.AI Operator Platform, to provide SaaS products to aircraft owners and operators[24] - The company launched the CharterGPT app in 2023, automating charter bookings and enhancing user experience through an API connection with Avinode[43] - The AI model "Ava" was launched in late 2024, allowing customers to book private jets via a toll-free number or SMS, providing real-time availability and pricing[44] - Reroute AI was launched in 2024, enabling FAA Part 135 operators to earn revenue on empty flight legs through a web-based platform[45] - DynoFlight, launched at the end of 2023, allows operators to track emissions and purchase carbon offset credits, with integration plans with FL3XX announced in February 2024[46] - The Flight Club API enables FAA Part 135 operators to sell private jet services by the seat, automating ticketing and compliance processes[47] - The company aims to enhance the AI functionality of its existing platforms, including Reroute AI and DynoFlight[25] - The company is developing AI-powered features for CharterGPT, including Predictive Destination Optimization, which utilizes historical traffic patterns and traveler preferences to recommend optimal private airports[59] - CharterGPT will analyze historical pricing data to predict the best departure date for the lowest charter flight prices, considering approximately 35 blackout days annually[60] Strategic Transactions and Business Focus - The company is exploring strategic transactions, including a potential merger, to maximize stakeholder value[16] - The Company entered into a Merger Agreement with flyExclusive on February 13, 2025, involving the distribution of shares of SpinCo to stockholders and the merger of SpinCo into flyExclusive[33] - Following the Transactions, the Company will cease operations in the fractional and jet card business and focus on AI sector opportunities[35] - The company plans to divest substantially all of its fractional and jet card business and related assets in a proposed transaction with flyExclusive[33] - Following the proposed transaction, the company will focus on expanding its AI operations and developing new services and platforms[35] Market Competition and Industry Landscape - The company faces significant competition in the aviation industry, which may impact its market position and financial performance[19] - The private air travel industry is highly competitive, with established players like NetJets, FlexJet, and WheelsUp competing for passengers through various pricing plans and services[75] - Competitors have larger fleets and greater financial resources, allowing them to respond quickly to market changes, which poses a disadvantage for the company[77] - In 2018 and 2019, VistaJet acquired XOJET and JetSmarter, indicating increased consolidation in the industry that could intensify competition[78] - The competitive landscape includes established players like NetJets and FlexJet, with significant consolidation in the industry potentially intensifying competition[75][78] Operational and Regulatory Environment - The company is subject to strict regulations from the DOT and FAA, which govern air transportation and safety standards[82][84] - The company’s operations are influenced by a highly regulated environment, which includes compliance with TSA mandates for passenger screening[86] - The company’s financial performance and market opportunities are subject to numerous risks and uncertainties, including economic downturns and regulatory changes[16] Marketing and Customer Focus - The company is focused on high-net-worth individuals for marketing, utilizing online, television, and event marketing strategies to expand its reach[63] - The company believes that combining private jet on-demand services with commercial airline availability will provide optimum flexibility and cost efficiency for clients[65] - The company estimates that 30 days per year are extremely difficult for private flying without guaranteed access, highlighting the importance of its jet membership program[70] Fleet and Aircraft Management - The company aims to expand its fleet with larger aircraft capable of longer distances as part of its historical strategy[25] - The company plans to gradually expand its fleet with larger light jets and super-mid-size aircraft, having entered into a purchase agreement for three Citation CJ4 Gen 2 aircraft, expected for delivery in 2026[50] - The company’s aircraft fleet consists of five aircraft, including three HondaJet Elites and one Citation CJ4 Gen 2, with a focus on cost efficiency and spacious interiors[66] - Cirrus, the largest private jet charter company in Las Vegas, provides management services for the company's aircraft, ensuring compliance with FAA regulations[72] - The company has entered into agreements with Cirrus for Executive Aircraft Management and Charter Services, leveraging Cirrus's 40 years of experience in managing and operating aircraft[71][72]

Core Insights - Jet.AI Inc. has made significant operational advancements and strategic adjustments, focusing on enhancing shareholder value through a proposed all-stock transaction with flyExclusive [1][2][3] Group 1: Strategic Developments - Jet.AI signed a strategic agreement to sell its aviation assets to flyExclusive in an all-stock deal, allowing shareholders to retain Jet.AI stock and receive new shares in flyExclusive [2][3] - The decision to sell to flyExclusive is based on the potential for shareholders to benefit from the competitive landscape of flyExclusive and the growth in artificial intelligence [3][5] - Jet.AI aims to grow in the fractional aviation market, initially focusing on the super-light category before moving to the super-mid category, which involves higher-value aircraft [4] Group 2: AI and Infrastructure - Jet.AI has launched several AI-driven initiatives, including Ava, CharterGPT, Reroute AI, and DynoFlight AI, to enhance private aviation services [6] - The company acknowledges challenges in AI infrastructure, particularly the need for reliable computational resources to support its AI applications [7][8] - The demand for AI data centers is expected to grow significantly, with projections indicating that data centers could consume 4% of global electricity by 2030 [8][9] Group 3: Financial Insights - Building data centers is capital-intensive, costing approximately $10 million per megawatt, with each megawatt generating around $1 million in Net Operating Income (NOI), resulting in a 10% yield on construction costs [12][15] - The market typically values data center assets at a 6% capitalization rate, translating to significant potential valuations for constructed facilities [13] - Jet.AI plans to develop a 50-megawatt data center project as part of a larger campus, with the potential for phased construction to reach a full gigawatt of capacity [17] Group 4: Market Position and Future Outlook - Jet.AI is positioned to attract both hyperscalers and specialized tenants needing secure AI compute environments, as companies increasingly seek dedicated resources for proprietary data [18] - The company emphasizes that investments in AI data centers will strengthen its operational capabilities and create long-term shareholder value [19] - Jet.AI's trajectory indicates a focus on careful growth and a long-term perspective in the evolving AI landscape [22]

Core Viewpoint - Monteverde & Associates PC is investigating Jet.AI Inc. regarding its proposed merger with flyExclusive Inc., where Jet.AI shareholders will retain their stock and receive new Class A common shares in flyExclusive as part of the transaction [1]. Group 1: Company Overview - Monteverde & Associates PC is recognized as a Top 50 Firm by ISS Securities Class Action Services Report and has recovered millions of dollars for shareholders [1]. - The firm is headquartered in the Empire State Building in New York City and specializes in class action securities litigation [2]. Group 2: Legal Actions - The firm is actively investigating the merger between Jet.AI Inc. and flyExclusive Inc. to ensure shareholder interests are protected [1]. - Monteverde & Associates PC has a successful track record in trial and appellate courts, including the U.S. Supreme Court [2].

Core Points - flyExclusive Inc. has entered into a definitive agreement to acquire the aviation business of Jet.AI Inc., transforming Jet.AI into a pure-play AI solutions company [1][2] - The transaction is structured as an all-stock deal, with Jet.AI shareholders retaining their stock and receiving new Class A common shares in flyExclusive [5][6] - The acquisition is expected to provide flyExclusive with additional growth capital and enhance shareholder liquidity, while allowing Jet.AI to focus on its AI solutions [3][4] Transaction Details - The Business Combination will involve spinning off Jet.AI's charter business assets into a new entity ("SpinCo"), which will then be acquired by flyExclusive [2][5] - The purchase price will be based on Jet.AI's Net Cash, with a minimum requirement of $12 million, and the applicable premium percentage for the aviation business will range from 115% to 120% [5] - The transaction is anticipated to close in the second quarter of 2025, subject to various conditions including regulatory review and shareholder approval [6] Company Profiles - flyExclusive is a vertically integrated air carrier providing private jet experiences, operating a fleet of approximately 100 jets, and managing all aspects of customer experience [7] - Jet.AI operates in two segments: Software and Aviation, with offerings including the CharterGPT app and the Jet.AI Operator platform, aimed at enhancing the private jet booking experience [8]

Core Insights - Jet.AI Inc. has launched an innovative AI model named "Ava" to facilitate private jet bookings, enhancing customer experience and operational efficiency [1][4]. Company Overview - Jet.AI operates in two segments: Software and Aviation. The Software segment includes the B2C CharterGPT app and the B2B Jet.AI Operator platform, utilizing natural language processing and machine learning to improve the private jet booking experience [5]. - The Aviation segment encompasses jet aircraft fractions, jet card services, on-fleet charter, management, and buyer's brokerage [5]. - The company was founded in 2018 and is based in Las Vegas, Nevada, and San Francisco, California [5]. Product Features - Customers can book private jets by calling or texting +1-888-492-4538, where Ava provides real-time aircraft availability, transparent pricing, and expert guidance [3]. - The CharterGPT app has been updated with features such as enhanced push notifications for travel reservations, carbon tracking and offsetting options, and deep linking for trip sheets [4]. - Ava is designed to ensure a personalized experience for all customers, whether they are seasoned travelers or first-time flyers [3]. Future Developments - The company plans to enhance Ava's capabilities by enabling it to call charter operators to confirm availability and pricing, aiming to improve productivity while maintaining a human element in the booking process [4].

Revenue Performance - Revenues for Q3 2024 were $3.9 million, an increase of $0.5 million year-over-year and $0.8 million quarter-over-quarter[6]. - Software App and Cirrus Charter revenue totaled $2.4 million, up $0.5 million compared to the same period last year[7]. - Management and Other Services revenue reached $960,000, compared to $775,000 in the same period last year[8]. - Revenues for Q3 2024 reached $3,917,393, a 16.3% increase from $3,367,189 in Q3 2023[20]. Operating Performance - Operating loss decreased to approximately $2.9 million, down from $4.3 million in the same period last year[12]. - Gross loss for Q3 2024 was approximately $14,000, compared to a gross profit of $170,000 in the same period last year[11]. - Gross loss profit for Q3 2024 was $(13,886), compared to a profit of $170,441 in Q3 2023[20]. - Total operating expenses decreased to $2,868,052 in Q3 2024 from $4,436,956 in Q3 2023, a reduction of 35.4%[20]. - Net loss for Q3 2024 was $(2,881,882), an improvement from $(4,290,559) in Q3 2023, representing a 32.7% reduction[20]. - Net loss per share for Q3 2024 was $(43.82), an improvement from $(137.55) in Q3 2023[20]. Cash and Financing - Cash and cash equivalents as of September 30, 2024, were approximately $312,000, down from $528,000 as of June 30, 2024[13]. - Cash used in operating activities for the nine months ended September 30, 2024, was $(4,840,533), compared to $(2,744,630) in the same period of 2023[22]. - Cash and cash equivalents at the end of the period were $311,883, down from $903,909 in 2023[22]. - Net cash provided by financing activities was $3,064,795 in 2024, compared to $2,290,678 in 2023, an increase of 34%[22]. - Stock-based compensation for the nine months ended September 30, 2024, was $3,714,404, down from $5,424,158 in 2023[22]. Shareholder Actions - The company authorized a $2 million share repurchase program and completed a reverse stock split[4]. - Weighted average shares outstanding increased to 78,523 in Q3 2024 from 31,192 in Q3 2023[20]. Future Plans - Jet.AI plans to develop CharterGPT into an 'AI agent' for independent booking processes over the next few quarters[5]. - The company entered an agreement with Textron Aviation to purchase three Cessna Citation CJ4 jets, with deliveries scheduled for 2026[5]. Liabilities - Total liabilities as of September 30, 2024, were $8.39 million, down from $9.68 million at the end of the previous year[18].