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 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].

Core Points - flyExclusive held its Third Quarter 2025 Earnings Call, announcing financial results for the quarter ended September 30, 2025 [2][3] - The company filed its Form 10-Q with the SEC, which includes important disclosures and reconciliations of non-GAAP information to GAAP [3] - The discussion included forward-looking statements, with actual results potentially differing due to various risk factors [4] Financial Results - The financial results were announced after market close, indicating a structured approach to investor communication [3] - Non-GAAP information was highlighted, suggesting a focus on metrics that may provide a clearer picture of the company's performance [3] Leadership - The call featured key executives, including the Founder and CEO Jim Segrave and CFO Brad Garner, indicating strong leadership presence [2]

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]