Cover
Cover - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 27, 2024 | Jun. 30, 2023 | |
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Period Focus | FY | |||
Document Fiscal Year Focus | 2023 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity File Number | 001-40725 | |||
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 Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | true | |||
Elected Not To Use the Extended Transition Period | false | |||
Entity Shell Company | false | |||
Entity Public Float | $ 12,902,168 | |||
Entity Common Stock, Shares Outstanding | 12,205,144 | |||
Documents Incorporated by Reference | Portions of the registrant’s definitive proxy statement to be filed for its 2024 Annual Meeting of Stockholders are incorporated by reference into Part III hereof. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K | |||
ICFR Auditor Attestation Flag | false | |||
Document Financial Statement Error Correction | false | |||
Auditor Firm ID | 34 | 5041 | ||
Auditor Name | HACKER, JOHNSON & SMITH PA | BF Borgers CPA | ||
Auditor Location | Tampa, Florida | Lakewood, CO | ||
Common Stock Par Value 0.0001 Per Share [Member] | ||||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |||
Trading Symbol | JTAI | |||
Security Exchange Name | NASDAQ | |||
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Common Stock AtExercise Price Of 11.50 Per Share [Member] | ||||
Title of 12(b) Security | Redeemable warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share | |||
Trading Symbol | JTAIW | |||
Security Exchange Name | NASDAQ | |||
Merger Consideration Warrants Each Whole Warrant Exercisable For One Share Of Common Stock At Exercise Price Of 15.00 Per Share [Member] | ||||
Title of 12(b) Security | Merger Consideration Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $15.00 per share | |||
Trading Symbol | JTAIZ | |||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Assets | ||
Cash and cash equivalents | $ 2,100,543 | $ 1,527,391 |
Accounts receivable | 96,539 | |
Other current assets | 190,071 | 357,861 |
Prepaid offering costs | 800,000 | |
Total current assets | 3,187,153 | 1,885,252 |
Property and equipment, net | 7,604 | 5,814 |
Intangible assets, net | 73,831 | 155,009 |
Right-of-use lease asset | 1,572,489 | 2,081,568 |
Investment in joint venture | 100,000 | |
Deposits and other assets | 798,111 | 762,976 |
Total assets | 5,739,188 | 4,890,619 |
Current liabilities: | ||
Accounts payable | 1,656,965 | 242,933 |
Accrued liabilities | 2,417,115 | 951,689 |
Deferred revenue | 1,779,794 | 933,361 |
Lease liability | 510,034 | 494,979 |
Total current liabilities | 6,951,897 | 2,622,962 |
Lease liability, net of current portion | 1,021,330 | 1,531,364 |
Redeemable preferred stock | 1,702,000 | |
Total liabilities | 9,675,227 | 4,154,326 |
Commitments and contingencies (Note 2 and 5) | ||
Stockholders’ (Deficit) Equity | ||
Preferred Stock, 4,000,000 and 0 shares authorized, par value $0.0001, 1,702 and 0 issued and outstanding, respectively | ||
Common stock, 55,000,000 shares authorized, par value $0.0001, 9,754,364 and 4,454,665 issued and outstanding, respectively | 975 | 445 |
Subscription receivable | (6,724) | (15,544) |
Additional paid-in capital | 35,342,098 | 27,407,372 |
Accumulated deficit | (39,272,388) | (26,655,980) |
Total stockholders’ (deficit) equity | (3,936,039) | 736,293 |
Total liabilities and stockholders’ (deficit) equity | 5,739,188 | 4,890,619 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Notes payable | 321,843 | |
Related Party [Member] | ||
Current liabilities: | ||
Notes payable | $ 266,146 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, shares authorized | 4,000,000 | 0 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares issued | 1,702 | 0 |
Preferred stock, shares outstanding | 1,702 | 0 |
Common stock, shares authorized | 55,000,000 | 55,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 9,754,364 | 4,454,665 |
Common stock, shares outstanding | 9,754,364 | 4,454,665 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenues | $ 12,214,556 | $ 21,862,728 |
Cost of revenues | 12,393,089 | 19,803,739 |
Gross (loss) profit | (178,533) | 2,058,989 |
Operating Expenses: | ||
General and administrative (including stock-based compensation of $6,645,891 and $6,492,653, respectively) | 11,597,173 | 9,230,789 |
Sales and marketing | 573,881 | 426,728 |
Research and development | 160,858 | 137,278 |
Total operating expenses | 12,331,912 | 9,794,795 |
Operating loss | (12,510,445) | (7,735,806) |
Other expense (income): | ||
Interest expense | 103,615 | |
Other income | (116) | (3) |
Total other expense (income) | 103,499 | (3) |
Loss before provision for income taxes | (12,613,944) | (7,735,803) |
Provision for income taxes | 2,464 | 2,400 |
Net Loss | (12,616,408) | (7,738,203) |
Less cumulative preferred stock dividends | 46,587 | |
Net Loss to common stockholders | $ (12,662,995) | $ (7,738,203) |
Weighted average shares outstanding - Basic | 6,326,806 | 4,409,670 |
Weighted average shares outstanding - Diluted | 6,326,806 | 4,409,670 |
Net loss per share - Basic | $ (2) | $ (1.75) |
Net loss per share - Diluted | $ (2) | $ (1.75) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Stock based compensation | $ 6,645,891 | $ 6,492,653 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) | Common Stock [Member] | Subscription Receivable [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2021 | $ 434 | $ (96,600) | $ 19,911,412 | $ (18,917,777) | $ 897,469 |
Balance, shares at Dec. 31, 2021 | 4,342,626 | ||||
Stock-based compensation | 6,492,653 | 6,492,653 | |||
Sale of Common Stock for cash | $ 12 | (15,544) | 2,919,692 | 2,904,160 | |
Sale of Common Stock for cash, shares | 121,323 | ||||
Receipt of subscription receivable | 96,600 | 96,600 | |||
Offering costs | (1,691,386) | (1,691,386) | |||
Preferred share redemption | $ (1) | (224,999) | (225,000) | ||
Preferred share redemption, shares | (9,284) | ||||
Net loss | (7,738,203) | $ (7,738,203) | |||
Issuance of Common Stock upon exercise of warrants, shares | |||||
Balance at Dec. 31, 2022 | $ 445 | (15,544) | 27,407,372 | (26,655,980) | $ 736,293 |
Balance, shares at Dec. 31, 2022 | 4,454,665 | ||||
Stock-based compensation | $ 15 | 6,645,876 | 6,645,891 | ||
Sale of Common Stock for cash | $ 7 | (86,370) | 1,598,623 | 1,512,260 | |
Sale of Common Stock for cash, shares | 65,960 | ||||
Receipt of subscription receivable | 95,190 | 95,190 | |||
Offering costs | (437,665) | (437,665) | |||
Net loss | (12,616,408) | (12,616,408) | |||
Stock-based compensation, shares | 148,950 | ||||
Recapitalization | $ 449 | (2,128,994) | (2,128,545) | ||
Recapitalization, shares | 4,494,789 | ||||
Issuance of Common Stock upon exercise of warrants | $ 9 | 1,034,991 | $ 1,035,000 | ||
Issuance of Common Stock upon exercise of warrants, shares | 90,000 | ||||
Issuance of Common Stock pursuant to Forward Purchase Agreement | $ 50 | 1,221,895 | $ 1,221,945 | ||
Issuance of Common Stock pursuant to Forward Purchase Agreement, shares | 500,000 | ||||
Balance at Dec. 31, 2023 | $ 975 | $ (6,724) | $ 35,342,098 | $ (39,272,388) | $ (3,936,039) |
Balance, shares at Dec. 31, 2023 | 9,754,364 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (12,616,408) | $ (7,738,203) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization and depreciation | 135,251 | 134,383 |
Amortization of debt discount | 87,989 | |
Stock-based compensation | 6,645,891 | 6,492,653 |
Non-cash operating lease costs | 509,079 | 494,468 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (96,539) | |
Other current assets | 167,790 | (278,313) |
Accounts payable | 366,594 | (53,268) |
Accrued liabilities | 665,426 | 835,576 |
Deferred revenue | 846,433 | 497,030 |
Lease liability | (494,979) | (480,368) |
Net cash used in operating activities | (3,783,473) | (96,042) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (4,339) | |
Purchase of intangible assets | (51,524) | |
Investment in joint venture | (100,000) | |
Return of aircraft deposit | 1,093,600 | |
Deposits and other assets | (35,135) | (803,112) |
Net cash (used in) provided by investing activities | (190,998) | 290,488 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds - related party advances | 42,000 | |
Repayments - related party advances | (242,196) | |
Proceeds - notes payable, net of discount | 275,000 | |
Proceeds - related party notes payable, net of discount | 225,000 | |
Payments on line of credit | (194,727) | |
Offering costs | (437,665) | (1,691,386) |
Exercise of warrants | 1,035,000 | |
Preferred share redemption | (225,000) | |
Proceeds from sale of Common Stock | 2,829,395 | 3,000,760 |
Proceeds from business combination | 620,893 | |
Net cash provided by financing activities | 4,547,623 | 689,451 |
Increase in cash and cash equivalents | 573,152 | 883,897 |
Cash and cash equivalents, beginning of year | 1,527,391 | 643,494 |
Cash and cash equivalents, end of year | 2,100,543 | 1,527,391 |
Supplemental disclosures of cash flow information: | ||
Cash paid for interest | ||
Cash paid for income taxes | 2,464 | 2,400 |
Non cash investing and financing activities: | ||
Subscription receivable from sale of Common Stock | 86,370 | 15,544 |
Operating lease, Right-of-use assets and liabilities | 2,506,711 | |
Increase in accounts payable due to Business Combination | 1,047,438 | |
Increase in redeemable preferred stock due to Business Combination | 1,702,000 | |
Prepaid offering costs | 800,000 | |
Discounts issued with notes payable | $ 168,750 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
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. 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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 funds from its operations, drawdowns under its GEM share purchase agreement, as well as proceeds from other financing arrangements. 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 predominate 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.” 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. 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 the 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2023 and 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, 2023 and 2022, the Company has capitalized approximately $ 398,000 132,702 398,101 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 December 31, 2023 and 2022, the Company deferred $ 1,510,976 933,361 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. Deferred revenue with respect to the App was $ 268,818 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following is a breakout of revenue components by subcategory for the years ended December 31, 2023 and 2022. SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY 2023 2022 For the Year Ended December 31, 2023 2022 Software App and Cirrus Charter $ 7,125,230 $ 2,004,807 Jet Card and Fractional Programs 2,847,533 2,257,736 Management and Other Services 2,241,793 400,185 Fractional/Whole Aircraft Sales - 17,200,000 Total revenues $ 12,214,556 $ 21,862,728 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 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Pass-Through Costs In applying the guidance of ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are distinct performance obligations. The Company then assesses whether it is acting as an agent or a principal for each identified performance obligation and includes revenue within the transaction price for third-party costs when the Company determines that it is acting as the principal. Cost of Sales The cost of sales expenses includes costs incurred in providing air transportation services, such as chartering third-party aircraft, aircraft lease expenses, pilot training and wages, aircraft fuel, aircraft maintenance, and other aircraft operating expenses. 1. Chartering Third-Party Aircraft: The cost of chartering third-party aircraft is recorded as a part of the cost of sales expense. These expenses include the fees paid to third-party operators for providing aircraft services on behalf of the company. Expenses are recognized in the income statement in the period when the service is rendered and are reported on an accrual basis. 2. Aircraft Lease Expenses: Aircraft lease expenses include the cost of leasing aircraft for the company’s operations. The lease expenses are recognized as an operating expense in the income statement over the lease term on a straight-line basis. 3. Pilot Training and Wages: Pilot training costs are expensed as incurred and are included in the cost of sales expenses. This encompasses expenses related to initial pilot training, recurrent training, and any additional required training programs. Pilot wages, including salaries, bonuses, and benefits, are also recognized as a part of the cost of sales expenses and are reported on an accrual basis. 4. Aircraft Fuel: The cost of aircraft fuel is recognized as an expense in the cost of sales category based on the actual consumption during flight operations. Fuel costs are recorded in the income statement in the period when the fuel is consumed and are reported on an accrual basis. 5. Aircraft Maintenance: Aircraft maintenance expenses include both routine and non-routine maintenance. Routine maintenance costs are expensed as incurred and are recorded as a part of the cost of sales expense. Non-routine maintenance expenses, such as major repairs and overhauls, are capitalized and amortized over their expected useful life. The amortization expense is included in the cost of sales expense and is recognized in the income statement on a straight-line basis over the asset’s useful life. 6. Other Aircraft Operating Expenses: Other aircraft operating expenses include costs such as insurance, landing fees, navigation charges, and catering services. These expenses are recognized in the income statement as a part of the cost of sales expenses in the period when they are incurred and are reported on an accrual basis. Advertising Costs 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 $ 573,881 426,728 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. At December 31, 2023, management is not aware of any uncertain tax positions that would have a material impact on the Company’s consolidated financial statements. Loss per Common Share The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statements of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. For periods in which the Company incurs a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded from diluted EPS calculations. For the years ended December 31, 2023 and 2022, there were 3,659,015 3,216,408 25,975,001 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 Allowance for Credit Losses The Company recognizes an expected allowance for credit losses with respect to its accounts receivable. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. Accounts receivable are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s customers have remained constant since the Company’s inception. The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income or an offset to credit loss expense in the year of recovery, in accordance with the entity’s accounting policy election. The total amount of write-offs was immaterial to the consolidated financial statements as a whole for the year ending December 31, 2023. No JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. Recently Adopted Accounting Guidance In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in FASB ASC 326 were accounts receivable. The Company adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the consolidated financial statements and primarily resulted in new/enhanced disclosures only. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
OTHER ASSETS | NOTE 3 – OTHER ASSETS Other assets consisted of the following: SCHEDULE OF OTHER ASSETS 2023 2022 Deposits $ 108,361 $ 73,226 Lease Maintenance Reserve 689,750 689,750 Total Other Assets $ 798,111 $ 762,976 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
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 20,325 The Company received net proceeds of $ 500,000 112,500 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. 181,250 90,625 103,615 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. These notes were fully repaid in March 2024. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 years ended December 31, 2023 and 2022 was $ 1,192,184 863,824 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 2023 2022 For the Year Ended December 31, 2023 2022 Operating lease right-of-use asset $ 2,576,036 $ 2,576,036 Accumulated amortization (1,003,547 ) (494,468 ) Net balance $ 1,572,489 $ 2,081,568 Lease liability, current portion $ 510,034 $ 494,979 Lease liability, long-term 1,021,330 1,531,364 Total operating lease liabilities $ 1,531,364 $ 2,026,343 As of December 31, 2023, the weighted average remaining lease term was 3.0 3 As of December 31, 2023, future minimum required lease payments due under the non-cancellable operating lease are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2024 549,000 2025 549,000 2026 503,250 Total future minimum lease payments 1,601,250 Less imputed interest (69,886 ) Maturities of lease liabilities $ 1,531,364 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 8.40 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 $ 10,000 300,000 300,000 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 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 and Meteora’s option to early terminate the Forward Purchase Agreement. The Forward Purchase Agreement was determined to be a freestanding equity-linked financial instrument under ASC 480. The FPA does not include an obligation to issue warrants. As such, the FPA shares were classified as equity and net payments made to the company were recorded to additional paid in capital as part of the recapitalization. Pursuant to the terms of the Forward Purchase Agreement, in December 2023, Meteora sent Optional Early Termination Notices to the Company informing the Company that it had elected to terminate the transaction with respect to all outstanding shares and paid the Company an aggregate $ 921,945 1,221,945 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 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 46,587 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
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 is selling up to 1,031,510 9.69 10,000,000 1,915 18,598 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In June 2021, the Company undertook another Regulation A, Tier 2 offering for which it is selling up to 902,777 24 21,880,000 119,407 2,901,106 15,544 65,960 1,598,630 6,724 Stock Options In connection with the Business Combination, the Company adopted the Omnibus Incentive Plan . The 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 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. 19,802 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, 2023 and 2022, the total number of shares reserved for issuance under the 2018 Plan was 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 year ended December 31, 2022, the Company granted a total of 284,016 ten 10.42 42,643 4,774,000 During the year ended December 31, 2023, the Company granted a total of 458,080 ten 2.50 10.42 35,000 6,189 three 2,113,000 3,659,015 6.19 19,802 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of our stock option activity for the years ended December 31, 2023 and 2022, is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Shares Weighted Average Exercise Price Weighted average Remaining Contractual Term Outstanding at December 31, 2021 2,932,392 $ 6.09 8.93 Granted 284,016 10.42 10.00 Exercised - - - Forfeitures - - - Outstanding at December 31, 2022 3,216,408 6.48 8.06 Granted 458,080 3.91 10.00 Exercised - - - Forfeitures (15,473 ) (10.42 ) - Outstanding at December 31, 2023 3,659,015 $ 6.19 7.40 Exercisable at December 31, 2023 2,943,807 $ 7.64 7.10 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 2023 2022 Expected life (years) 6 10 6 10 Risk-free interest rate 3.55 4.55 % 1.43 4.10 % Expected volatility 90 % 80 % Annual dividend yield 0 % 0 % Per share grant date fair value $ 2.58 $ 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 years ended December 31, 2023 and 2022, stock-based compensation expense of $ 6,645,891 6,942,653 4,690,000 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 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 Warrants Number of outstanding warrants as of December 31, 2023 is as follows: SCHEDULE OF OUTSTANDING WARRANTS Warrant Expiration Date Date Exercise Price Number Outstanding JTAIW Warrants 8/11/2028 $ 11.50 16,362,149 JTAIZ Warrants 8/11/2033 $ 15.00 7,433,405 GEM Warrants 8/11/2026 $ 8.40 2,179,447 Total 25,975,001 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
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 years ended December 31, 2023 and 2022, the Company’s Founder and Executive Chairman advanced a total of $ 0 42,000 0 242,196 no See Note 4 for discussion of Bridge Agreement entered into with related parties. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
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 | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
DEFERRED REVENUE | NOTE 9 – DEFERRED REVENUE Changes in deferred revenue for the year ended December 31, 2023 were as follows: SCHEDULE OF DEFERRED REVENUE Deferred revenue as of December 31, 2022 $ 933,361 Amounts deferred during the year 3,695,476 Revenue recognized from amounts included in the deferred revenue beginning balance (933,361 ) Revenue from current year sales (1,915,682 ) Deferred revenue as of December 31, 2023 $ 1,779,794 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 10 – INCOME TAXES For the years ended December 31, 2023 and 2022, the Company did not record a current or deferred income tax expense or benefit due to current and historical losses incurred by the Company. The Company’s losses before income taxes consist solely of losses from domestic operations. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) 2023 2022 Statutory US Federal tax rate 21 % 21 % Permanent differences: State and local income taxes, net of Federal benefit 0.0 % 0.0 % Stock compensation -11.1 % -17.6 % Other -0.1 % 0.0 % Temporary differences -1.3 % 0.4 % Valuation allowance -8.5 % -3.8 % Total 0.0 % 0.0 % Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are comprised of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Deferred tax asset attributable to: Net operating loss carryover $ 2,529,000 $ 1,472,000 Valuation allowance (2,529,000 ) (1,472,000 ) Net deferred tax asset $ - $ - The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards. Management has considered the Company’s history of cumulative net losses in the United States, estimated future taxable income and prudent and feasible tax planning strategies and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S. federal and state deferred tax assets. Accordingly, a full valuation allowance has been established against these net deferred tax assets as of December 31, 2023 and 2022, respectively. The Company reevaluates the positive and negative evidence at each reporting period. The Company’s valuation allowance increased during 2023 by approximately $ 1,087,000 5,100,000 At December 31, 2023, the Company had federal net operating loss carry forwards of approximately $ 12,100,000 Utilization of the U.S. federal and state net operating loss may be subject to a substantial annual limitation under Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss that can be utilized annually to offset future taxable income and tax liabilities, respectively. The Company has not completed a study to assess whether a change of ownership has occurred, or whether there have been multiple ownership changes since its formation. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and development tax credit carryforwards before utilization. The Company is subject to tax in the United States (“U.S.”) and files income tax returns in the U.S. Federal jurisdiction and several states and local jurisdictions where the Company has determined it has tax nexus. 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On January 17, 2024, the Company entered into a Warrant Exchange Agreement (the “Warrant Exchange Agreement”) with an unaffiliated third-party investor (the “Warrant Holder”) with respect to warrants to purchase an aggregate of 194,729 0.0001 194,729 On January 23, 2024, the Company entered into Warrant Exchange Agreements (the “Warrant Exchange Agreements”) with unaffiliated third-party investors (the “Warrant Holders”) with respect to warrants to purchase an aggregate of 483,637 0.0001 483,637 In January 2024, the Company issued 64,563 742,475 See Note 4 for outstanding bridge notes which were repaid in full in March 2024. In March 2024, the Company sold 1,500,000 1,110,000 In March 2024, the Company closed a Securities Purchase Agreement for a private placement with Ionic Ventures, LLC (the “Investor”). The Company agreed to issue to the Investor 150 1,500 250,000 1.5 The Company has evaluated subsequent events that occurred after December 31, 2023 through April 1, 2024, the date of these consolidated financial statements were available to be issued, and noted no additional events requiring recognition for disclosure. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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 funds from its operations, drawdowns under its GEM share purchase agreement, as well as proceeds from other financing arrangements. 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 predominate 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.” |
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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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. |
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 the 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
Other Current Assets | Other Current Assets Other current assets include security deposits, which relate primarily to contractual prepayments to third-parties for future services, prepaid expenses and customer receivables for additional expenses incurred in their charter trips. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance, and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using the straight-line method for financial statement purposes. As of December 31, 2023 and 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, 2023 and 2022, the Company has capitalized approximately $ 398,000 132,702 398,101 |
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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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 December 31, 2023 and 2022, the Company deferred $ 1,510,976 933,361 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. Deferred revenue with respect to the App was $ 268,818 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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following is a breakout of revenue components by subcategory for the years ended December 31, 2023 and 2022. SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY 2023 2022 For the Year Ended December 31, 2023 2022 Software App and Cirrus Charter $ 7,125,230 $ 2,004,807 Jet Card and Fractional Programs 2,847,533 2,257,736 Management and Other Services 2,241,793 400,185 Fractional/Whole Aircraft Sales - 17,200,000 Total revenues $ 12,214,556 $ 21,862,728 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 JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Pass-Through Costs In applying the guidance of ASC 606, the Company recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are distinct performance obligations. The Company then assesses whether it is acting as an agent or a principal for each identified performance obligation and includes revenue within the transaction price for third-party costs when the Company determines that it is acting as the principal. Cost of Sales The cost of sales expenses includes costs incurred in providing air transportation services, such as chartering third-party aircraft, aircraft lease expenses, pilot training and wages, aircraft fuel, aircraft maintenance, and other aircraft operating expenses. 1. Chartering Third-Party Aircraft: The cost of chartering third-party aircraft is recorded as a part of the cost of sales expense. These expenses include the fees paid to third-party operators for providing aircraft services on behalf of the company. Expenses are recognized in the income statement in the period when the service is rendered and are reported on an accrual basis. 2. Aircraft Lease Expenses: Aircraft lease expenses include the cost of leasing aircraft for the company’s operations. The lease expenses are recognized as an operating expense in the income statement over the lease term on a straight-line basis. 3. Pilot Training and Wages: Pilot training costs are expensed as incurred and are included in the cost of sales expenses. This encompasses expenses related to initial pilot training, recurrent training, and any additional required training programs. Pilot wages, including salaries, bonuses, and benefits, are also recognized as a part of the cost of sales expenses and are reported on an accrual basis. 4. Aircraft Fuel: The cost of aircraft fuel is recognized as an expense in the cost of sales category based on the actual consumption during flight operations. Fuel costs are recorded in the income statement in the period when the fuel is consumed and are reported on an accrual basis. 5. Aircraft Maintenance: Aircraft maintenance expenses include both routine and non-routine maintenance. Routine maintenance costs are expensed as incurred and are recorded as a part of the cost of sales expense. Non-routine maintenance expenses, such as major repairs and overhauls, are capitalized and amortized over their expected useful life. The amortization expense is included in the cost of sales expense and is recognized in the income statement on a straight-line basis over the asset’s useful life. 6. Other Aircraft Operating Expenses: Other aircraft operating expenses include costs such as insurance, landing fees, navigation charges, and catering services. These expenses are recognized in the income statement as a part of the cost of sales expenses in the period when they are incurred and are reported on an accrual basis. |
Advertising Costs | Advertising Costs The Company expenses the cost of advertising and promoting the Company’s services as incurred. Such amounts are included in sales and marketing expense in the consolidated statements of operations and totaled $ 573,881 426,728 |
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. JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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. At December 31, 2023, management is not aware of any uncertain tax positions that would have a material impact on the Company’s consolidated financial statements. |
Loss per Common Share | Loss per Common Share The Company presents basic loss per share (“EPS”) and diluted EPS on the face of the consolidated statements of operations. Basic loss per share is computed as net loss divided by the weighted average number of common shares outstanding for the period. For periods in which the Company incurs a net loss, the effects of potentially dilutive securities would be antidilutive and would be excluded from diluted EPS calculations. For the years ended December 31, 2023 and 2022, there were 3,659,015 3,216,408 25,975,001 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 |
Allowance for Credit Losses | Allowance for Credit Losses The Company recognizes an expected allowance for credit losses with respect to its accounts receivable. In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded. This estimate is calculated on a pooled basis where similar risk characteristics exist. Accounts receivable are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible This estimate is adjusted for management’s assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company. The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses as the Company’s customers have remained constant since the Company’s inception. The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery. If any recoveries are made from any accounts previously written off, they will be recognized in income or an offset to credit loss expense in the year of recovery, in accordance with the entity’s accounting policy election. The total amount of write-offs was immaterial to the consolidated financial statements as a whole for the year ending December 31, 2023. No JET.AI, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
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. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In June 2016, the FASB issued guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in FASB ASC 326 were accounts receivable. The Company adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the consolidated financial statements and primarily resulted in new/enhanced disclosures only. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY | The following is a breakout of revenue components by subcategory for the years ended December 31, 2023 and 2022. SCHEDULE OF BREAKOUT OF REVENUE COMPONENTS BY SUBCATEGORY 2023 2022 For the Year Ended December 31, 2023 2022 Software App and Cirrus Charter $ 7,125,230 $ 2,004,807 Jet Card and Fractional Programs 2,847,533 2,257,736 Management and Other Services 2,241,793 400,185 Fractional/Whole Aircraft Sales - 17,200,000 Total revenues $ 12,214,556 $ 21,862,728 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
SCHEDULE OF OTHER ASSETS | Other assets consisted of the following: SCHEDULE OF OTHER ASSETS 2023 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) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
SCHEDULE OF OPERATING LEASE RIGHT OF USE OF ASSETS AND LIABILITIES | SCHEDULE OF OPERATING LEASE RIGHT OF USE OF ASSETS AND LIABILITIES 2023 2022 For the Year Ended December 31, 2023 2022 Operating lease right-of-use asset $ 2,576,036 $ 2,576,036 Accumulated amortization (1,003,547 ) (494,468 ) Net balance $ 1,572,489 $ 2,081,568 Lease liability, current portion $ 510,034 $ 494,979 Lease liability, long-term 1,021,330 1,531,364 Total operating lease liabilities $ 1,531,364 $ 2,026,343 |
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS | As of December 31, 2023, future minimum required lease payments due under the non-cancellable operating lease are as follows: SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS 2024 549,000 2025 549,000 2026 503,250 Total future minimum lease payments 1,601,250 Less imputed interest (69,886 ) Maturities of lease liabilities $ 1,531,364 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF STOCK OPTIONS ACTIVITY | A summary of our stock option activity for the years ended December 31, 2023 and 2022, is as follows: SCHEDULE OF STOCK OPTIONS ACTIVITY Number of Shares Weighted Average Exercise Price Weighted average Remaining Contractual Term Outstanding at December 31, 2021 2,932,392 $ 6.09 8.93 Granted 284,016 10.42 10.00 Exercised - - - Forfeitures - - - Outstanding at December 31, 2022 3,216,408 6.48 8.06 Granted 458,080 3.91 10.00 Exercised - - - Forfeitures (15,473 ) (10.42 ) - Outstanding at December 31, 2023 3,659,015 $ 6.19 7.40 Exercisable at December 31, 2023 2,943,807 $ 7.64 7.10 |
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 2023 2022 Expected life (years) 6 10 6 10 Risk-free interest rate 3.55 4.55 % 1.43 4.10 % Expected volatility 90 % 80 % Annual dividend yield 0 % 0 % Per share grant date fair value $ 2.58 $ 17.47 |
SCHEDULE OF OUTSTANDING WARRANTS | Number of outstanding warrants as of December 31, 2023 is as follows: SCHEDULE OF OUTSTANDING WARRANTS Warrant Expiration Date Date Exercise Price Number Outstanding JTAIW Warrants 8/11/2028 $ 11.50 16,362,149 JTAIZ Warrants 8/11/2033 $ 15.00 7,433,405 GEM Warrants 8/11/2026 $ 8.40 2,179,447 Total 25,975,001 |
DEFERRED REVENUE (Tables)
DEFERRED REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DEFERRED REVENUE | Changes in deferred revenue for the year ended December 31, 2023 were as follows: SCHEDULE OF DEFERRED REVENUE Deferred revenue as of December 31, 2022 $ 933,361 Amounts deferred during the year 3,695,476 Revenue recognized from amounts included in the deferred revenue beginning balance (933,361 ) Revenue from current year sales (1,915,682 ) Deferred revenue as of December 31, 2023 $ 1,779,794 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) | A reconciliation of income tax expense (benefit) computed at the statutory federal income tax rate to income taxes as reflected in the financial statements is as follows: SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) 2023 2022 Statutory US Federal tax rate 21 % 21 % Permanent differences: State and local income taxes, net of Federal benefit 0.0 % 0.0 % Stock compensation -11.1 % -17.6 % Other -0.1 % 0.0 % Temporary differences -1.3 % 0.4 % Valuation allowance -8.5 % -3.8 % Total 0.0 % 0.0 % |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are comprised of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Deferred tax asset attributable to: Net operating loss carryover $ 2,529,000 $ 1,472,000 Valuation allowance (2,529,000 ) (1,472,000 ) Net deferred tax asset $ - $ - |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) | Aug. 10, 2023 $ / shares | Dec. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock, par value | $ 0.0001 | ||
Exchange ratio | 0.03094529 | ||
Warrant [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Exchange ratio | 0.04924242 | ||
Business Combination Agreement [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) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Total revenues | $ 12,214,556 | $ 21,862,728 |
Software App and Cirrcus Charter [Member] | ||
Product Information [Line Items] | ||
Total revenues | 7,125,230 | 2,004,807 |
Jet Card and Fractional Programs [Member] | ||
Product Information [Line Items] | ||
Total revenues | 2,847,533 | 2,257,736 |
Management and Other Services [Member] | ||
Product Information [Line Items] | ||
Total revenues | 2,241,793 | 400,185 |
Fractional And Whole Aircraft Sales [Member] | ||
Product Information [Line Items] | ||
Total revenues | $ 17,200,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||
Restricted cash | $ 500,000 | $ 500,000 |
Useful lives | 3 years | 3 years |
Capitalized computer software | $ 398,000 | $ 398,000 |
Amortization Expense | 132,702 | 132,702 |
Accumulated amortization | 398,101 | |
Investments in joint venture | 100,000 | |
Deferred revenue | 1,779,794 | 933,361 |
Aircraft | 12,214,556 | 21,862,728 |
Advertising expense | 573,881 | $ 426,728 |
Cash FDIC insured amount | 250,000 | |
Allowance for credit losses | $ 0 | |
Share-Based Payment Arrangement, Option [Member] | ||
Product Information [Line Items] | ||
Antidilutive securities excluded from EPS calculation | 3,659,015 | 3,216,408 |
Warrant [Member] | ||
Product Information [Line Items] | ||
Antidilutive securities excluded from EPS calculation | 25,975,001 | 0 |
Jet Card [Member] | ||
Product Information [Line Items] | ||
Deferred revenue | $ 1,510,976 | $ 933,361 |
Jet Application [Member] | ||
Product Information [Line Items] | ||
Deferred revenue | 268,818 | |
Fractional And Whole Aircraft Sales [Member] | ||
Product Information [Line Items] | ||
Aircraft | $ 17,200,000 |
SCHEDULE OF OTHER ASSETS (Detai
SCHEDULE OF OTHER ASSETS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
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) - USD ($) | 12 Months Ended | |
Sep. 11, 2023 | Dec. 31, 2023 | |
Short-Term Debt [Line Items] | ||
Net Proceeds | $ 500,000 | |
Debt Instrument Debt Dicount | $ 112,500 | $ 181,250 |
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 | 90,625 | |
Interest expense | 103,615 | |
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 | |
Debt instrument carrying amount | $ 20,325 |
SCHEDULE OF OPERATING LEASE RIG
SCHEDULE OF OPERATING LEASE RIGHT OF USE OF ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating lease right-of-use asset | $ 2,576,036 | $ 2,576,036 |
Accumulated amortization | (1,003,547) | (494,468) |
Net balance | 1,572,489 | 2,081,568 |
Lease liability, current portion | 510,034 | 494,979 |
Lease liability, long-term | 1,021,330 | 1,531,364 |
Total operating lease liabilities | $ 1,531,364 | $ 2,026,343 |
SCHEDULE OF FUTURE MINIMUM LEAS
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 549,000 | |
2025 | 549,000 | |
2026 | 503,250 | |
Total future minimum lease payments | 1,601,250 | |
Less imputed interest | (69,886) | |
Maturities of lease liabilities | $ 1,531,364 | $ 2,026,343 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 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 | Dec. 31, 2023 | Dec. 31, 2022 | Nov. 14, 2022 | |
Product Liability Contingency [Line Items] | ||||||||||
Operating lease expense | $ 1,192,184 | $ 863,824 | ||||||||
Weighted average remaining lease term | 3 years | |||||||||
Weighted average discount rate | 3% | |||||||||
Exercise price warrants | $ 11.50 | |||||||||
Common stock, par value | $ 0.0001 | 0.0001 | $ 0.0001 | |||||||
Prepayment fee | $ 625,000 | |||||||||
Share price | $ 2.58 | $ 17.47 | ||||||||
Number of shares issued value | $ 1,512,260 | $ 2,904,160 | ||||||||
Gross proceeds | 2,829,395 | $ 3,000,760 | ||||||||
Stock issued during period value purchase of assets | $ 1,221,945 | |||||||||
Common Stock [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Number of shares issued | 65,960 | 121,323 | ||||||||
Common stock, par value | $ 0.0001 | |||||||||
Number of shares issued value | $ 7 | $ 12 | ||||||||
Stock issued during period value purchase of assets | 50 | |||||||||
Series A1 Preferred Shares [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Cumulative preferred stock dividends | $ 46,587 | |||||||||
Lease Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Liquidity reserve | $ 500,000 | $ 500,000 | ||||||||
Arrangement fee | 70,500 | |||||||||
Lease Agreement [Member] | Maintenance [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Liquidity reserve | $ 690,000 | $ 690,000 | ||||||||
Share Purchase Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Number of shares issued | 40,000,000 | |||||||||
Commitment fee | $ 800,000 | |||||||||
Purchase of warrants | 2,179,447 | |||||||||
Exercise price warrants | $ 8.40 | |||||||||
Warrants and rights outstanding term | 3 years | |||||||||
Registration Rights Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Debt instrument periodic payment | $ 10,000 | |||||||||
Debt instrument fee amount | $ 300,000 | $ 300,000 | ||||||||
Warrant Amendment Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||
Ownership percentage | 4.99% | |||||||||
Forward Purchase Agreement [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 | |||||||||
Proceeds from sales of initial shortfall, percentage | 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 | 296,518 | ||||||||
Increase in number of shares issued | 994,645 | 994,645 | ||||||||
Gross proceeds | 921,945 | |||||||||
Stock issued during period value purchase of assets | $ 1,221,945 | |||||||||
Forward Purchase Agreement [Member] | Common Stock [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Number of shares issued | 275,000 | 275,000 | ||||||||
Forward Purchase Agreement [Member] | Oxbridge Shares [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Ownership percentage | 9.90% | |||||||||
Forward Purchase Agreement [Member] | Common Class A [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Common stock, par value | $ 0.0001 | |||||||||
FPA Funding Amount PIPE Subscription Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Number of shares issued | 247,756 | |||||||||
share price per share | $ 10 | |||||||||
Number of shares issued | 548,127 | 548,127 | ||||||||
Amendment Forward Purchase Agreement [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Future shortfall amount | $ 550,000 | $ 550,000 | ||||||||
Reduction in prepayment shortfall | $ 1,175,000 | $ 1,175,000 | ||||||||
FPA Funding Amount PIPE Subscription Agreements [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Number of shares issued | 1,186,952 | |||||||||
Maxim Settlement Agreement [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] | 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] | 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] | Sponsor [Member] | Promissory Note [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Debt instrument face amount | $ 575,000 | |||||||||
Sponsor Settlement Agreement [Member] | Series A1 Preferred Shares [Member] | ||||||||||
Product Liability Contingency [Line Items] | ||||||||||
Number of shares issued | 575 |
SCHEDULE OF STOCK OPTIONS ACTIV
SCHEDULE OF STOCK OPTIONS ACTIVITY (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Number of Shares, Outstanding | 3,216,408 | 2,932,392 | |
Weighted Average Exercise Price, Outstanding | $ 6.48 | $ 6.09 | |
Weighted average Remaining Contractual Term, Outstanding | 7 years 4 months 24 days | 8 years 21 days | 8 years 11 months 4 days |
Number of Shares, Granted | 458,080 | 284,016 | |
Weighted Average Exercise Price, Granted | $ 3.91 | $ 10.42 | |
Weighted average Remaining Contractual Term, Granted | 10 years | 10 years | |
Number of Shares, Exercised | |||
Weighted Average Exercise Price, Exercised | |||
Number of Shares, Forfeitures | 15,473 | ||
Weighted Average Exercise Price, Forfietures | $ 10.42 | ||
Number of Shares, Forfeitures | (15,473) | ||
Weighted Average Exercise Price, Forfietures | $ (10.42) | ||
Number of Shares, Outstanding | 3,659,015 | 3,216,408 | 2,932,392 |
Weighted Average Exercise Price, Outstanding | $ 6.19 | $ 6.48 | $ 6.09 |
Number of Shares, Exercisable | 2,943,807 | ||
Weighted Average Exercise Price, Exercisable | $ 7.64 | ||
Weighted average Remaining Contractual Term, Exercisable | 7 years 1 month 6 days |
SCHEDULE OF STOCK OPTIONS VALUA
SCHEDULE OF STOCK OPTIONS VALUATION ASSUMPTIONS (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Risk-free interest rate, minimum | 3.55% | 1.43% |
Risk-free interest rate, maximum | 4.55% | 4.10% |
Expected volatility | 90% | 80% |
Annual dividend yield | 0% | 0% |
Per share grant date fair value | $ 2.58 | $ 17.47 |
Minimum [Member] | ||
Expected term | 6 years | 6 years |
Maximum [Member] | ||
Expected term | 10 years | 10 years |
SCHEDULE OF OUTSTANDING WARRANT
SCHEDULE OF OUTSTANDING WARRANTS (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Exercise price | $ / shares | $ 11.50 |
Number outstanding | shares | 25,975,001 |
JTAIW Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration date | Aug. 11, 2028 |
Exercise price | $ / shares | $ 11.50 |
Number outstanding | shares | 16,362,149 |
JTAIZ Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration date | Aug. 11, 2033 |
Exercise price | $ / shares | $ 15 |
Number outstanding | shares | 7,433,405 |
GEM Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Expiration date | Aug. 11, 2026 |
Exercise price | $ / shares | $ 8.40 |
Number outstanding | shares | 2,179,447 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Aug. 31, 2021 | Jun. 30, 2021 | Feb. 29, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 10, 2023 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, shares authorized | 55,000,000 | 55,000,000 | 59,000,000 | ||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares authorized | 4,000,000 | 0 | |||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, shares issued | 1,702 | 0 | |||||
Preferred stock, shares outstanding | 1,702 | 0 | |||||
Number of warrants outstanding | 25,975,001 | ||||||
Exercise price | $ 11.50 | ||||||
Number of shares issued | $ 1,512,260 | $ 2,904,160 | |||||
Proceeds from of common stock gross | $ 2,829,395 | $ 3,000,760 | |||||
Number of options granted | 458,080 | 284,016 | |||||
Options exercisable | $ 7.64 | ||||||
Weighted average exercise price | $ 6.19 | $ 6.48 | $ 6.09 | ||||
Total options outstanding | 3,659,015 | 3,216,408 | 2,932,392 | ||||
Options were available for grant | $ 3.91 | $ 10.42 | |||||
Stock based compensation | $ 6,645,891 | $ 6,942,653 | |||||
Unrecognized stock-based compensation | $ 4,690,000 | ||||||
Omnibus Incentive Plan [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Reserved for common stock future issuance | 19,802 | ||||||
2018 Plan [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Reserved for common stock future issuance | 2,320,897 | 2,320,897 | |||||
2021 Plan [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of share based compensation | 154,726 | ||||||
Nonvoting Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Gross proceeds | $ 18,598 | ||||||
Restricted Stock Units (RSUs) [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Stock based compensation | $ 1,280,970 | ||||||
Restricted Stock Units (RSUs) [Member] | Nonvoting Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares granted | 148,950 | ||||||
Share-Based Payment Arrangement, Option [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of options granted | 458,080 | 284,016 | |||||
Options term | 10 years | 10 years | |||||
Options exercisable | $ 10.42 | ||||||
Number of options vested | 35,000 | 42,643 | |||||
Grant date fair value | $ 2,113,000 | $ 4,774,000 | |||||
Weighted average exercise price | $ 6.19 | ||||||
Options vesting period | 3 years | ||||||
Total options outstanding | 3,659,015 | ||||||
Options were available for grant | $ 19,802 | ||||||
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 | ||||||
Share-Based Payment Arrangement, Option [Member] | Maximum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Weighted average exercise price | $ 10.42 | ||||||
Share-Based Payment Arrangement, Option [Member] | Minimum [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Weighted average exercise price | $ 2.50 | ||||||
Jet Token Inc [Member] | Nonvoting Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Share price per share | $ 24 | $ 9.69 | |||||
Number of shares issued, shares | 902,777 | 1,031,510 | 119,407 | ||||
Number of shares sold during period | 1,915 | ||||||
Proceeds from of common stock gross | $ 1,598,630 | $ 2,901,106 | |||||
Shares issued escrow funds | 65,960 | ||||||
Escrow deposit | $ 6,724 | ||||||
Jet Token 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 | |||||
Escrow [Member] | Nonvoting Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Proceeds from of common stock gross | $ 15,544 | ||||||
Common Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Common stock, shares authorized | 55,000,000 | ||||||
Common stock par value | $ 0.0001 | ||||||
Reserved for common stock future issuance | 3,284,488 | ||||||
Number of shares issued, shares | 65,960 | 121,323 | |||||
Number of shares issued | $ 7 | $ 12 | |||||
Common Stock [Member] | 2021 Plan [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Issuance of share based compensation | 464,179 | ||||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Reserved for common stock future issuance | 148,950 | ||||||
Common Stock [Member] | Business Combination [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares issued upon the consummation of business combination | 4,523,167 | ||||||
Preferred Stock [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Preferred stock, shares authorized | 4,000,000 | ||||||
Preferred stock par value | $ 0.0001 | ||||||
Warrant [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of warrants outstanding | 5,760,000 | ||||||
Warrant [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Reserved for common stock future issuance | 237,030 | ||||||
Share price per share | $ 15 | ||||||
Warrant [Member] | Business Combination [Member] | |||||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||||
Number of shares issued upon the consummation of business combination | 7,196,375 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | 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 | 42,000 |
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) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue as of December 31, 2022 | $ 933,361 |
Amounts deferred during the period | 3,695,476 |
Revenue recognized from amounts included in the deferred revenue beginning balance | (933,361) |
Revenue from current period sales | (1,915,682) |
Deferred revenue as of December 31, 2023 | $ 1,779,794 |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAX EXPENSE (BENEFIT) (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory US Federal tax rate | 21% | 21% |
State and local income taxes, net of Federal benefit | 0% | 0% |
Stock compensation | (11.10%) | (17.60%) |
Other | (0.10%) | 0% |
Temporary differences | (1.30%) | 0.40% |
Valuation allowance | (8.50%) | (3.80%) |
Total | 0% | 0% |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryover | $ 2,529,000 | $ 1,472,000 |
Valuation allowance | (2,529,000) | (1,472,000) |
Net deferred tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance increased amount | $ 1,087,000 |
Net operating loss | 5,100,000 |
Net operating loss carryforwards | $ 12,100,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Jan. 31, 2024 | Jan. 23, 2024 | Jan. 17, 2024 | Mar. 31, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 10, 2023 | |
Subsequent Event [Line Items] | ||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Number of shares issued | 9,754,364 | 4,454,665 | ||||||
Proceeds from sale of Common Stock | $ 2,829,395 | $ 3,000,760 | ||||||
Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 64,563 | |||||||
Proceeds from sale of Common Stock | $ 742,475 | |||||||
Number of shares sold | 1,500,000 | |||||||
Gross proceeds from sale of common stock | $ 1,110,000 | |||||||
Warrant Exchange Agreement [Member] | Subsequent Event [Member] | Warrant Holder [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrant purchase shares | 483,637 | 194,729 | ||||||
Common stock par value | $ 0.0001 | $ 0.0001 | ||||||
Sale of Common Stock for cash, shares | 483,637 | 194,729 | ||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of shares issued | 250,000 | 250,000 | ||||||
Gross proceeds | $ 1,500,000 | |||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Series B Convertible Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Sale of Common Stock for cash, shares | 150 | |||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||
Subsequent Event [Line Items] | ||||||||
Warrant purchase shares | 1,500 | 1,500 |