LAS VEGAS, May 15, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced financial results for the first quarter ended March 31, 2026.
General Company Update
- As of March 31, 2026, the Company had approximately $13.5 million in cash and no debt, compared to $1.8 million in cash as of December 31, 2025.
- The proposed merger with flyExclusive remains on track for a shareholder vote on June 11, 2026. Subsequent to quarter end, the Company sold one of its HondaJet aircraft in coordination with flyExclusive and in preparation for the anticipated closing of the transaction.
- Following quarter end, the Company also announced the acquisition of a $5 million economic interest in SpaceX, which has recently been widely reported to be pursuing an IPO in June/July.
- Consensus Compute JV secured natural gas supply equivalent to 500MW of generation capacity for the Manitoba campus, along with the environmental permits required to use the gas for power generation. The 395-acre Manitoba campus continues to attract significant interest from hyperscalers, and this achievement marked completion of the JV’s third milestone. The next major phase of the project is expected to include turbine acquisition aligned with a tenant commitment, along with additional formal project milestones. The power study for the Moapa data center remains ongoing and the company maintains a robust pipeline of North American data center projects.
- The AI Infrastructure Acquisition Corp. (NYSE:AIIA), valued at approximately $17.2 million on the balance sheet, is actively engaged with several targets, and outreach remains ongoing.
- During the quarter, the Board approved a $5 million share repurchase authorization.
Proposed Merger with flyExclusive
On May 1, 2026, Jet.AI announced that the Registration Statement Form S-4 (File No. 333-284960) filed by flyExclusive, Inc. (“flyExclusive”) related to the proposed merger transaction has been declared effective by the Securities and Exchange Commission (the “SEC”), formally advancing the transaction into its stockholder approval and closing phases.
Jet.AI and flyExclusive continue to expect to close the proposed merger in the second quarter of 2026, with Jet.AI’s special meeting of its stockholders scheduled on June 11, 2026. Jet.AI stockholders of record as of the record date, May 8, 2026, are entitled to vote on the proposed transaction at the meeting. The definitive proxy statement for the special meeting was filed with the SEC and can be found on the SEC’s website here. The Company mailed the definitive proxy materials on or about May 13th, 2026. The definitive proxy materials contain important information regarding the special meeting and the proposed transactions, including voting procedures and risk factors.
Strategic Holdings
- The Company holds a $5.0 million economic interest in SpaceX and its related subsidiaries (including but not limited to xAI/Grok, Starlink, and X/Twitter) from an investment made through a Special Purpose Vehicle (SPV) that held equity in xAI prior to its acquisition by SpaceX. It has been widely reported that SpaceX is planning an IPO this summer and market speculation that it would price at a level significantly higher than that paid by the Company.
- As of March 31, 2026, the aggregate value of the shares the Company holds of AI Infrastructure Acquisition Corp. (“AIIA”) was approximately $17.23 million, consisting of AIIA Class A Ordinary Shares and Rights valued at $1.35 million and AIIA Class B Ordinary Shares valued at $15.88 million. The SPAC is actively engaged with numerous targets, and outreach remains ongoing.
Data Center Updates
In March 2026, Jet.AI and Consensus Core Technologies, Inc. (“Consensus Core”) completed the third set of milestones for the Midwestern and Maritime hyperscale data center campuses by their joint venture, Convergence Compute LLC (“Convergence Compute”). The completed milestones included:
- Midwestern Campus
- Submission of a Transmission Power Load Study Application by Convergence Compute
- Natural gas supply confirmation for up to six turbines at the Midwestern campus
- Maritime Campus
- Executed letter of intent for Convergence Compute to acquire power from hydro and the producer's proposed wind farm for use by the Maritime campus (the “Wind Power Project”)
- Assignment of all of Consensus Core's rights to lease the Maritime project property to Convergence Compute
The upcoming fourth milestone includes the following:
- Midwestern Campus
- Obtaining of any necessary environmental permits or studies
- Delivery of site plans for establishment of utility/energy generation to the Midwest Data Center Project property, including any gas lines
- Maritime Campus
- Obtaining of any necessary environmental permits or studies
- Delivery of site plans for establishment of utility/energy generation to the Maritime Data Center Project property, including any gas lines
- Execution of a definitive agreement with respect to the Wind Power Project
The power study for the Moapa data center project remains ongoing and the company maintains a robust pipeline of North American data center projects.
Jet.AI Founder and Executive Chairman Mike Winston added: “In just the past three months, Jet.AI has advanced major AI data center milestones across three North American sites (totaling over 1 GW capacity), secured a $5.0 million strategic economic interest in xAI/SpaceX, reported a profitable full-year 2025 with strong cash position, authorized a $5.0 million share repurchase program, and cleared key regulatory hurdles toward closing our transformative merger with flyExclusive in Q2 2026, positioning us as a pure-play leader in powered land for AI infrastructure.”
Additional information regarding the Company’s financial results for the first quarter ended March 31, 2026 can be found in the Form 10-Q filed with the U.S. Securities and Exchange Commission here.
About Jet.AI
Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol “JTAI.”
Additional Information and Where to Find It
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the “Merger Agreement”), flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement was declared effective on April 30, 2026 and includes a preliminary proxy statement of the Company and a preliminary prospectus of flyExclusive. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC and they each may file with the SEC other relevant documents concerning the proposed transactions. The definitive proxy statement and other relevant documents will be mailed to Jet.AI stockholders as of May 8, 2026, the record date established for voting on the proposed transactions, in connection with Jet.AI’s solicitation of proxies for the special meeting. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that are incorporated by reference therein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation of Proxies
Jet.AI, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI’s stockholders in connection with the proposed transactions. Jet.AI’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of Jet.AI’s directors and officers in the parties’ filings with the SEC, including Jet.AI’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s stockholders in connection with the proposed transactions and a description of their direct and indirect interests is included in the definitive proxy statement/prospectus relating to the proposed transactions. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, and which contains the material terms and conditions of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about the industry in which we operate and management’s beliefs and assumptions. Forward-looking statements may be identified by the use of words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “outlook,” “projects,” “forecasts,” “aim” and similar expressions but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. Any forward-looking statements contained herein are based on current expectations, but are subject to risks and uncertainties that could cause actual results to differ materially from those indicated or expected. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. For more information on these risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Risk Factors” in Item 1A, and also in subsequent reports filed by Jet.AI with the Securities and Exchange Commission. The forward-looking statements contained in this press release speak only as of the date of this press release. Readers are cautioned not to put undue reliance on forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as provided by law.
Jet.AI Investor Relations:
Gateway Group, Inc.
949-574-3860
[email protected]
JET.AI, INC.
CONSOLIDATED BALANCE SHEETS
par value $0.0001, 0 issued and outstanding - - Series B Convertible Preferred Stock, 5,000 shares authorized,
par value $0.0001, 0 and 750 issued and outstanding - - Common stock, 1,000,000 shares authorized, par value $0.0001,
639,738 and 31,413 issued and outstanding 63 2 Subscription receivable (6,724) (6,724)Additional paid-in capital 86,619,499 69,938,333 Accumulated deficit (50,637,706) (47,956,604)Total stockholders' equity 35,975,132 21,975,007 Total liabilities and stockholders' equity $39,406,232 $25,684,076
JET.AI, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
of $64,382 and $550,936, respectively) 2,225,862 2,652,427 Sales and marketing 306,387 294,408 Research and development 99,080 108,924 Total operating expenses 2,631,329 3,055,759 Operating loss (2,865,552) (3,171,273) Other income: Other income 90,450 1,469 Unrealized gain on other investments 94,000 - Total other income 184,450 1,469 Loss before provision for income taxes (2,681,102) (3,169,804) Provision for income taxes - - Net Loss $(2,681,102) $(3,169,804) Weighted average shares outstanding - basic and diluted 401,302 8,557 Net loss per share - basic and diluted $(6.68) $(370.43)
JET.AI, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
operating activities: Unrealized gain on other investments (94,000) - Amortization and depreciation 637 638 Stock-based compensation 64,382 550,936 Non-cash operating lease costs 137,390 133,439 Changes in operating assets and liabilities: Accounts receivable (221,174) (266,643)Other current assets 33,220 21,059 Accounts payable (268,906) 271,350 Accrued liabilities 102,563 446,080 Deferred revenue 22,239 (37,349)Operating lease liability (133,865) (129,914)Net cash used in operating activities (3,038,616) (2,180,208) CASH FLOWS FROM INVESTING ACTIVITIES: Investment in joint venture (1,900,000) - Deposit on aircraft - (1,100,000)Deposits and other assets - (77,000)Net cash used in investing activities (1,900,000) (1,177,000) CASH FLOWS FROM FINANCING ACTIVITIES: Offering costs (3,196,913) (1,270,000)Proceeds from exercise of Series B Convertible Preferred Stock warrants - 11,000,000 Proceeds from sale of Common Stock 19,813,758 - Net cash provided by financing activities 16,616,845 9,730,000 Increase in cash and cash equivalents 11,678,229 6,372,792 Cash and cash equivalents, beginning of period 1,819,503 5,872,627 Cash and cash equivalents, end of period $13,497,732 $12,245,419 Supplemental disclosures of cash flow information: Cash paid for interest $- $- Cash paid for income taxes $- $- Non-cash financing activities: Issuance of Common Stock for Series B Preferred Stock conversion $20 $-