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 - Verijet, which became the 13th-largest private jet operator in the U.S. by 2023, has filed for Chapter 7 bankruptcy protection, indicating a move towards liquidation rather than reorganization [1][13] - The company's founder and CEO, Richard Kane, passed away shortly before the bankruptcy filing, which may have impacted the company's stability and operations [2][12] Company Overview - Verijet was founded in 2020 and aimed to provide affordable private jet services using the Cirrus Vision Jet, which features advanced technology such as an auto-landing system [4][5] - The company initially focused on flights within 600 nautical miles of Orlando, Florida, and later expanded to California, Texas, the Northeastern U.S., and Canada [6] Financial Situation - The bankruptcy filing revealed that Verijet had no cash in its bank accounts and its largest asset was an insurance claim worth over $2.4 million [14] - The company reported liabilities totaling $38.7 million, which included $10.5 million in unused jet card deposits from over 80 customers [15] Business Model and Challenges - Verijet's business model relied on selling jet cards that offered guaranteed rates but not guaranteed availability, leading to customer complaints about canceled flights [8][9] - The company faced numerous lawsuits from various stakeholders, including customers and vendors, which contributed to its financial difficulties [9] Recent Developments - In February 2023, Verijet announced a non-binding letter of intent to merge with a SPAC, but the deal fell through shortly after [10] - Following Kane's return as CEO, he claimed to have secured an $85 million investment from Solaino, aimed at advancing the company's goals [11]

Core Viewpoint - Jet.AI reported a decline in revenues for the second quarter of 2025, primarily due to reduced charter and jet card revenues as clients anticipated the sale of its aviation business to flyExclusive, despite an increase in software application revenue [3][4][5]. Financial Results Summary Second Quarter 2025 - Revenues were $2.2 million, down from $3.1 million in the same period last year, reflecting a decrease in Cirrus Charter and Jet Card revenue [3]. - Software App and Cirrus Charter revenue was $1.3 million compared to $1.6 million in the same period last year [4]. - Management and Other Services revenue totaled $533,000, down from $914,000 year-over-year [4]. - Jet Card and Fractional Programs revenue was $421,000, compared to $559,000 in the same period last year [5]. - Cost of revenues decreased to $2.3 million from $3.5 million, attributed to reduced charter flight activity [5]. - Gross loss was approximately $110,000, improved from a loss of $417,000 in the same period last year [6]. - Operating expenses totaled $2.4 million, down from $2.8 million, mainly due to lower general and administrative and sales and marketing expenses [6]. - Operating loss was approximately $2.5 million, compared to a loss of $3.2 million in the same period last year [7]. - As of June 30, 2025, cash and cash equivalents were approximately $8.3 million [7]. Six Months 2025 - Revenues for the six months ended June 30, 2025, were $5.7 million, down from $6.9 million in the same period last year [8]. - Software App and Cirrus Charter revenue for the six months was $3.1 million, compared to $4.0 million in the same period last year [8]. - Management and Other Services revenue totaled $1.8 million, slightly up from $1.7 million year-over-year [10]. - Jet Card and Fractional Programs revenue was $765,000, down from $1.2 million in the same period last year [10]. - Cost of revenues for the six months totaled $5.9 million, down from $7.5 million, due to decreased payments for aircraft management and operations [11]. - Gross loss for the six months was approximately $226,000, improved from $541,000 in the same period last year [12]. - Operating expenses totaled $5.4 million, down from $5.8 million, primarily due to lower general and administrative expenses [13]. - Operating loss for the six months was approximately $5.7 million, compared to a loss of $6.4 million in the same period last year [14]. Operational Highlights - The company announced a capital contribution to AIIA Sponsor Ltd., which is associated with a SPAC focusing on AI and data center opportunities [9]. - A joint venture with Consensus Core Technologies Inc. was formed to develop two hyperscale data-center campuses in Canada [9]. - The transaction with flyExclusive is on track to close by October 31, 2025 [9][16]. Company Overview - Jet.AI, founded in 2018, is transitioning to a pure-play AI data center company, leveraging expertise in data center development and AI technologies [17].

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 ...

As filed with the Securities and Exchange Commission on September 3, 2024 (State or other jurisdiction of incorporation or organization) 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.) Delaware 4522 93-2971741 (Primary Standard Industrial Classification Number) (IRS Employer Identification No.) Michael Winston 10845 Griffith Peak D ...

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 ...