Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Entity Addresses [Line Items] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 3 |
Entity Registrant Name | Jet.AI Inc. |
Entity Central Index Key | 0001861622 |
Entity Tax Identification Number | 93-2971741 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 10845 Griffith Peak Dr. |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89135 |
City Area Code | 702 |
Local Phone Number | 747-4000 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 10845 Griffith Peak Dr. |
Entity Address, Address Line Two | Suite 200 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89135 |
City Area Code | 702 |
Local Phone Number | 747-4000 |
Contact Personnel Name | Michael |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 211,718 | $ 614,395 | |
Accrued interest, prepaid expenses and other receivables | 3,593 | 81 | |
Total current assets | 215,311 | 614,476 | |
Marketable securities held in Trust Account | 12,834,629 | 116,725,000 | |
Total assets | 13,049,940 | 117,339,476 | |
Current liabilities: | |||
Due to affiliates | 3,861 | ||
Accrued liabilities | 97,981 | 18,000 | |
Total current liabilities | 101,842 | 18,000 | |
Promissory note payable | 575,000 | ||
Deferred underwriting commissions | 4,025,000 | 4,025,000 | |
Derivative warrant liabilities | 369,902 | 7,069,300 | |
Total liabilities | 5,071,744 | 11,112,300 | |
Commitments and contingencies (Note 5) | |||
Class A ordinary shares; 1,186,952 (2021:11,500,000) shares subject to possible redemption (at redemption value) | 12,834,629 | 116,725,000 | |
Stockholders’ Equity | |||
Preferred Stock | |||
Additional paid-in capital | |||
Accumulated deficit | (4,856,721) | (10,498,112) | |
Total stockholders’ equity | (4,856,433) | (10,497,824) | |
Total liabilities and stockholders’ equity | 13,049,940 | 117,339,476 | |
Jet Ai Inc [Member] | |||
Current assets: | |||
Cash and cash equivalents | $ 903,909 | 1,527,391 | |
Accounts receivable | 205,977 | 223,954 | |
Other current assets | 157,926 | 133,907 | |
Prepaid offering costs | 800,000 | ||
Total current assets | 2,067,812 | 1,885,252 | |
Property and equipment, net | 8,241 | 5,814 | |
Intangible assets, net | 85,538 | 155,009 | |
Right-of-use asset | 1,701,152 | 2,081,568 | |
Investment in joint venture | 100,000 | ||
Deposits and other assets | 798,111 | 762,976 | |
Total assets | 4,760,854 | 4,890,619 | |
Current liabilities: | |||
Accounts payable | 2,880,901 | 242,933 | |
Accrued liabilities | 825,586 | 951,689 | |
Deferred revenue | 1,432,126 | 933,361 | |
Lease liability, current portion | 506,228 | 494,979 | |
Total current liabilities | 6,165,674 | 2,622,962 | |
Lease liability, net of current portion | 1,150,274 | 1,531,364 | |
Redeemable preferred stock | 1,702,000 | ||
Total liabilities | 9,017,948 | 4,154,326 | |
Commitments and contingencies (Note 5) | |||
Stockholders’ Equity | |||
Preferred Stock | |||
Common stock | 916 | 445 | |
Subscription receivable | (6,724) | (15,544) | |
Additional paid-in capital | 31,863,479 | 27,407,372 | |
Accumulated deficit | (36,114,765) | (26,655,980) | |
Total stockholders’ equity | (4,257,094) | 736,293 | 897,469 |
Total liabilities and stockholders’ equity | 4,760,854 | 4,890,619 | |
Jet Token, Inc. [Member] | |||
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 | |
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 | |||
Preferred Stock | |||
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 | |
Common Class A [Member] | |||
Stockholders’ Equity | |||
Common stock | |||
Common Class B [Member] | |||
Stockholders’ Equity | |||
Common stock | 288 | 288 | |
Series Seed Preferred Stock [Member] | Jet Token, Inc. [Member] | |||
Stockholders’ Equity | |||
Preferred Stock | 20,500 | 29,500 | |
Series CF Non-voting Preferred Stock [Member] | Jet Token, Inc. [Member] | |||
Stockholders’ Equity | |||
Preferred Stock | 704,396 | 704,396 | |
Nonvoting Common Stock [Member] | |||
Stockholders’ Equity | |||
Total stockholders’ equity | |||
Nonvoting Common Stock [Member] | Jet Token, Inc. [Member] | |||
Stockholders’ Equity | |||
Common stock | 4 | 4 | |
Total stockholders’ equity | 4 | 4 | |
Related Party [Member] | |||
Current liabilities: | |||
Notes payable | |||
Related Party [Member] | Jet Ai Inc [Member] | |||
Current liabilities: | |||
Notes payable | 233,333 | ||
Nonrelated Party [Member] | Jet Ai Inc [Member] | |||
Current liabilities: | |||
Notes payable | $ 287,500 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 4,000,000 | 4,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | |
Common stock, shares authorized | 55,000,000 | |
Common stock, shares issued | 4,454,665 | |
Common stock, shares outstanding | 4,454,665 | |
Jet Token, Inc. [Member] | ||
Preferred stock, par value | $ 0.00 | $ 0.00 |
Preferred stock, shares authorized | 15,000,000 | 15,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 78,353,333 | 78,353,333 |
Common stock, shares outstanding | 78,353,333 | 78,353,333 |
Common Class A [Member] | ||
Temporary Equity Possible Redemption | 1,186,952 | 11,500,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 115,000 | 115,000 |
Common stock, shares outstanding | 115,000 | 115,000 |
Common stock redemption shares | 1,186,952 | 11,500,000 |
Common Class B [Member] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 40,000,000 | 40,000,000 |
Common stock, shares issued | 2,875,000 | 2,875,000 |
Common stock, shares outstanding | 2,875,000 | 2,875,000 |
Series Seed Preferred Stock [Member] | Jet Token, Inc. [Member] | ||
Preferred stock, par value | $ 0.00 | $ 0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 683,333 | 983,333 |
Preferred stock, shares outstanding | 683,333 | 983,333 |
Common stock, shares authorized | 300,000,000 | |
Series CF Non-voting Preferred Stock [Member] | Jet Token, Inc. [Member] | ||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 18,826,385 | |
Preferred stock, shares outstanding | 18,826,385 | |
Nonvoting Common Stock [Member] | Jet Token, Inc. [Member] | ||
Common stock, par value | $ 0.00 | $ 0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 46,089,886 | 42,169,330 |
Common stock, shares outstanding | 46,089,886 | 42,169,330 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Expenses: | |||||||
General and administrative expenses | $ (85,515) | $ (487,072) | |||||
Operating loss | (85,515) | (487,072) | |||||
Operating loss | (85,515) | (487,072) | |||||
Other (income) expense: | |||||||
Change in fair value of warrant liabilities | (3,456,800) | 6,699,398 | |||||
Other interest income | 443 | 4,065 | |||||
Interest earned on marketable securities held in trust account | 959,589 | ||||||
Net Loss | $ (3,541,872) | $ 7,175,980 | |||||
Earnings (loss) per share: | |||||||
Weighted average shares outstanding - basic | 7,018,212 | 4,424,267 | 5,354,931 | 4,398,303 | 14,490,000 | 13,133,764 | |
Weighted average shares outstanding - diluted | 7,018,212 | 4,424,267 | 5,354,931 | 4,398,303 | 14,490,000 | 13,133,764 | |
Net loss per share - basic | $ (0.61) | $ (0.45) | $ (1.77) | $ (1.09) | $ (0.244) | $ 0.546 | |
Net loss per share - diluted | $ (0.61) | $ (0.45) | $ (1.77) | $ (1.09) | $ (0.244) | $ 0.546 | |
Jet Ai Inc [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Revenues | $ 3,367,189 | $ 11,909,588 | $ 8,035,505 | $ 19,650,567 | |||
Cost of revenues | 3,196,748 | 10,905,766 | 8,140,905 | 17,833,726 | |||
Gross profit (loss) | 170,441 | 1,003,822 | (105,400) | 1,816,841 | |||
Operating Expenses: | |||||||
General and administrative expenses | 4,231,142 | 2,835,745 | 8,834,864 | 6,255,723 | |||
Sales and marketing | 156,991 | 118,301 | 380,699 | 281,442 | |||
Research and development | 48,823 | 46,905 | 113,778 | 93,077 | |||
Total operating expenses | 4,436,956 | 3,000,951 | 9,329,341 | 6,630,242 | |||
Operating loss | (4,266,515) | (1,997,129) | (9,434,741) | (4,813,401) | |||
Operating loss | (4,266,515) | (1,997,129) | (9,434,741) | (4,813,401) | |||
Other (income) expense: | |||||||
Other income | (51) | (51) | (3) | ||||
Interest expense | 24,095 | 24,095 | |||||
Total other (income) expense | 24,044 | 24,044 | (3) | ||||
Loss before provision for income taxes | (4,290,559) | (1,997,129) | (9,458,785) | (4,813,398) | |||
Provision for income taxes | 800 | ||||||
Net Loss | $ (4,290,559) | $ (1,997,129) | $ (9,458,785) | $ (4,814,198) | |||
Jet Token, Inc. [Member] | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
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 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) | |||||
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) | |||||
Earnings (loss) per share: | |||||||
Weighted average shares outstanding - basic | 122,747,555 | 118,503,131 | |||||
Weighted average shares outstanding - diluted | 122,747,555 | 118,503,131 | |||||
Net loss per share - basic | $ (0.06) | $ (0.13) | |||||
Net loss per share - diluted | $ (0.06) | $ (0.13) |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Stock based compensation | $ 2,669,071 | $ 2,060,703 | $ 5,424,158 | $ 4,431,950 | ||
Jet Token, Inc. [Member] | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Stock based compensation | $ 6,492,653 | $ 12,690,091 |
Condensed Statements of Changes
Condensed Statements of Changes In Shareholders' Deficit - USD ($) | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Common Stock [Member] Jet Ai Inc [Member] | Common Stock [Member] Jet Token, Inc. [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Jet Ai Inc [Member] | Additional Paid-in Capital [Member] Jet Token, Inc. [Member] | Retained Earnings [Member] | Retained Earnings [Member] Jet Ai Inc [Member] | Retained Earnings [Member] Jet Token, Inc. [Member] | Common Class A [Member] | Common Class B [Member] | Nonvoting Common Stock [Member] | Nonvoting Common Stock [Member] Jet Ai Inc [Member] | Nonvoting Common Stock [Member] Jet Token, Inc. [Member] | Total | Jet Ai Inc [Member] | Jet Token, Inc. [Member] | Subscription Receivable [Member] Jet Ai Inc [Member] | Subscription Receivable [Member] Jet Token, Inc. [Member] | Series Seed Preferred Stock [Member] Jet Token, Inc. [Member] | Series CF Non-voting Preferred Stock [Member] Jet Token, Inc. [Member] |
Balance at Dec. 31, 2020 | $ 9 | $ 5,743,728 | $ (3,152,528) | $ 3 | $ 2,802,142 | $ (522,966) | $ 29,500 | $ 704,396 | ||||||||||||||
Balance, shares at Dec. 31, 2020 | 85,000,000 | 31,402,755 | 983,333 | 18,826,385 | ||||||||||||||||||
Sale of Common Stock for cash, shares | 2,625,446 | |||||||||||||||||||||
Net loss | (15,765,249) | (15,765,249) | ||||||||||||||||||||
Stock option compensation | 12,690,373 | 12,690,373 | ||||||||||||||||||||
Sale of Non-Voting Common Stock for cash | 2,417,424 | 2,320,824 | (96,600) | |||||||||||||||||||
Receipt of subscription receivable | 522,966 | 522,966 | ||||||||||||||||||||
Stock-based compensation | 12,690,373 | |||||||||||||||||||||
Sale of non-voting common stock for cash, shares | 4,119,908 | |||||||||||||||||||||
Offering costs | (1,673,587) | (1,673,587) | ||||||||||||||||||||
Share exchange | $ (1) | $ 1 | ||||||||||||||||||||
Share exchange, shares | (6,646,667) | 6,646,667 | ||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 288 | $ 434 | $ 8 | $ 19,911,412 | 19,177,938 | $ (10,498,112) | $ (18,917,777) | (18,917,777) | $ 4 | $ (10,497,824) | $ 897,469 | 897,469 | $ (96,600) | (96,600) | $ 29,500 | $ 704,396 | ||||||
Balance, shares at Dec. 31, 2021 | 115,000 | 2,875,000 | 4,342,626 | 78,353,333 | 42,169,330 | 983,333 | 18,826,385 | |||||||||||||||
Balance at Apr. 11, 2021 | ||||||||||||||||||||||
Balance, shares at Apr. 11, 2021 | ||||||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor | $ 288 | 24,712 | 25,000 | |||||||||||||||||||
Issuance of Class B ordinary shares to Sponsor,shares | 2,875,000 | |||||||||||||||||||||
Sale of Common Stock for cash | $ 1,161 | 103,983,884 | 103,985,045 | |||||||||||||||||||
Sale of Common Stock for cash, shares | 11,615,000 | |||||||||||||||||||||
Issuance of private placement warrants | 5,760,000 | 5,760,000 | ||||||||||||||||||||
Class A Ordinary shares reclassified to Commitments subject to possible redemption | $ (1,161) | (101,227,174) | (101,228,335) | |||||||||||||||||||
Class A Ordinary shares subject to possible redemption, shares | (11,500,000) | |||||||||||||||||||||
Accretion for Class A Ordinary Shares to redemption amount | (8,541,422) | (6,956,240) | (15,497,662) | |||||||||||||||||||
Net loss | (3,541,872) | $ (2,839,120) | $ (702,753) | (3,541,872) | ||||||||||||||||||
Balance at Dec. 31, 2021 | $ 288 | $ 434 | $ 8 | 19,911,412 | 19,177,938 | (10,498,112) | (18,917,777) | (18,917,777) | $ 4 | (10,497,824) | 897,469 | 897,469 | (96,600) | (96,600) | $ 29,500 | $ 704,396 | ||||||
Balance, shares at Dec. 31, 2021 | 115,000 | 2,875,000 | 4,342,626 | 78,353,333 | 42,169,330 | 983,333 | 18,826,385 | |||||||||||||||
Sale of Common Stock for cash | $ 10 | 2,451,069 | 2,451,079 | |||||||||||||||||||
Sale of Common Stock for cash, shares | 101,989 | 100,074 | ||||||||||||||||||||
Net loss | (4,814,198) | (4,814,198) | ||||||||||||||||||||
Stock-based compensation | 4,431,950 | 4,431,950 | ||||||||||||||||||||
Offering costs | (1,269,864) | (1,269,864) | ||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 444 | 25,524,567 | (23,731,975) | 1,696,436 | (96,600) | |||||||||||||||||
Balance, shares at Sep. 30, 2022 | 4,444,615 | |||||||||||||||||||||
Balance at Dec. 31, 2021 | $ 288 | $ 434 | $ 8 | 19,911,412 | 19,177,938 | (10,498,112) | (18,917,777) | (18,917,777) | $ 4 | (10,497,824) | 897,469 | 897,469 | (96,600) | (96,600) | $ 29,500 | $ 704,396 | ||||||
Balance, shares at Dec. 31, 2021 | 115,000 | 2,875,000 | 4,342,626 | 78,353,333 | 42,169,330 | 983,333 | 18,826,385 | |||||||||||||||
Class A Ordinary shares subject to possible redemption, shares | ||||||||||||||||||||||
Accretion for Class A Ordinary Shares to redemption amount | (1,534,589) | (1,534,589) | ||||||||||||||||||||
Net loss | 7,175,980 | (7,738,203) | $ 5,605,148 | $ 1,570,832 | 7,175,980 | (7,738,203) | ||||||||||||||||
Stock option compensation | 6,492,653 | 6,492,653 | ||||||||||||||||||||
Sale of Non-Voting Common Stock for cash | 2,919,704 | 2,904,160 | (15,544) | |||||||||||||||||||
Receipt of subscription receivable | 96,600 | 96,600 | ||||||||||||||||||||
Stock-based compensation | 6,492,653 | |||||||||||||||||||||
Sale of non-voting common stock for cash, shares | 3,920,556 | |||||||||||||||||||||
Offering costs | (1,691,386) | (1,691,386) | ||||||||||||||||||||
Preferred share redemption | (216,000) | (225,000) | $ (9,000) | |||||||||||||||||||
Preferred share redemption, shares | (300,000) | |||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 288 | $ 445 | $ 8 | 27,407,372 | 26,682,909 | (4,856,721) | (26,655,980) | (26,655,980) | $ 4 | (4,856,433) | 736,293 | 736,293 | (15,544) | (15,544) | $ 20,500 | $ 704,396 | ||||||
Balance, shares at Dec. 31, 2022 | 115,000 | 2,875,000 | 4,454,665 | 78,353,333 | 46,089,886 | 683,333 | 18,826,385 | |||||||||||||||
Balance at Jun. 30, 2022 | $ 441 | 22,986,812 | (21,734,846) | 1,155,807 | (96,600) | |||||||||||||||||
Balance, shares at Jun. 30, 2022 | 4,411,005 | |||||||||||||||||||||
Sale of Common Stock for cash | $ 3 | 801,960 | 801,963 | |||||||||||||||||||
Sale of Common Stock for cash, shares | 33,610 | |||||||||||||||||||||
Net loss | (1,997,129) | (1,997,129) | ||||||||||||||||||||
Stock-based compensation | 2,060,703 | 2,060,703 | ||||||||||||||||||||
Offering costs | (324,908) | (324,908) | ||||||||||||||||||||
Balance at Sep. 30, 2022 | $ 444 | 25,524,567 | (23,731,975) | 1,696,436 | (96,600) | |||||||||||||||||
Balance, shares at Sep. 30, 2022 | 4,444,615 | |||||||||||||||||||||
Balance at Dec. 31, 2022 | $ 288 | $ 445 | $ 8 | 27,407,372 | $ 26,682,909 | $ (4,856,721) | (26,655,980) | $ (26,655,980) | $ 4 | $ (4,856,433) | 736,293 | $ 736,293 | (15,544) | $ (15,544) | $ 20,500 | $ 704,396 | ||||||
Balance, shares at Dec. 31, 2022 | 115,000 | 2,875,000 | 4,454,665 | 78,353,333 | 46,089,886 | 683,333 | 18,826,385 | |||||||||||||||
Sale of Common Stock for cash | $ 7 | 1,598,623 | 1,512,260 | (86,370) | ||||||||||||||||||
Sale of Common Stock for cash, shares | 65,960 | |||||||||||||||||||||
Net loss | (9,458,785) | (9,458,785) | ||||||||||||||||||||
Stock-based compensation | 15 | 5,424,143 | 5,424,158 | |||||||||||||||||||
Offering costs | (437,665) | (437,665) | ||||||||||||||||||||
Share based compensation, shares | 148,950 | |||||||||||||||||||||
Receipt of subscription receivable | 95,190 | 95,190 | ||||||||||||||||||||
Recapitalization | $ 449 | (2,128,994) | (2,128,545) | |||||||||||||||||||
Recapitalization, shares | 4,494,789 | |||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 916 | 31,863,479 | (36,114,765) | (4,257,094) | (6,724) | |||||||||||||||||
Balance, shares at Sep. 30, 2023 | 9,164,364 | |||||||||||||||||||||
Balance at Jun. 30, 2023 | $ 452 | 31,324,113 | (31,824,206) | (525,120) | (25,479) | |||||||||||||||||
Balance, shares at Jun. 30, 2023 | 4,520,625 | |||||||||||||||||||||
Net loss | (4,290,559) | (4,290,559) | ||||||||||||||||||||
Stock-based compensation | 15 | 2,669,056 | 2,669,071 | |||||||||||||||||||
Offering costs | (696) | (696) | ||||||||||||||||||||
Share based compensation, shares | 148,950 | |||||||||||||||||||||
Receipt of subscription receivable | 18,755 | 18,755 | ||||||||||||||||||||
Recapitalization | $ 449 | (2,128,994) | (2,128,545) | |||||||||||||||||||
Recapitalization, shares | 4,494,789 | |||||||||||||||||||||
Balance at Sep. 30, 2023 | $ 916 | $ 31,863,479 | $ (36,114,765) | $ (4,257,094) | $ (6,724) | |||||||||||||||||
Balance, shares at Sep. 30, 2023 | 9,164,364 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (3,541,872) | $ 7,175,980 | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Change in fair value of warrant liabilities | 3,456,800 | (6,699,398) | |||
Income earned on marketable securities held in Trust Account | (959,589) | ||||
Stock-based compensation | $ 5,424,158 | $ 4,431,950 | |||
Changes in operating assets and liabilities: | |||||
Accrued interest receivable | (81) | ||||
Prepaid expenses and other receivables | (3,512) | ||||
Due to affiliates | 45,833 | 3,861 | |||
Accrued expenses | 18,000 | 79,981 | |||
Net cash used in operating activities | (21,320) | (402,677) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Proceeds from liquidation of marketable securities held in Trust Account | 105,424,960 | ||||
Investment in joint venture | (116,725,000) | (575,000) | |||
Net cash provided by (used in) investing activities | (116,725,000) | 104,849,960 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Redemption of 10,313,048 Class A Ordinary Shares | (105,424,960) | ||||
Proceeds - notes payable | 575,000 | ||||
Proceeds from sale of Common Stock | 25,000 | ||||
Proceeds from issuance of private placement warrants | 5,760,000 | ||||
Proceeds from issuance of units (net of offering costs) | 111,575,715 | ||||
Net cash provided by financing activities | 117,360,715 | (104,849,960) | |||
Increase (decrease) in cash and cash equivalents | 614,395 | (402,677) | |||
Cash and cash equivalents, beginning of year | 211,718 | 614,395 | 614,395 | ||
Cash and cash equivalents, end of year | 614,395 | 211,718 | $ 614,395 | ||
Non cash investing and financing activities: | |||||
Deferred underwriting commissions in connection with the initial public offering | 4,025,000 | ||||
Derivative warrant liabilities issued in connection with the initial public offering | 3,612,500 | ||||
Accretion for Class A ordinary shares to redemption amount | 15,497,662 | 1,534,589 | |||
Jet Ai Inc [Member] | |||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | (9,458,785) | (4,814,198) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Amortization and depreciation | 101,439 | 100,788 | |||
Amortization of debt discount | 20,833 | ||||
Non-cash operating lease costs | 380,416 | 369,499 | |||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 17,977 | ||||
Other current assets | (24,019) | (108,491) | |||
Accounts payable | 790,530 | (65,322) | |||
Accrued liabilities | (126,103) | 107,109 | |||
Deferred revenue | 498,765 | 756,799 | |||
Lease liability | (369,841) | (358,924) | |||
Net cash used in operating activities | (2,744,630) | 419,210 | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Investment in joint venture | (100,000) | ||||
Purchase of property and equipment | (4,339) | ||||
Purchase of intangible assets | (30,056) | ||||
Return of aircraft deposit | 200,000 | ||||
Deposits and other assets | (35,135) | 110,582 | |||
Net cash provided by (used in) investing activities | (169,530) | 310,582 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Proceeds - related party advances | 42,000 | ||||
Repayments - related party advances | (242,196) | ||||
Proceeds - notes payable | 275,000 | ||||
Proceeds from sale of Common Stock | 1,607,450 | 2,451,079 | |||
Payments on line of credit | (194,727) | ||||
Offering costs | (437,665) | (1,269,864) | |||
Proceeds - related party notes payable, net of discount | 225,000 | ||||
Proceeds from business combination | 620,893 | ||||
Net cash provided by financing activities | 2,290,678 | 786,292 | |||
Increase (decrease) in cash and cash equivalents | (623,482) | 1,516,084 | |||
Cash and cash equivalents, beginning of year | 1,527,391 | 643,494 | 643,494 | ||
Cash and cash equivalents, end of year | 903,909 | 2,159,578 | 643,494 | 1,527,391 | 643,494 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | |||||
Cash paid for income taxes | 800 | ||||
Non cash investing and financing activities: | |||||
Subscription receivable from sale of Non-Voting Common Stock | 6,724 | ||||
Increase in accounts payable due to Business Combination | 1,047,438 | ||||
Increase in prepaid offering costs and accounts payable | 800,000 | ||||
Increase in redeemable preferred stock due to Business Combination | 1,702,000 | ||||
Operating lease, Right-of-use assets and liabilities | 2,506,711 | ||||
Stock-based compensation | 5,424,158 | 4,431,950 | |||
Jet Token, Inc. [Member] | |||||
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 | 12,690,091 | |||
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 | $ 1,527,391 | $ 643,494 | 643,494 | 2,221,222 | |
Cash and cash equivalents, end of year | $ 643,494 | 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 | ||||
Stock-based compensation | $ 6,492,653 | $ 12,690,373 |
Condensed Statement of Cash F_2
Condensed Statement of Cash Flows (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 shares | |
Statement of Cash Flows [Abstract] | |
Redemption of Class A Ordinary Shares | 10,313,048 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Description of Organization and Business Operations | Note 1— Description of Organization and Business Operations Oxbridge Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 12, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock or share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from April 12, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”) described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company may generate non-operating income in the form of interest income on marketable securities from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is OAC Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 11, 2021. On August 16, 2021, the Company consummated its IPO of 10,000,000 10.00 100,000,000 6,624,000 3,500,000 1,500,000 15,000,000 825,000 525,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 5,760,000 warrants to the Sponsor and Maxim Group, LLC (“Maxim”), the underwriter in our Initial Public Offering (the “Private Placement Warrants”), at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 5,760,000 , which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $ 11.50 per share. Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $ 116,725,000 10.15 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1—Description of Organization and Business Operations (continued) The Company will provide the holders (the “Public Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (anticipated to be approximately $ 11.07 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 and the approval of an ordinary resolution, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, as amended (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholder (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholder have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor (the “Initial Shareholder”) officers and directors have agreed not to propose an amendment to Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by August 16, 2023, as described in more detail in the prospectus for the IPO) (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1—Description of Organization and Business Operations (continued) If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $ 100,000 The Initial Shareholder, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholder or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. Maxim has agreed to waive their rights to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be approximately $ 11.07 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2022 the Company had cash of approximately $ 212,000 110,000 OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Description of Organization and Business Operations | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Description of Organization and Business Operations Jet Token Inc. was formed on June 4, 2018 (“Inception”) in the State of Delaware. The consolidated financial statements of Jet Token Inc. (the “Company” or “Jet Token”) are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is headquartered in Las Vegas, Nevada. In September 2020, the Company formed a wholly-owned subsidiary Galilee LLC, a Delaware limited liability company. In November 2020, the Company formed a wholly-owned subsidiary Jet Token Management Inc., a Delaware corporation, and later changed its name to Jet Token Software Inc. In November 2020, the Company formed another wholly-owned subsidiary, Jet Token Management Inc. a California corporation. In June 2021, the Company formed a wholly-owned subsidiary Galilee 1 SPV LLC, a Delaware limited liability company. In March and June 2022, the Company formed two wholly owned subsidiaries, Galilee II SPV LLC and Galilee III SPV LLC, respectively. Both are Delaware limited liability companies. These were both sold during the year as part of the Company’s fractional ownership program. To date, all subsidiaries have had no operations. The Company intends to combine concepts from fractional jet and jet card programs with lessons learned from building blockchain currencies. The Company believes the tokenization of flight hours under (as the enterprise matures) fractional jet and jet card programs offers the possibility of reduced transaction costs and, through the evolution of a marketplace, higher industry fleet utilization. The Company’s purposeful enhancement of price discovery and reduced entry price have the potential to produce fairer and more inclusive results for aircraft owners and travelers alike. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Significant Accounting Policies | Note 2— Summary of Significant Accounting Policies 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 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 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 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 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 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 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 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 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 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 As of December 31, 2022, there were 1,301,952 1,186,952 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 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 ) Basic 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 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. 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 Any reclassifications of prior year amounts have been made to conform to the current period presentation. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Summary of Significant Accounting Policies Going Concern and Management Plans 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. Basis of Presentation The accounting and reporting policies of the Company conform with generally accepted accounting principles in the United States (“GAAP”). 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. 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. 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. 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, blockchain asset regulations by authorities, 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. 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. 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. 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 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 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 In applying the guidance of ASC 606, the Company 1) identifies the contract with the customer, 2) identifies the performance obligations in the contract, 3) determines the transaction price, 4) determines if an allocation of that transaction price is required given the performance obligations under the contract, and 5) recognizes revenue when or as the companies satisfies a performance obligation. The Company generates/intends to generate revenue from three primary sources: a fractional ownership program, jet card programs, and ad hoc charter through the Jet Token App. Under the fractional ownership program, a customer can purchase an ownership share in a jet which guarantees the customer access to the jet for a preset number of hours per year and provides all the benefits of plane ownership at a fraction of the cost. 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 fractional ownership program consists of an initial buy-in or upfront fee and a fixed hourly rate for flight hours. Alternatively, the jet card program consists of a fixed hourly rate for flight hours typically paid 100% upfront. The Company also generates revenues from individual ad hoc charter bookings processed through our 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. Revenue is recognized upon transfer of control of our 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. Revenues from the sale of fractional or whole interests in an aircraft is recognized at the time title to the aircraft is transferred to the purchasers, which generally occurs upon delivery or ownership transfer. The Company defers revenue in all instances when the earnings process is not yet complete. As of December 31, 2022, the Company deferred $ 933,361 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 Jet card and charter programs $ 4,662,728 $ 1,112,195 Fractional/Whole Aircraft Sales 17,200,000 - Revenues $ 21,862,728 $ 1,112,195 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 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. 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. 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 we incur 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 61,195,357 1,666,667 1,666,667 19,509,718 19,809,718 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 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 our consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2022 | |
Initial Public Offering | |
Initial Public Offering | Note 3— Initial Public Offering On August 16, 2021, the Company consummated its IPO of 10,000,000 10.00 100,000,000 6,624,000 3,500,000 1,500,000 10.00 1,500,000 15,000,000 825,000 525,000 Each Unit consists of one Class A ordinary share, and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Related Party Transactions | Note 4— Related Party Transactions Founder Shares On April 12, 2021, the Sponsor paid $ 25,000 0.009 2,875,000 0.0001 The Initial Shareholder have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated the Private Placement of an 5,760,000 1.00 5,760,000 Certain proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 4—Related Party Transactions (continued) Related Party Loans On April 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 195,175 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, other Initial Shareholder, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.00 Administrative Services Agreement Commencing on the effective date of the Company’s IPO, the Company agreed to pay its Sponsor a total of up to $ 10,000 100,000 50,000 Extension Amendment Proposal and Promissory Note On November 9, 2022, the Company held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the Company’s shareholders were presented the proposals to extend the date by which the Company must consummate a business combination (the “Termination Date”) from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors) by amending the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension Amendment Proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”) was approved. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on November 11, 2022. In connection with the vote to approve the Extension Amendment Proposal, the holders of 10,313,048 10.22 105,424,960 The sponsor has agreed to contribute to us a loan of $ 575,000 575,000 The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of an initial business combination, or (b) the date of the liquidation of the Company. |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Related Party Transactions | NOTE 7 – RELATED PARTY TRANSACTIONS Related Party Transactions From time to time, related parties make payments on the Company’s behalf or advance cash to the Company for operating costs which require repayment. Such transactions are considered short-term advances and non-interest bearing. During the years ended December 31, 2022 and 2021, the Company’s Founder and Executive Chairman advanced a total of $ 42,000 200,196 242,196 0 0 200,196 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Commitments and Contingencies | Note 5— Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 5—Commitments and Contingencies (continued) Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,500,000 The underwriters were entitled to an underwriting discount of $ 0.20 2.0 2.3 0.35 3.5 4.03 Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of this Annual Report on Form 10-K and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Annual Report on Form 10-K. |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Commitments and Contingencies | NOTE 5 – COMMITMENTS AND CONTINGENCIES Commitments and Contingencies Operating Lease In November 2021, the Company entered into a leasing arrangement with a third party for an aircraft to be used in the Company’s operations. The lease term is for 60 months, expiring November 2026, and requires monthly lease payments. At any time during the lease term, the Company has the option to purchase the aircraft from the lessor at the aircraft’s fair market value at that time. The lease agreement also requires the Company to hold a liquidity reserve of $ 500,000 690,000 70,500 On April 4, 2022, the Company entered into an additional leasing arrangement with a third party for an aircraft to be used in the Company’s operations, substantially identical to the terms of the November 2021 agreement. The lease term was for 60 months, expiring April 4, 2027, and required monthly lease payments. At any time during the lease term, the Company had the option to purchase the aircraft from the lessor at the aircraft’s fair market value at that time. The lease agreement also required the Company to maintain its existing liquidity reserve of $ 500,000 690,000 Total lease expense for the years ended December 31, 2022 and 2021 was $ 863,824 90,165 As of December 31, 2022, future minimum required lease payments due under the non-cancellable operating lease are as follows: Schedule of Future Minimum Lease Payments 2023 $ 549,000 2024 549,000 2025 549,000 2026 503,250 Total future minimum lease payments $ 2,150,250 Less imputed interest (123,907 ) Maturities of lease liabilities $ 2,026,343 Share Purchase Agreement The Company executed a Share Purchase Agreement, dated as of August 4, 2022, with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together with GEM Yield LLC SCS, “GEM”). Upon the Company’s common stock being publicly listed on a U.S. securities exchange, such as the NYSE or NASDAQ, the Company will have the right to periodically issue and sell to GEM, and GEM has agreed to purchase, up to $ 40,000,000 In consideration for these services, the Company has agreed to pay GEM a commitment fee equal to $ 800,000 three years The Company has also entered into a Registration Rights Agreement with GEM, obligating the Company to file a Registration Statement with respect to resales of the shares of common stock issued to GEM under the Share Purchase Agreement and upon exercise of the warrant. |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Warrant Liabilities | Note 6 – Derivative Warrant Liabilities As of December 31, 2022, the Company had 11,500,000 5,760,000 The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60 th OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 6 – Derivative Warrant Liabilities (continued) Redemption of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the Public Warrants become exercisable, the Company may call the Public Warrants for redemption ● in whole and not in part; ● at a price of $ 0.01 ● upon not less than 30 days’ prior written notice of redemption to each warrant holder and ● if, and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $ 18.00 If and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 6 – Derivative Warrant Liabilities (continued) The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Initial Shareholders or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. The Company has accounted for the 17,260,000 11,500,000 5,760,000 6.7 3.5 The warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during the ten-trading day period ending on the trading day prior to the effective date of the Business Combination. The Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record a derivative liability upon the closing of the IPO. Accordingly, the Company classifies each warrant as a liability at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value determined using Black-Scholes option pricing model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations. The Company will reassess the classification at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7 - Fair Value Measurements The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of the initial issuance date, December 31, 2022 and 2021, by level within the fair value hierarchy: Schedule of Fair Value Liabilities Measured on Recurring Basis Fair Value Measurements Using At December 31, 2022 (Level 1) (Level 2) (Level 3) Total Description Liabilities: Warrant liabilities - public warrants $ 368,000 $ - $ - $ 368,000 Warrant liabilities - private warrants - - 1,902 1,902 Total $ 368,000 $ - $ 1,902 $ 369,902 Fair Value Measurements Using At December 31, 2021 (Level 1) (Level 2) (Level 3) Total Description Liabilities: Warrant liabilities - public warrants $ 4,655,200 $ - $ - $ 4,655,200 Warrant liabilities - private warrants - - 2,414,100 2,414,100 Total $ 4,655,200 $ - $ 2,414,100 $ 7,069,300 The Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were initially and subsequently measured at fair value using a Black-Scholes option pricing model. The subsequent measurement of the Public Warrants as of December 31, 2022, and December 31, 2021, are classified as Level 1 due to the use of an observable market quote in an active market. The Company utilizes a Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized in the statement of earnings. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs. Inherent in the Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on historical volatility of its stock price. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The Company used the modified extension date deadline of August 16, 2023, to determine the estimated life of the warrants. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero. There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2022. There were no transfers between Levels 1, 2 or 3 during the period from April 12, 2021 (inception) through December 31, 2021, other than the transfer of public warrants liabilities from Level 3 to Level 1. The following table provides quantitative information regarding Level 3 fair value measurements inputs for private placement warrants at their measurement dates: Schedule of Fair Value Measurements At At Share price $ 10.45 $ 9.90 Exercise price $ 11.5 $ 11.5 Expected dividend yield 0 % 0 % Expected volatility 2.97 % 24.01 % Risk-free interest rate 4.85 % 0.54 % Expected life (in years) 0.67 0.98 OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 7 - Fair Value Measurements (continued) The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Schedule of Fair Value Warrant Liabilities Private Public Warrant Fair value of Level 3 warrants at January 1, 2022 $ 2,414,100 $ - $ 2,414,100 Change in valuation inputs or other assumptions (2,412,198 ) - (2,412,198 ) Fair value of Level 3 warrants at December 31, 2022 $ 1,902 $ - $ 1,902 The following table presents the changes in the fair value of warrant liabilities: Schedule of Fair Value Warrant Liabilities Private Public Total Fair value as of January 1, 2022 $ 2,414,100 $ 4,655,200 $ 7,069,300 Change in valuation inputs or other assumptions (2,412,198 ) (4,287,200 ) (6,699,398 ) Fair value as of December 31, 2022 $ 1,902 $ 368,000 $ 369,902 |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Shareholders’ Equity | Note 8— Shareholders’ Deficit Shareholders’ Equity Preference Shares 4,000,000 0.0001 no Class A Ordinary Shares 400,000,000 0.0001 1,301,952 11,615,000 1,186,952 11,500,000 Class B Ordinary Shares 40,000,000 0.0001 2,875,000 OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 8—Shareholders’ Deficit (continued) The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Shareholders’ Equity | NOTE 6 – STOCKHOLDERS’ EQUITY Shareholders’ Equity Preferred Stock The Company has authorized the issuance of 50,000,000 0.0000001 10,000,000 25,000,000 15,000,000 In October 2021, the Company redeemed 300,000 225,000 Common Stock The Company has authorized the issuance of 500,000,000 300,000,000 200,000,000 0.0000001 In February 2020, the Company undertook a Regulation A, Tier 2 offering for which it is selling up to 33,333,333 0.30 10,000,000 31,402,755 9,420,827 522,966 1,494,462 448,339 522,966 61,894 18,598 In June 2021, the Company undertook another Regulation A, Tier 2 offering for which it is selling up to 29,173,333 0.75 21,880,000 2,625,446 1,969,085 96,600 3,858,662 2,901,106 15,544 During the year ended December 31, 2021, the Company entered into an agreement with its Executive Chairman to exchange 6,646,667 6,646,667 Warrants In connection with the Regulation A, Tier 2 offerings noted above, the Company engaged StartEngine Primary, LLC (“StartEngine”) to act as its placement agent. For such, StartEngine will receive 7% commissions on proceeds from the offering, and the Company will issue warrants to StartEngine up to a percentage specified within the agreements of the non-voting common stock sold through StartEngine at exercise price consistent with the selling price of the shares in the offering. In December 2020, the Company issued the 1,666,667 0.30 184,000 three years Stock Options On June 4, 2018, the Company’s Board of Directors adopted the Jet Token, Inc. 2018 Stock Option and Grant Plan (the “2018 Plan”). The 2018 Plan provides for the grant of equity awards to employees, and consultants, to purchase shares of the Company’s common stock. As of December 31, 2020, up to 25,000,000 75,000,000 25,000,000 50,000,000 In August 2021, the Company’s Board of Directors adopted the Jet Token Inc. 2021 Stock Plan (the “2021 Plan”). The 2021 plan provides for the grant of equity awards to employees, outside directors, and consultants, including the direct award or sale of shares, stock options, and restricted stock units to purchase shares. As of December 31, 2021, up to 5,000,000 15,000,000 During the year ended December 31, 2021, the Company granted a total of 36,945,357 ten 1,000,000 0.30 0.75 17,495,357 1,450,000 20,048,000 During the year ended December 31, 2022, the Company granted an additional 1,000,000 ten 0.75 522,000 During the year ended December 31, 2022, the Company granted a total of 8,178,000 ten 0.75 1,678,000 4,439,000 A summary of our stock option activity for the years ended December 31, 2022 and 2021, is as follows: Schedule of Option Activity Number of Shares Weighted Weighted Outstanding at December 31, 2020 24,300,000 $ 0.25 - Granted 36,945,357 0.74 - Exercised - - - Expired/Cancelled (50,000 ) - - Outstanding at December 31, 2021 61,195,357 $ 0.54 9.2 Granted 9,178,000 0.75 - Exercised - - - Expired/Cancelled - - - Outstanding at December 31, 2022 70,373,357 $ 0.57 8.3 Exercisable at December 31, 2021 36,521,147 $ 0.50 9.1 Exercisable at December 31, 2022 52,584,463 $ 0.53 8.2 The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The range of input assumptions used by the Company were as follows: Schedule of Estimate the Fair Value of Stock Options 2022 2021 Expected life (years) 6 10 5 10 Risk-free interest rate 1.43% 4.10 % 0.01% 1.43 % Expected volatility 80 % 80 % Annual dividend yield 0 % 0 % The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the Company’s stock options. The expected term of stock options is calculated using the simplified method which takes into consideration the contractual life and vesting terms of the options. The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public company’s common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for options granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. During the years ended December 31, 2022 and 2021, stock-based compensation expense of $ 6,492,653 12,690,373 8,115,000 Restricted Stock Units In August 2021, the Company granted Restricted Stock Units (RSUs) to a contractor. The grant allows the contractor to earn up to 4,813,333 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
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. |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Subsequent Events | NOTE 8 – SUBSEQUENT EVENTS Subsequent Events Subsequent to December 31, 2022, the Company issued an additional approximately 2 0.75 1.5 Subsequent to December 31, 2022, the Company granted a total of 2,000,000 0.75 10 Subsequent to December 31, 2022, the Company formed a 50/50 joint venture subsidiary with Great Western Air LLC dba Cirrus Aviation Services, 380 Software LLC, a Nevada limited liability company. To date, there have been no operations or financial activity. The Company has evaluated subsequent events that occurred after December 31, 2022 through February 23, 2023, the date of these consolidated financial statements were available to be issued, and noted no additional events requiring recognition for disclosure. |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
ORGANIZATION AND NATURE OF OPERATIONS | Note 1— Description of Organization and Business Operations Oxbridge Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 12, 2021. The Company was incorporated for the purpose of effecting a merger, capital stock or share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity for the period from April 12, 2021 (inception) through December 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”) described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company may generate non-operating income in the form of interest income on marketable securities from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is OAC Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on August 11, 2021. On August 16, 2021, the Company consummated its IPO of 10,000,000 10.00 100,000,000 6,624,000 3,500,000 1,500,000 15,000,000 825,000 525,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 5,760,000 warrants to the Sponsor and Maxim Group, LLC (“Maxim”), the underwriter in our Initial Public Offering (the “Private Placement Warrants”), at a price of $ 1.00 per Private Placement Warrant, generating gross proceeds of $ 5,760,000 , which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $ 11.50 per share. Upon the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $ 116,725,000 10.15 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1—Description of Organization and Business Operations (continued) The Company will provide the holders (the “Public Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (anticipated to be approximately $ 11.07 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 and the approval of an ordinary resolution, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, as amended (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholder (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Shareholder have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Amended and Restated Memorandum and Articles of Association provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Company’s Sponsor (the “Initial Shareholder”) officers and directors have agreed not to propose an amendment to Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination by August 16, 2023, as described in more detail in the prospectus for the IPO) (the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 1—Description of Organization and Business Operations (continued) If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $ 100,000 The Initial Shareholder, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholder or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. Maxim has agreed to waive their rights to its deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be approximately $ 11.07 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity and Capital Resources As of December 31, 2022 the Company had cash of approximately $ 212,000 110,000 OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 | |
Jet Ai Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Oxbridge Acquisition Corp. (“Oxbridge”) was incorporated as a Cayman Islands exempted company on April 12, 2021. Oxbridge was incorporated for the purpose of effecting a merger, capital stock or share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Jet Token Inc. was formed on June 4, 2018 (“Inception”) in the State of Delaware and is headquartered in Las Vegas, Nevada. On August 10, 2023 (the “Closing Date”), Oxbridge consummated the business combination transaction (“Business Combination”) pursuant to the Business Combination Agreement and Plan of Reorganization with OXAC Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Oxbridge (“First Merger Sub”), Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a Delaware limited liability company and a direct wholly owned subsidiary of Oxbridge (“Second Merger Sub”), and Jet Token, Inc., a Delaware corporation (“Jet Token”). and immediately changed its name to Jet.AI, Inc. Upon consummation of the Business Combination, the Company has one class of common stock, par value $ 0.0001 Following the closing of the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests in the Second Merger Sub and its subsidiaries, and the stockholders of Jet Token as of immediately prior to the effective time of the First Merger (the “Jet Token Stockholders”) hold a portion of the Company’s common stock, par value $ 0.0001 As a result of and upon the effective time of the Domestication: (a) each then issued and outstanding Class A Ordinary Share of Oxbridge was converted automatically, on a one-for-one basis, into a share of Jet.AI Common Stock; (b) each then issued and outstanding Class B Ordinary Share of Oxbridge was converted automatically, on a one-for-one basis, into a share of Jet.AI Common Stock; (c) each then issued and outstanding Oxbridge Warrant was converted automatically into a warrant to purchase one share of Jet.AI Common Stock pursuant to the Warrant Agreement (“Jet.AI Warrant”); and (d) each then issued and outstanding Oxbridge Unit was converted automatically into a Jet.AI Unit, each consisting of one share of Jet.AI Common Stock and one Jet.AI Warrant. At the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Jet Token Common Stock, including each share of Jet Token Preferred Stock that was converted into shares of Jet Token Common Stock immediately prior to the Effective Time, was cancelled and automatically converted into the right to receive (x) the number of shares of Jet.AI Common Stock equal to the Stock Exchange Ratio of 0.03094529 0.04924242 The Company, directly and indirectly through its subsidiaries, is principally involved in (i) the sale of fractional and whole interests in aircraft, (ii) the sale of jet cards, which enable holders to use certain of the Company’s and other’s aircraft at agreed-upon rates, (iii) the operation of a proprietary booking platform (the “App”), which functions as a prospecting and quoting platform to arrange private jet travel with third party carriers as well as via the Company’s leased and managed aircraft, (iv) direct chartering of its HondaJet aircraft by Cirrus, (v) aircraft brokerage and (vi) service revenue from the monthly management and hourly operation of customer aircraft. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Note 2— Summary of Significant Accounting Policies 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 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 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 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 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 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 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 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 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 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 As of December 31, 2022, there were 1,301,952 1,186,952 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 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 ) Basic 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 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. 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 Any reclassifications of prior year amounts have been made to conform to the current period presentation. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 | |
Jet Ai Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern and Management Plans 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 and 2023. During the next twelve months, the Company intends to fund its operations with capital from its operations, and drawdowns under its GEM share purchase agreement. 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 consolidated balance sheets do not include any adjustments that might result from these uncertainties. Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby Oxbridge is treated as the acquired company and Jet Token is treated as the acquirer (the “Reverse Recapitalization”). Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Jet Token issuing stock for the net assets of Oxbridge, accompanied by a recapitalization. The net assets of Oxbridge were stated at historical cost, with no goodwill or other intangible assets recorded. Jet Token has been determined to be the accounting acquirer in the Business Combination based on the following predominant factors: ● Jet Token’s existing stockholders have the greatest voting interest in the combined entity; ● Jet Token existing stockholders have the ability to nominate a majority of the initial members of the combined entity Board; ● Jet Token’s senior management is the senior management of the combined entity ● Jet Token is the larger entity based on historical operating activity and has the larger employee base; and ● The post-combination company has assumed a Jet Token branded name: “Jet.AI Inc.” Unaudited Interim Financial Statements Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these unaudited consolidated interim financial statements have been included. Such adjustments consist of normal recurring adjustments. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Jet.AI Inc. and its wholly owned subsidiaries, Summerlin Aviation LLC, Jet Token Software Inc., Jet Token Management Inc., Galilee LLC, and Galilee 1 SPV LLC and Cloudrise Ltd. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Jet Token. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. Use of Estimates The preparation of the consolidated 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. The material estimate that is particularly susceptible to significant change in the near-term relate 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. 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. 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, regulations on carbon emissions from aviation and market acceptance of the Company’s business model. These adverse conditions could affect the Company’s financial condition and the results of its operations. 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. Included within cash and cash equivalents is restricted cash of $ 500,000 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’ (deficit) equity upon the completion of an offering or to expense if the offering is not completed. 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 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 September 30, 2023 and December 31, 2022, property and equipment consisted entirely of equipment which is being depreciated over a three 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 September 30, 2023 and December 31, 2022, the Company has capitalized approximately $ 398,000 99,527 99,527 364,925 Investments in Joint Ventures In January 2023, the Company formed a 50/50 joint venture subsidiary with Great Western Air LLC dba Cirrus Aviation Services, 380 Software LLC, a Nevada limited liability company. Costs and profits are to be shared equally. The Company accounts for these investments using the equity method whereby the initial investment is recorded at cost and subsequently adjusted by the Company’s share of income or loss from the joint venture. The Company has made investments in the joint venture totaling $ 100,000 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 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 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% up front. 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 September 30, 2023 and December 31, 2022, the Company deferred $ 1,163,237 933,361 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, generating On Fleet Charter revenue for the Company. Deferred revenue with respect to the App was $ 268,889 The Company utilizes certificated 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 three and nine months ended September 30, 2023 and 2022. SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Software App and On Fleet Charter $ 1,860,795 $ 341,557 $ 4,413,745 $ 1,077,200 Jet Card and Fractional Programs 731,716 568,031 2,090,401 1,373,367 Management and Other Services 774,678 - 1,531,359 - Fractional/Whole Aircraft Sales - 11,000,000 - 17,200,000 Total revenues $ 3,367,189 $ 11,909,588 $ 8,035,505 $ 19,650,567 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 aircraft sales of $ 0 17,200,000 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 Revenues The cost of revenues 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 revenues. 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 revenues. 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 revenues and are reported on an accrual basis. 4. Aircraft Fuel: The cost of aircraft fuel is recognized as an expense in the cost of revenues 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 revenues 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 revenues 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 revenues in the period when they are incurred and are reported on an accrual basis. 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 $ 342,628 273,271 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 The Company accounts for stock awards under ASC 718, Compensation – Stock Compensation. Under ASC 718, stock-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. 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. 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. 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 nine months ended September 30, 2023 and 2022, there were 3,674,488 3,207,125 26,845,591 0 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 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. |
OTHER ASSETS
OTHER ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Jet Ai Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
OTHER ASSETS | NOTE 3 – OTHER ASSETS Other assets consisted of the following: SCHEDULE OF OTHER ASSETS September 30, 2023 December 31, 2022 Deposits $ 108,361 $ 73,226 Lease Maintenance Reserve 689,750 689,750 Total Other Assets $ 798,111 $ 762,976 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended |
Sep. 30, 2023 | |
Jet Ai Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
NOTES PAYABLE | NOTE 4 – NOTES PAYABLE Bridge Agreement On September 11, 2023, the Company entered into a binding term sheet (“Bridge Agreement”) with eight investors whereby the investors purchased from the Company senior secured promissory notes in the aggregate principal amount of $ 625,000 281,250 The Company received net proceeds of $ 500,000 125,000 5 March 11, 2024 The Company is required to redeem the notes with one hundred percent (100%) of the proceeds of any equity or debt financing, on a pro rata basis, at a redemption premium of one hundred and ten percent (110%) of the principal amount of the notes. The Company anticipates redeeming the notes in full with proceeds expected to be received over the next several months from existing financing arrangements. 125,000 20,833 24,095 An event of default under the notes includes failing to redeem the notes as provided above and other typical bankruptcy events of the Company. In an event of default, the outstanding principal of the notes shall increase by one hundred and twenty percent (120%), and investors may convert the notes into common stock of the Company at the lower of (a) the Fixed Conversion Price or (b) the lowest daily volume-weighted average price reported by Bloomberg (“VWAP”) of the Common Stock during the ten (10) business days before the conversion date. If the daily VWAP of the common stock is below $1.00 for ten (10) consecutive trading days, the Conversion Price shall be 95% of the lowest daily VWAP ten (10) days before conversion date. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
COMMITMENTS AND CONTINGENCIES | Note 5— Commitments and Contingencies Registration Rights The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 5—Commitments and Contingencies (continued) Underwriting Agreement The Company granted the underwriters a 45-day option from the final prospectus relating to the IPO to purchase up to 1,500,000 The underwriters were entitled to an underwriting discount of $ 0.20 2.0 2.3 0.35 3.5 4.03 Risks and Uncertainties In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact of this action and related sanctions on the world economy are not determinable as of the date of this Annual Report on Form 10-K and the specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Annual Report on Form 10-K. | |
Jet Ai Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES Operating Lease In November 2021, the Company entered into a leasing arrangement with a third party for an aircraft to be used in the Company’s operations. The lease term is for 60 months, expiring November 2026, and requires monthly lease payments. At any time during the lease term, the Company has the option to purchase the aircraft from the lessor at the aircraft’s fair market value at that time. The lease agreement also requires the Company to hold a liquidity reserve of $ 500,000 690,000 70,500 On April 4, 2022, the Company entered into an additional leasing arrangement with a third party for an aircraft to be used in the Company’s operations, substantially identical to the terms of the November 2021 agreement. The lease term was for 60 months, expiring April 4, 2027, and required monthly lease payments. At any time during the lease term, the Company had the option to purchase the aircraft from the lessor at the aircraft’s fair market value at that time. The lease agreement also required the Company to maintain its existing liquidity reserve of $ 500,000 690,000 Total lease expense for the nine months ended September 30, 2023 and 2022 was $ 871,409 548,049 Right-of-use lease assets and lease liabilities for our operating lease was recorded in the consolidated balance sheet as follows: SCHEDULE OF OPERATING LEASE RIGHT OF USE OF ASSETS AND LIABILITIES September 30, Operating lease right-of-use asset $ 2,576,036 Accumulated amortization (874,884 ) Net balance $ 1,701,152 Lease liability, current portion $ 506,228 Lease liability, long-term 1,150,274 Total operating lease liabilities $ 1,656,502 As of September 30, 2023, the weighted average remaining lease term was 3.3 3 As of September 30, 2023, future minimum required lease payments due under the non-cancellable operating lease are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2023 $ 274,500 2024 549,000 2025 549,000 2026 503,250 Total future minimum lease payments 1,875,750 Less imputed interest (219,248 ) Maturities of lease liabilities $ 1,656,502 Share Purchase Agreement Jet Token executed a Share Purchase Agreement, dated as of August 4, 2022, with GEM Yield LLC SCS and GEM Yield Bahamas Limited (together with GEM Yield LLC SCS, “GEM”), which was automatically assumed by the Company in connection with the Business Combination. In connection with the Business Combination, the Company has the right to periodically issue and sell to GEM, and GEM has agreed to purchase, up to $ 40,000,000 In consideration for these services, the Company has agreed to pay GEM a commitment fee equal to $ 800,000 2,179,447 8.60 three years The Company has also entered into a Registration Rights Agreement with GEM, obligating the Company to file a registration statement with respect to resales of the shares of common stock issuable to GEM under the Share Purchase Agreement and upon exercise of the warrant. Because such registration statement was not declared effective by October 23, 2023 (the “Effectiveness Deadline”), the Company must pay to GEM an amount equal to $ 10,000 300,000 On October 23, 2023, the Company entered into a warrant amendment agreement, retroactively effective as of August 10, 2023 (the “GEM Warrant Amendment”). The GEM Warrant Amendment provides that GEM can elect to limit the exercisability of its warrant (the “GEM Warrant”) to purchase shares of the Company’s common stock, par value $ 0.0001 4.99 Forward Purchase Agreement On August 6, 2023, Oxbridge entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP and MSTO, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. For purposes of the Forward Purchase Agreement, Oxbridge is referred to as the “Counterparty” prior to the consummation of the Business Combination, while Jet.AI is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement. Pursuant to the terms of the Forward Purchase Agreement, the Seller intended, but was not obligated, to purchase up to 1,186,952 0.0001 9.9 9.9 The Forward Purchase Agreement provided for a prepayment shortfall in an amount in U.S. dollars equal to $ 1,250,000 6.00 100 100 The Forward Purchase Agreement provided that the Seller would be paid directly an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product of (i) the number of shares as set forth in a Pricing Date Notice and (ii) the redemption price per share as defined in Article 49.5 of Oxbridge’s Amended and Restated Memorandum and Articles of Association, effective as of August 11, 2021, as amended from time to time (the “Initial Price”), less (y) the Prepayment Shortfall. The Seller agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under Oxbridge’s Amended and Restated Memorandum and Articles of Association that would require redemption by Oxbridge. Such waiver reduced the number of Oxbridge Shares redeemed in connection with the Business Combination, which may have altered the perception of the potential strength of the Business Combination. The shares initially held by Seller consisted of 663,556 Seller purchased 247,756 10.00 50,000 under the Forward Purchase Agreement and are not subject to the terms of the Forward Purchase Agreement, meaning that is free to sell such shares and retain all proceeds therefrom. Netting out the Share Consideration, the total “Number of Shares” initially subject to the terms of the Forward Purchase Agreement was 861,312 613,556 247,756 7.4 $ 6,805,651 under the Forward Purchase Agreement, net of the aggregate purchase price of the total number of Additional Shares issued to under the FPA Funding Amount PIPE Subscription Agreement; and paid the Company one-half (1/2) of the Prepayment Shortfall, or $ 625,000 On August 31, 2023 and October 2, 2023, the Company entered into an amendment and a second amendment, respectively (together, the “Amendments”) to its Forward Purchase Agreement. The combined effect of the Amendments was to: ● increase the total number of additional shares Seller purchased from the Company under an FPA Funding Amount PIPE Subscription Agreement to 548,127 ● provide payment to the Company of “Future Shortfall” amounts totaling $ 550,000 1,175,000 ● increase the total share consideration to Seller to 275,000 ● reduce the remaining number of Recycled Shares to 296,518 ● increase the number of shares subject to the Forward Purchase Agreement to 994,645 ● extend the “Valuation Date” to the two year anniversary of the Closing of the Business Combination, or earlier at the discretion of Seller and upon notice to the Company. The Forward Purchase Agreement, as amended, provides for a cash settlement following the Valuation Date, at which time Seller is obligated to pay the Company an amount equal to the “Number of Shares” subject to the Forward Purchase Agreement (provided such Shares are registered for resale or freely transferrable pursuant to an exemption from registration) multiplied by a per share price reflecting the Company’s volume weighted average trading price over a number of days following the Valuation Date, subject to alternate calculations in certain circumstances. At settlement, the Company is obligated to pay Seller a settlement adjustment of $ 2.00 9.9 The Forward Purchase Agreement is recorded as a freestanding equity-linked financial instrument classified as equity under ASC 815-40 and $( 250,000 FPA Funding Amount PIPE Subscription Agreements On August 6, 2023, Oxbridge entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement” ) Pursuant to the FPA Funding PIPE Subscription Agreement, Seller agreed to subscribe for and purchase, and Oxbridge agreed to issue and sell to Seller, on the Closing Date, an aggregate of up to 1,186,952 Maxim Settlement Agreement On August 10, 2023, the Company entered into a settlement agreement (“Maxim Settlement Agreement”) with Maxim Group LLC, the underwriter for the Company’s initial public offering (“Maxim”). Pursuant to the Maxim Settlement Agreement, the Company issued 270,000 1,127 1,127,000 10.0 15 Sponsor Settlement Agreement On August 10, 2023, the Company entered into a settlement agreement (“Sponsor Settlement Agreement”) with Sponsor. Pursuant to the Sponsor Settlement Agreement, the Company issued 575 575,000 10.0 15 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
STOCKHOLDERS’ EQUITY | Note 8— Shareholders’ Deficit Shareholders’ Equity Preference Shares 4,000,000 0.0001 no Class A Ordinary Shares 400,000,000 0.0001 1,301,952 11,615,000 1,186,952 11,500,000 Class B Ordinary Shares 40,000,000 0.0001 2,875,000 OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 8—Shareholders’ Deficit (continued) The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% | |
Jet Ai Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Common Stock and Preferred Stock The Amended and Restated Certificate of Incorporation of the Company dated August 10, 2023 authorized the issuance of 59,000,000 55,000,000 0.0001 4,000,000 0.0001 1,702 Upon the consummation of the Business Combination, 4,523,167 7,196,375 3,284,488 148,950 237,030 15.00 5,760,000 11.50 In addition, in connection with the Business Combination, the Jet.AI Board adopted the Omnibus Incentive Plan in order to facilitate the grant of equity awards to attract, retain and incentivize employees (including the named executive officers), independent contractors and directors of Jet.AI Inc. and its affiliates, which is essential to Jet.AI Inc.’s long term success. The Omnibus Incentive Plan is a continuation of the 2018 Plan and 2021 Plan, which were assumed from Jet Token and amended, restated and re-named into the form of the Omnibus Incentive Plan effective as of the consummation of the Business Combination. In February 2020, the Company undertook a Regulation A, Tier 2 offering for which it sought to sell up to 1,031,510 9.69 10,000,000 1,915 18,598 In June 2021, the Company undertook another Regulation A, Tier 2 offering for which it sought to sell up to 902,777 24 21,880,000 100,074 2,432,481 65,960 1,598,630 6,724 Stock Options In connection with the Business Combination, the Company adopted the 2023 . The 2023 Omnibus Incentive Plan provides for the grant of equity awards to employees, outside directors, and consultants, including the direct award or sale of shares, stock options, and restricted stock units to purchase shares. The 2023 Jet Token’s 2023 3,674,488 6.16 3,284,488 4,329 On June 4, 2018, the Company’s Board of Directors adopted the Jet.AI, Inc. 2018 Stock Option and Grant Plan (the “2018 Plan”). The 2018 Plan provides for the grant of equity awards to employees, non-employee directors and consultants, to purchase shares of the Company’s common stock. As of December 31, 2020, up to 773,632 2,320,897 In August 2021, the Company’s Board of Directors adopted the Jet Token Inc. 2021 Stock Plan (the “2021 Plan”). The 2021 plan provides for the grant of equity awards to employees, outside directors, and consultants, including the direct award or sale of shares, stock options, and restricted stock units to purchase shares. Up to 154,726 464,179 During the nine months ended September 30, 2022, the Company granted a total of 274,732 ten 10.42 42,643 remaining options vest in monthly tranches over a three-year period 4,774,000 During the nine months ended September 30, 2023, the Company granted a total of 458,080 stock options to purchase common stock to various employees, advisors and consultants. The options have a ten -year life and have exercise prices ranging from $ 2.50 to $ 10.42 . 35,000 of the options were immediately vested on the grant date, 6,189 three -year period. The options had a grant date fair value of approximately $2,334,000 , which will be recognized over the vesting period. The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The range of input assumptions used by the Company were as follows: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS September 30, 2023 December 31, 2022 Expected life (years) 6 10 6 10 Risk-free interest rate 3.55 3.94 % 1.43 4.10 % Expected volatility 90 % 80 % Annual dividend yield 0 % 0 % Per share grant date fair value $ 4.61 $ 17.47 The Company recognizes stock option forfeitures as they occur as there is insufficient historical data to accurately determine future forfeitures rates. The risk-free interest rate assumption for options granted is based upon observed interest rates on the United States government securities appropriate for the expected term of the Company’s stock options. The expected term of stock options is calculated using the simplified method which takes into consideration the contractual life and vesting terms of the options. The Company determined the expected volatility assumption for options granted using the historical volatility of comparable public company’s common stock. The Company will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants, until such time that the Company’s common stock has enough market history to use historical volatility. The dividend yield assumption for options granted is based on the Company’s history and expectation of dividend payouts. The Company has never declared or paid any cash dividends on its common stock, and the Company does not anticipate paying any cash dividends in the foreseeable future. During the nine months ended September 30, 2023 and 2022, stock-based compensation expense of $ 4,143,188 4,431,350 6,196,000 Restricted Stock Units In August 2021, the Company granted Restricted Stock Units (RSUs) to a contractor. The grant allows the contractor to earn up to 148,950 1,280,970 |
RELATED PARTY TRANSACTIONS_2
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
RELATED PARTY TRANSACTIONS | Note 4— Related Party Transactions Founder Shares On April 12, 2021, the Sponsor paid $ 25,000 0.009 2,875,000 0.0001 The Initial Shareholder have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup. Private Placement Warrants Simultaneously with the closing of the IPO, the Company consummated the Private Placement of an 5,760,000 1.00 5,760,000 Certain proceeds from the Private Placement Warrants were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. OXBRIDGE ACQUISITION CORP. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2022 Note 4—Related Party Transactions (continued) Related Party Loans On April 19, 2021, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 195,175 Working Capital Loans In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, other Initial Shareholder, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 1.00 Administrative Services Agreement Commencing on the effective date of the Company’s IPO, the Company agreed to pay its Sponsor a total of up to $ 10,000 100,000 50,000 Extension Amendment Proposal and Promissory Note On November 9, 2022, the Company held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the Company’s shareholders were presented the proposals to extend the date by which the Company must consummate a business combination (the “Termination Date”) from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors) by amending the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension Amendment Proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”) was approved. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on November 11, 2022. In connection with the vote to approve the Extension Amendment Proposal, the holders of 10,313,048 10.22 105,424,960 The sponsor has agreed to contribute to us a loan of $ 575,000 575,000 The Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of an initial business combination, or (b) the date of the liquidation of the Company. | |
Jet Ai Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS From time to time, related parties make payments on the Company’s behalf or advance cash to the Company for operating costs which require repayment. Such transactions are considered short-term advances and non-interest bearing. During the nine months ended September 30, 2023 and 2022, the Company’s Founder and Executive Chairman advanced a total of $ 0 72,000 0 242,196 no See Note 4 for discussion of the Bridge Agreement entered into with related parties. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Jet Ai Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 8 – FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of the Company’s financial instruments, which consist of cash and cash equivalents, accounts receivable, accounts payable, and notes payable approximate fair value due to their short-term nature. |
DEFERRED REVENUE
DEFERRED REVENUE | 9 Months Ended |
Sep. 30, 2023 | |
Jet Ai Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
DEFERRED REVENUE | NOTE 9 – DEFERRED REVENUE Changes in deferred revenue for the nine months ended September 30, 2023 were as follows: SCHEDULE OF DEFERRED REVENUE Deferred revenue as of December 31, 2022 $ 933,361 Amounts deferred during the period 2,507,806 Revenue recognized from amounts included in the deferred revenue beginning balance (592,171 ) Revenue from current period sales (1,416,870 ) Deferred revenue as of September 30, 2023 $ 1,432,126 |
SUBSEQUENT EVENTS_2
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
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. | |
Jet Ai Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
SUBSEQUENT EVENTS | NOTE 10 – SUBSEQUENT EVENTS See Note 5 for discussion of subsequent amendments to the Share Purchase Agreement and Forward Purchase Agreement in October 2023. The Company has evaluated subsequent events that occurred after September 30, 2023 through November 20, 2023, the date of these consolidated financial statements were available to be issued, and noted no additional events requiring recognition for disclosure. |
Other Assets_2
Other Assets | 12 Months Ended |
Dec. 31, 2022 | |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Other Assets | NOTE 3 – OTHER ASSETS Other Assets Other assets consisted of the following: Schedule of Other Assets 2022 2021 Aircraft Deposit $ - $ 350,000 Deposits 73,226 13,714 Lease Maintenance Reserve 689,750 689,750 Lease Financing Costs - 69,325 Total Other Assets $ 762,976 $ 1,122,789 During 2020, the Company entered and executed an Aircraft purchase agreement with certain terms and conditions under which it made two payments in the amounts of $ 450,000 150,000 250,000 250,000 The Company also entered and executed an Aircraft management and charter service agreement. The Company made an operating deposit of $ 50,000 50,000 |
Note Payable
Note Payable | 12 Months Ended |
Dec. 31, 2022 | |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Note Payable | NOTE 4 – NOTE PAYABLE Note Payable In May 2020, the Company received a loan in the amount of $ 121,000 1% On February 2021, the Company received a loan in the amount of $ 86,360 1% In July 2021, the Company entered into a loan agreement with StartEngine Primary, LLC, a service provider of the Company. The agreement allows for advances up to an aggregate amount of $ 500,000 452,000 194,727 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
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 and Management Plans | 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 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 ) Basic 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] | |
Restructuring Cost and Reserve [Line Items] | |
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 and Management Plans | Going Concern and Management Plans 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 we incur 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 61,195,357 1,666,667 1,666,667 19,509,718 19,809,718 |
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 our 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, blockchain asset regulations by authorities, 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. |
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 |
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 |
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 1) identifies the contract with the customer, 2) identifies the performance obligations in the contract, 3) determines the transaction price, 4) determines if an allocation of that transaction price is required given the performance obligations under the contract, and 5) recognizes revenue when or as the companies satisfies a performance obligation. The Company generates/intends to generate revenue from three primary sources: a fractional ownership program, jet card programs, and ad hoc charter through the Jet Token App. Under the fractional ownership program, a customer can purchase an ownership share in a jet which guarantees the customer access to the jet for a preset number of hours per year and provides all the benefits of plane ownership at a fraction of the cost. 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 fractional ownership program consists of an initial buy-in or upfront fee and a fixed hourly rate for flight hours. Alternatively, the jet card program consists of a fixed hourly rate for flight hours typically paid 100% upfront. The Company also generates revenues from individual ad hoc charter bookings processed through our 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. Revenue is recognized upon transfer of control of our 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. Revenues from the sale of fractional or whole interests in an aircraft is recognized at the time title to the aircraft is transferred to the purchasers, which generally occurs upon delivery or ownership transfer. The Company defers revenue in all instances when the earnings process is not yet complete. As of December 31, 2022, the Company deferred $ 933,361 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 Jet card and charter programs $ 4,662,728 $ 1,112,195 Fractional/Whole Aircraft Sales 17,200,000 - Revenues $ 21,862,728 $ 1,112,195 |
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. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
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. | |
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. | |
Fair Value of 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. | |
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 | |
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. | |
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 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 ) Basic 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) | |
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 | |
Jet Ai Inc [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Going Concern and Management Plans | Going Concern and Management Plans 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 and 2023. During the next twelve months, the Company intends to fund its operations with capital from its operations, and drawdowns under its GEM share purchase agreement. 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 consolidated balance sheets do not include any adjustments that might result from these uncertainties. | |
Basis of Presentation | Basis of Presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements herein. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby Oxbridge is treated as the acquired company and Jet Token is treated as the acquirer (the “Reverse Recapitalization”). Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Jet Token issuing stock for the net assets of Oxbridge, accompanied by a recapitalization. The net assets of Oxbridge were stated at historical cost, with no goodwill or other intangible assets recorded. Jet Token has been determined to be the accounting acquirer in the Business Combination based on the following predominant factors: ● Jet Token’s existing stockholders have the greatest voting interest in the combined entity; ● Jet Token existing stockholders have the ability to nominate a majority of the initial members of the combined entity Board; ● Jet Token’s senior management is the senior management of the combined entity ● Jet Token is the larger entity based on historical operating activity and has the larger employee base; and ● The post-combination company has assumed a Jet Token branded name: “Jet.AI Inc.” | |
Unaudited Interim Financial Statements | Unaudited Interim Financial Statements Certain information and disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these unaudited consolidated interim financial statements have been included. Such adjustments consist of normal recurring adjustments. The results of operations for the nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the full year. | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Jet.AI Inc. and its wholly owned subsidiaries, Summerlin Aviation LLC, Jet Token Software Inc., Jet Token Management Inc., Galilee LLC, and Galilee 1 SPV LLC and Cloudrise Ltd. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated assets, liabilities, and results of operations prior to the Reverse Recapitalization are those of Jet Token. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio established in the Business Combination. | |
Use of Estimates | Use of Estimates The preparation of the consolidated 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. The material estimate that is particularly susceptible to significant change in the near-term relate 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. | |
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. | |
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, regulations on carbon emissions from aviation and market acceptance of the Company’s business model. These adverse conditions could affect the Company’s financial condition and the results of its operations. | |
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. Included within cash and cash equivalents is restricted cash of $ 500,000 | |
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’ (deficit) 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 September 30, 2023 and December 31, 2022, property and equipment consisted entirely of equipment which is being depreciated over a three | |
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 September 30, 2023 and December 31, 2022, the Company has capitalized approximately $ 398,000 99,527 99,527 364,925 | |
Investments in Joint Ventures | Investments in Joint Ventures In January 2023, the Company formed a 50/50 joint venture subsidiary with Great Western Air LLC dba Cirrus Aviation Services, 380 Software LLC, a Nevada limited liability company. Costs and profits are to be shared equally. The Company accounts for these investments using the equity method whereby the initial investment is recorded at cost and subsequently adjusted by the Company’s share of income or loss from the joint venture. The Company has made investments in the joint venture totaling $ 100,000 | |
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% up front. 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 September 30, 2023 and December 31, 2022, the Company deferred $ 1,163,237 933,361 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, generating On Fleet Charter revenue for the Company. Deferred revenue with respect to the App was $ 268,889 The Company utilizes certificated 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 three and nine months ended September 30, 2023 and 2022. SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Software App and On Fleet Charter $ 1,860,795 $ 341,557 $ 4,413,745 $ 1,077,200 Jet Card and Fractional Programs 731,716 568,031 2,090,401 1,373,367 Management and Other Services 774,678 - 1,531,359 - Fractional/Whole Aircraft Sales - 11,000,000 - 17,200,000 Total revenues $ 3,367,189 $ 11,909,588 $ 8,035,505 $ 19,650,567 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 aircraft sales of $ 0 17,200,000 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 Revenues The cost of revenues 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 revenues. 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 revenues. 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 revenues and are reported on an accrual basis. 4. Aircraft Fuel: The cost of aircraft fuel is recognized as an expense in the cost of revenues 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 revenues 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 revenues 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 revenues 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 $ 342,628 273,271 | |
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, stock-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. | |
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. 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. | |
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 nine months ended September 30, 2023 and 2022, there were 3,674,488 3,207,125 26,845,591 0 | |
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 | |
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. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Basic and Diluted Net Loss Per Share | 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 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 ) Basic net earnings (loss) per ordinary share $ 0.546 $ 0.546 $ (0.244 ) $ (0.244 ) |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Breakout of Revenue | 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 Jet card and charter programs $ 4,662,728 $ 1,112,195 Fractional/Whole Aircraft Sales 17,200,000 - Revenues $ 21,862,728 $ 1,112,195 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value Liabilities Measured on Recurring Basis | The following table presents information about the Company’s financial liabilities that are measured at fair value on a recurring basis as of the initial issuance date, December 31, 2022 and 2021, by level within the fair value hierarchy: Schedule of Fair Value Liabilities Measured on Recurring Basis Fair Value Measurements Using At December 31, 2022 (Level 1) (Level 2) (Level 3) Total Description Liabilities: Warrant liabilities - public warrants $ 368,000 $ - $ - $ 368,000 Warrant liabilities - private warrants - - 1,902 1,902 Total $ 368,000 $ - $ 1,902 $ 369,902 Fair Value Measurements Using At December 31, 2021 (Level 1) (Level 2) (Level 3) Total Description Liabilities: Warrant liabilities - public warrants $ 4,655,200 $ - $ - $ 4,655,200 Warrant liabilities - private warrants - - 2,414,100 2,414,100 Total $ 4,655,200 $ - $ 2,414,100 $ 7,069,300 |
Schedule of Fair Value Measurements | The following table provides quantitative information regarding Level 3 fair value measurements inputs for private placement warrants at their measurement dates: Schedule of Fair Value Measurements At At Share price $ 10.45 $ 9.90 Exercise price $ 11.5 $ 11.5 Expected dividend yield 0 % 0 % Expected volatility 2.97 % 24.01 % Risk-free interest rate 4.85 % 0.54 % Expected life (in years) 0.67 0.98 |
Schedule of Fair Value Warrant Liabilities | The following table presents the changes in the fair value of warrant liabilities: Schedule of Fair Value Warrant Liabilities Private Public Total Fair value as of January 1, 2022 $ 2,414,100 $ 4,655,200 $ 7,069,300 Change in valuation inputs or other assumptions (2,412,198 ) (4,287,200 ) (6,699,398 ) Fair value as of December 31, 2022 $ 1,902 $ 368,000 $ 369,902 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Fair Value Warrant Liabilities | The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified as Level 3: Schedule of Fair Value Warrant Liabilities Private Public Warrant Fair value of Level 3 warrants at January 1, 2022 $ 2,414,100 $ - $ 2,414,100 Change in valuation inputs or other assumptions (2,412,198 ) - (2,412,198 ) Fair value of Level 3 warrants at December 31, 2022 $ 1,902 $ - $ 1,902 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Jet Ai Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY | The following is a breakout of revenue components by subcategory for the three and nine months ended September 30, 2023 and 2022. SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY 2023 2022 2023 2022 Three Months Ended Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Software App and On Fleet Charter $ 1,860,795 $ 341,557 $ 4,413,745 $ 1,077,200 Jet Card and Fractional Programs 731,716 568,031 2,090,401 1,373,367 Management and Other Services 774,678 - 1,531,359 - Fractional/Whole Aircraft Sales - 11,000,000 - 17,200,000 Total revenues $ 3,367,189 $ 11,909,588 $ 8,035,505 $ 19,650,567 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Jet Ai Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF OTHER ASSETS | Other assets consisted of the following: SCHEDULE OF OTHER ASSETS September 30, 2023 December 31, 2022 Deposits $ 108,361 $ 73,226 Lease Maintenance Reserve 689,750 689,750 Total Other Assets $ 798,111 $ 762,976 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) - Jet Ai Inc [Member] | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF OPERATING LEASE RIGHT OF USE OF ASSETS AND LIABILITIES | SCHEDULE OF OPERATING LEASE RIGHT OF USE OF ASSETS AND LIABILITIES September 30, Operating lease right-of-use asset $ 2,576,036 Accumulated amortization (874,884 ) Net balance $ 1,701,152 Lease liability, current portion $ 506,228 Lease liability, long-term 1,150,274 Total operating lease liabilities $ 1,656,502 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | As of September 30, 2023, future minimum required lease payments due under the non-cancellable operating lease are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2023 $ 274,500 2024 549,000 2025 549,000 2026 503,250 Total future minimum lease payments 1,875,750 Less imputed interest (219,248 ) Maturities of lease liabilities $ 1,656,502 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Jet Ai Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS | The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The range of input assumptions used by the Company were as follows: SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS September 30, 2023 December 31, 2022 Expected life (years) 6 10 6 10 Risk-free interest rate 3.55 3.94 % 1.43 4.10 % Expected volatility 90 % 80 % Annual dividend yield 0 % 0 % Per share grant date fair value $ 4.61 $ 17.47 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Jet Ai Inc [Member] | |
Restructuring Cost and Reserve [Line Items] | |
SCHEDULE OF DEFERRED REVENUE | Changes in deferred revenue for the nine months ended September 30, 2023 were as follows: SCHEDULE OF DEFERRED REVENUE Deferred revenue as of December 31, 2022 $ 933,361 Amounts deferred during the period 2,507,806 Revenue recognized from amounts included in the deferred revenue beginning balance (592,171 ) Revenue from current period sales (1,416,870 ) Deferred revenue as of September 30, 2023 $ 1,432,126 |
Other Assets (Tables)_2
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Jet Token, Inc. [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Other Assets | Other assets consisted of the following: Schedule of Other Assets 2022 2021 Aircraft Deposit $ - $ 350,000 Deposits 73,226 13,714 Lease Maintenance Reserve 689,750 689,750 Lease Financing Costs - 69,325 Total Other Assets $ 762,976 $ 1,122,789 |
Note Payable (Tables)
Note Payable (Tables) - Jet Token, Inc. [Member] | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of Future Minimum Lease Payments | As of December 31, 2022, future minimum required lease payments due under the non-cancellable operating lease are as follows: Schedule of Future Minimum Lease Payments 2023 $ 549,000 2024 549,000 2025 549,000 2026 503,250 Total future minimum lease payments $ 2,150,250 Less imputed interest (123,907 ) Maturities of lease liabilities $ 2,026,343 |
Schedule of Option Activity | A summary of our stock option activity for the years ended December 31, 2022 and 2021, is as follows: Schedule of Option Activity Number of Shares Weighted Weighted Outstanding at December 31, 2020 24,300,000 $ 0.25 - Granted 36,945,357 0.74 - Exercised - - - Expired/Cancelled (50,000 ) - - Outstanding at December 31, 2021 61,195,357 $ 0.54 9.2 Granted 9,178,000 0.75 - Exercised - - - Expired/Cancelled - - - Outstanding at December 31, 2022 70,373,357 $ 0.57 8.3 Exercisable at December 31, 2021 36,521,147 $ 0.50 9.1 Exercisable at December 31, 2022 52,584,463 $ 0.53 8.2 |
Schedule of Estimate the Fair Value of Stock Options | The Company estimates the fair value of stock options that contain service and/or performance conditions using the Black-Scholes option pricing model. The range of input assumptions used by the Company were as follows: Schedule of Estimate the Fair Value of Stock Options 2022 2021 Expected life (years) 6 10 5 10 Risk-free interest rate 1.43% 4.10 % 0.01% 1.43 % Expected volatility 80 % 80 % Annual dividend yield 0 % 0 % |
Description of Organization a_2
Description of Organization and Business Operations (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Aug. 16, 2021 | Apr. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of initial public offering | $ 111,575,715 | |||
Deferred underwritting commissions | 4,025,000 | $ 4,025,000 | ||
Stock price per share | $ 11.07 | |||
Proceeds from Issuance of Private Placement | $ 5,760,000 | |||
Business combination description | The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). | |||
Minimum net tangible asset upon consummation of business combination | $ 5,000,001 | |||
Interest on dissolution expenses | 100,000 | |||
Cash | 212,000 | |||
Working capital deficit | $ 110,000 | |||
Private Placement Warrants [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 5,760,000 | |||
Stock price per share | $ 1 | |||
Proceeds from Issuance of Private Placement | $ 5,760,000 | $ 5,760,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 1 | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, number of shares issued in transaction | 10,000,000 | |||
Share price | $ 10 | $ 11.07 | ||
Proceeds from issuance of initial public offering | $ 100,000,000 | |||
Payments of stock issuance costs | 6,624,000 | |||
Deferred underwritting commissions | $ 3,500,000 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 10 | |||
Proceeds from issuance of initial public offering | $ 15,000,000 | |||
Payments of stock issuance costs | 825,000 | |||
Deferred underwritting commissions | $ 525,000 | |||
Number of shares purchased | 1,500,000 | |||
Trust Account [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 10.15 | |||
Proceeds from issuance of initial public offering | $ 116,725,000 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | |
Allocation of net earnings (loss) | $ (3,541,872) | $ 7,175,980 | ||||
Basic weighted average shares outstanding | 7,018,212 | 4,424,267 | 5,354,931 | 4,398,303 | 14,490,000 | 13,133,764 |
Diluted weighted average shares outstanding | 7,018,212 | 4,424,267 | 5,354,931 | 4,398,303 | 14,490,000 | 13,133,764 |
Basic net earnings (loss) per ordinary share | $ (0.61) | $ (0.45) | $ (1.77) | $ (1.09) | $ (0.244) | $ 0.546 |
Diluted net earnings (loss) per ordinary share | $ (0.61) | $ (0.45) | $ (1.77) | $ (1.09) | $ (0.244) | $ 0.546 |
Common Class A [Member] | ||||||
Allocation of net earnings (loss) | $ (2,839,120) | $ 5,605,148 | ||||
Basic weighted average shares outstanding | 11,615,000 | 10,258,764 | ||||
Diluted weighted average shares outstanding | 11,615,000 | 10,258,764 | ||||
Basic net earnings (loss) per ordinary share | $ (0.244) | $ 0.546 | ||||
Diluted net earnings (loss) per ordinary share | $ (0.244) | $ 0.546 | ||||
Common Class B [Member] | ||||||
Allocation of net earnings (loss) | $ (702,753) | $ 1,570,832 | ||||
Basic weighted average shares outstanding | 2,875,000 | 2,875,000 | ||||
Diluted weighted average shares outstanding | 2,875,000 | 2,875,000 | ||||
Basic net earnings (loss) per ordinary share | $ (0.244) | $ 0.546 | ||||
Diluted net earnings (loss) per ordinary share | $ (0.244) | $ 0.546 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |||
Aug. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 01, 2022 | |
Cash equivalents, at carrying value | $ 212,000 | |||
FDIC insured amount | 250,000 | |||
Jet Token, Inc. [Member] | ||||
FDIC insured amount | $ 250,000 | |||
Property and equipment, useful life | 3 years | |||
Capitalized computer software | $ 398,000 | $ 398,000 | ||
Amortization expense | 132,702 | 132,696 | ||
Accumulated amortization | 265,398 | |||
Deferred revenue | $ 933,361 | |||
NOL carryovers limitation | 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 | |||
Deferred tax assets | $ 1,465,000 | 1,213,000 | ||
Deferred tax assets, net operating losses | 6,980,000 | 5,778,000 | ||
Increase in valuation allowance | 260,000 | $ 694,000 | ||
Operating lease liabilities | $ 2,026,343 | $ 2,506,711 | ||
Jet Token, Inc. [Member] | Share-Based Payment Arrangement, Option [Member] | ||||
Convertible preferred shares | 70,373,357 | 61,195,357 | ||
Jet Token, Inc. [Member] | Warrant [Member] | ||||
Convertible preferred shares | 1,666,667 | 1,666,667 | ||
Jet Token, Inc. [Member] | Convertible Preferred Stock [Member] | ||||
Convertible preferred shares | 19,509,718 | 19,809,718 | ||
Common Class A [Member] | ||||
Common stock shares issued and outstanding | 1,301,952 | |||
Common stock, shares redemption | 1,186,952 | 11,500,000 | ||
Private Placement Warrants [Member] | ||||
Number of warrants issued | 5,760,000 | 5,760,000 | ||
IPO [Member] | ||||
Number of warrants issued | 17,260,000 | 17,260,000 | ||
Private Placement [Member] | ||||
Number of warrants issued | 11,500,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Aug. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Sep. 30, 2023 | |
Proceeds from issuance initial public offering | $ 111,575,715 | |||
Deferred underwriting commissions | $ 4,025,000 | $ 4,025,000 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Public Warrant [Member] | ||||
Common stock par value | 11.50 | |||
IPO [Member] | ||||
Sale of stock | 10,000,000 | |||
Share price | $ 10 | $ 11.07 | ||
Proceeds from issuance initial public offering | $ 100,000,000 | |||
Payments of stock issuance costs | 6,624,000 | |||
Deferred underwriting commissions | $ 3,500,000 | |||
Over-Allotment Option [Member] | ||||
Share price | $ 10 | |||
Proceeds from issuance initial public offering | $ 15,000,000 | |||
Payments of stock issuance costs | 825,000 | |||
Deferred underwriting commissions | $ 525,000 | |||
Number of shares purchased | 1,500,000 | |||
Over-Allotment Option [Member] | Maximum [Member] | ||||
Number of shares purchased | 1,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||||
Nov. 09, 2022 | Aug. 16, 2021 | Apr. 19, 2021 | Apr. 13, 2021 | Apr. 12, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Nov. 14, 2022 | |
Related Party Transaction [Line Items] | |||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | |||||||||
Proceeds from private placement | $ 5,760,000 | ||||||||||
Working Capital Loans Warrant [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Loans convertible into warrants | $ 1,500,000 | ||||||||||
Price of warrants (in dollars per share) | $ 1 | ||||||||||
Private Placement Warrants [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of warrants issued | 5,760,000 | ||||||||||
Exercise price of warrants | $ 11.50 | $ 1 | |||||||||
Proceeds from private placement | $ 5,760,000 | $ 5,760,000 | |||||||||
Business Combination [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Business combination, reason for business combination | one year after the completion of the initial Business Combination or (ii) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup. | ||||||||||
Jet Token, Inc. [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Purchase price, per unit | $ 0.75 | $ 0.75 | $ 0.75 | ||||||||
Common stock par value | $ 0.00 | $ 0.00 | $ 0.00 | $ 0.00 | |||||||
Number of shares exercised | 1,000,000 | ||||||||||
Repayments of short term debt | $ 42,000 | $ 200,196 | |||||||||
Loans payable | $ 0 | $ 0 | $ 242,196 | $ 0 | |||||||
Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Common Class A [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Number of shares exercised | 10,313,048 | ||||||||||
Redemption price per share | $ 10.22 | ||||||||||
Redemption amount | $ 105,424,960 | ||||||||||
Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Extension loan amount | $ 575,000 | ||||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Notes payable | $ 300,000 | ||||||||||
Repayments of debt | $ 195,175 | ||||||||||
Aggregate principal amount | $ 575,000 | ||||||||||
Related Party [Member] | Jet Token, Inc. [Member] | Executive Chairman [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Due to related parties | $ 200,196 | $ 200,196 | $ 0 | $ 200,196 | |||||||
Founder Shares [Member] | Sponsor [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments from related party | $ 25,000 | ||||||||||
Purchase price, per unit | $ 0.009 | ||||||||||
Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Number of shares issued | 2,875,000 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Administrative Support Agreement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments to related party | $ 10,000 | $ 50,000 | $ 100,000 |
Commitments and Contingencies_3
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 04, 2022 | Nov. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Product Liability Contingency [Line Items] | ||||
Number of purchase shares | 1,500,000 | |||
Underwriting cash discount per unit | $ 0.35 | |||
Aggregate payable | $ 3,500,000 | |||
Jet Token, Inc. [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Operating lease expense | $ 863,824 | $ 90,165 | ||
Lease Agreement [Member] | Jet Token, Inc. [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Liquidity reserve | $ 500,000 | $ 500,000 | ||
Arrangement fee | 70,500 | |||
Lease Agreement [Member] | Jet Token, Inc. [Member] | Maintenance [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Liquidity reserve | $ 690,000 | $ 690,000 | ||
Share Purchase Agreement [Member] | Jet Token, Inc. [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Number of new stock issued | 40,000,000 | |||
Commitment fee | $ 800,000 | |||
Warrants and rights outstanding term | 3 years | |||
Over-Allotment Option [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Aggregate payable | $ 4,030,000 | |||
Closing of IPO [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Underwriting cash discount per unit | $ 0.20 | |||
Aggregate payable | $ 2,000,000 | |||
Closing of IPO [Member] | Over-Allotment Option [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Aggregate payable | $ 2,300,000 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | |
Aug. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrant description | The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months from the closing of the IPO. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption or liquidation. | ||
Public warrant price per share | $ 0.01 | ||
Share price | $ 11.07 | ||
Derivative liability description | The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Initial Shareholders or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants. | ||
IPO [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Sale of stock description | the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. | ||
Number of warrants issued | 17,260,000 | 17,260,000 | |
Common Class A [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Share price | $ 18 | ||
Public Warrant [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrants outstanding | 11,500,000 | ||
Number of warrants issued | 11,500,000 | ||
Private Placement Warrants [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Warrants outstanding | 5,760,000 | ||
Share price | $ 1 | ||
Number of warrants issued | 5,760,000 | 5,760,000 | |
Warrant [Member] | |||
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] | |||
Gain on warrant liability revaluation | $ 3.5 | $ 6.7 |
Schedule of Fair Value Liabilit
Schedule of Fair Value Liabilities Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | $ 369,902 | $ 7,069,300 |
Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | 368,000 | 4,655,200 |
Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | 1,902 | 2,414,100 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | 368,000 | 4,655,200 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | 368,000 | 4,655,200 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | 1,902 | 2,414,100 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of warrants outstanding | $ 1,902 | $ 2,414,100 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member] | Dec. 31, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Share price | $ 10.45 | $ 9.90 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Exercise price | $ 11.5 | $ 11.5 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 0 | 0 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 2.97 | 24.01 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Risk-free interest rate | 4.85 | 0.54 |
Measurement Input, Expected Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected life (in years) | 8 months 1 day | 11 months 23 days |
Schedule of Fair Value Warrant
Schedule of Fair Value Warrant Liabilities (Details) - Fair Value, Recurring [Member] | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrants, beginning balance | $ 2,414,100 |
Change in valuation inputs or other assumptions | (2,412,198) |
Fair value of warrants, Ending balance | 1,902 |
Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrants, beginning balance | 4,655,200 |
Change in valuation inputs or other assumptions | (4,287,200) |
Fair value of warrants, Ending balance | 368,000 |
Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrants, beginning balance | 7,069,300 |
Change in valuation inputs or other assumptions | (6,699,398) |
Fair value of warrants, Ending balance | 369,902 |
Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrants, beginning balance | 2,414,100 |
Change in valuation inputs or other assumptions | (2,412,198) |
Fair value of warrants, Ending balance | 1,902 |
Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrants, beginning balance | |
Change in valuation inputs or other assumptions | |
Fair value of warrants, Ending balance | |
Fair Value, Inputs, Level 3 [Member] | Warrant [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrants, beginning balance | 2,414,100 |
Change in valuation inputs or other assumptions | (2,412,198) |
Fair value of warrants, Ending balance | $ 1,902 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Nov. 09, 2022 | Aug. 31, 2021 | Oct. 31, 2021 | Jun. 30, 2021 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2023 | Jun. 04, 2018 | |
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | |||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | 1,702 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 1,702 | |||||||
Common stock, shares authorized | 55,000,000 | 55,000,000 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||
Common stock, shares, issued | 4,454,665 | 9,164,364 | |||||||||
Common stock outstanding | 4,454,665 | 9,164,364 | |||||||||
Number of shares issued | $ 103,985,045 | ||||||||||
Proceeds from of common stock gross | 25,000 | ||||||||||
Proceeds from issuance of units (net of offering costs) | $ 111,575,715 | ||||||||||
Number of shares issued, shares | 1,500,000 | ||||||||||
Jet Token, Inc. [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 15,000,000 | 15,000,000 | 15,000,000 | ||||||||
Preferred stock, par value | $ 0.00 | $ 0.00 | $ 0.00 | ||||||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | ||||||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | ||||||||
Common stock, par value | $ 0.00 | $ 0.00 | $ 0.00 | ||||||||
Common stock, shares, issued | 78,353,333 | 78,353,333 | 78,353,333 | ||||||||
Common stock outstanding | 78,353,333 | 78,353,333 | 78,353,333 | ||||||||
Preferred share redemption | $ (225,000) | ||||||||||
Share price per | $ 0.75 | $ 0.75 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 9,178,000 | 36,945,357 | |||||||||
Weighted average exercised | 10 years | 10 years | |||||||||
Number of Shares, Exercised | 1,000,000 | ||||||||||
Number of options, exercise price | $ 0.30 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 17,495,357 | ||||||||||
Sharebased compensation arrangement by sharebased payment award options grant date of shares | 1,450,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 20,048,000 | ||||||||||
Stock based compensation | $ 6,492,653 | $ 12,690,373 | |||||||||
Unrecognized stock based compensation | $ 8,115,000 | ||||||||||
Jet Token, Inc. [Member] | Two Thousand Eighteen Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of share based compensation | 25,000,000 | ||||||||||
Reserved for common stock future issuance | 75,000,000 | 75,000,000 | 75,000,000 | ||||||||
Jet Token, Inc. [Member] | Two Thousand And Twenty One Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of share based compensation | 5,000,000 | 5,000,000 | |||||||||
Jet Token, Inc. [Member] | Star Engine Primary LLC [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of warrants or rights outstanding | 1,666,667 | ||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.30 | ||||||||||
Warrants earned value | $ 184,000 | ||||||||||
Warrants term | 3 years | ||||||||||
Jet Token, Inc. [Member] | Executive Chairman [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued shares, share exchange | 6,646,667 | ||||||||||
Jet Token, Inc. [Member] | Chief Executive Officer [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of Shares, Exercised | 1,000,000 | ||||||||||
Number of options, exercise price | $ 0.75 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 522,000 | ||||||||||
Preferred Stock [Member] | Jet Token, Inc. [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 50,000,000 | ||||||||||
Preferred stock, par value | $ 0.00 | ||||||||||
Series Seed Preferred Stock [Member] | Jet Token, Inc. [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred share redemption shares | 300,000 | (300,000) | |||||||||
Preferred share redemption | $ 225,000 | $ (9,000) | |||||||||
Common Stock [Member] | Jet Token, Inc. [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 500,000,000 | ||||||||||
Common stock, par value | $ 0.00 | ||||||||||
Preferred share redemption | |||||||||||
Stock issued shares, share exchange | (6,646,667) | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 8,178,000 | ||||||||||
Weighted average exercised | 10 years | ||||||||||
Number of options, exercise price | $ 0.75 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 1,678,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 4,439,000 | ||||||||||
Common Stock [Member] | Jet Token, Inc. [Member] | Two Thousand Eighteen Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of share based compensation | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||
Common Class A [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | 400,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock other shares outstanding | 11,615,000 | 1,301,952 | 11,615,000 | ||||||||
Temporary equity, shares outstanding | 11,500,000 | 1,186,952 | 11,500,000 | ||||||||
Common stock, shares, issued | 115,000 | 115,000 | 115,000 | ||||||||
Common stock outstanding | 115,000 | 115,000 | 115,000 | ||||||||
Number of Shares, Exercised | 10,313,048 | ||||||||||
Common Class A [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Sale of Common Stock for cash, shares | 11,615,000 | ||||||||||
Number of shares issued | $ 1,161 | ||||||||||
Common Class B [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 40,000,000 | 40,000,000 | 40,000,000 | ||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares, issued | 2,875,000 | 2,875,000 | 2,875,000 | ||||||||
Common stock outstanding | 2,875,000 | 2,875,000 | 2,875,000 | ||||||||
Issued and outstanding shares of public offering percentage | 20% | ||||||||||
Common Class B [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | |||||||||||
Series Seed Preferred Stock [Member] | Jet Token, Inc. [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value | $ 0.00 | $ 0.00 | $ 0.00 | ||||||||
Preferred stock, shares issued | 983,333 | 683,333 | 983,333 | ||||||||
Preferred stock, shares outstanding | 983,333 | 683,333 | 983,333 | ||||||||
Common stock, shares authorized | 300,000,000 | ||||||||||
Series CF Non-voting Preferred Stock [Member] | Jet Token, Inc. [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 | ||||||||
Preferred stock, shares issued | 18,826,385 | 18,826,385 | |||||||||
Preferred stock, shares outstanding | 18,826,385 | 18,826,385 | |||||||||
Series CF Preferred Stock [Member] | Jet Token, Inc. [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Undesignated preferred stock | 15,000,000 | ||||||||||
Nonvoting Common Stock [Member] | Jet Token, Inc. [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||
Common stock, par value | $ 0.00 | $ 0.00 | $ 0.00 | ||||||||
Common stock, shares, issued | 42,169,330 | 46,089,886 | 42,169,330 | ||||||||
Common stock outstanding | 42,169,330 | 46,089,886 | 42,169,330 | ||||||||
Preferred share redemption | |||||||||||
Sale of Common Stock for cash, shares | 33,333,333 | 2,625,446 | 31,402,755 | ||||||||
Share price per | $ 0.75 | $ 0.30 | |||||||||
Proceeds from of common stock gross | $ 9,420,827 | 2,901,106 | $ 1,969,085 | ||||||||
Escrow deposit | $ 96,600 | $ 15,544 | $ 96,600 | $ 522,966 | |||||||
Shares issued | 61,894 | ||||||||||
Proceeds from issuance of units (net of offering costs) | $ 18,598 | ||||||||||
Number of shares issued, shares | 29,173,333 | ||||||||||
Shares issued escrow funds | 3,858,662 | ||||||||||
Stock issued shares, share exchange | 6,646,667 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 4,813,333 | ||||||||||
Nonvoting Common Stock [Member] | Jet Token, Inc. [Member] | Two Thousand Eighteen Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of share based compensation | 50,000,000 | 50,000,000 | 50,000,000 | ||||||||
Nonvoting Common Stock [Member] | Jet Token, Inc. [Member] | Two Thousand And Twenty One Plan [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Issuance of share based compensation | 15,000,000 | ||||||||||
Nonvoting Common Stock [Member] | Jet Token, Inc. [Member] | Third Party [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock other shares outstanding | 1,494,462 | 1,494,462 | |||||||||
Proceeds from of common stock gross | $ 448,339 | ||||||||||
Nonvoting Common Stock [Member] | Jet Token, Inc. [Member] | Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued | $ 21,880,000 | $ 10,000,000 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) | Aug. 10, 2023 $ / shares | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Jet Ai Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Jet Ai Inc [Member] | Common Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Exchange ratio | 0.03094529 | ||
Jet Ai Inc [Member] | Warrant [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Exchange ratio | 0.04924242 | ||
Business Combination Agreement [Member] | Jet Ai Inc [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 |
SCHEDULE OF BREAKOUT OF REVENUE
SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY (Details) - Jet Ai Inc [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Product Information [Line Items] | ||||
Total revenues | $ 3,367,189 | $ 11,909,588 | $ 8,035,505 | $ 19,650,567 |
Software App And Circus Charter [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 1,860,795 | 341,557 | 4,413,745 | 1,077,200 |
Jet Card and Fractional Programs [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 731,716 | 568,031 | 2,090,401 | 1,373,367 |
Management and Other Services [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | 774,678 | 1,531,359 | ||
Fractional And Whole Aircraft Sales [Member] | ||||
Product Information [Line Items] | ||||
Total revenues | $ 11,000,000 | $ 17,200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Cash FDIC insured amount | $ 250,000 | ||||
Jet Ai Inc [Member] | |||||
Product Information [Line Items] | |||||
Restricted cash | $ 500,000 | $ 500,000 | $ 500,000 | ||
Useful lives | 3 years | 3 years | 3 years | ||
Capitalized computer software | $ 398,000 | $ 398,000 | |||
Amortization Expense | 99,527 | $ 99,527 | |||
Accumulated amortization | $ 364,925 | 364,925 | |||
Investments in joint venture | 100,000 | 100,000 | |||
Deferred revenue | 1,432,126 | 1,432,126 | 933,361 | ||
Aircraft | 3,367,189 | $ 11,909,588 | 8,035,505 | 19,650,567 | |
Selling and marketing expense | 342,628 | $ 273,271 | |||
Cash FDIC insured amount | 250,000 | $ 250,000 | |||
Jet Ai Inc [Member] | Share-Based Payment Arrangement, Option [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive securities excluded from EPS calculation | 3,674,488 | 3,207,125 | |||
Jet Ai Inc [Member] | Warrant [Member] | |||||
Product Information [Line Items] | |||||
Antidilutive securities excluded from EPS calculation | 26,845,591 | 0 | |||
Jet Ai Inc [Member] | Jet Card [Member] | |||||
Product Information [Line Items] | |||||
Deferred revenue | 1,163,237 | $ 1,163,237 | $ 933,361 | ||
Jet Ai Inc [Member] | Jet Application [Member] | |||||
Product Information [Line Items] | |||||
Deferred revenue | 268,889 | 268,889 | |||
Jet Ai Inc [Member] | Fractional And Whole Aircraft Sales [Member] | |||||
Product Information [Line Items] | |||||
Aircraft | $ 11,000,000 | $ 17,200,000 |
SCHEDULE OF OTHER ASSETS (Detai
SCHEDULE OF OTHER ASSETS (Details) - Jet Ai Inc [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Deposits | $ 108,361 | $ 73,226 |
Lease Maintenance Reserve | 689,750 | 689,750 |
Total Other Assets | $ 798,111 | $ 762,976 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - Jet Ai Inc [Member] - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Short-Term Debt [Line Items] | |||||
Net Proceeds | $ 500,000 | ||||
Debt Instrument Debt Dicount | $ 125,000 | $ 125,000 | $ 125,000 | ||
Bear interest rate | 5% | ||||
Debt instrument maturity date | Mar. 11, 2024 | ||||
Notes payable, description | The Company is required to redeem the notes with one hundred percent (100%) of the proceeds of any equity or debt financing, on a pro rata basis, at a redemption premium of one hundred and ten percent (110%) of the principal amount of the notes. The Company anticipates redeeming the notes in full with proceeds expected to be received over the next several months from existing financing arrangements. | ||||
Amortization of debt discount | 20,833 | ||||
Interest expense | $ 24,095 | $ 24,095 | |||
Debt description | In an event of default, the outstanding principal of the notes shall increase by one hundred and twenty percent (120%), and investors may convert the notes into common stock of the Company at the lower of (a) the Fixed Conversion Price or (b) the lowest daily volume-weighted average price reported by Bloomberg (“VWAP”) of the Common Stock during the ten (10) business days before the conversion date. If the daily VWAP of the common stock is below $1.00 for ten (10) consecutive trading days, the Conversion Price shall be 95% of the lowest daily VWAP ten (10) days before conversion date. | ||||
Senior Secured Promissory Notes [Member] | Bridge Agreement [Member] | |||||
Short-Term Debt [Line Items] | |||||
Principal amount | $ 625,000 | ||||
Notes payable related party | $ 281,250 |
SCHEDULE OF OPERATING LEASE RIG
SCHEDULE OF OPERATING LEASE RIGHT OF USE OF ASSETS AND LIABILITIES (Details) - Jet Ai Inc [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
Operating lease right-of-use asset | $ 2,576,036 | |
Accumulated amortization | (874,884) | |
Net balance | 1,701,152 | $ 2,081,568 |
Lease liability, current portion | 506,228 | 494,979 |
Lease liability, long-term | 1,150,274 | $ 1,531,364 |
Total operating lease liabilities | $ 1,656,502 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - Jet Ai Inc [Member] | Sep. 30, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
2023 | $ 274,500 |
2024 | 549,000 |
2025 | 549,000 |
2026 | 503,250 |
Total future minimum lease payments | 1,875,750 |
Less imputed interest | (219,248) |
Maturities of lease liabilities | $ 1,656,502 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Oct. 23, 2023 | Oct. 02, 2023 | Aug. 31, 2023 | Aug. 10, 2023 | Aug. 06, 2023 | Apr. 04, 2022 | Nov. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Nov. 14, 2022 | |
Product Liability Contingency [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Number of shares issued value | $ 103,985,045 | ||||||||||||
Gross proceeds | $ 25,000 | ||||||||||||
Sponsor [Member] | Promissory Note [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 575,000 | ||||||||||||
Common Class A [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||
Common Class A [Member] | Common Stock [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 11,615,000 | ||||||||||||
Number of shares issued value | $ 1,161 | ||||||||||||
Jet Ai Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Operating lease expense | $ 871,409 | $ 548,049 | |||||||||||
Weighted average remaining lease term | 3 years 3 months 18 days | ||||||||||||
Weighted average discount rate | 3% | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Prepayment fee | $ 625,000 | ||||||||||||
Share price | $ 4.61 | $ 17.47 | |||||||||||
Number of shares issued value | $ 801,963 | $ 1,512,260 | 2,451,079 | ||||||||||
Settlement price per share | $ 2 | ||||||||||||
Gross proceeds | $ 1,607,450 | $ 2,451,079 | |||||||||||
Jet Ai Inc [Member] | Common Stock [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 33,610 | 65,960 | 101,989 | ||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Number of shares issued value | $ 3 | $ 7 | $ 10 | ||||||||||
Lease Agreement [Member] | Jet Ai Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Liquidity reserve | $ 500,000 | $ 500,000 | |||||||||||
Arrangement fee | 70,500 | ||||||||||||
Lease Agreement [Member] | Jet Ai Inc [Member] | Maintenance [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Liquidity reserve | $ 690,000 | $ 690,000 | |||||||||||
Share Purchase Agreement [Member] | Jet Ai Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 40,000,000 | ||||||||||||
Commitment fee | $ 800,000 | ||||||||||||
Purchase of warrants | 2,179,447 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 8.60 | ||||||||||||
Warrants and rights outstanding term | 3 years | ||||||||||||
Registration Rights Agreement [Member] | Jet Ai Inc [Member] | Subsequent Event [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Debt instrument periodic payment | $ 10,000 | ||||||||||||
Debt instrument fee amount | $ 300,000 | ||||||||||||
Warrant Amendment Agreement [Member] | Jet Ai Inc [Member] | Subsequent Event [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Warrant Amedment Agreement [Member] | Jet Ai Inc [Member] | Subsequent Event [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Ownership percentage | 4.99% | ||||||||||||
Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 663,556 | ||||||||||||
Number of shares issued | 1,186,952 | ||||||||||||
Prepayment fee | $ 1,250,000 | ||||||||||||
Share price | $ 6 | ||||||||||||
Seller ownership to outstanding common stock | 100% | ||||||||||||
Proceeds from sales of future shortfall paid to counterparty, percentage | 100% | ||||||||||||
Purchase of shares | 50,000 | ||||||||||||
Number of shares as per agreement | 861,312 | ||||||||||||
Purchase of shares | 613,556 | ||||||||||||
Purchase of shares | 247,756 | ||||||||||||
Business combination | $ 7,400,000 | ||||||||||||
Number of shares issued value | $ 6,805,651 | ||||||||||||
Reduction in remaining number of recycled shares | 296,518 | ||||||||||||
Increase in number of shares issued | 994,645 | ||||||||||||
Equity-linked financial instrument classified | $ 250,000 | ||||||||||||
Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | Common Stock [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 275,000 | ||||||||||||
Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | Oxbridge Shares [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Ownership percentage | 9.90% | ||||||||||||
Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | Common Class A [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||
Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | Subsequent Event [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Reduction in remaining number of recycled shares | 296,518 | ||||||||||||
Increase in number of shares issued | 994,645 | ||||||||||||
Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 275,000 | ||||||||||||
F P A Funding Amount P I P E Subscription Agreement [Member] | Jet Ai Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 247,756 | ||||||||||||
share price per share | $ 10 | ||||||||||||
Number of shares issued | 548,127 | ||||||||||||
F P A Funding Amount P I P E Subscription Agreement [Member] | Jet Ai Inc [Member] | Subsequent Event [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 548,127 | ||||||||||||
Amendment Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Future shortfall amount | $ 550,000 | ||||||||||||
Reduction in prepayment shortfall | $ 1,175,000 | ||||||||||||
Amendment Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | Maximum [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Seller ownership to outstanding common stock | 9.90% | ||||||||||||
Amendment Forward Purchase Agreement [Member] | Jet Ai Inc [Member] | Subsequent Event [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Future shortfall amount | $ 550,000 | ||||||||||||
Reduction in prepayment shortfall | $ 1,175,000 | ||||||||||||
FPA Funding Amount PIPE Subscription Agreements [Member] | Jet Ai Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 1,186,952 | ||||||||||||
Maxim Settlement Agreement [Member] | Jet Ai Inc [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 270,000 | ||||||||||||
Gross proceeds | $ 10,000,000 | ||||||||||||
Percentage of proceeds used for redeem of preferred shares | 15% | ||||||||||||
Maxim Settlement Agreement [Member] | Jet Ai Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 1,127 | ||||||||||||
Number of shares issued value | $ 1,127,000 | ||||||||||||
Sponsor Settlement Agreement [Member] | Jet Ai Inc [Member] | Sponsor [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Gross proceeds | $ 10,000,000 | ||||||||||||
Percentage of proceeds used for redeem of preferred shares | 15% | ||||||||||||
Sponsor Settlement Agreement [Member] | Jet Ai Inc [Member] | Sponsor [Member] | Promissory Note [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 575,000 | ||||||||||||
Sponsor Settlement Agreement [Member] | Jet Ai Inc [Member] | Series A 1 Preferred Stock [Member] | |||||||||||||
Product Liability Contingency [Line Items] | |||||||||||||
Number of shares issued | 575 |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) - Jet Ai Inc [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Risk-free interest rate,Minimum | 3.55% | 1.43% |
Risk-free interest rate,Maximum | 3.94% | 4.10% |
Expected volatility | 90% | 80% |
Annual dividend yield | 0% | 0% |
Per share grant date fair value | $ 4.61 | $ 17.47 |
Minimum [Member] | ||
Expected term | 6 years | 6 years |
Maximum [Member] | ||
Expected term | 10 years | 10 years |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Aug. 31, 2021 | Jun. 30, 2021 | Feb. 29, 2020 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Aug. 10, 2023 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 55,000,000 | 55,000,000 | 55,000,000 | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 | |||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Preferred stock, shares issued | 1,702 | 1,702 | 0 | 0 | |||||||
Preferred stock, shares outstanding | 1,702 | 1,702 | 0 | 0 | |||||||
Number of shares issued, shares | 1,500,000 | ||||||||||
Number of shares issued | $ 103,985,045 | ||||||||||
Proceeds from of common stock gross | $ 25,000 | ||||||||||
Stock based compensation | $ 2,669,071 | $ 2,060,703 | $ 5,424,158 | $ 4,431,950 | |||||||
Jet Ai Inc [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 59,000,000 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Preferred stock, shares issued | 1,702 | 1,702 | |||||||||
Preferred stock, shares outstanding | 1,702 | 1,702 | |||||||||
Number of warrants outstanding | 5,760,000 | 5,760,000 | |||||||||
Exercise price | $ 11.50 | $ 11.50 | |||||||||
Share price per | $ 4.61 | $ 4.61 | $ 17.47 | ||||||||
Number of shares issued | $ 801,963 | $ 1,512,260 | 2,451,079 | ||||||||
Proceeds from of common stock gross | $ 1,607,450 | 2,451,079 | |||||||||
Number of options outstanding | 3,674,488 | 3,674,488 | |||||||||
Exercise price | $ 6.16 | $ 6.16 | |||||||||
Number of options granted | 3,284,488 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||||
Stock based compensation | $ 4,143,188 | $ 4,431,350 | |||||||||
Unrecognized stock-based compensation | $ 6,196,000 | $ 6,196,000 | |||||||||
Jet Ai Inc [Member] | Two Thousand Twenty Three Omnibus Incentive Plan [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares reserved | 4,329 | 4,329 | |||||||||
Jet Ai Inc [Member] | Two Thousand Eighteen Plan [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares available to be issued | 773,632 | ||||||||||
Reserved for common stock future issuance | 2,320,897 | ||||||||||
Jet Ai Inc [Member] | Two Thousand And Twenty One Plan [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of share based compensation | 154,726 | ||||||||||
Jet Ai Inc [Member] | Nonvoting Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issued, shares | 1,031,510 | ||||||||||
Share price per | $ 24 | $ 9.69 | |||||||||
Sale of stock, number of shares issued in transaction | 1,915 | ||||||||||
Gross proceeds | $ 18,598 | ||||||||||
Sale of Common Stock for cash, shares | 902,777 | 100,074 | |||||||||
Proceeds from of common stock gross | $ 1,598,630 | $ 2,432,481 | |||||||||
Shares issued escrow funds | 65,960 | 65,960 | |||||||||
Escrow deposit | $ 6,724 | $ 6,724 | |||||||||
Jet Ai Inc [Member] | Nonvoting Common Stock [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issued | $ 21,880,000 | $ 10,000,000 | |||||||||
Jet Ai Inc [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Stock based compensation | $ 1,280,970 | ||||||||||
Jet Ai Inc [Member] | Restricted Stock Units (RSUs) [Member] | Nonvoting Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares granted | 148,950 | ||||||||||
Jet Ai Inc [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of options granted | 458,080 | 274,732 | |||||||||
Options term | 10 years | 10 years | |||||||||
Options exercisable | $ 10.42 | $ 10.42 | |||||||||
Number of options vested | 35,000 | 42,643 | |||||||||
Vesting rights | remaining options vest in monthly tranches over a three-year period | ||||||||||
Grant date fair value | $ 2,334,000 | $ 4,774,000 | |||||||||
Jet Ai Inc [Member] | Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of options vested | 6,189 | ||||||||||
Jet Ai Inc [Member] | Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Exercise price | $ 10.42 | $ 10.42 | |||||||||
Jet Ai Inc [Member] | Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Exercise price | $ 2.50 | $ 2.50 | |||||||||
Jet Ai Inc [Member] | Common Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Common stock, shares authorized | 55,000,000 | ||||||||||
Common stock par value | $ 0.0001 | ||||||||||
Preferred stock par value | $ 0.0001 | ||||||||||
Number of shares issued upon the consummation of business combination | 4,523,167 | ||||||||||
Number of shares reserved | 3,284,488 | 3,284,488 | |||||||||
Number of shares issued | $ 3 | $ 7 | $ 10 | ||||||||
Sale of Common Stock for cash, shares | 33,610 | 65,960 | 101,989 | ||||||||
Jet Ai Inc [Member] | Common Stock [Member] | Two Thousand And Twenty One Plan [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Issuance of share based compensation | 464,179 | ||||||||||
Jet Ai Inc [Member] | Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares reserved | 148,950 | 148,950 | |||||||||
Jet Ai Inc [Member] | Preferred Stock [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Preferred stock, shares authorized | 4,000,000 | ||||||||||
Jet Ai Inc [Member] | Warrant [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares issued upon the consummation of business combination | 7,196,375 | ||||||||||
Jet Ai Inc [Member] | Warrant [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||||||
Number of shares reserved | 237,030 | 237,030 | |||||||||
Purchase price, per unit | $ 15 | $ 15 |
RELATED PARTY TRANSACTIONS (D_2
RELATED PARTY TRANSACTIONS (Details Narrative) - Jet Ai Inc [Member] - USD ($) | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | |||
Advanced amount by related party | $ 42,000 | ||
Repaid advanced amount | 242,196 | ||
Founder And Executive Chairman [Member] | |||
Related Party Transaction [Line Items] | |||
Advanced amount by related party | 0 | 72,000 | |
Repaid advanced amount | 0 | $ 242,196 | |
Founder And Executive Chairman [Member] | Related Party [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties | $ 0 | $ 0 |
SCHEDULE OF DEFERRED REVENUE (D
SCHEDULE OF DEFERRED REVENUE (Details) - Jet Ai Inc [Member] | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Deferred revenue as of December 31, 2022 | $ 933,361 |
Amounts deferred during the period | 2,507,806 |
Revenue recognized from amounts included in the deferred revenue beginning balance | (592,171) |
Revenue from current period sales | (1,416,870) |
Deferred revenue as of September 30, 2023 | $ 1,432,126 |
Schedule of Breakout of Reven_2
Schedule of Breakout of Revenue (Details) - Jet Token, Inc. [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Revenues | $ 21,862,728 | $ 1,112,195 |
Jet Card And Charter Programs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Revenues | 4,662,728 | 1,112,195 |
Fractional Whole Aircraft Sales [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Revenues | $ 17,200,000 |
Schedule of Other Assets (Det_2
Schedule of Other Assets (Details) - Jet Token, Inc. [Member] - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Restructuring Cost and Reserve [Line Items] | ||
Aircraft Deposit | $ 350,000 | |
Deposits | 73,226 | 13,714 |
Lease Maintenance Reserve | 689,750 | 689,750 |
Lease Financing Costs | 69,325 | |
Total Other Assets | $ 762,976 | $ 1,122,789 |
Other Assets (Details Narrative
Other Assets (Details Narrative) - Jet Token, Inc. [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Nonrefundable deposits | $ 350,000 | ||
Lease maintenance reserve | 689,750 | 689,750 | |
Operating deposits | 73,226 | 13,714 | |
Aircraft Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Purchase deposits one for Aircrafts | $ 450,000 | ||
Purchase deposits two for Aircrafts | 150,000 | ||
Nonrefundable deposits | $ 250,000 | ||
Lease maintenance reserve | $ 250,000 | ||
Aircraft Management And Charter Service Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Operating deposits | $ 50,000 |
Schedule of Future Minimum Le_2
Schedule of Future Minimum Lease Payments (Details) - Jet Token, Inc. [Member] - USD ($) | Dec. 31, 2022 | Jan. 01, 2022 |
Restructuring Cost and Reserve [Line Items] | ||
2023 | $ 549,000 | |
2024 | 549,000 | |
2025 | 549,000 | |
2026 | 503,250 | |
Total future minimum lease payments | 2,150,250 | |
Less imputed interest | (123,907) | |
Maturities of lease liabilities | $ 2,026,343 | $ 2,506,711 |
Schedule of Option Activity (De
Schedule of Option Activity (Details) - Jet Token, Inc. [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Number of options, beginning balance | 61,195,357 | 24,300,000 |
Weighted average exercise price per share, beginning balance | $ 0.54 | $ 0.25 |
Number of shares, granted | 9,178,000 | 36,945,357 |
Weighted average exercise price per share, granted | $ 0.75 | $ 0.74 |
Number of shares, exercised | ||
Weighted average exercise price per share, exercised | ||
Number of shares, cancelled/expired | (50,000) | |
Weighted average exercise price per share, cancelled/expired | ||
Weighted average remaining contractual life | 8 years 3 months 18 days | 9 years 2 months 12 days |
Number of shares, cancelled/expired | 50,000 | |
Number of options, ending balance | 70,373,357 | 61,195,357 |
Weighted average exercise price per share, ending balance | $ 0.57 | $ 0.54 |
Number of options, exercisable, beginning | 36,521,147 | |
Weighted average exercise price per share, exercisable, beginning | $ 0.50 | |
Weighted average exercise price per share, exercisable | 8 years 2 months 12 days | 9 years 1 month 6 days |
Number of options, exercisable, ending | 52,584,463 | 36,521,147 |
Weighted average exercise price per share, exercisable, ending | $ 0.53 | $ 0.50 |
Schedule of Estimate the Fair V
Schedule of Estimate the Fair Value of Stock Options (Details) - Jet Token, Inc. [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Expected volatility | 80% | 80% |
Annual dividend yield | 0% | 0% |
Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Expected term | 6 years | 5 years |
Risk-free interest rate | 1.43% | 0.01% |
Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Expected term | 10 years | 10 years |
Risk-free interest rate | 4.10% | 1.43% |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Aug. 31, 2021 | Feb. 28, 2021 | May 31, 2020 | Feb. 29, 2020 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||
Proceeds from of common stock gross | $ 25,000 | ||||||||
Jet Token, Inc. [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 9,178,000 | 36,945,357 | |||||||
Number of options, exercise price | $ 0.30 | ||||||||
Share based compensation arrangement by share based payment award equity instruments options exercised weighted average contractual life | 10 years | 10 years | |||||||
Jet Token, Inc. [Member] | Nonvoting Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 4,813,333 | ||||||||
Proceeds from of common stock gross | $ 9,420,827 | $ 2,901,106 | $ 1,969,085 | ||||||
Jet Token, Inc. [Member] | Subsequent Event [Member] | Nonvoting Common Stock [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 2,000,000 | ||||||||
Share price | $ 0.75 | ||||||||
Proceeds from of common stock gross | $ 1,500,000 | ||||||||
Number of options, exercise price | $ 0.75 | ||||||||
Share based compensation arrangement by share based payment award equity instruments options exercised weighted average contractual life | 10 years | ||||||||
Jet Token, Inc. [Member] | StartEngine Primary, LLC [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Loan maximum borrowing capacity amount | $ 500,000 | ||||||||
Loan amount drawn | 452,000 | 452,000 | |||||||
Loan remaining borrowing capacity amount | $ 194,727 | $ 194,727 | |||||||
Paycheck Protection Program Loan [Member] | Jet Token, Inc. [Member] | |||||||||
Short-Term Debt [Line Items] | |||||||||
Proceeds from loans | $ 86,360 | $ 121,000 | |||||||
Interest rate | 1% | 1% |