Company Overview - AI Infrastructure Acquisition Corp. is a newly organized blank check company incorporated in the Cayman Islands, led by CEO Michael Winston [1][5] - The company aims to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses [5] Initial Public Offering (IPO) Details - The company announced the pricing of its initial public offering of 12,000,000 units at an offering price of $10.00 per unit, with each unit consisting of one Class A ordinary share and one right [1] - Each right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon consummation of the initial business combination [1] - The units are expected to be listed on the New York Stock Exchange under the ticker symbol "AIIAU" starting October 3, 2025 [1] - The offering is expected to close on October 6, 2025, subject to customary closing conditions [2] Underwriting and Regulatory Information - Maxim Group LLC is acting as the sole book-running manager for the offering [2] - The company has granted underwriters a 45-day option to purchase up to 1,800,000 additional units at the initial public offering price to cover over-allotments [2] - A registration statement relating to the securities was declared effective by the U.S. Securities and Exchange Commission on September 30, 2025 [3] About Jet.AI - Jet.AI, a minority-owned subsidiary of AI Infrastructure Acquisition Corp., is a publicly listed company operating in the AI data center sector [1][6] - Founded in 2018, Jet.AI is transitioning to a pure-play AI data center company, leveraging expertise in data center development and AI-driven technologies [6] - The company aims to build scalable, high-performance infrastructure to support the increasing computational demands of artificial intelligence [6]

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]

to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jet.AI Inc. (Exact name of registrant as specified in its charter.) As filed with the Securities and Exchange Commission on October 15, 2024 Registration No. 333-279385 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Number) Delaware 4522 93-2971741 (IRS Employer Identification No.) 10845 Griffit ...

Jet.AI Inc. (Exact name of registrant as specified in its charter.) As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. 333-279385 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Number) Delaware 4522 93-2971741 (IRS Employer Identification No.) 10845 Griffit ...

As filed with the Securities and Exchange Commission on October 9, 2024 Registration No. 333-281911 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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 ...

As filed with the Securities and Exchange Commission on September 25, 2024 Registration No. 333-279385 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to 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 Griff ...

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jet.AI Inc. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Exact name of registrant as specified in its charter.) As filed with the Securities and Exchange Commission on September 3, 2024 (State or other jurisdiction of incorporation or organization) Delaware 4522 93-2971741 (Primary Standard Industrial Classification Number) (IRS Employer Identification No.) 10845 Griffith Peak Dr. Suite 200 Las ...

As filed with the Securities and Exchange Commission on August 30, 2024 Registration No. 333-279385 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to 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 ...

As filed with the Securities and Exchange Commission on June 19, 2024 Registration No. 333-279385 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to 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 P ...