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| CIK | 1861622 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Oxbridge Acquisition Corp - Class A
SEC Filings (Chronological Order)
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| May 21, 2026 |
JET.AI, INC. CONSOLIDATED BALANCE SHEETS Exhibit 99.1 Jet.AI Reports First Quarter 2026 Financial Results LAS VEGAS, May 15, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced financial results for the first quarter ended March 31, 2026. General Company Update ● As of March 31, 2026, the Company had approximatel |
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| May 21, 2026 |
First Amendment to Amended and Restated Employment Agreement Exhibit 10.2 First Amendment to Amended and Restated Employment Agreement This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of May 18, 2026 (the “Amendment Effective Date”), by and between Jet.AI Inc., a Delaware corporation (the “Company”), and George Murnane (“Executive” and, together with the Company, the “Parties”, and each, a “Party”). REC |
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| May 21, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorporati |
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| May 21, 2026 |
First Amendment to Amended and Restated Employment Agreement Exhibit 10.1 First Amendment to Amended and Restated Employment Agreement This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is entered into as of May 18, 2026 (the “Amendment Effective Date”), by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Michael Winston (“Executive” and, together with the Company, the “Parties”, and each, a “Party”). RE |
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| May 14, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact N |
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| May 4, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| April 23, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| April 10, 2026 |
Jet.AI Announces $5 Million SPV Economic Interest in xAI (SpaceX) Exhibit 99.2 Jet.AI Announces $5 Million SPV Economic Interest in xAI (SpaceX) LAS VEGAS, NV, April 08, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced a $5 million strategic investment intended to provide an economic interest in SpaceX and its related subsidiaries, in |
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| April 10, 2026 |
Exhibit 10.1 ***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. VERSO CAPITAL 2 SCSP duly represented by its general partner VERSO Capital 2 GP S.à r.l. as Issuer and JET.AI INC as Subscriber and VERSO Management as Arranger EQUITY CERTIFICATES SUBSCRIPTION AGREEMENT S |
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| April 10, 2026 |
Jet.AI Inc. Announces Reverse Stock Split Exhibit 99.1 Jet.AI Inc. Announces Reverse Stock Split LAS VEGAS, NV, April 06, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), today announced that it has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-200. The reverse stock split is expected to take effect before markets open on Wednesday, April 8, 2026. Th |
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| April 10, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| April 10, 2026 |
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION JET.AI INC. a Delaware corporation Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF JET.AI INC. a Delaware corporation Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Jet.AI Inc., a corporation organized and existing under the DGCL (the “Corporation”), hereby certifies as follows: A. On March 9, 2026, the Board of Directors of the Corporation duly adopted a re |
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| March 18, 2026 |
Jet.AI Authorizes $5.0 Million Share Repurchase Program Exhibit 99.2 Jet.AI Authorizes $5.0 Million Share Repurchase Program Las Vegas, NV, March 17, 2026 (GLOBE NEWSWIRE) - Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, announced today that its Board of Directors has approved a share repurchase program authorizing the Company to repurchase up to $5.0 million of |
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| March 18, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| March 18, 2026 |
Exhibit 99.1 Powered Land: Jet.AI and Consensus Core Complete Milestone Three of Canadian Hyperscale Data Center Projects Las Vegas, NV, March 16, 2026 (GLOBE NEWSWIRE) - Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, and Consensus Core Technologies Inc. (“Consensus Core”), today announced the completion of |
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| March 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| March 13, 2026 |
Jet.AI Inc. Reports Full Year 2025 Financial Results Exhibit 99.1 Jet.AI Inc. Reports Full Year 2025 Financial Results LAS VEGAS, March 09, 2026 (GLOBE NEWSWIRE) - Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced financial results for the full year ended December 31, 2025. The Company had approximately $13.7 million of cash and no debt as of Mar |
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| March 6, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Name o |
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| March 6, 2026 |
LIST OF SUBSIDIARIES OF JET.AI INC. Exhibit 21.1 LIST OF SUBSIDIARIES OF JET.AI INC. Subsidiary Jurisdiction of Incorporation Summerlin Aviation LLC Delaware Galilee LLC Delaware Jet Token Software Inc. Delaware Jet Token Management Inc. California Galilee 1 SPV LLC Delaware Jet.AI SpinCo, Inc. Delaware 380 Software LLC* Nevada * 50/50 joint venture between Jet Token Management Inc. and Great Western Air LLC (d/b/a Cirrus Aviation S |
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| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Jet.AI Inc. (Exact name of registrant as specified in its charter) Delaware 93-2971741 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 10845 Griffith Peak Dr. Suite |
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| February 13, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| February 13, 2026 |
Exhibit 4.1 RIGHTS AGREEMENT between Jet.AI Inc. and Continental Stock Transfer and Trust Company as Rights Agent Dated as of February 13, 2026 Table of Contents Page Section 1. Certain Definitions 1 Section 2. Appointment of the Rights Agent 8 Section 3. Issuance of Rights Certificates. 9 Section 4. Form of Rights Certificates 10 Section 5. Countersignature and Registration. 10 Section 6. Transfe |
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| February 13, 2026 |
Jet.AI Adopts Limited Duration Stockholders Rights Agreement Exhibit 99.1 Jet.AI Adopts Limited Duration Stockholders Rights Agreement LAS VEGAS, NV, Feb. 13, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced the adoption of a limited duration stockholders rights agreement (the “Rights Agreement”) and declared a dividend distribut |
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| February 13, 2026 |
CERTIFICATE OF DESIGNATION SERIES C JUNIOR PARTICIPATING PREFERRED STOCK JET.AI INC. Exhibit 3.1 CERTIFICATE OF DESIGNATION OF SERIES C JUNIOR PARTICIPATING PREFERRED STOCK of JET.AI INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Jet.AI Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY: That pur |
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| February 12, 2026 |
Jet.AI Provides Capital Structure and Strategic Update in Connection with Merger Agreement Amendment Exhibit 99.1 Jet.AI Provides Capital Structure and Strategic Update in Connection with Merger Agreement Amendment LAS VEGAS, NV — February 12, 2026 — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced updates regarding its capital structure, financing arrangements and strategic flexibility in co |
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| February 12, 2026 |
AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Exhibit 2.1 AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 11, 2026 (this “Amendment No. 4”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned S |
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| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| February 12, 2026 |
Jet.AI Provides Capital Structure and Strategic Update in Connection with Merger Agreement Amendment Exhibit 99.1 Jet.AI Provides Capital Structure and Strategic Update in Connection with Merger Agreement Amendment LAS VEGAS, NV — February 12, 2026 — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced updates regarding its capital structure, financing arrangements and strategic flexibility in co |
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| February 12, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| February 12, 2026 |
AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Exhibit 2.1 AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 4 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of February 11, 2026 (this “Amendment No. 4”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned S |
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| January 29, 2026 |
Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 January 29, 2026 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet.AI Inc. Registration Statement on Form S-3 File No. 333-293011 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as a |
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| January 28, 2026 |
JET.AI INC. Dated as of ______________, 20___ DEBT SECURITIES Exhibit 4.2 JET.AI INC. INDENTURE Dated as of , 20 DEBT SECURITIES Trustee INDENTURE dated as of , 20 , among Jet.AI Inc. a Delaware corporation (the “Company”), and , as trustee (the “Trustee”). WITNESSETH: WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the “Securitie |
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| January 28, 2026 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Carry Forward Form T |
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| January 28, 2026 |
As filed with the Securities and Exchange Commission on January 28, 2026. As filed with the Securities and Exchange Commission on January 28, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jet.AI Inc. (Exact name of registrant as specified in its charter) Delaware 93-2971741 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) |
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| January 27, 2026 |
January 27, 2026 George Murnane Interim Chief Financial Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, NV 89135 Re: Jet.AI Inc. Draft Registration Statement on Form S-3 Submitted January 16, 2026 CIK No. 0001861622 Dear George Murnane: This is to advise you that we do not intend to review your registration statement. We request that you publicly file your registration statement |
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| January 22, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| January 20, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| January 20, 2026 |
As filed with the Securities and Exchange Commission on January 20, 2026. As filed with the Securities and Exchange Commission on January 20, 2026. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jet.AI Inc. (Exact name of registrant as specified in its charter) Delaware 93-2971741 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) |
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| January 20, 2026 |
Up to $35,063,257 Common Stock Submission Proof - Z:\2025 OPERATIONS\EDGAR\11 NOVEMBER\Jet.AI Inc\11-17-2025\Form 424B5\Draft\Production\Jet.AI Inc 11-17-2025 Form 424B5.gfp Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Registration No. 333-292836 Prospectus Supplement (To Prospectus dated September 9, 2024) Up to $35,063,257 Common Stock Jet.AI Inc. entered into an Equity Distribution Agreement with Maxim Group |
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| January 20, 2026 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities(1) Security Type Security Class Title Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit(3) Maximum Aggregate Offering Price(4) Fee Rate Amount of Registration Fee Carry Forward For |
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| January 20, 2026 |
Exhibit 10.1 January 16, 2026 Via Electronic Mail and Overnight Courier Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 Attn: Michael D. Winston, Executive Chairman and Interim Chief Executive Officer George Murnane, Interim Chief Financial Officer Re: Consent and Waiver Gentlemen: As you know, Ionic Ventures, LLC (together with Hexstone Capital, LLC, the “Investor,” “we,” or |
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| January 16, 2026 |
As confidentially submitted to the Securities and Exchange Commission on January 16, 2026. |
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| January 16, 2026 |
JET.AI INC. Dated as of ______________, 20___ DEBT SECURITIES Exhibit 4.2 JET.AI INC. INDENTURE Dated as of , 20 DEBT SECURITIES Trustee INDENTURE dated as of , 20 , among Jet.AI Inc. a Delaware corporation (the “Company”), and , as trustee (the “Trustee”). WITNESSETH: WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the “Securitie |
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| January 15, 2026 |
Exhibit 99.1 Jet.AI and flyExclusive Remain Committed to Transaction – Closing Expected in the First Quarter of 2026 Las Vegas, NV, Jan. 14, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced that the parties have extended the outside date of the merger agreement between |
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| January 15, 2026 |
AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Exhibit 2.1 AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 3 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of January 13, 2026 (this “Amendment No. 3”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Su |
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| January 15, 2026 |
Exhibit 10.1 AMENDMENT AGREEMENT THIS AMENDMENT AGREEMENT (the “Amendment”) is dated this 9th day of January, 2026, by and between Jet.AI, a Delaware corporation (the “Company”) and Maxim Group LLC (the “Sales Agent”). Capitalized terms not defined herein shall have the meaning as set forth in the Equity Distribution Agreement (as defined below). WHEREAS, the Company entered into that certain Equi |
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| January 15, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| January 9, 2026 |
Submission Proof - Z:\2025 OPERATIONS\EDGAR\11 NOVEMBER\Jet.AI Inc\11-17-2025\Form 424B5\Draft\Production\Jet.AI Inc 11-17-2025 Form 424B5.gfp Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Prospectus Supplement (To Prospectus dated September 9, 2024) Up to $7,939,771 Common Stock Jet.AI Inc. entered into an Equity Distribution Agreement with Maxim Group LLC (“Maxim”) on November 21, |
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| January 8, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2026 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| January 7, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 31st, 2025 (the “Effective Date”), by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Michael Winston (“Executive”). Recitals A. The Company and Executive have entered into an Offer Letter. dated August 8th 2023, as amended on January |
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| January 7, 2026 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| January 7, 2026 |
AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of December 31st, 2025 (the “Effective Date”), by and between Jet.AI Inc., a Delaware corporation (the “Company”), and George Murnane (“Executive”). Recitals A. The Company and Executive have entered into an Offer Letter. dated August 8th 2023, as amended on January |
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| December 30, 2025 |
December 30, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy Levenberg Re: Jet.AI Inc. Registration Statement on Form S-1 Originally Filed December 1, 2025 File No. 333-291871 Dear Mr. Levenberg: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (t |
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| December 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| December 29, 2025 |
FIRST AMENDMENT TO 2023 JET.AI INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN Exhibit 10.1 FIRST AMENDMENT TO 2023 JET.AI INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN This First Amendment (this “Amendment”) to the 2023 Jet.AI Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”) is made effective as of December 19, 2025 (the “Amendment Effective Date”) was adopted by the Board of Directors of Jet.AI Inc. (the “Company”) on November 6, 2025, and approved by a maj |
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| December 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| December 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| December 8, 2025 |
Exhibit 3.1 |
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| December 8, 2025 |
Exhibit 10.1 |
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| December 1, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $.0001 par value per sh |
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| December 1, 2025 |
PRE-FUNDED COMMON STOCK PURCHASE WARRANT JET.AI INC. Exhibit 4.4 PRE-FUNDED COMMON STOCK PURCHASE WARRANT JET.AI INC. Warrant Shares: Initial Exercise Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date he |
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| December 1, 2025 |
As filed with the Securities and Exchange Commission on December 1, 2025. 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.) Delaware 4522 93-2971741 (State or other jurisdiction of incorporation or organization) (Primary St |
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| December 1, 2025 |
JET.AI INC. UNDERWRITING AGREEMENT Exhibit 1.1 JET.AI INC. UNDERWRITING AGREEMENT [ ], 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Jet.AI Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of (i) [ ] shares (each a “Share” and coll |
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| November 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 21, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| November 28, 2025 |
JET.AI INC. Up to $10,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT Exhibit 10.1 JET.AI INC. Up to $10,000,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT November 21, 2025 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Jet.AI Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, common stock of the Company, par value $0.0001 per share (the “Comm |
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| November 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| November 21, 2025 |
Submission Proof - Z:\2025 OPERATIONS\EDGAR\11 NOVEMBER\Jet.AI Inc\11-17-2025\Form 424B5\Draft\Production\Jet.AI Inc 11-17-2025 Form 424B5.gfp Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Prospectus Supplement (To Prospectus dated September 9, 2024) Up to $3,540,848 Common Stock Jet.AI Inc. has entered into an Equity Distribution Agreement (“ATM Sales Agreement”) with Maxim Group L |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of |
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| November 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exa |
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| October 16, 2025 |
Jet.AI and flyExclusive Remain Committed to Transaction Despite Government Shutdown Exhibit 99.1 Jet.AI and flyExclusive Remain Committed to Transaction Despite Government Shutdown LAS VEGAS, Oct. 14, 2025 (GLOBE NEWSWIRE) — Jet.AI (Nasdaq: JTAI), a leader in high-performance GPU infrastructure and AI cloud services, and flyExclusive (NYSE American: FLYX), a publicly traded provider of premium jet charter experiences, reaffirm their commitment to the merger and today announce tha |
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| October 16, 2025 |
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Exhibit 2.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 10, 2025 (this “Amendment No. 2”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Su |
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| October 16, 2025 |
Jet.AI and flyExclusive Remain Committed to Transaction Despite Government Shutdown Exhibit 99.1 Jet.AI and flyExclusive Remain Committed to Transaction Despite Government Shutdown LAS VEGAS, Oct. 14, 2025 (GLOBE NEWSWIRE) — Jet.AI (Nasdaq: JTAI), a leader in high-performance GPU infrastructure and AI cloud services, and flyExclusive (NYSE American: FLYX), a publicly traded provider of premium jet charter experiences, reaffirm their commitment to the merger and today announce tha |
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| October 16, 2025 |
AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Exhibit 2.1 AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 2 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of October 10, 2025 (this “Amendment No. 2”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Su |
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| October 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| October 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| September 23, 2025 |
Jet.AI Inc. 1,956,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-289982 PROSPECTUS Jet.AI Inc. 1,956,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 1,956,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees, assignees, distribut |
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| September 22, 2025 |
X0101 EFFECT 33 LIVE 2025-09-22 16:00:00 S-3 0001861622 Jet.AI Inc. 333-289982 |
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| September 18, 2025 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 September 18, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet.AI Inc. Registration Statement on Form S-3 File No. 333-289982 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, th |
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| September 2, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward F |
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| September 2, 2025 |
As filed with the Securities and Exchange Commission on September 2, 2025. As filed with the Securities and Exchange Commission on September 2, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Jet.AI Inc. (Exact name of registrant as specified in its charter) Delaware 93-2971741 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) |
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| September 2, 2025 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] September 2, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar and Daniel Morris Re: Jet.AI Inc. Draft |
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| August 20, 2025 |
August 20, 2025 Michael Winston Executive Chairman and Interim Chief Executive Officer Jet. |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Na |
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| August 6, 2025 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] August 6, 2025 CONFIDENTIAL AND VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet.AI Inc. Confidential Submission o |
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| August 6, 2025 |
As confidentially submitted to the Securities and Exchange Commission on August 6, 2025. |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| July 30, 2025 |
Exhibit 2.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of July 30th, 2025 (this “Amendment No. 1”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Sub |
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| July 30, 2025 |
Exhibit 2.1 AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of July 30th, 2025 (this “Amendment No. 1”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Sub |
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| July 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| July 21, 2025 |
As confidentially submitted to the Securities and Exchange Commission on July 18, 2025. |
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| July 2, 2025 |
Exhibit 10.2 ***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. CONTRIBUTION Agreement by and among Convergence Compute LLC, Consensus Core Technologies Inc. and Jet.AI Inc. Dated July 2, 2025 Contribution Agreement This Contribution Agreement (this “Agreement”) dated |
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| July 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorporat |
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| July 2, 2025 |
Exhibit 10.1 Joint Venture Agreement by and between Consensus Core Technologies Inc. and Jet.AI Inc. Dated June 26th, 2025 Joint Venture Agreement This Joint Venture Agreement (the “Agreement”) is entered into as of June 26th, 2025, by and between Consensus Core Technologies Inc., a British Columbia corporation (“Consensus”) and Jet.AI Inc., a Delaware corporation (“Jet.AI”) (each of Consensus and |
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| July 2, 2025 |
Exhibit 99.1 Jet.AI and Consensus Core Execute Definitive Agreement for Phased Execution of Canadian Hyperscale Data Center LAS VEGAS, June 26, 2025 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI) and Consensus Core Technologies Inc. (“Consensus Core”), a provider of high-performance GPU infrastructure and AI cloud services, announced the execution of a definitive agreeme |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact N |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorporatio |
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| May 6, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2025 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorporatio |
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| May 6, 2025 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF MAY 6, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page Article I - DEFINITIONS 5 1.1 Definitions 5 1.2 Interpretation 6 Article II - THE MERGER 7 2.1 The Merger 8 2.2 Closing 8 2.3 Closing Deliverables; Effective Time |
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| May 6, 2025 |
Exhibit 2.1 Execution Version AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF MAY 6, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page Article I - DEFINITIONS 5 1.1 Definitions 5 1.2 Interpretation 6 Article II - THE MERGER 7 2.1 The Merger 8 2.2 Closing 8 2.3 Closing Deliverables; Effective Time |
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| April 18, 2025 |
Jet.AI Inc. 1,270,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-284504 PROSPECTUS Jet.AI Inc. 1,270,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 1,270,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees, assignees, distribut |
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| April 16, 2025 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 April 16, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet.AI Inc. Registration Statement on Form S-3 File No. 333-284504 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the un |
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| April 2, 2025 |
As filed with the Securities and Exchange Commission on April 2, 2025 As filed with the Securities and Exchange Commission on April 2, 2025 Registration No. |
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| March 26, 2025 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF JET.AI INC. The undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows this 10th day of August, 2023: Article I NAME The name of the corporation is Jet.AI Inc. (the “Corporation”). Articl |
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| March 26, 2025 |
Exhibit 97.1 Jet.AI Inc. Clawback Policy Adopted: March 14, 2025 1. Purpose 1.1. This Clawback Policy (the “Policy”) is the compensation recovery policy of Jet.AI Inc. (the “Company”), adopted by the Company in accordance with the provisions of Rule 10D-1 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), an |
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| March 26, 2025 |
Exhibit 3.2 CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK OF JET.AI INC. (Pursuant to Section 151 of the General Corporation Law of the State of Delaware) Jet.AI Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter, the “Corporation”), hereby certifies that: 1. This Certificate of Designation of Series A Convertible |
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| March 26, 2025 |
Exhibit 3.4 CERTIFICATE OF DESIGNATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF JET.AI INC. I, Michael Winston, hereby certify that I am the Interim Chief Executive Officer of Jet.AI Inc. (the “Company”), a corporation organized and existing under the Delaware General Corporation Law (the “DGCL”), and further do hereby certify: That pursuant to the authority expressly conferred upon the Board o |
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| March 26, 2025 |
Bylaws of Jet.AI Inc., as amended through August 5, 2024. Exhibit 3.5 JET.AI INC. (a Delaware corporation) BYLAWS As Adopted August 10, 2023 and As Effective August 10, 2023 TABLE OF CONTENTS Annex Page ARTICLE I—STOCKHOLDERS 4 1.1 Annual Meetings 4 1.2 Special Meetings 4 1.3 Notice of Meetings 4 1.4 Adjournments; Postponements 5 1.5 Quorum 5 1.6 Organization 6 1.7 Voting; Proxies 6 1.8 Fixing Date for Determination of Stockholders of Record 7 1.9 List o |
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| March 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Name o |
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| March 26, 2025 |
List of Subsidiaries of Jet.AI Inc. Exhibit 21.1 LIST OF SUBSIDIARIES OF JET.AI INC. Subsidiary Jurisdiction of Incorporation Summerlin Aviation LLC Delaware Galilee LLC Delaware Jet Token Software Inc. Delaware Jet Token Management Inc. California Galilee 1 SPV LLC Delaware Cloudrise Ltd. Israel 380 Software LLC* Nevada * 50/50 joint venture between Jet Token Management Inc. and Great Western Air LLC (d/b/a Cirrus Aviation Services |
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| March 18, 2025 |
* * * California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] March 18, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy S. Levenberg and Daniel Morris Re: Jet.AI Inc. Am |
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| March 18, 2025 |
As filed with the Securities and Exchange Commission on March 18, 2025 As filed with the Securities and Exchange Commission on March 18, 2025 Registration No. |
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| March 14, 2025 |
March 14, 2025 Michael Winston Interim Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 Re: Jet.AI Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed February 21, 2025 File No. 333-284504 Dear Michael Winston: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending you |
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| February 21, 2025 |
As filed with the Securities and Exchange Commission on February 21, 2025 As filed with the Securities and Exchange Commission on February 21, 2025 Registration No. |
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| February 21, 2025 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. |
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| February 21, 2025 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] February 21, 2025 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy S. Levenberg and Daniel Morris Re: Jet.AI Inc. |
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| February 20, 2025 |
Annual Letter to Shareholders: From Aviation Divestiture to AI Data Center Investment Exhibit 99.2 Annual Letter to Shareholders: From Aviation Divestiture to AI Data Center Investment LAS VEGAS, Feb. 19, 2025 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, today issued a letter to its shareholders highlighting key milestones and recent operational developments reached and its 2025 strate |
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| February 20, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF FEBRUARY 13, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page Article I - DEFINITIONS 5 1.1 Definitions 5 1.2 Interpretation 5 Article II - THE MERGER 7 2.1 The Merger 7 2.2 Closing 7 2.3 Closing Deliverables; Effective Time 8 2.4 Certific |
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| February 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 JET.AI Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation) (Commission File No.) |
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| February 20, 2025 |
Exhibit 10.1 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF FEBRUARY 13, 2025 by and among JET.AI INC., JET.AI SPINCO, INC. and FLYEXCLUSIVE, INC. TABLE OF CONTENTS Page Article I – DEFINITIONS AND INTERPRETATION 4 1.1 General 4 1.2 References; Interpretation 4 Article II – THE CONTRIBUTION 5 2.1 Restructuring; Transfer of Assets; Assumption of Liabilities 5 2.2 Non-Transferab |
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| February 20, 2025 |
Exhibit 10.1 Execution Version SEPARATION AND DISTRIBUTION AGREEMENT DATED AS OF FEBRUARY 13, 2025 by and among JET.AI INC., JET.AI SPINCO, INC. and FLYEXCLUSIVE, INC. TABLE OF CONTENTS Page Article I – DEFINITIONS AND INTERPRETATION 4 1.1 General 4 1.2 References; Interpretation 4 Article II – THE CONTRIBUTION 5 2.1 Restructuring; Transfer of Assets; Assumption of Liabilities 5 2.2 Non-Transferab |
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| February 20, 2025 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AND REORGANIZATION DATED AS OF FEBRUARY 13, 2025 by and among FLYEXCLUSIVE, INC., FLYX MERGER SUB, INC., JET.AI INC. and JET.AI SPINCO, INC. TABLE OF CONTENTS Page Article I - DEFINITIONS 5 1.1 Definitions 5 1.2 Interpretation 5 Article II - THE MERGER 7 2.1 The Merger 7 2.2 Closing 7 2.3 Closing Deliverables; Effective Time 8 2.4 Certific |
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| February 20, 2025 |
Exhibit 99.1 flyExclusive Reaches Definitive Agreement to Acquire Jet.AI Aviation Business in an All-Stock Transaction Proposed transaction provides flyExclusive with additional growth capital and will add trading liquidity through incremental equity ownership Business combination transforms Jet.AI into a pure-play AI solutions company KINSTON, N.C. & LAS VEGAS—(BUSINESS WIRE)— flyExclusive Inc. ( |
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| February 20, 2025 |
Exhibit 10.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2025, is by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule I attached hereto (each, a “Equityholder”, and collectively, the “Equityholder |
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| February 20, 2025 |
Exhibit 99.1 flyExclusive Reaches Definitive Agreement to Acquire Jet.AI Aviation Business in an All-Stock Transaction Proposed transaction provides flyExclusive with additional growth capital and will add trading liquidity through incremental equity ownership Business combination transforms Jet.AI into a pure-play AI solutions company KINSTON, N.C. & LAS VEGAS—(BUSINESS WIRE)— flyExclusive Inc. ( |
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| February 20, 2025 |
Other Events, Entry into a Material Definitive Agreement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2025 JET.AI Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation) (Commission File No.) |
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| February 20, 2025 |
Form of Stockholder Support Agreement. Exhibit 10.2 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of February 14, 2025, is by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule I attached hereto (each, a “Equityholder”, and collectively, the “Equityholder |
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| February 20, 2025 |
Annual Letter to Shareholders: From Aviation Divestiture to AI Data Center Investment Exhibit 99.2 Annual Letter to Shareholders: From Aviation Divestiture to AI Data Center Investment LAS VEGAS, Feb. 19, 2025 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, today issued a letter to its shareholders highlighting key milestones and recent operational developments reached and its 2025 strate |
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| February 14, 2025 |
February 14, 2025 Michael Winston Interim Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 Re: Jet.AI Inc. Registration Statement on Form S-3 Filed January 24, 2025 File No. 333-284504 Dear Michael Winston: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your r |
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| January 24, 2025 |
As filed with the Securities and Exchange Commission on January 24, 2025 As filed with the Securities and Exchange Commission on January 24, 2025 Registration No. |
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| January 24, 2025 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Numb |
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| December 31, 2024 |
As filed with the Securities and Exchange Commission on December 31, 2024 As filed with the Securities and Exchange Commission on December 31, 2024 Registration No. |
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| December 31, 2024 |
Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Com |
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| December 27, 2024 |
Jet.AI Inc. 600,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-283207 PROSPECTUS Jet.AI Inc. 600,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 600,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees, assignees, distributees, |
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| December 26, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 December 26, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet.AI Inc. Registration Statement on Form S-3 File No. 333-283207 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the |
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| December 10, 2024 |
As filed with the Securities and Exchange Commission on December 10, 2024 As filed with the Securities and Exchange Commission on December 10, 2024 Registration No. |
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| December 10, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Numb |
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| December 9, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] December 10, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar and Karina Dorin Re: Jet.AI Inc. Regist |
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| December 2, 2024 |
December 2, 2024 Michael Winston Executive Chairman and Interim Chief Executive Officer Jet. |
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| November 19, 2024 |
Jet.AI Reports Third Quarter 2024 Financial Results Exhibit 99.1 Jet.AI Reports Third Quarter 2024 Financial Results LAS VEGAS, November 14, 2024 (GLOBE NEWSWIRE) — Jet.AI (the “Company”) (Nasdaq: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, today announced financial results for the third quarter ended September 30, 2024. Third Quarter 2024 and Recent Operational Highlights ● Authorized $2 million share repurcha |
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| November 19, 2024 |
Exhibit 99.2 Jet.AI’s Board of Directors Authorizes $2 Million Share Repurchase Program and Withdrawal of S-1 Registration Statement LAS VEGAS, November 13, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, announced today that its board of directors has approved a share repurchase program authorizing |
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| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| November 18, 2024 |
Jet.AI to Regain Compliance with Nasdaq Stockholders’ Equity Requirement Exhibit 99.1 Jet.AI to Regain Compliance with Nasdaq Stockholders’ Equity Requirement LAS VEGAS, November 18, 2024 (GLOBE NEWSWIRE) — Jet.AI (the “Company”) (Nasdaq: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, today announced it believes it has regained compliance with the minimum stockholders’ equity requirement as set forth in Nasdaq Listing Rule 5550(b)(1). |
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| November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorp |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exa |
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| November 13, 2024 |
As filed with the Securities and Exchange Commission on November 13, 2024 As filed with the Securities and Exchange Commission on November 13, 2024 Registration No. |
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| November 13, 2024 |
November 12, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown Re: Jet.AI Inc. Registration Statement on Form S-1 Originally Filed September 3, 2024 File No. 333-281911 Dear Ms. Brown: Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the “Securities Act |
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| November 13, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Numb |
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| November 12, 2024 |
Exhibit 3.1 STATE OF DELAWARE CERTIFICATE OF CORRECTION OF CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF JET.AI INC. Jet AI Inc., a corporation organized and existing under the Delaware General Corporation Law hereby certifies as follows: 1. The name of the corporation is Jet.AI Inc. (the “Corporation”). 2. A Certificate of Amendment to the Certificate of Incorporation of the Cor |
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| November 12, 2024 |
UPDATED: Jet.AI Inc. Announces Reverse Stock Split Exhibit 99.1 UPDATED: Jet.AI Inc. Announces Reverse Stock Split LAS VEGAS, NV – (November 11, 2024) – Jet.AI Inc. (Nasdaq: JTAI) (the “Company”), today announced that the Company has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-225. The reverse stock split is expected to take effect before markets open on Tuesday, November 12, 2024. The C |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. |
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| November 8, 2024 |
Jet.AI Inc. Announces Reverse Stock Split Exhibit 99.1 Jet.AI Inc. Announces Reverse Stock Split LAS VEGAS, NV, Nov. 08, 2024 (GLOBE NEWSWIRE) - Jet.AI Inc. (Nasdaq: JTAI) (the “Company”), today announced that the Company has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-225. The reverse stock split is expected to take effect before markets open on Tuesday, November 12, 2024. The |
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| November 8, 2024 |
Exhibit 3.1 |
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| November 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 8, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| November 5, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| November 5, 2024 |
Aircraft Purchase Agreement, dated October 31, 2024, between Galilee, LLC and Textron Aviation Inc. Exhibit 10.1 Fleet P.A. No. C18291 [[***]] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [[***]], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL, AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AIRCRAFT PURCHASE AGREEMENT This Aircraft Purchase Agreement (“Purchase Agreement” or “Agreement”), consisting of Part 1, Part 2, Part 3, and all exhibits, is |
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| October 28, 2024 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Prospectus Supplement (To Prospectus dated September 9, 2024) Up to $5,400,000 Common Stock Jet.AI Inc. has entered into an Equity Distribution Agreement (“ATM Sales Agreement”) with Maxim Group LLC (“Maxim”) relating to shares of our common stock, par value $0.0001 per share, offered by this prospectus supplement. In accordance with the |
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| October 28, 2024 |
Exhibit 1.1 JET.AI INC. Up to $5,400,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT October 25, 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: Jet.AI Inc., a Delaware corporation (the “Company”), proposes to issue and sell through Maxim Group LLC (the “Agent”), as sales agent, common stock of the Company, par value $0.0001 per share (the “Common |
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| October 28, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation) (Commission File No.) |
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| October 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation) (Commission File No.) |
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| October 23, 2024 |
Jet.AI Inc. 30,100,000 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279385 PROSPECTUS Jet.AI Inc. 30,100,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 30,100,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder identified herein (collectively, with any of such stockholder’s transferees, pledgees, assignees, distrib |
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| October 22, 2024 |
JTAI / Jet.AI Inc. / SEG Opportunity Fund, LLC - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Jet.AI Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 47714H100 (CUSIP Number) October 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| October 22, 2024 |
Form of Placement Agency Agreement Exhibit 10.2 PLACEMENT AGENCY AGREEMENT October [●], 2024 Michael Winston Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, NV 89135 Dear Michael: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Jet.AI Inc., Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the exclusive |
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| October 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| October 22, 2024 |
JTAI / Jet.AI Inc. / Otsuka Masaya - AMENDMENT NO.1 Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* JET.AI INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 47714H100 (CUSIP Number) October 21,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 22, 2024 |
Jet.AI Announces Pricing of $1.5 Million Registered Direct Offering Exhibit 99.1 Jet.AI Announces Pricing of $1.5 Million Registered Direct Offering LAS VEGAS, October 18, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, today announced that it has entered into a securities purchase agreement with certain institutional investors to purchase approximately 15.6 million |
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| October 22, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October [●], 2024, between Jet.AI Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| October 21, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 October 21, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet AI, Inc. Registration Statement on Form S-1 File No. 333-279385 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the |
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| October 21, 2024 |
15,625,000 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Prospectus Supplement (To Prospectus dated September 9, 2024) 15,625,000 Shares of Common Stock We are offering 15,625,000 shares of our common stock, par value $0.0001 per share to investors pursuant to this prospectus supplement and accompanying prospectus at an offering price per share equal to $0.096. Our common stock is traded on th |
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| October 21, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 October 21, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet AI, Inc. Registration Statement on Form S-1 File No. 333-279385 Ladies and Gentleman: On October 21, 2024 the undersigned registrant requested the above-cap |
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| October 21, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 October 21, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet AI, Inc. Registration Statement on Form S-1 File No. 333-279385 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, the |
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| October 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation) (Commission File No.) |
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| October 18, 2024 |
Exhibit 10.1 October 18, 2024 Via Electronic Mail and Overnight Courier Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 Attn: Michael D. Winston, Executive Chairman and Interim Chief Executive Officer George Murnane, Interim Chief Financial Officer Re: Jet.AI Inc. and Ionic Ventures LLC Gentlemen: As you know, Ionic Ventures, LLC (the “Investor,” “we,” or “us”) is an investor |
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| October 15, 2024 |
JTAI / Jet.AI Inc. / Iroquois Capital Management, LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* Jet.AI Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 47714H100 (CUSIP Number) October 10, 2024 (Date of Ev |
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| October 15, 2024 |
Amended and Restated Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value per shar |
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| October 15, 2024 |
As filed with the Securities and Exchange Commission on October 15, 2024 As filed with the Securities and Exchange Commission on October 15, 2024 Registration No. |
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| October 15, 2024 |
JTAI / Jet.AI Inc. / Otsuka Masaya Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* JET.AI INC. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 47714H100 (CUSIP Number) October 11,2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which |
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| October 15, 2024 |
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. |
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| October 11, 2024 |
Jet.AI Announces Pricing of $2.4 Million Registered Direct Offering Exhibit 99.1 Jet.AI Announces Pricing of $2.4 Million Registered Direct Offering LAS VEGAS, Oct. 10, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, today announced that it has entered into a securities purchase agreement with certain institutional investors to purchase approximately 26.6 million sh |
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| October 11, 2024 |
Exhibit 10.3 October 10, 2024 Lock-Up Agreement Maxim Group LLP 300 Park Avenue New York, NY 10022 Re: Proposed Public Offering by Jet.AI Inc. Ladies and Gentlemen: The undersigned, a stockholder, officer and/or director of Jet.AI Inc., a Delaware corporation (the “Company”), understands that Maxim Group LLC (“Placement Agent”) proposes to act as agent in connection with certain investors entry in |
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| October 11, 2024 |
Form of Placement Agency Agreement Exhibit 10.2 PLACEMENT AGENCY AGREEMENT October 10, 2024 Michael Winston Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200 Las Vegas, NV 89135 Dear Michael: This agreement (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Jet.AI Inc., Inc., a Delaware corporation (the “Company”), that Maxim shall serve as the exclusive p |
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| October 11, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| October 11, 2024 |
26,666,666 Shares of Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-281578 Prospectus Supplement (To Prospectus dated September 9, 2024) 26,666,666 Shares of Common Stock We are offering 26,666,666 shares of our common stock, par value $0.0001 per share to investors pursuant to this prospectus supplement and accompanying prospectus at an offering price per share equal to $0.09. Our common stock is traded on the |
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| October 11, 2024 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October [●], 2024, between Jet.AI Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| October 10, 2024 |
Exhibit 10.1 October 10, 2024 Via Electronic Mail and Overnight Courier Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 Attn: Michael D. Winston, Executive Chairman and Interim Chief Executive Officer George Murnane, Interim Chief Financial Officer Re: Jet.AI Inc. and Ionic Ventures LLC Gentlemen: As you know, Ionic Ventures, LLC (the “Investor,” “we,” or “us”) is an investor |
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| October 10, 2024 |
As filed with the Securities and Exchange Commission on October 10, 2024 As filed with the Securities and Exchange Commission on October 10, 2024 Registration No. |
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| October 10, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpo |
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| October 10, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] October 10, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown and Liz Packebusch Re: Jet.AI Inc. Amendme |
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| October 9, 2024 |
October 9, 2024 Michael Winston Interim Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, NV 89135 Re: Jet.AI Inc. Amendment No. 3 to Registration Statement on Form S-1 Filed September 26, 2024 File No. 333-279385 Dear Michael Winston: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending you |
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| October 9, 2024 |
As filed with the Securities and Exchange Commission on October 9, 2024 As filed with the Securities and Exchange Commission on October 9, 2024 Registration No. |
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| October 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Jet.AI Inc. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock 47714H 118 47714H 126 (Title of Class of Securities) (CUSIP Number of Class of Securities) Mi |
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| September 26, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 Kate Bechen Direct Dial: (414) 488-7333 Email: [email protected] September 26, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown and Liz Packebusch Re: Jet.AI Inc. Amend |
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| September 26, 2024 |
As filed with the Securities and Exchange Commission on September 25, 2024 As filed with the Securities and Exchange Commission on September 25, 2024 Registration No. |
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| September 26, 2024 |
Amended and Restated Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) JET.AI INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.0001 par value per shar |
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| September 26, 2024 |
Exhibit 10.1 2023 JET.AI INC. AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN Table of Contents 1. Purpose of Plan. 1 2. Definitions. 1 3. Plan Administration. 6 4. Shares Available for Issuance. 8 5. Participation. 9 6. Options. 10 7. Stock Appreciation Rights. 11 8. Restricted Stock Awards, Restricted Stock Units and Deferred Stock Units. 12 9. Performance Awards. 14 10. Non-Employee Director Awards |
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| September 26, 2024 |
Exhibit 3.1 |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incor |
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| September 25, 2024 |
Exhibit 10.1 September 24, 2024 Via Electronic Mail and Overnight Courier Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 Attn: Michael D. Winston, Executive Chairman and Interim Chief Executive Officer George Murnane, Interim Chief Financial Officer Re: Jet.AI Inc. and Ionic Ventures LLC Gentlemen: As you know, Ionic Ventures, LLC (“Ionic,” the “Investor,” “we,” or “us”) is |
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| September 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incor |
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| September 13, 2024 |
September 13, 2024 Michael Winston Interim Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, NV 89135 Re: Jet.AI Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed September 3, 2024 File No. 333-279385 Dear Michael Winston: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending y |
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| September 12, 2024 |
September 12, 2024 Michael Winston Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas , NV 89135 Re: Jet.AI Inc. Registration Statement on Form S-1 Filed September 3, 2024 File No. 333-281911 Dear Michael Winston: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acc |
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| September 10, 2024 |
Jtaiw-form25 |
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| September 6, 2024 |
September 6, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| September 5, 2024 |
10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 10845 Griffith Peak Dr., Suite 200 Las Vegas, Nevada 89135 September 5, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Energy and Transportation 100 F Street, N.E. Washington, D.C. 20549 Re: Jet AI, Inc. Registration Statement on Form S-3 File No. 333-281578 Ladies and Gentleman: Pursuant to Rule 461 under the Securities Act of 1933, as amended, th |
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| September 3, 2024 |
Form of Warrant Agency Agreement (current offering). Exhibit 4.9 JET.AI INC. and Continental Stock Transfer & Trust Company, as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, (the “Warrant Agent”). W I T N E S S E T |
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| September 3, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Jet.AI, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid E |
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| September 3, 2024 |
Form of Common Stock Purchase Warrant (current offering). Exhibit 4.8 COMMON STOCK PURCHASE WARRANT JET.AI INC. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) |
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| September 3, 2024 |
Form of Pre-Funded Warrant (current offering). Exhibit 4.7 PRE-FUNDED COMMON STOCK PURCHASE WARRANT JET.AI INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date h |
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| September 3, 2024 |
As filed with the Securities and Exchange Commission on August 30, 2024 As filed with the Securities and Exchange Commission on August 30, 2024 Registration No. |
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| September 3, 2024 |
As filed with the Securities and Exchange Commission on September 3, 2024 As filed with the Securities and Exchange Commission on September 3, 2024 Registration No. |
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| August 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| August 30, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 www.dykema.com Tel: 414-488-7300 August 30, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Cheryl Brown and Liz Packebusch Re: Jet.AI Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 20, 2024 |
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| August 30, 2024 |
Exhibit 10.1 SETTLEMENT AGREEMENT AND STIPULATION THIS SETTLEMENT AGREEMENT and STIPULATION is dated as of August 21, 2024 (the “Settlement Date”) by and between Jet.AI Inc. (“JTAI” or the “Company”), a corporation formed under the laws of the State of Delaware, and Sunpeak Holdings Corporation, (“SHC”), a Delaware Corporation. BACKGROUND: WHEREAS, there are bona fide outstanding liabilities of th |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| August 23, 2024 |
Exhibit 99.1 Jet.AI Announces Entry Into Warrant Amendments After Successful Warrant Exchange Offer and Consent Solicitation LAS VEGAS, August 23, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, announced its entry with Continental Stock Transfer & Trust Company on August 21, 2024 into: (i) the 2021 |
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| August 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpor |
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| August 23, 2024 |
Exhibit 99.1 Jet.AI Announces Entry Into Warrant Amendments After Successful Warrant Exchange Offer and Consent Solicitation LAS VEGAS, August 23, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company, announced its entry with Continental Stock Transfer & Trust Company on August 21, 2024 into: (i) the 2021 |
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| August 23, 2024 |
Exhibit 10.2 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 (this “Amendment”) is made as of August 21, 2024, by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 10, 2023, betwee |
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| August 23, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 (this “Amendment”) is made as of August 21, 2024, by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 11, 2021, betwee |
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| August 23, 2024 |
As filed with the Securities and Exchange Commission on August 23, 2024 As filed with the Securities and Exchange Commission on August 23, 2024 Registration No. |
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| August 23, 2024 |
Exhibit 10.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 (this “Amendment”) is made as of August 21, 2024, by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 11, 2021, betwee |
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| August 23, 2024 |
Exhibit 10.2 AMENDMENT NO. 1 TO WARRANT AGREEMENT This Amendment No. 1 (this “Amendment”) is made as of August 21, 2024, by and between Jet.AI Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), and constitutes an amendment to that certain Warrant Agreement, dated as of August 10, 2023, betwee |
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| August 23, 2024 |
August 23, 2024 Michael Winston Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, NV 89135 Re: Jet.AI Inc. Registration Statement on Form S-3 Filed August 15, 2024 File No. 333-281578 Dear Michael Winston: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accelerat |
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| August 15, 2024 |
As filed with the Securities and Exchange Commission on August 15, 2024 As filed with the Securities and Exchange Commission on August 15, 2024 Registration No. |
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| August 15, 2024 |
Form of Indenture for Debt Securities Exhibit 4.2 JET.AI INC. INDENTURE Dated as of , 20 DEBT SECURITIES Trustee INDENTURE dated as of , 20 , among Jet.AI Inc. a Delaware corporation (the “Company”), and , as trustee (the “Trustee”). WITNESSETH: WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debentures, notes, bonds or other evidences of indebtedness (the “Securitie |
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| August 15, 2024 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Table Form S-3 (Form Type) Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forwar |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40725 Jet.AI Inc. (Exact Na |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction (Commission (I.R.S. Employer of incorpora |
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| August 8, 2024 |
Exhibit 3.1 AMENDMENT TO THE BYLAWS OF JET.AI INC. This Amendment (this “Amendment”) to the Bylaws (the “Bylaws”) of Jet.AI Inc., a Delaware corporation (the “Company”), is effective as of August 5, 2024, and is made pursuant to Article X of the Bylaws and Article VII of the Certificate of Incorporation of the Company. 1. Section 1.5 of Article I of the Bylaws is hereby amended and restated to rea |
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| August 5, 2024 |
DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ |
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| August 2, 2024 |
August 1, 2024 Michael Winston Interim Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, NV 89135 Re: Jet.AI Inc. Preliminary Proxy Statement on Schedule 14A Filed April 22, 2024 File No. 001-40725 Dear Michael Winston: We have completed our review of your filing. We remind you that the company and its management are responsible for the accuracy and adequacy of their |
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| July 31, 2024 |
Exhibit 99.1 Jet.AI Announces Expiration and Successful Results of Exchange Offer and Consent Solicitation Relating to Warrants LAS VEGAS, July 30, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, announced the expiration and results of its previously announced exchange offer (the “Offer”) and |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation or organization) (Commiss |
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| July 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation or organization) (Commiss |
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| July 31, 2024 |
Exhibit 99.1 Jet.AI Announces Expiration and Successful Results of Exchange Offer and Consent Solicitation Relating to Warrants LAS VEGAS, July 30, 2024 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI), an innovative private aviation and artificial intelligence (“AI”) company, announced the expiration and results of its previously announced exchange offer (the “Offer”) and |
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| July 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Jet.AI Inc. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock 47714H 118 47714H 126 (Title of Class of Securities) (CUSIP Number of Class of Securities) Mi |
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| July 23, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-280515 PROSPECTUS/OFFER TO EXCHANGE Jet.AI Inc. Offer to Exchange Warrants to Purchase Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER PERIOD (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LATER TIME AND DATE TO WHICH |
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| July 17, 2024 |
Exhibit 3.1 |
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| July 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 15, 2024 Jet.AI Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-40725 93-2971741 (State or other jurisdiction of incorporation) (Commission File No.) (I. |
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| July 17, 2024 |
Exhibit 10.1 |
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| July 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 4 (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confiden |
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| July 11, 2024 |
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin Dykema Gossett PLLC 111 E. Kilbourn Ave. Suite 1050 Milwaukee, WI 53202 WWW.DYKEMA.COM Tel: 414-488-7300 July 11, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance Office of Mergers & Acquisitions 100 F Street, N.E. Washington, D.C. 20549 Attention: Blake Grady Re: Jet.AI Inc. Schedule TO-O filed June 27, 2024 File No. 005-92790 Dear Mr. Grady: This response letter (this “ |
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| July 11, 2024 |
As filed with the Securities and Exchange Commission on July 10, 2024 As filed with the Securities and Exchange Commission on July 10, 2024 Registration No. |
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| July 11, 2024 |
Form of Notice of Guaranteed Delivery Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY OF WARRANTS OF JET.AI INC. Pursuant to the Prospectus/Offer to Exchange, dated July 10, 2024 Instructions for Use Unless defined herein, terms used in this notice of guaranteed delivery (this “Notice of Guaranteed Delivery”) shall have the definitions set forth in the prospectus/offer to exchange, dated July 10, 2024 (as amended or supplemented from time |
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| July 11, 2024 |
Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees Exhibits 99.4 LETTER TO CLIENTS OF BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (EACH AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LA |
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| July 11, 2024 |
Form of Letter of Transmittal and Consent Exhibit 99.1 LETTER OF TRANSMITTAL AND CONSENT Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LATER TIME AND DATE TO WHICH WE MAY EXTEND THE OFFER. WARRANTS (AS |
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| July 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Jet.AI Inc. (Name of Subject Company and Filing Person (Issuer)) Warrants to Acquire Shares of Common Stock 47714H 118 47714H 126 (Title of Class of Securities) (CUSIP Number of Class of Securities) Mi |
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| July 11, 2024 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies, and Other Nominees Exhibit 99.3 LETTER TO BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES, AND OTHER NOMINEES Offer to Exchange Warrants to Acquire Shares of Common Stock of Jet.AI Inc. for Shares of Common Stock of Jet.AI Inc. and Consent Solicitation THE OFFER AND CONSENT SOLICITATION (EACH AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JULY 25, 2024, OR SUCH LATER TIME AND |
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| July 8, 2024 |
July 8, 2024 Michael Winston Interim Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, NV 89135 Re: Jet.AI Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed June 20, 2024 File No. 333-279385 Dear Michael Winston: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amendin |
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| July 5, 2024 |
July 5, 2024 Mike Winston Interim Chief Executive Officer Jet.AI Inc. 10845 Griffith Peak Dr. Suite 200 Las Vegas, Nevada 89135 Re: Jet.AI Inc. Schedule TO-I filed June 27, 2024 File No. 005-92790 Dear Mike Winston: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please |
