Jet.AI Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 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.) (Address of Principal Executive Offices)(ZIP Code) (702) 747-4000(Registrant’s telephone number, including area code) 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 SecuritiesExchange Act of 1934 during 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 filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging 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. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new 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 effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared 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 theregistrant included in the filing 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-basedcompensation received 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 $11,905,209 as of the last businessday of the registrant’s most recently completed second fiscal quarter. As of March 6, 2026, there were 119,209,666 shares 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 Factors14Item 1BUnresolved Staff Comments35Item 1CCybersecurity35Item 2Properties36Item 3Legal Proceedings36Item 4Mine Safety Disclosures36PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities36Item 6[Reserved]38Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations38Item 7AQuantitative and Qualitative Disclosures About Market Risk49Item 8Financial Statements and Supplementary Data49Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure49Item 9AControls and Procedures49Item 9BOther Information50Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections50PART IIIItem 10Directors, Executive Officers and Corporate Governance51Item 11Executive Compensation57Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters70Item 13Certain Relationships and Related Transactions, and Director Independence71Item 14Principal Accountant Fees and Services75PART IVItem 15Exhibits and Financial Statement Schedules76Item 16Form 10-K Summary77Signatures78Index to Consol