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. 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]

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]

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 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 ...