Jet.AI Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number:001-40725 Jet.AI Inc.(Exact Name of Registrant As Specified In Its Charter) Delaware93-2971741State or other jurisdictionof incorporation or organization(I.R.S. EmployerIdentification No.) Securities registered under Section 12(b) of the Act: Securities registered under Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant has (1) filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company”in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates was $1,837,368as of the last business day of theregistrant’s most recently completed second fiscal quarter. As of March 12, 2025, there were2,187,001shares of the Company’s common stock, par value $0.0001, issued and outstanding. TABLE OF CONTENTS PageCautionary Note Regarding Forward-Looking StatementsiiMarket and Industry DataiiSummary of Risk FactorsiiiPART IItem 1Business1Item 1ARisk Factors11Item 1BUnresolved Staff Comments27Item 1CCybersecurity27Item 2Properties28Item 3Legal Proceedings28Item 4Mine Safety Disclosures28PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities28Item 6[Reserved]29Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations29Item 7AQuantitative and Qualitative Disclosures About Market Risk42Item 8Financial Statements and Supplementary Data42Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure42Item 9AControls and Procedures43Item 9BOther Information43Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections43PART IIIItem 10Directors, Executive Officers and Corporate Governance44Item 11Executive Compensation50Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters62Item 13Certain Relationships and Related Transactions, and Director Independence63Item 14Principal Accountant Fees and Services68PART IVItem 15Exhibits and Financial Statement Schedules69Item 16Form 10-K Summary71Signatures72Index to Consolidated Financial Statements73i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”