Jet.AI (JTAI) FY2025 10-K Risk Factors: 19 New, 13 Dropped

What the changes say

The company faces going concern doubts and a Nasdaq minimum bid price deficiency below $1.00 per share.

What changed since the prior 10-K

New

NewRisks Related to Our Business
We may not have sufficient funds to sustain our business until (if ever) we become profitable (if ever) and may not be able to obtain additional capital when desired, on favorable terms or at all. If we are unsuccessful in securing additional sources of capital, we may not be able to continue as a going concern
The independent registered public accounting firm included a going concern explanatory paragraph in the audited financial statements for the year ended December 31, 2025.
NewRisks Related to Our Business
We have made a significant investment in the sponsor of a blank check company commonly referred to as a special purpose acquisition company (“SPAC”) and will suffer the loss of all of our investment if the SPAC does not complete an initial business combination by April 6, 2027
We invested approximately $2.7 million in AIIA Sponsor Ltd., holding a 49.9% interest, which will be lost entirely if AI Acquisition fails to complete a business combination by April 6, 2027.
NewRisks Related to Our Business
Our use of fair value accounting of our indirect investment in AI Acquisition could result in income statement volatility, which in turn, could cause significant market price and trading volume fluctuations for our common stock
Our indirect investment in AI Acquisition is recorded at fair value as a Level 3 asset using a 25% discount rate, causing income statement and stock price volatility.
NewRisks Related to Our Anticipated Data Center Operations
Our focus on the development of data centers, and provision of AI data center services represents an evolving business model and strategy
We transitioned into the AI data center market in the second quarter of 2025, which may require more time and capital than anticipated and impact our charter business.
NewRisks Related to Our Anticipated Data Center Operations
Our AI data center services strategy may take significant time and expenditure to implement, and our efforts may not be successful
Implementing our AI data center strategy involves retrofitting existing facilities and procuring electricity supply capacity, risking budget overruns and delays.
NewRisks Related to Our Anticipated Data Center Operations
Our increased focus on the AI data center market may not be successful and may result in adverse consequences to our business, results of operations and financial condition
We have limited experience developing AI data center services for applications like scientific research and machine learning, risking our growth strategy.
NewRisks Related to Our Anticipated Data Center Operations
As we continue to enter into the AI data center market, competitive, operational, legal and regulatory risks may be exacerbated as there is substantial uncertainty about the extent to which AI will result in changes that come with risks that we may not be able to anticipate, prevent, mitigate or remediate
Entering the AI data center market exposes us to unfamiliar competitors and regulatory uncertainties that could adversely affect our financial condition.
NewRisks Related to Our Anticipated Data Center Operations
Our anticipated data center business is expected to have significant customer concentration
We expect a high customer concentration in our anticipated AI data center business, meaning the loss of a single customer could materially harm our operating results.
NewRisks Related to Our Anticipated Data Center Operations
We may be unable to raise additional capital needed to fulfill our capital or liquidity needs or grow our business and achieve the expansion plans we have for the development and provision of AI data center services
Constructing AI data center facilities requires massive capital expenditures compared to our legacy aircraft charter business, risking shareholder dilution if we issue new securities.
NewRisks Related to Our Anticipated Data Center Operations
Our growth strategy includes expanding and diversifying our revenue sources, including by entering the AI data center services market, as well as aiming to develop new products and services leveraging our eventual data center capacity and access to power
Acquiring hardware such as GPUs for our AI data centers involves substantial equipment costs subject to market fluctuations and supply-demand imbalances.
NewRisks Related to Our Anticipated Data Center Operations
Supply chain and logistics issues for us, our contractors or our suppliers may frustrate or delay our expansion plans into the AI data center services market or increase the cost of constructing our infrastructure
Supply chain issues, semiconductor chip shortages, and potential tariffs on imported equipment may delay our AI data center construction plans and increase costs.
NewRisks Related to Our Anticipated Data Center Operations
Any electricity outage, non-supply or limitation of electricity supply, including as a result of political pressures or regulations, or increase in electricity costs may result in material impacts to our AI data center services operations and financial performance
Our AI data center operations rely heavily on third-party electricity supply, and any utility outages, capacity limitations, or power cost increases will impact our performance.
NewRisks Related to Our Anticipated Data Center Operations
We may be affected by price fluctuations in the wholesale and retail power markets
NewRisks Related to Our Anticipated Data Center Operations
Any delays or unexpected costs in the development of any new properties acquired for development may delay and harm our growth prospects, future operating results and financial condition
NewRisks Related to Our Anticipated Data Center Operations
Government regulators and utilities may potentially restrict the ability of electricity suppliers to provide electricity to AI data centers or AI services generally
NewRisks Related to Our Anticipated Data Center Operations
We may fail to anticipate or adapt to technology innovations in a timely manner, or at all
NewRisks Related to Ownership of our Common Stock
Any of the foregoing provisions and terms that have the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of our securities, and could also affect the price that some investors are willing to pay for our securities
NewRisks Related to Ownership of our Common Stock
Stockholders may experience dilution of their ownership interest due to the issuance of shares of our common stock
NewRisks Related to Ownership of our Common Stock
Stockholder activism could disrupt our business and harm our stock price

Dropped

DroppedRisks Related to the Company’s Business
The Company may not have enough capital as needed and may be required to raise more capital and the terms of subsequent financings may adversely impact your investment
DroppedRisks Related to the Company’s Business
The Company may not accurately anticipate how quickly it may use its funds and whether these funds are sufficient to bring the business to profitability
DroppedRisks Related to the Company’s Business
Jet.AI is subject to risks related to taxation in the United States
DroppedRisks Related to the Company’s Charter Business Operating Environment
Demand for private jet charters may be negatively impacted by factors affecting air travel generally, such as adverse weather conditions, an outbreak of a contagious disease and other natural events, terrorism and increased security screening requirements
DroppedRisks Related to the Company’s Charter Business Operating Environment
There can be no assurance that the Company’s competitors will not be successful in capturing a share of our present or potential customer base. The materialization of any of these risks could adversely affect the Company’s business, financial condition and results of operations
Working capital financing risks amid rising interest rates.
DroppedRisks Related to the Company’s Charter Business Operating Environment
The supply of pilots to the airline industry is limited and may negatively affect the Company’s operations and financial condition. Increases in labor costs may adversely affect the Company’s business, results of operations and financial condition
DroppedRisks Related to the Company’s Charter Business Operating Environment
Pilot attrition may negatively affect the Company’s operations and financial condition
DroppedRisks Related to the Company’s Charter Business Operating Environment
The Company is exposed to operational disruptions due to maintenance
DroppedRisks Related to the Company’s Charter Business Operating Environment
Significant increases in fuel costs could have a material adverse effect on the Company’s business, financial condition and results of operations
DroppedRisks Related to the Company’s Charter Business Operating Environment
The demand for the Company’s services is subject to seasonal fluctuations
DroppedRisks Relating to Ownership of Jet.AI Securities
The issuances of additional shares of Jet.AI common stock under the Share Purchase Agreement and the GEM Warrant may result in dilution of future Jet.AI stockholders and have a negative impact on the market price of Jet.AI common stock
DroppedRisks Relating to Ownership of Jet.AI Securities
Certain existing stockholders purchased our securities at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price
Uncertainty of cash burn rates and future profitability.
DroppedRisks Relating to Ownership of Jet.AI Securities
The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies
Risks related to United States income taxation.

Reworded

100% rewrittenRisks Related to Our Legacy Charter Business Operating Environment
Demand for our aviation services may decline due to factors beyond our control
Streamlined aviation demand risks into a single concise factor incorporating fuel costs, pilot availability, and general charter declines.
Was: Demand for the Company’s services may decline due to factors beyond its control
96% rewrittenRisks Related to Ownership of our Common Stock
Anti-takeover provisions contained in our governing documents and applicable laws could impair a takeover attempt
Expanded anti-takeover risk details to list specific charter provisions like blank check preferred stock and advance notice requirements.
Was: Anti-takeover provisions contained in the Company’s Certificate of Incorporation and applicable laws could impair a takeover attempt
88% rewrittenRisks Related to Ownership of our Common Stock
If we fail to comply with the continued listing requirements of Nasdaq, we would face possible delisting, which would result in a limited public market for our shares, limit our ability to access existing liquidity facilities and make obtaining future financing more difficult for us
Updated to disclose that on February 6, 2026, we received a Nasdaq notice for failing the $1.00 minimum bid price requirement, giving us until August 5, 2026 to regain compliance.
78% rewrittenRisks Related to Our Business
We are an early-stage company with a limited operating history
Removed references to predecessor Jet Token, Inc. and added specific warnings that achieving profitability does not guarantee we can sustain or increase it.
Was: The Company is an early-stage company with a limited operating history
75% rewrittenRisks Related to Our Business
Our primary assets include our direct and indirect interests in our subsidiaries and, accordingly, we are dependent upon distributions from our subsidiaries to pay taxes and cover our corporate and other overhead expenses
Clarified our holding company structure, noting we have historically operated with minimal assets and rely entirely on subsidiary distributions.
Was: Jet.AI’s sole material asset is its direct and indirect interests in its subsidiaries and, accordingly, Jet.AI is dependent upon distributions from its subsidiaries to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on the Jet.AI common stock
74% rewrittenRisks Related to Our Legacy Charter Business Operating Environment
Any failure to offer high-quality customer support may harm our relationships with our customers and could adversely affect our reputation, brand, business, financial condition and results of operations
Changed heading from pilot supply risks to customer support quality, focusing on our ability to train staff at scale.
Was: Any failure to offer high-quality customer support may harm the Company’s relationships with its customers and could adversely affect the Company’s reputation, brand, business, financial condition and results of operations
74% rewrittenRisks Related to Our Legacy Charter Business Operating Environment
If efforts to continue to build a strong brand identity and improve member satisfaction and loyalty are not successful, we may not be able to attract or retain members, and our operating results may be adversely affected
Added emphasis on how widespread customer dissatisfaction can damage our brand and hinder customer retention.
Was: If efforts to continue to build a strong brand identity and improve member satisfaction and loyalty are not successful, the Company may not be able to attract or retain members, and its operating results may be adversely affected
66% rewrittenRisks Related to Our Business
A delay or failure to identify and devise, invest in and implement certain important technology, business, and other initiatives could have a material impact on our business, financial condition and results of operations
Expanded technology initiatives to explicitly include data centers alongside our legacy aircraft fleet structuring and information technology.
Was: A delay or failure to identify and devise, invest in and implement certain important technology, business, and other initiatives could have a material impact on the Company’s business, financial condition and results of operations
65% rewrittenRisks Related to Our Business
We may not be able to successfully implement our growth strategies
Was: The Company may not be able to successfully implement its growth strategies
64% rewrittenRisks Related to the flyExclusive Transactions and Us after the Closing of the Transactions
We may not achieve some or all of the expected benefits of the Transactions, and the Transactions may adversely impact our business
Was: Jet.AI may not achieve some or all of the expected benefits of the Transactions, and the Transactions may adversely impact Jet.AI’s business
63% rewrittenRisks Related to Ownership of our Common Stock
Sales of shares of our common stock, or the perception of such sales, by us or our significant stockholders in the public market or otherwise could cause the market price for shares of our common stock to decline
Was: Sales of Jet.AI common stock, or the perception of such sales, by us or our significant stockholders in the public market or otherwise could cause the market price for Jet.AI common stock to decline
62% rewrittenRisks Related to Our Business
We are dependent on our information systems which may be vulnerable to cyber-attacks or other events
Was: The Company is dependent on its information systems which may be vulnerable to cyber-attacks or other events
62% rewrittenRisks Related to Our Business
We rely on third parties maintaining open marketplaces to distribute our mobile and web applications
Was: The Company relies on third parties maintaining open marketplaces to distribute its mobile and web applications
62% rewrittenRisks Related to Our Business
We may be unable to adequately protect our intellectual property interests or may be found infringing on the intellectual property interests of others
Was: The Company may be unable to adequately protect its intellectual property interests or may be found infringing on the intellectual property interests of others
61% rewrittenRisks Related to Ownership of our Common Stock
We have never paid cash dividends on our common stock, and we do not anticipate paying dividends in the foreseeable future
Was: The Company has never paid cash dividends on its capital stock, and Jet.AI does not anticipate paying dividends in the foreseeable future
61% rewrittenRisks Related to Our Legacy Charter Business Operating Environment
We face a high level of competition with numerous market participants with greater financial resources and operating experience
Was: The Company faces a high level of competition with numerous market participants with greater financial resources and operating experience
60% rewrittenRisks Related to Our Business
Our operating results have been, and are expected to continue to be, difficult to continue to predict based on a number of factors that also will affect our long-term performance
Was: The Company’s operating results are expected to be difficult to predict based on a number of factors that also will affect its long-term performance
58% rewrittenRisks Related to Our Business
Our failure to attract and retain highly qualified personnel in the future could harm our business
Was: The Company’s failure to attract and retain highly qualified personnel in the future could harm its business
57% rewrittenRisks Related to Our Business
Our business is primarily focused on certain targeted geographic regions, making it vulnerable to risks associated with having geographically concentrated operations
Was: The Company’s business is primarily focused on certain targeted geographic regions, making it vulnerable to risks associated with having geographically concentrated operations
54% rewrittenRisks Related to Our Legacy Charter Business Operating Environment
The operation of aircraft is subject to various risks, and failure to maintain an acceptable safety record may have an adverse impact on our ability to obtain and retain customers
53% rewrittenRisks Related to Our Business
Our ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations
Was: Jet.AI’s ability to utilize its net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations
47% rewrittenRisks Related to the flyExclusive Transactions and Us after the Closing of the Transactions
Particularly after the Transactions, our success will be dependent on our ability to successfully develop (or acquire interests in) new services, platforms and solutions that utilize AI and enhance or complement our existing services, platforms and solutions, and market acceptance of these offerings
Was: Particularly after the Transactions Jet.AI’s success will be dependent on its ability to successfully develop new services, platforms and solutions that utilize AI and enhance or compliment its existing services, platforms and solutions, and market acceptance of these offerings
46% rewrittenRisks Related to the flyExclusive Transactions and Us after the Closing of the Transactions
The proposed Transactions with flyExclusive may not be completed on the terms or timeline currently contemplated, or at all
44% rewrittenRisks Related to Our Business
Because our software could be used to collect and store personal information, privacy concerns in the jurisdictions in which we operate could result in additional costs and liabilities to us or inhibit sales of our software
Was: Because the Company’s software could be used to collect and store personal information, privacy concerns in the territories in which the Company operates could result in additional costs and liabilities to the Company or inhibit sales of its software
44% rewrittenRisks Related to the flyExclusive Transactions and Us after the Closing of the Transactions
The Transactions could give rise to disputes or other unfavorable effects, which could materially and adversely affect our business, financial position or results of operations
Was: The Transactions could give rise to disputes or other unfavorable effects, which could materially and adversely affect Jet.AI’s business, financial position or results of operations
43% rewrittenRisks Related to Our Business
Our business and reputation rely on, and will continue to rely on, third parties
Was: The Company’s business and reputation rely on, and will continue to rely on, third parties
38% rewrittenRisks Related to Ownership of our Common Stock
Our stock price may be volatile, and you may not be able to sell shares of our common stock at or above the price at which you purchased such shares
Was: The Company’s stock price may be volatile, and you may not be able to sell shares at or above the price at which you purchase shares
34% rewrittenRisks Related to Our Legacy Charter Business Operating Environment
Changes in laws or regulations affecting the aviation industry, or a failure to comply with any such laws or regulations, may adversely affect our business, investments and results of operations
Was: Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect our business, investments and results of operations
31% rewrittenRisks Related to Our Business
Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability
Was: Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect Jet.AI’s business and future profitability

All 48 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

01We may not have sufficient funds to sustain our business until (if ever) we become profitable (if ever) and may not be able to obtain additional capital when desired, on favorable terms or at all. If we are unsuccessful in securing additional sources of capital, we may not be able to continue as a going concernNew
02We are an early-stage company with a limited operating history78% rewritten
03We may not be able to successfully implement our growth strategies65% rewritten
04Our operating results have been, and are expected to continue to be, difficult to continue to predict based on a number of factors that also will affect our long-term performance60% rewritten
05Our business is primarily focused on certain targeted geographic regions, making it vulnerable to risks associated with having geographically concentrated operations57% rewritten
06Our business and reputation rely on, and will continue to rely on, third parties43% rewritten
07We rely on third parties maintaining open marketplaces to distribute our mobile and web applications62% rewritten
08We may be unable to adequately protect our intellectual property interests or may be found infringing on the intellectual property interests of others62% rewritten
09A delay or failure to identify and devise, invest in and implement certain important technology, business, and other initiatives could have a material impact on our business, financial condition and results of operations66% rewritten
10We are dependent on our information systems which may be vulnerable to cyber-attacks or other events62% rewritten
11Because our software could be used to collect and store personal information, privacy concerns in the jurisdictions in which we operate could result in additional costs and liabilities to us or inhibit sales of our software44% rewritten
12Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect our business and future profitability31% rewritten
13Our ability to utilize net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations53% rewritten
14Our primary assets include our direct and indirect interests in our subsidiaries and, accordingly, we are dependent upon distributions from our subsidiaries to pay taxes and cover our corporate and other overhead expenses75% rewritten
15We have made a significant investment in the sponsor of a blank check company commonly referred to as a special purpose acquisition company (“SPAC”) and will suffer the loss of all of our investment if the SPAC does not complete an initial business combination by April 6, 2027New
16Our use of fair value accounting of our indirect investment in AI Acquisition could result in income statement volatility, which in turn, could cause significant market price and trading volume fluctuations for our common stockNew
17Our failure to attract and retain highly qualified personnel in the future could harm our business58% rewritten

Risks Related to Our Legacy Charter Business Operating Environment

18Demand for our aviation services may decline due to factors beyond our control100% rewritten
19We face a high level of competition with numerous market participants with greater financial resources and operating experience61% rewritten
20The operation of aircraft is subject to various risks, and failure to maintain an acceptable safety record may have an adverse impact on our ability to obtain and retain customers54% rewritten
21If efforts to continue to build a strong brand identity and improve member satisfaction and loyalty are not successful, we may not be able to attract or retain members, and our operating results may be adversely affected74% rewritten
22Any failure to offer high-quality customer support may harm our relationships with our customers and could adversely affect our reputation, brand, business, financial condition and results of operations74% rewritten
23Changes in laws or regulations affecting the aviation industry, or a failure to comply with any such laws or regulations, may adversely affect our business, investments and results of operations34% rewritten

Risks Related to the flyExclusive Transactions and Us after the Closing of the Transactions

24The proposed Transactions with flyExclusive may not be completed on the terms or timeline currently contemplated, or at all46% rewritten
25We may not achieve some or all of the expected benefits of the Transactions, and the Transactions may adversely impact our business64% rewritten
26Particularly after the Transactions, our success will be dependent on our ability to successfully develop (or acquire interests in) new services, platforms and solutions that utilize AI and enhance or complement our existing services, platforms and solutions, and market acceptance of these offerings47% rewritten
27The Transactions could give rise to disputes or other unfavorable effects, which could materially and adversely affect our business, financial position or results of operations44% rewritten

Risks Related to Our Anticipated Data Center Operations

28Our focus on the development of data centers, and provision of AI data center services represents an evolving business model and strategyNew
29Our AI data center services strategy may take significant time and expenditure to implement, and our efforts may not be successfulNew
30Our increased focus on the AI data center market may not be successful and may result in adverse consequences to our business, results of operations and financial conditionNew
31As we continue to enter into the AI data center market, competitive, operational, legal and regulatory risks may be exacerbated as there is substantial uncertainty about the extent to which AI will result in changes that come with risks that we may not be able to anticipate, prevent, mitigate or remediateNew
32Our anticipated data center business is expected to have significant customer concentrationNew
33We may be unable to raise additional capital needed to fulfill our capital or liquidity needs or grow our business and achieve the expansion plans we have for the development and provision of AI data center servicesNew
34Our growth strategy includes expanding and diversifying our revenue sources, including by entering the AI data center services market, as well as aiming to develop new products and services leveraging our eventual data center capacity and access to powerNew
35Supply chain and logistics issues for us, our contractors or our suppliers may frustrate or delay our expansion plans into the AI data center services market or increase the cost of constructing our infrastructureNew
36Any electricity outage, non-supply or limitation of electricity supply, including as a result of political pressures or regulations, or increase in electricity costs may result in material impacts to our AI data center services operations and financial performanceNew
37We may be affected by price fluctuations in the wholesale and retail power marketsNew
38Any delays or unexpected costs in the development of any new properties acquired for development may delay and harm our growth prospects, future operating results and financial conditionNew
39Government regulators and utilities may potentially restrict the ability of electricity suppliers to provide electricity to AI data centers or AI services generallyNew
40We may fail to anticipate or adapt to technology innovations in a timely manner, or at allNew

Risks Related to Ownership of our Common Stock

41We have never paid cash dividends on our common stock, and we do not anticipate paying dividends in the foreseeable future61% rewritten
42Anti-takeover provisions contained in our governing documents and applicable laws could impair a takeover attempt96% rewritten
43Any of the foregoing provisions and terms that have the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of our securities, and could also affect the price that some investors are willing to pay for our securitiesNew
44Our stock price may be volatile, and you may not be able to sell shares of our common stock at or above the price at which you purchased such shares38% rewritten
45If we fail to comply with the continued listing requirements of Nasdaq, we would face possible delisting, which would result in a limited public market for our shares, limit our ability to access existing liquidity facilities and make obtaining future financing more difficult for us88% rewritten
46Stockholders may experience dilution of their ownership interest due to the issuance of shares of our common stockNew
47Sales of shares of our common stock, or the perception of such sales, by us or our significant stockholders in the public market or otherwise could cause the market price for shares of our common stock to decline63% rewritten
48Stockholder activism could disrupt our business and harm our stock priceNew

Other Jet.AI 10-Ks

FY2024 10-K risk factors
42 risks
Jet.AI operates as an early-stage private aviation and AI technology company with a limited operating history and concentrated regional customer base. The company faces significant risks related to capital needs, pilot supply, fuel costs, Nasdaq listing compliance, and pending transactions with flyExclusive.
Filed Mar 26, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.