| Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
| Dec. 31, 2022 |
| Basis of Presentation | Basis
of Presentation The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation
S-X of the SEC. |
| Going Concern | Going Concern In connection with the Company’s assessment
of going concern considerations in accordance GAAP, management has determined that if the Company is unable to raise additional funds
to alleviate liquidity needs as well as complete a Business Combination by August 16, 2023, then the Company will cease all operations
except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial
doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company be required to liquidate after August 16, 2023. Management’s plans to address this need for
capital through potential loans from certain of our affiliates. However, our affiliates are not obligated to make loans to us in the future,
and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. |
| Emerging Growth Company | Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from
being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had
a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are
required to comply with the new or revised financial accounting standards. The
JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This
may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. OXBRIDGE
ACQUISITION CORP. NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2022 Note
2—Summary of Significant Accounting Policies (continued) |
| Use of Estimates | Use
of Estimates The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement
and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at
the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one
or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
A material estimate that is particularly susceptible to significant change in the near-term relates to the fair value of the
derivative warrant liabilities. Although considerable variability is likely to be inherent in this estimate, management believes
that the amounts provided are reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is
reflected in current operations. |
| Cash and Cash Equivalents | Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of December 31, 2022, the Company had approximately $ 212,000 |
| Marketable Securities Held in Trust Account | Marketable
Securities Held in Trust Account At
December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading
securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting
from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust
Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined
using available market information. |
| Concentration of Credit Risk | Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Company coverage of $ 250,000 |
| Financial Instruments | Financial
Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term
nature. |
| Fair Value of Financial Instruments | Fair
Value Measurements Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations
derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable OXBRIDGE
ACQUISITION CORP. NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2022 Note
2—Summary of Significant Accounting Policies (continued) In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement. |
| Derivative financial instruments | Derivative
financial instruments The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will
be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The
17,260,000 11,500,000 5,760,000 |
| Class A Ordinary Shares Subject to Possible Redemption | Class
A Ordinary Shares Subject to Possible Redemption As
of December 31, 2022, there were 1,301,952 1,186,952 |
| Loss per Common Share | Earnings
(Loss) Per Ordinary Share The
Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Earnings (Loss) per
ordinary share is computed by dividing earnings (loss) by the weighted average number of ordinary shares outstanding during the
period. The Company has two classes
of ordinary shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes
of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share
pro rata in the income/loss of the Company. Accretion associated with the redeemable Class A ordinary shares is excluded from
earnings per share as the redemption value approximates fair value. At
December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into ordinary shares and then share in the earnings of the Company due to the exercise price exceeding the
average market price of the Company’s ordinary share during the year ended December 31, 2022. As a result, diluted earnings
per share is the same as basic earnings per share for the year ended December 31, 2022. At
December 31, 2021, due to net loss the Company did not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into ordinary shares and then share in the loss of the Company. As a result, diluted loss per share is the
same as basic loss per share for the period ended December 31, 2021. The
following table reflects the calculation of basic and diluted net earnings (loss) per share (in dollars, except per share
amounts): Schedule of Basic and Diluted Net Loss Per
Share
For
the Year Ended December
31, 2022 For
the Period from April
12, 2021 (Inception) Through December
31, 2021 (as restated)
Class
A Class
B Class
A Class
B
Basic
and diluted earnings (loss) per ordinary share
Numerator:
Allocation
of net earnings (loss) $ 5,605,148 $ 1,570,832 $ (2,839,120 ) $ (702,753 )
Denominator:
Basic
and diluted weighted average shares outstanding 10,258,764 2,875,000 11,615,000 2,875,000
Basic
and diluted net earnings (loss) per ordinary share $ 0.546 $ 0.546 $ (0.244 ) $ (0.244 ) OXBRIDGE
ACQUISITION CORP. NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2022 Note
2—Summary of Significant Accounting Policies (continued) |
| Income Taxes | Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized. ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the
Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and
penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially
change over the next twelve months. The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the period presented. |
| New Accounting Standards | Recent
Accounting Pronouncements Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements. |
| Reclassifications | Reclassifications Any
reclassifications of prior year amounts have been made to conform to the current period presentation. |
| Jet Token, Inc. [Member] | |
| Basis of Presentation | Basis
of Presentation The
accounting and reporting policies of the Company conform with generally accepted accounting principles in the United States (“GAAP”). |
| Going Concern | Going
Concern The
Company has limited operating history and has incurred losses from operations since Inception. These matters raise concern about the
Company’s ability to continue as a going concern. The
Company began ramping up its revenue-generating activities during the second half of the year ended December 31, 2021 and continuing
into 2022. During the next twelve months, the Company intends to fund its operations with capital from its operations, prior and its
most recent Regulation A campaign and prospectively, additional equity offerings. The Company also has the ability to reduce cash burn
to preserve capital. There are no assurances, however, that management will be able to raise capital on terms acceptable to the Company.
If the Company is unable to obtain sufficient amounts of additional capital, the Company may be required to reduce the near-term scope
of its planned development and operations, which could delay implementation of the Company’s business Plan and harm its business,
financial condition and operating results. The balance sheets do not include any adjustments that might result from these uncertainties. |
| Use of Estimates | Use
of Estimates The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions
that affect the reported amounts of assets and liabilities, and the reported amount of revenues and expenses during the reporting period.
Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near
term. |
| Cash and Cash Equivalents | Cash
and Cash Equivalents For
purpose of the consolidated statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original
maturity of three months or less to be cash equivalents. |
| Concentration of Credit Risk | Concentration
of Credit Risk The
Company maintains its cash with several major financial institutions located in the United States of America which it believes to be
creditworthy. Balances are insured by the Federal Deposit Insurance Corporation up to $ 250,000 |
| Fair Value of Financial Instruments | Fair
Value of Financial Instruments Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date.
Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable
inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs
are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from
sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that
market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value: Level
1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level
2 - Include other inputs that are directly or indirectly observable in the marketplace. Level
3 - Unobservable inputs which are supported by little or no market activity. The
fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value. The Company does not have any financial instruments as of December 31, 2022 and 2021. |
| Loss per Common Share | Loss
per Common Share The
Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statements of operations. Basic
loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. For periods
in which the Company incurs a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded
from diluted EPS calculations. For the years ended December 31, 2022 and 2021, there were 70,373,357
and 61,195,357
options, 1,666,667
and 1,666,667
warrants, and 19,509,718
and 19,809,718
convertible preferred shares, respectively, excluded. |
| Income Taxes | Income
Taxes The
Company applies ASC 740 Income Taxes (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their financial statement reported amounts at each period end,
based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The provision
for income taxes represents the tax expense for the period, if any and the change during the period in deferred tax assets and liabilities. ASC
740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. A tax benefit from
an uncertain position is recognized only if it is “more likely than not” that the position is sustainable upon examination
by the relevant taxing authority based on its technical merit. On
March 27, 2020, the United States enacted the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The Cares
Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, net operating
loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical
corrections to tax depreciation methods for qualified improvement property. The CARES Act retroactively suspends the 80% income limitation
on use of NOL carryovers for taxable years beginning before January 1, 2021, and allows 100% of any such taxable income to be offset
by the amount of such NOL carryforward. This 80% income limitation is reinstated (with slight modifications) for tax years beginning
after December 31, 2021. As
of December 31, 2022 and 2021, the Company had deferred tax assets of approximately $ 1,465,000 1,213,000 6,980,000 5,778,000 260,000 694,000 The
Company is subject to tax in the United States (“U.S.”) and files tax returns in the U.S. Federal jurisdiction and Nevada
state jurisdiction. The Company is subject to U.S. Federal, state, and local income tax examinations by tax authorities for all periods
since Inception. The Company currently is not under examination by any tax authority. |
| New Accounting Standards | New
Accounting Standards In
February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.
2016-02, Leases (Topic 842), specifying the accounting for leases, which supersedes the leases requirements in Topic 840, Leases. The
objective of Topic 842 is to establish the principles that lessees and lessors shall apply to report useful information to users of financial
statements about the amount, timing, and uncertainty of cash flows arising from a lease. Lessees are permitted to make an accounting
policy election to not recognize the asset and liability for leases with a term of twelve months or less. Lessors’ accounting is
largely unchanged from the previous accounting standard. In addition, Topic 842 expands the disclosure requirements of lease arrangements.
Lessees and lessors will use a modified retrospective transition approach, which includes several practical expedients. This guidance
is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption
permitted. The Company adopted the provisions of the new standard starting January 1, 2022 using the modified retrospective approach.
As a result, the comparative financial information prior to the date of adoption has not been updated and continue to be reported under
the accounting standards in effect for those periods. The adoption of ASC 842 resulted in the recognition of operating lease ROU assets
and lease liabilities for operating leases of $ 2,506,711 The
FASB issues ASUs to amend the authoritative literature in ASC. There have been several ASUs to date, including those above, that amend
the original text of ASC. Management believes that those issued to date either (i) provide supplemental guidance, (ii) are technical
corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact on the Company’s consolidated
financial statements. |
| Principles of Consolidation | Principles
of Consolidation The
accompanying consolidated financial statements include the accounts of Jet Token Inc. and its wholly owned subsidiaries, Jet Token Software
Inc., Jet Token Management Inc., Galilee LLC, Galilee 1 SPV LLC, Galilee II SPV LLC and Galilee III SPV LLC. All intercompany accounts
and transactions have been eliminated in consolidation. |
| Risks and Uncertainties | Risks
and Uncertainties The
Company has a limited operating history and has only recently begun generating revenue from intended operations. The Company’s
business and operations are sensitive to general business and economic conditions in the U.S. and worldwide along with local, state,
and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions.
Adverse conditions may include but are not limited to: changes in the airline industry, fuel and operating costs, changes to corporate governance best practices for executive flying, general demand for private jet travel,
market acceptance of the Company’s business model and COVID-19 issues more fully described below. These adverse conditions could
affect the Company’s financial condition and the results of its operations. On
January 30, 2020, the World Health Organization declared the COVID-19 coronavirus outbreak a “Public Health Emergency of International
Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the
coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places
and businesses. The COVID-19 coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact
on the economies and financial markets of many countries, including the geographical area in which the Company operates. While it is
unknown how long these conditions will last and what the complete financial effect will be to the Company, it is known that the travel
industry in which we operate has been severely impacted. The Company is monitoring the situation and exploring opportunities in regard
to travel behavior for when travel restrictions ease. |
| Offering Costs | Offering
Costs The
Company complies with the requirements of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification
(“ASC”) 340 with regards to offering costs. Prior to the completion of an offering, offering costs will be capitalized as
deferred offering costs on the consolidated balance sheet. The deferred offering costs will be charged to stockholders’ equity
upon the completion of an offering or to expense if the offering is not completed. |
| Other Current Assets | Other Current Assets Other current assets include security deposits, which relate primarily to contractual prepayments
to third-parties for future services, prepaid expenses and customer receivables for additional expenses incurred in their charter trips. |
| Property and Equipment | Property
and Equipment Property
and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized
and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise
disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results
of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line
method for financial statement purposes. As of December 31, 2022, property and equipment consisted entirely of equipment which is being
depreciated over a three-year |
| Internal Use Software | Internal
Use Software The
Company incurs software development costs to develop software programs to be used solely to meet its internal needs and cloud-based applications
used to deliver its services. In accordance with ASC 350-40, Internal-Use Software, the Company capitalizes development costs related
to these software applications once a preliminary project stage is complete, funding has been committed, and it is probable that the
project will be completed, and the software will be used to perform the function intended. As of December 31, 2022 and 2021, the Company
has capitalized approximately $ 398,000 398,000 132,702 132,696 265,398 |
| Leases | Leases The Company determines if an arrangement is a
lease at inception on an individual contract basis. Operating leases are included in operating lease right-of-use assets, operating lease
liabilities, current and operating lease liabilities, non-current on the consolidated balance sheets. Operating lease right-of-use assets
represent the right to use an underlying asset for the lease term. Operating lease right-of-use assets are recognized at lease commencement
date based on the present value of the future minimum lease payments over the lease term. The interest rate implicit in each lease was
readily determinable to discount lease payments. The operating lease right-of-use assets include
any lease payments made, including any variable amounts that are based on an index or rate, and exclude lease incentives. Lease terms
may include options to extend or terminate the lease. Renewal option periods are included within the lease term and the associated payments
are recognized in the measurement of the operating right-of-use asset when they are at the Company’s discretion and considered
reasonably certain of being exercised. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected the practical expedient not to recognize leases with an initial
term of 12 months or less on the Company’s consolidated balance sheets and lease expense is recognized on a straight-line basis
over the term of the short-term lease. |
| Impairment of Long-Lived Assets | Impairment
of Long-Lived Assets The
Company follows ASC 360, Accounting for Impairment or Disposal of Long-Lived Assets. ASC 360 requires that if events or changes in circumstances
indicate that the carrying value of long-lived assets or asset groups may be impaired, an evaluation of recoverability would be performed
by comparing the estimated future undiscounted cash flows associated with the asset to the asset’s carrying value to determine
if a write-down to market value would be required. Long-lived assets or asset groups that meet the criteria in ASC 360 as being held
for sale are reflected at the lower of their carrying amount or fair market value, less costs to sell. |
| Revenue Recognition | Revenue
Recognition In
applying the guidance of ASC 606, the Company determines revenue recognition through the following steps:
● Identification
of the contract, or contracts, with a customer;
● Identification
of the performance obligations in the contract;
● Determination
of the transaction price;
● Allocation
of the transaction price to the performance obligations in the contract; and
● Recognition
of revenue when, or as, a performance obligation is satisfied. Revenue
is derived from a variety of sources including, but not limited to, (i) fractional/whole aircraft sales, (ii) fractional ownership and
jet card programs, (iii) ad hoc charter through the Jet Token App and (iv) aircraft management. Under
the fractional ownership program, a customer purchases an ownership share in a jet which guarantees the customer access to the jet for
a preset number of hours per year. The fractional ownership program consists of a down payment,
one or more progress payments, a payment on delivery, a Monthly Management Fee (MMF) and an Occupied Hourly Fee (OHF). The
jet card program provides the customer with a preset number of hours of guaranteed private jet access over the agreement term (generally
a year) without the larger hourly or capital commitment of purchasing an ownership share. The jet card program consists of a fixed hourly
rate for flight hours typically paid 100% upfront. Revenue
is recognized upon transfer of control of the Company’s promised services, which generally occurs upon the flight hours being used.
Any unused hours for the fractional jet and jet card programs are forfeited at the end of the contract term and are thus immediately
recognized as revenue at that time. Deferred
revenue is an obligation to transfer services to a customer for which the Company has already received consideration. Upon receipt of
a prepayment from a customer for all or a portion of the transaction price, the Company initially recognizes a contract liability. The
contract liability is settled, and revenue is recognized when the Company satisfies its performance obligation to the customer at a future
date. As of December 31, 2022, the Company deferred $ 933,361 The
Company also generates revenues from individual ad hoc charter bookings processed through the Company’s App, whereby the Company
will source, negotiate, and arrange travel on a charter basis for a customer based on pre-selected options and pricing provided by the
Company to the customer through the App. In addition, Cirrus markets charter on the Company’s aircraft for the Company’s
benefit. The
Company utilizes registered independent third-party air carriers in the performance of a portion of flights. The Company evaluates whether
there is a promise to transfer services to the customer, as the principal, or to arrange for services to be provided by another party,
as the agent, using a control model. The nature of the flight services the Company provides to members is similar regardless of which
third-party air carrier is involved. The Company directs third-party air carriers to provide an aircraft to a member or customer. Based
on evaluation of the control model, it was determined that the Company acts as the principal rather than the agent within all revenue
arrangements. Owner charter revenue is recognized for flights where the owner of a managed aircraft sets the price for the trip. The
Company records owner charter revenue at the time of flight on a net basis for the margin we receive to operate the aircraft. If the
Company has primary responsibility to fulfill the obligation, then the revenue and the associated costs are reported on a gross basis
in the consolidated statements of operations. The
following is a breakout of revenue components by subcategory for the years ended December 31, 2022 and 2021. Schedule of Breakout of Revenue
2022 2021
Software App and Cirrus Charter $ 2,004,807 $ 1,007,468
Jet Card and Fractional Programs 2,257,736 104,726
Management and Other Services $ 400,185 $ -
Fractional/Whole Aircraft Sales 17,200,000 -
Revenues $ 21,862,728 $ 1,112,194 Flights Flights
and flight-related services, along with the related costs of the flights, are earned and recognized as revenue at the point in time in
which the service is provided. For round-trip flights, revenue is recognized upon arrival at the destination for each flight segment. Fractional
and jet card members pay a fixed quoted amount for flights based on a contractual capped hourly rate. Ad hoc charter customers primarily
pay a fixed rate for flights. In addition, flight costs are paid by members through the purchase of dollar-denominated prepaid blocks
of flight hours (“Prepaid Blocks”), and other incidental costs such as catering and ground transportation are billed monthly
as incurred. Prepaid Blocks are deferred and recognized as revenue when the member completes a flight segment. Aircraft
Management The
Company manages aircraft for owners in exchange for a contractual fee. Revenue associated with the management of aircraft also includes
the recovery of owner-incurred expenses including maintenance coordination, cabin crew and pilots, as well as recharging of certain incurred
aircraft operating costs and expenses such as maintenance, fuel, landing fees, parking and other related operating costs. The Company
passes the recovery and recharge costs back to owners at either cost or a predetermined margin. Aircraft
management-related revenue contains two types of performance obligations. One performance obligation is to provide management services
over the contract period. Revenue earned from management services is recognized over the contractual term, on a monthly basis. The second
performance obligation is the cost to operate and maintain the aircraft, which is recognized as revenue at the point in time such services
are completed. Aircraft
Sales The
Company acquires aircraft from vendors and various other third-party sellers in the private aviation industry. The Company’s classifies
the purchase as aircraft inventory on the consolidated balance sheets. Aircraft inventory is valued at the lower of cost or net realizable
value. Sales are recorded on a gross basis within revenues and cost of revenue in the consolidated statements of operations. The Company
recorded $17.2 million of revenue for aircraft sales during the year ended December 31, 2022, and none for the year ended December 31,
2021. Pass-Through
Costs In
applying the guidance of ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in
an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine
revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following
five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine
the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue
when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable
that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.
At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services
promised within each contract and determines those that are distinct performance obligations. The Company then assesses whether it is
acting as an agent or a principal for each identified performance obligation and includes revenue within the transaction price for third-party
costs when the Company determines that it is acting as the principal. |
| Cost of Sales | Cost
of Sales The
cost of sales expenses includes costs incurred in providing air transportation services, such as chartering third-party aircraft, aircraft
lease expenses, pilot training and wages, aircraft fuel, aircraft maintenance, and other aircraft operating expenses.
1. Chartering
Third-Party Aircraft: The cost of chartering third-party aircraft is recorded as a part of
the cost of sales expense. These expenses include the fees paid to third-party operators
for providing aircraft services on behalf of the company. Expenses are recognized in the
income statement in the period when the service is rendered and are reported on an accrual
basis.
2. Aircraft
Lease Expenses: Aircraft lease expenses include the cost of leasing aircraft for the company’s
operations. The lease expenses are recognized as an operating expense in the income statement
over the lease term on a straight-line basis.
3. Pilot
Training and Wages: Pilot training costs are expensed as incurred and are included in the
cost of sales expenses. This encompasses expenses related to initial pilot training, recurrent
training, and any additional required training programs. Pilot wages, including salaries,
bonuses, and benefits, are also recognized as a part of the cost of sales expenses and are
reported on an accrual basis.
4. Aircraft
Fuel: The cost of aircraft fuel is recognized as an expense in the cost of sales category
based on the actual consumption during flight operations. Fuel costs are recorded in the
income statement in the period when the fuel is consumed and are reported on an accrual basis.
5. Aircraft
Maintenance: Aircraft maintenance expenses include both routine and non-routine maintenance.
Routine maintenance costs are expensed as incurred and are recorded as a part of the cost
of sales expense. Non-routine maintenance expenses, such as major repairs and overhauls,
are capitalized and amortized over their expected useful life. The amortization expense is
included in the cost of sales expense and is recognized in the income statement on a straight-line
basis over the asset’s useful life.
6. Other
Aircraft Operating Expenses: Other aircraft operating expenses include costs such as insurance,
landing fees, navigation charges, and catering services. These expenses are recognized in
the income statement as a part of the cost of sales expenses in the period when they are
incurred and are reported on an accrual basis. |
| Advertising Costs | Advertising
Costs The
Company expenses the cost of advertising and promoting the Company’s services as incurred. Such amounts are included in sales and
marketing expense in the consolidated statements of operations and totaled $ 426,728 704,724 |
| Research and Development | Research
and Development The
Company incurs research and development costs during the process of researching and developing its technologies and future offerings.
The Company’s research and development costs consist primarily of payments for third party software development that is not capitalizable.
The Company expenses these costs as incurred until the resulting product has been completed, tested, and made ready for commercial use. |
| Stock-Based Compensation | Stock-Based
Compensation The
Company accounts for stock awards under ASC 718, Compensation – Stock Compensation. Under ASC 718, share-based compensation cost
is measured at the grant date, based on the estimated fair value of the award, and is recognized as expense over the employee’s
requisite vesting period or over the nonemployee’s period of providing goods or services. The fair value of each stock option or
warrant award is estimated on the date of grant using the Black-Scholes option valuation model. |
| Segment Reporting | Segment
Reporting The
Company identifies operating segments as components of the Company for which discrete financial information is available and is regularly
reviewed by the chief operating decision maker, or decision-making group, in making decisions regarding resource allocation and performance
assessment. The chief operating decision maker is the chief executive officer. The Company determined that the Company operates in a
single operating and reportable segment, private aviation services, as the chief operating decision maker reviews financial information
presented on a consolidated basis, accompanied by disaggregated information about revenue, for purposes of making operating decisions,
allocating resources, and assessing performance. All of the Company’s long-lived assets are located in the U.S. and revenue from
private aviation services is substantially earned from flights throughout the U.S. |
