Form 8-K

8-K — Jet.AI Inc.

Accession: 0001493152-26-035824

Filed: 2026-08-03

Period: 2026-07-28

CIK: 0001861622

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 28, 2026

Jet.AI

Inc.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-40725

93-2971741

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation or organization)

File

Number)

Identification

No.)

10845

Griffith Peak Dr.

Suite

200

Las

Vegas, NV 89135

(Address

of principal executive offices)

(Registrant’s

telephone number, including area code) (702) 747-4000

None

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2.below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class:

Trading

Symbol

Name

of each exchange on which registered:

Common

Stock, par value $0.0001 per share

JTAI

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

8.01

Other

Events.

July 28, 2026, Jet.AI Inc. (the “Company”) funded a $1,750,000 investment in StratGrid Inc. (“StratGrid”), a

Calgary, Alberta-based developer of behind-the-meter, natural gas-powered data center infrastructure, through SG Canada InvestCo LLC

(“InvestCo”), a joint venture between the Company and Blackbird Investment Management LLC in which the Company currently

holds 60% of all issued and outstanding equity interests. The Company’s $1,750,000 strategic investment implies that InvestCo now

holds approximately 26% of the issued and outstanding common equity interests of StratGrid on a fully vested basis.

July 29, 2026, Jet.AI Inc. (the “Company”) issued a press release announcing the investment in StratGrid. A copy of the press

release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Forward

Looking Statements

This

Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal

securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are

not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.

Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements

are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our

beliefs and our assumptions. In some cases, you can identify forward-looking statements by the following words: “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “future,”

“intend,” “may,” “ongoing,” “opportunity,” “plan,” “potential,”

“predict,” “project,” “should,” “strategy,” “will,” “would,”

or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

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, including risks relating to our investment in [●] and broader market conditions. As a result, caution must

be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual

results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent

Annual Report on Form 10-K and subsequent reports filed with the SEC. These filings identify and address other important risks and uncertainties

that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned

not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise

these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated July 29, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

JET.AI

INC.

By:

/s/

George Murnane

George

Murnane

Interim

Chief Financial Officer

August

3, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Jet.AI

Plugs into Alberta’s AI Boom with Investment in 200MW+ Natural Gas Powered Data Center

July

29, 2026 08:30 ET | Source: Jet.AI Inc.

Natural

Gas-Powered Data Center Development in Canada’s Data Center Friendly, Energy-Rich, Province

Strategic

investment adds gigawatt-scale AI data center capacity potential in Alberta, Canada to Jet.AI’s growing data center portfolio

LAS

VEGAS and CALGARY, Alberta, July 29, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (NASDAQ: JTAI) (“Jet.AI” or the “Company”),

an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced a strategic equity investment in StratGrid

Inc. (“StratGrid”), a Calgary, Alberta-based developer of behind-the-meter, natural gas-powered data center infrastructure.

Jet.AI made the investment through SG Canada InvestCo LLC, an investment vehicle established for the transaction in which Jet.AI owns

a majority interest. SG Canada InvestCo LLC has invested $1.75 million USD of equity in StratGrid, which implies an approximately 26%

common equity interest in StratGrid on a fully vested basis. Jet.AI’s strategic investment in StratGrid adds to its growing portfolio

of data center campuses across North America.

StratGrid

is developing large-scale data center campuses in Southern Alberta powered by on-site, behind-the-meter natural gas generation rather

than the regional utility grid, an approach designed to deliver faster interconnection timelines and competitive, stable power costs

for AI and hyperscale computing tenants. StratGrid’s first project, Project Wheatland in Wheatland County, Alberta, is designed

for approximately 200 megawatts of generation capacity, with expansion potential beyond 1 gigawatt. Together with StratGrid’s

second Alberta site, Project Mountain View, the platform is designed to scale to over 2 gigawatts of combined capacity over time.

StratGrid controls several hundred acres of freehold land within designated industrial nodes in Southern Alberta across both sites.

StratGrid

is working with WSP, a global engineering and professional services firm, providing initial engineering services, and Sustrio, a specialized

consulting firm focused on sustainability, environmental, regulatory and stakeholder relations. The project’s design runs

quietly, uses minimal water, and produces low emissions from on-site generation.

Alberta’s

Emergence as a Data Center Hub

Alberta

has emerged as one of North America’s fastest-growing hubs for AI data center development, supported by Premier Danielle Smith’s

government and the province’s abundant, low-cost natural gas reserves. Meta Platforms, Inc. has led the way in the province, breaking

ground in July 2026 on a 1-gigawatt, CAD $13 billion data center in Sturgeon County northeast of Edmonton, its first in Canada and among

the largest data center investments in company history.

StratGrid’s

Project Wheatland and Project Mountain View sites, relative to Calgary, Alberta

“StratGrid’s

behind-the-meter power model is meant to address one of the biggest bottlenecks in new data center development today; getting reliable,

competitively priced power online fast enough to meet AI-driven demand. Alberta has quickly become a hotspot for this kind of development,

thanks to strong support from the region’s Premier and the province’s abundant natural gas. Meta has led the charge here,

and we’re very glad to be a fast follower alongside a seasoned team of partners,” said Mike Winston, Founder and Executive

Chairman of Jet.AI.

“This

investment reflects growing confidence in our behind-the-meter model as a faster path to power for our two AI data campus infrastructures,

Project Wheatland and Project Mountain View. We’re pleased to add Jet.AI as a partner as StratGrid continues building out its platform

in Southern Alberta, encompassing best practices for environmental, regulatory and stakeholder relations and sustainability and enhancing

the communities that we will work with. In addition, this investment strengthens our capital position as we advance our development program

across engineering, regulatory and land workstreams,” said David Sealock, Chief Executive Officer of StratGrid.

About

StratGrid Inc.

StratGrid

Inc. is a Calgary, Alberta-based developer of natural gas-powered data center infrastructure. Using a “design one, build many”

approach, StratGrid is building a platform of behind-the-meter power generation projects designed to serve the growing power demands

of AI and hyperscale computing.

About

Jet.AI Inc.

Jet.AI

Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU 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.” To learn more, visit www.jet.ai.

Forward-Looking

Statements

This

press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the

federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect

to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s

perception of market conditions, including the expected timing of the potential transactions and the future business strategy of Jet.AI.

Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and

Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future

financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates

and projections about our Company, our industry, our beliefs and our assumptions. These forward-looking statements generally are identified

by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”

“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”

“will,” “would,” “will be,” “will continue,” “will likely result,” and similar

expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement

is not forward-looking. 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, including the performance of the StratGrid investment and broader market conditions.

As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors

that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the

Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These

filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially

from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements,

and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information,

future events, or otherwise, except as provided by law.

Contacts

Jet.AI

Investor Relations

Gateway

Group, Inc.

949-574-3860

Jet.AI@gateway-grp.com

StratGrid

Inc. Media Contact

David

Sealock

media@stratgrid.ca

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