JTAI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-14

• Unless otherwise indicated, all share and per-share amounts in this Quarterly Report on Form 10-Q, including share and per-share amounts for prior periods, have been retroactively adjusted to give effect to the 1-for-200 reverse stock split of the Company’s common stock that became effective on Apri…

• Jet.AI Inc., a Delaware corporation (“Jet.AI”, “Company”, “we” or “us”), was founded in 2018. The Company, directly and indirectly through its subsidiaries, historically has been principally involved in (i) the sale of fractional and whole interests in aircraft, (ii) the sale of jet cards, which ena…

• In 2025 the Company began transitioning its primary focus to AI data center operations and assets. As part of that transition, in 2025 the Company acquired an approximately 49.9% ownership interest in AIIA Sponsor Ltd. (“Sponsor”), the sponsor of AI Infrastructure Acquisition Corp. (NYSE: AIIA) (“AI…

• On February 13, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Original Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, I…

• The Merger Agreement amends, restates, replaces and supersedes the Original Merger Agreement in its entirety. Among other things, the Merger Agreement provides that eighty percent of the merger consideration shares will be issued upon closing, and twenty percent will be held in reserve by flyExclusi…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• Jet.AI Inc., a Delaware corporation (“Jet.AI”, “Company”, “we” or “us”), was founded in 2018 by Michael Winston, its Executive Chairman. The Company, directly and indirectly through its subsidiaries, historically has been principally involved in (i) the sale of fractional and whole interests in airc…

• In 2025 the Company began transitioning its primary focus to AI data center operations and assets.

• On August 10, 2023, the Company, formerly known as Oxbridge Acquisition Corp., consummated a business combination pursuant to a Business Combination Agreement and Plan of Reorganization, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of May 11, 2023 (the “Business Comb…

• Following the Business Combination, the Company’s common stock was listed on the Nasdaq Stock Market LLC under the ticker symbol “JTAI”.

• The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby the Company is treated as the acquired company and Jet Token is treated as the acquirer (the “Reverse Recapitalization”). Accordingly, for accounting purposes, the Reverse Recapitalization was t…

Text added vs the prior filing · source: 10-Q · 2026-05-14

• Our $5,250,000 investment in equity certificates issued by Verso Capital 2 SCSP, which track shares of SpaceX preferred stock held through a captable fund, exposes us to substantial risks, including the potential loss of our entire investment.

• In April 2026, we entered into an Equity Certificates Subscription Agreement (the “Subscription Agreement”) with VERSO Capital 2 SCSP (“Verso”) to subscribe for 8,347 equity certificates (the “Certificates”) for an aggregate subscription price of $5,250,000 (inclusive of a subscription fee), and, co…

• ■ Indirect, multi-layered exposure with no direct ownership of the underlying securities. The Certificates do not represent a direct ownership interest in SpaceX or in any other underlying issuer. Our economic exposure is dependent on, among other things, the continued existence and solvency of Vers…

• ■ Limited recourse and risk of total loss. The Certificates are direct and limited recourse obligations of Verso, recoverable only from a portion of the proceeds of the underlying assets. If those proceeds prove ultimately insufficient, our claims, together with the relevant Certificates, will be fu…

• ■ Illiquidity, transfer restrictions, and absence of any public trading market. SpaceX is not currently a publicly traded company, and the Certificates themselves are restricted securities. Any proposed transfer of Certificates is also subject to subject to contractual restrictions and limitations. …

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• We have made a significant investment in the sponsor of a blank check company commonly referred to as a special purpose acquisition company (“SPAC”), and will suffer the loss of all of our investment if the SPAC does not complete an acquisition by April 6, 2027

• In July 2025, we made a capital contribution of approximately $2.7 million in AIIA Sponsor Ltd. (“Sponsor”), that served as the sponsor of AI Infrastructure Acquisition Corp., a special purpose acquisition company (“AII Acquisition”). The capital contribution was made to fund, in part, Sponsor’s pur…

• There is no assurance that AII Acquisition will be successful in completing a business combination or that any business combination will be successful. The Company could lose its entire investment in Sponsor if a business combination is not completed by April 6, 2027 or if the business combination i…