Subsequent Events | Note 9— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements, except for as disclosed below. On August 10, 2023, the Company completed the Business Combination. Holders of 502,832 1,186,952 11.10 5.58 11.10 To the shareholders and the board of directors of Jet Token, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Jet Token, Inc. (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ BF Borgers CPA BF Borgers CPA PC (PCAOB ID 5041) We have served as the Company’s auditor since 2019 Lakewood, CO February 23, 2023 CONSOLIDATED BALANCE SHEETS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 2022 2021 Assets Current assets: Cash and cash equivalents $ 1,527,391 $ 643,494 Other current assets 357,861 79,548 Total current assets 1,885,252 723,042 Property and equipment, net 5,814 7,495 Intangible assets, net 155,009 287,711 Right-of-use asset 2,081,568 - Other assets 762,976 1,122,789 Total assets $ 4,890,619 $ 2,141,037 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 242,933 $ 296,201 Accrued liabilities 951,689 116,113 Deferred revenue 933,361 436,331 Related party advances - 200,196 Lease liability, current portion 494,979 - Line of credit - 194,727 Total current liabilities 2,622,962 1,243,568 Lease liability, net of current portion 1,531,364 - Total liabilities 4,154,326 1,243,568 Commitments and contingencies (Note 5) - - Stockholders’ Equity Series Seed Preferred stock, 10,000,000 0.0000001 683,333 983,333 20,500 29,500 Series CF Non-voting Preferred stock, 25,000,000 18,826,385 704,396 704,396 Preferred Stock, 15,000,000 0.0000001 0 - - Preferred Stock - - Common stock, 300,000,000 0.0000001 78,353,333 78,353,333 8 8 Non-voting Common Stock, 200,000,000 0.0000001 46,089,886 42,169,330 4 4 Common stock 8 8 Subscription receivable (15,544 ) (96,600 ) Additional paid-in capital 26,682,909 19,177,938 Accumulated deficit (26,655,980 ) (18,917,777 ) Total stockholders’ equity 736,293 897,469 Total liabilities and stockholders’ equity $ 4,890,619 $ 2,141,037 See accompanying notes to the consolidated financial statements CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 2022 2021 Revenues $ 21,862,728 $ 1,112,195 Cost of revenues 19,803,739 1,383,100 Gross profit (loss) 2,058,989 (270,905 ) Operating Expenses: General and administrative (including stock-based compensation of $ 6,492,653 12,690,091 9,230,789 14,879,597 General and administrative expenses 9,230,789 14,879,597 Sales and marketing 426,728 704,724 Research and development 137,278 117,391 Total operating expenses 9,794,795 15,701,712 Operating loss (7,735,806 ) (15,972,617 ) Other (income) expense: Other income (3 ) (207,368 ) Total other (income) expense (3 ) (207,368 ) Loss before provision for income taxes (7,735,803 ) (15,765,249 ) Provision for income taxes 2,400 - Net Loss $ (7,738,203 ) $ (15,765,249 ) Weighted average shares outstanding - basic and diluted 122,747,555 118,503,131 Net loss per share - basic and diluted $ (0.06 ) $ (0.13 ) See accompanying accountants’ review report and notes to financial statements CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 Shares Amount Shares Amount Shares Amount Shares Amount Receivable Capital Deficit Equity Series Seed Series CF Non-Voting Common Stock Non-voting Subscription Additional Accumulated Total Shares Amount Shares Amount Shares Amount Shares Amount Receivable Capital Deficit Equity Balance at December 31, 2020 983,333 $ 29,500 18,826,385 $ 704,396 85,000,000 $ 9 31,402,755 $ 3 $ (522,966 ) $ 5,743,728 $ (3,152,528 ) $ 2,802,142 Stock option compensation - - - - - - - - - 12,690,373 - 12,690,373 Sale of Non-Voting Common Stock for cash - - - - - - 4,119,908 - (96,600 ) 2,417,424 - 2,320,824 Receipt of subscription receivable - - - - - - - - 522,966 - - 522,966 Offering costs - - - - - - - - - (1,673,587 ) - (1,673,587 ) Share exchange - - - - (6,646,667 ) (1 ) 6,646,667 1 - - - Net loss - - - - - - - - - - (15,765,249 ) (15,765,249 ) Balance at December 31, 2021 983,333 $ 29,500 18,826,385 $ 704,396 78,353,333 $ 8 42,169,330 $ 4 $ (96,600 ) $ 19,177,938 $ (18,917,777 ) $ 897,469 Balance 983,333 $ 29,500 18,826,385 $ 704,396 78,353,333 $ 8 42,169,330 $ 4 $ (96,600 ) $ 19,177,938 $ (18,917,777 ) $ 897,469 Stock option compensation - - - - - - - - - 6,492,653 - 6,492,653 Sale of Non-Voting Common Stock for cash - - - - - - 3,920,556 - (15,544 ) 2,919,704 - 2,904,160 Receipt of subscription receivable - - - - - - - - 96,600 - - 96,600 Offering costs - - - - - - - - - (1,691,386 ) - (1,691,386 ) Preferred share redemption (300,000 ) (9,000 ) - - - - - - - (216,000 ) - (225,000 ) Net loss - - - - - - - - - - (7,738,203 ) (7,738,203 ) Balance at December 31, 2022 683,333 $ 20,500 18,826,385 $ 704,396 78,353,333 $ 8 46,089,886 $ 4 $ (15,544 ) $ 26,682,909 $ (26,655,980 ) $ 736,293 Balance 683,333 $ 20,500 18,826,385 $ 704,396 78,353,333 $ 8 46,089,886 $ 4 $ (15,544 ) $ 26,682,909 $ (26,655,980 ) $ 736,293 See accompanying notes to the consolidated financial statements CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (7,738,203 ) $ (15,765,249 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization and depreciation 134,383 133,608 Amortization of lease financing costs - 1,175 Gain on loan forgiveness - (207,360 ) Stock-based compensation 6,492,653 12,690,373 Non-cash operating lease costs 494,468 - Changes in operating assets and liabilities: Accounts receivable - 400 Other current assets (278,313 ) (28,980 ) Accounts payable (53,268 ) 15,643 Accrued liabilities 835,576 111,480 Deferred revenue 497,030 436,331 Lease liability (480,368 ) - Net cash used in operating activities (96,042 ) (2,612,579 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment - (8,407 ) Purchase of intangible assets - (97,978 ) Return of aircraft deposit 1,093,600 - Deposits and other assets (803,112 ) (439,750 ) Net cash provided by (used in) investing activities 290,488 (546,135 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds - related party advances 42,000 200,196 Repayments - related party advances (242,196 ) - Proceeds - notes payable - 86,360 Payments on line of credit (194,727 ) (257,308 ) Offering costs (1,691,386 ) (1,221,552 ) Payment of lease financing costs - (70,500 ) Preferred share redemption (225,000 ) - Proceeds from sale of Non-Voting Common Stock 3,000,760 2,843,790 Net cash provided by financing activities 689,451 1,580,986 Increase (decrease) in cash and cash equivalents 883,897 (1,577,728 ) Cash and cash equivalents, beginning of year 643,494 2,221,222 Cash and cash equivalents, end of year $ 1,527,391 $ 643,494 Supplemental disclosures of cash flow information: Cash paid for interest $ - $ - Cash paid for income taxes $ 2,400 $ - Non cash investing and financing activities: Subscription receivable from sale of Non-Voting Common Stock $ 15,544 $ 96,600 Line of credit issued for offering expenses paid on behalf of the Company $ - $ 452,035 Application of equipment deposit to aircraft maintenance reserve account $ - $ 250,000 Operating lease, Right-of-use assets and liabilities $ 2,506,711 $ - See accompanying notes to the consolidated financial statements NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | Note 9— Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. CONDENSED BALANCE SHEETS June 30, December 31, 2023 2022 (unaudited) Assets Current assets Cash $ 19,879 $ 211,718 Accrued interest, prepaid expenses and other receivables 36,504 3,593 Marketable securities held in Trust Account 13,125,461 12,834,629 Total Assets $ 13,181,844 $ 13,049,940 Liabilities and Shareholders’ Equity Current liabilities Due to affiliates $ - $ 3,861 Accrued expenses 410,825 97,981 Promissory note payable 575,000 575,000 Deferred underwriting commissions 4,025,000 4,025,000 Derivative warrant liabilities 575,739 369,902 Total liabilities 5,586,564 5,071,744 Commitments and Contingencies - - Class A ordinary shares; 1,186,952 13,125,461 12,834,629 Shareholders’ Deficit: Preference shares, $ 0.0001 4,000,000 none - - Class A ordinary shares, $ 0.0001 400,000,000 115,000 1,186,952 - - Class B ordinary shares, $ 0.0001 40,000,000 2,875,000 288 288 Common stock Accumulated Deficit (5,530,469 ) (4,856,721 ) Total shareholders’ deficit (5,530,181 ) (4,856,433 ) Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit $ 13,181,844 $ 13,049,940 The accompanying notes are an integral part of these unaudited condensed financial statements. CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) 2023 2022 2023 2022 Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Expenses General and administrative expenses $ (105,915 ) $ (73,811 ) $ (469,569 ) $ (129,970 ) Loss from operations (105,915 ) (73,811 ) (469,569 ) (129,970 ) Change in fair value of warrant liabilities 183,282 (428,067 ) (205,837 ) 2,992,573 Other income Other interest income 312 377 1,658 598 Income earned on marketable securities held in trust account 154,650 - 290,832 - Net income (loss) $ 232,329 $ (501,501 ) $ (382,916 ) $ 2,863,201 Earnings (loss) per share: Basic weighted average shares outstanding 4,176,952 14,490,000 4,176,952 14,490,000 Diluted weighted average shares outstanding 4,176,952 14,490,000 4,176,952 14,490,000 Basic and diluted net earnings (loss) per ordinary share $ 0.06 $ (0.035 ) $ (0.09 ) $ 0.198 The accompanying notes are an integral part of these unaudited condensed financial statements. CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) Shares Amount Shares Amount Capital Deficit Deficit Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance - December 31, 2021 115,000 $ - 2,875,000 $ 288 $ - $ (10,498,112 ) $ (10,497,824 ) Net income - - - - - 3,364,702 3,364,702 Balance - March 31, 2022 115,000 $ - 2,875,000 $ 288 $ - $ (7,133,410 ) $ (7,133,122 ) Net loss - - - - - (501,501 ) (501,501 ) Balance - June 30, 2022 115,000 $ - 2,875,000 $ 288 $ - $ (7,634,911 ) $ (7,634,623 ) Balance - December 31, 2022 115,000 $ - 2,875,000 $ 288 $ - $ (4,856,721 ) $ (4,856,433 ) Accretion for Class A Ordinary Shares to redemption amount - - - - - (136,182 ) (136,182 ) Net loss - - - - - (615,245 ) (615,245 ) Balance - March 31, 2023 115,000 $ - 2,875,000 $ 288 $ - $ (5,608,148 ) $ (5,607,860 ) Balance 115,000 $ - 2,875,000 $ 288 $ - $ (5,608,148 ) $ (5,607,860 ) Change in Class A Ordinary shares subject to possible redemption - - - - - (154,650 ) (154,650 ) Net income - - - - 232,329 232,329 Net income (loss) - - - - 232,329 232,329 Balance - June 30, 2023 115,000 $ - 2,875,000 $ 288 $ - $ (5,530,469 ) $ (5,530,181 ) Balance 115,000 $ - 2,875,000 $ 288 $ - $ (5,530,469 ) $ (5,530,181 ) The accompanying notes are an integral part of these unaudited condensed financial statements. CONDENSED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022 (UNAUDITED) Six Months Six Months ended ended June 30, 2023 June 30, 2022 Cash flows from Operating Activities: Net (loss) income $ (382,916 ) 2,863,201 Adjustments to reconcile net (loss) income to cash used in operating activities Change in fair value of warrant liabilities 205,837 (2,992,573 ) Income earned on marketable securities held in Trust Account (290,832 ) - Changes in operating assets and liabilities: Accrued interest, prepaid expenses and other receivables (32,911 ) (62,200 ) Due to affiliates (3,861 ) - Accrued expenses 312,844 (3,856 ) Net cash used in operating activities $ (191,839 ) (195,428 ) Net Change in Cash (191,839 ) (195,428 ) Cash– Beginning of period 211,718 614,395 Cash– Ending of period $ 19,879 418,967 Supplemental disclosure of non-cashflow information Accretion for Class A ordinary shares to redemption amount $ 290,832 - The accompanying notes are an integral part of these unaudited condensed financial statements. NOTES TO CONDENSED FINANCIAL STATEMENTS JUNE 30, 2023 (Unaudited) |