JTAI — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-14

• Jet.AI Inc., a Delaware corporation (“Jet.AI”, “Company”, “we” or “us”), was founded in 2018. We are an emerging provider of high-performance GPU infrastructure and artificial intelligence cloud services, and we continue to make available a suite of SaaS software to aircraft owners and operators, as…

• The Company, directly and indirectly through its subsidiaries, historically was principally involved in (i) the sale of fractional and whole interests in aircraft, (ii) the sale of jet cards, which enable holders to use certain of the Company’s and other’s aircraft at agreed-upon rates, (iii) the op…

• 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…

• Pursuant to the Merger Agreement, (i) as a condition to closing on the Merger Agreement, the Company distributed all of the shares of SpinCo, on a pro rata basis, to the Company’s stockholders (the “Distribution”), (ii) Merger Sub merged with and into SpinCo (the “Merger” and, together with the Dist…

• In connection with executing the Merger Agreement, the Company, SpinCo, and flyExclusive entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) pursuant to which, in connection with the closing, the Company transferred the business, operations, services an…

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

• 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…

• 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…

• On February 11, 2026, the parties entered into an amendment to the Merger Agreement (the “Amendment”), which (i) eliminates the closing condition that would have required the Company to execute a new securities purchase agreement with a third-party investor, pursuant to which the Company would have …

• In connection with executing the Merger Agreement, the Company, SpinCo, and flyExclusive entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) pursuant to which the Company will transfer the business, operations, services and activities of the Company’s f…

Text added vs the prior filing · source: 10-Q · 2026-08-14

• With the Spin-Off having been effected on July 13, 2026, and the closing of the Merger effected shortly thereafter, the Company no longer owns or operates its former fractional and jet card business. As a result, the risk factors identified under the subheading “Risks Related to Our Legacy Charter B…

• Future business combinations and acquisition transactions, if any, as well as the recently closed Merger with flyExclusive, may not succeed in generating the intended benefits and may adversely affect our business.

• Particularly after effecting the Spin-Off in July 2026 and closing the Merger, a component of our strategy is to evaluate strategic transactions or relationships from time to time. The inability of the Company to successfully identify and execute on a strategic transaction, or otherwise integrate ac…

• Business combinations and other strategic transactions may have a direct adverse effect on our financial condition, results of operations, liquidity or stock price. To complete acquisitions, strategic transactions or other business combinations, we may have to use cash, issue new equity securities w…

Text removed 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. …