OTHER INVESTMENTS |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Investments, All Other Investments [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| OTHER INVESTMENTS | NOTE 4 – OTHER INVESTMENTS
Other investments as of June 30, 2026 and December 31, 2025 consist of the following:
The Company’s beneficial interest in AI Acquisition’s Class A and Class B ordinary shares is 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 AI Acquisition Class A ordinary 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 investment in AI Acquisition 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.
The Company’s investment in Certificates (as defined below) is recorded at fair value and is classified in “Other Investments” on the consolidated balance sheets. The fair value calculation of the investment in Certificates is dependent on company-specific adjustments applied to the observable trading prices of SpaceX Preferred Stock. Due to the unobservable nature of this company-specific adjustment, the Company classifies the investment in Certificates 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.
There were no transfers between Levels 1, 2 or 3 during the six months ended June 30, 2026.
The following table provides a reconciliation of changes in fair value of the beginning and ending balances for other investments classified as Level 3 for the six months ended June 30, 2026:
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. (“AI Acquisition”), in exchange for units comprising 1,912,833 ordinary shares and 130,001 preference shares. AI Acquisition is a special purpose acquisition company that is focused primarily 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 AI Acquisition, with capital commitments from Sponsor’s founders and the Company. The Company’s contribution represents a 49.9% interest in the Sponsor.
AI Acquisition closed its initial public offering (“IPO”) in October of 2025. In the IPO, AI Acquisition sold an aggregate of Units at a price of $ 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 AI Acquisition upon consummation of an initial business combination.
In connection with AI Acquisition’s IPO, Sponsor purchased from AI Acquisition, simultaneous with the closing of the IPO, an aggregate of Units at a price of $ 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 AI Acquisition upon consummation of an initial business combination.
At the close of the offering, Sponsor held shares of the Class B ordinary shares of AI Acquisition, representing % of the outstanding shares of AI Acquisition (the “Class B Shares”). In addition, the Sponsor held 269,000 units comprising of Class A ordinary shares (the “Class A Shares”) and 269,000 rights.
In connection with the organization of Sponsor, Jet.AI acquired approximately 49.9% of the ordinary shares and preferred shares, respectively, of the Sponsor (the “Sponsor Equity Interest”). 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 Class B Shares and Class A shares of AI Acquisition held by Sponsor.
The Company utilizes the services of an independent valuation expert (“Valuation Expert”) to determine the fair value of the Company’s indirect investment in AI Acquisition. The Valuation Expert observed that the Class A Shares of AI Acquisition trade in a relatively liquid market at the measurement date, and the Company’s share of AI Acquisition’s Class B Shares were convertible to AI Acquisition’s Class A Shares on a 1 to 1 basis. The Valuation Expert applied this ratio to the value of AI Acquisition’s Class A shares as the basis for valuing the Company’s share of AI Acquisition’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 AI Acquisition’s Class B 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 % and a risk-free rate of %, to estimate a total discounting period of years. The Valuation Expert further applied a Discount for Lack of Marketability (“DLOM”) of %, calculated using a Finnerty Put model with a restriction term of years (the post-business-combination lockup period), the weighted volatility of %, and a risk-free rate of %, to account for the transfer restrictions on the Class B Shares.
As of June 30, 2026, the Company held an aggregate of ordinary shares and preferred shares of Sponsor, and rights to Class A shares if AI Acquisition consummates a successful business combination. As a result of the re-measurement of our investment in Sponsor as of June 30, 2026, we recognized an unrealized gain on other investments of approximately $493,000 within our consolidated statements of operations.
Investment in Verso Capital Equity Certificates
On April 7, 2026, the Company entered into an Equity Certificates Subscription Agreement with VERSO Capital 2 SCSP (“Verso”) to subscribe for 8,347 equity certificates (the “Certificates”) in Verso for an aggregate subscription price equal to $5,250,000, which included a five percent subscription fee equal to $250,000. The applicable management fee and performance fee were each waived.
The Certificates are issued by Verso and track shares of Space Exploration Technologies Corp (“SpaceX”) preferred stock, which are held by a captable fund, with each Certificate corresponding to one share of SpaceX preferred stock. The Certificates are redeemable by Verso, in its sole discretion in cash or in kind, upon one or more Redemption Events (as defined in the Equity Certificates Subscription Agreement).
As of June 30, 2026, the Company held an aggregate of 8,347 Certificates at their initial fair value of $5,250,000. The Company’s interest in the Verso Certificates was conveyed to flyExclusive in connection with the closing of the Merger in July 2026.
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