NOTE 4 – OTHER Investments

Investment in AI Infrastructure Acquisition Corp.

In July 2025, the Company made a capital contribution of approximately $2.7 million to AIIA Sponsor Ltd. (“Sponsor”), which serves as the sponsor of AI Infrastructure Acquisition, Corp. (“AIIA”), in exchange for 1,912,833 units comprising 1,912,833 ordinary shares and 130,001 preference shares. AIIA is a special purpose acquisition company that after completing its initial public offering intends to focus on opportunities with companies and/or strategic assets in high-impact private technology companies advancing artificial intelligence and machine learning capabilities, as well as those involved in building, operating, or enabling next-generation data center infrastructure. Sponsor was founded and organized by certain of the Company’s executive officers and directors, who also serve as officers or directors of AIIA, with capital commitments from Sponsor’s founders and the Company.

On October 6, 2025, AIIA announced the closing of an initial public offering (“IPO”). In the IPO, AIIA sold an aggregate of 13,800,000 Units at a price of $10.00 per unit, resulting in total gross proceeds of $138,000,000. Each Unit consisted of one Class A ordinary share and one right, with each right entitling the holder thereof to receive one-fifth (1/5) of a Class A ordinary share of AIIA upon consummation of an initial business combination.

In connection with AIIA’s IPO, Sponsor purchased from AIIA, simultaneous with the closing of the IPO, an aggregate of 269,000 Units at a price of $10.00 per unit ($2,690,000 in the aggregate) in a private placement (the “Private Placement Units”). Each Private Placement Unit consisted of one Class A ordinary share and one right, with each right entitling the holder thereof to receive one-fifth (1/5) of a Class A ordinary share of AIIA upon consummation of an initial business combination.

At the close of the offering, Sponsor held 4,600,000 shares of the Class B ordinary shares of AIIA, representing 25% of the outstanding shares of AIIA (the “Class B Shares”). In addition, the Sponsor held 269,000 units comprising of 269,000 Class A ordinary shares and 269,000 rights.

Jet.AI owns approximately 49.9% of the ordinary shares and preferred shares, respectively, of the Sponsor (the “Sponsor Equity Interest”). The Company’s executive officers are AIIA’s management team. The preferred shares of Sponsor are nonvoting shares and generally entitle the holders thereof to receive the net proceeds, if any, received by Sponsor from the sale, exchange, or disposition of the 269,000 rights or the shares issuable upon the exercise thereof, and the ordinary shares of Sponsor (which are voting shares in Sponsor) will generally be equivalent to the value of the 4,600,000 Class B Shares and 269,000 Class A shares of AIIA held by Sponsor.

The Company’s beneficial interest in AIIA’s Class A and Class B shares are recorded at fair value and are classified in “Other Investments” on the consolidated balance sheets. The fair value calculation of the investment in Sponsor is dependent on company- specific adjustments applied to the observable trading prices of AIIA Class A shares. The Company’s management estimates that a specific discount range of 20% to 40% sufficiently captures the risk or profit that a market participant would require as compensation for assuming the inherent risk of forfeiture if a business combination doesn’t occur and the lack of marketability of the Company’s beneficial interests in the Sponsor. The Company has selected a discount of 30% based on fair value measurements by an independent valuation expert, and due to the unobservable nature of this company-specific adjustment, the Company classifies the Other Investment as Level 3 in the fair value hierarchy. Subsequent changes in fair value will be recorded in the consolidated statement of operations during the period of the change.

As of March 31, 2026, the Company held an aggregate of 2,295,400 ordinary shares and 131,501 preferred shares of Sponsor, and rights to 26,300 Class A ordinary shares if AIIA consummates a successful business combination. As a result of the re-measurement of our investment in Sponsor as of March 31, 2026, we recognized an unrealized gain on investment of approximately $94,000 within our consolidated statements of operations.

Other investments as of March 31, 2026 and December 31, 2025 consist of the following:

 SCHEDULE OF OTHER INVESTMENT

The Company utilizes the services of an independent valuation expert (“Valuation Expert”) to determine the fair value of the Company’s indirect investment in AIIA. The Valuation Expert observed that the Class A shares of AIIA trades in a relatively liquid market at the measurement date, and the Company’s share of AIIA’s Class B shares were convertible to AIIA’s Class A Shares on a 1 to 1 basis. The Valuation Expert applied this ratio to the value of AIIA’s Class A shares as the basis for valuing the Company’s share of AIIA’s Class B shares. The Valuation Expert utilized a Probability-Weighted Expected Return Method (“PWERM”) to determine the fair value of the Company’s indirect interest in AIIA’s Class B Founder Shares, applying an 80% probability-weighted likelihood of completing the initial business combination based on management’s assumption. The Valuation Expert utilized a Monte Carlo simulation, with a weighted volatility of 33.14% and a risk-free rate of 3.47%, to estimate a total discounting period of 1.34 years. The Valuation Expert further applied a Discount for Lack of Marketability (“DLOM”) of 9.33%, calculated using a Finnerty Put model with a restriction term of 0.50 years (the post-business-combination lockup period), the weighted volatility of 33.14%, and a risk-free rate of 3.47%, to account for the transfer restrictions on the Founder Shares.

There were no transfers between Levels 1, 2 or 3 during the three months ended March 31, 2026.

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the other investments classified as Level 3:

 SCHEDULE OF RECONCILIATION OF CHANGES IN FAIR VALUE OF OTHER INVESTMENT