As filed with the Securities and Exchange Commission on February 8, 2024.

Registration No. 333-273311

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

____________________________

AMENDMENT NO. 11
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________

Flewber Global Inc.
(Exact name of registrant as specified in its charter)

____________________________

Delaware		4522		85-3482965
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

1411 Broadway, 38th Floor
New York, New York 10028
(833) 359-5893
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________

Marc Sellouk
Chief Executive Officer
1411 Broadway, 38th Floor
New York, New York 10028
(833) 359-5893
(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________

Copies to:

Scott M. Miller
Richard I. Anslow
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300

David E. Danovitch

Angela Gomes

Sullivan & Worcester LLP

1633 Broadway

New York, New York 10019
(212) 660-3000

____________________________

Approximate date of commencement of proposed sale to public:
As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If 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 to Section 7(a)(2)(B) of the Securities Act. ☒

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED FEBRUARY 8, 2024

2,222,223 Shares of Common Stock

Flewber Global Inc.

This is a firm commitment initial public offering of 2,222,223 shares (the “Shares”) of common stock, par value $0.0001 per share (“common stock”), of Flewber Global Inc. (the “Company”). We anticipate that the initial public offering price of the Shares will be between $4.00 and $5.00 per Share. The number of Shares offered hereby is based upon an assumed offering price of $4.50 per Share, the midpoint of such estimated price range.

Prior to this offering, there has been no public market for our common stock. We intend to apply to list our common stock on the NYSE American under the symbol “FLAI”. No assurance can be given that our application will be approved. If the common stock is not approved for listing on the NYSE American, we will not consummate this offering.

The registration statement of which this prospectus forms a part also registers for sale warrants to purchase up to an aggregate of shares of common stock (5% of the number of shares of common stock issued in this offering, including any shares of common stock issued and sold to cover over-allotments (the “Representative’s Warrants”), to be issued to ThinkEquity LLC, the representative of the underwriters (the “Representative”), at an exercise price of $ (125% of the initial public offering price per Share sold in this offering).

Unless otherwise noted, the numbers in this prospectus are based on an upon an assumed offering price of $4.50 per Share, the midpoint of the price range set forth above. The actual initial public offering price of the Shares will be determined between the underwriters and us at the time of pricing, considering, among others, our historical performance, prevailing market conditions, and overall assessment of our business. Therefore, the assumed initial public offering price per Share used throughout this prospectus may not be indicative of the actual initial public offering price for the Shares. See “Determination of Offering Price” for additional information.

We are an “emerging growth company” under the federal securities laws, and have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 22 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$

____________

(1) Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the gross proceeds raised in this offering (excluding proceeds received from exercise of the underwriters’ over-allotment option). We refer you to “Underwriting” beginning on page 126 for additional information regarding underwriters’ compensation.

We have granted a 45-day option to the Representative to purchase up to 333,333 additional shares of common stock solely to cover over-allotments, if any.

The underwriters expect to deliver the Shares to purchasers on or about , 2024.

ThinkEquity

The date of this prospectus is , 2024

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TABLE OF CONTENTS

		Page
ABOUT THIS PROSPECTUS		ii
INDUSTRY AND MARKET DATA		iii
TRADEMARKS		iv
PROSPECTUS SUMMARY		1
THE OFFERING		17
SUMMARY SELECTED FINANCIAL DATA		19
RISK FACTORS		22
USE OF PROCEEDS		48
DIVIDEND POLICY		50
CAPITALIZATION		51
DILUTION		53
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		56
BUSINESS		70
MANAGEMENT		95
EXECUTIVE COMPENSATION		102
PRINCIPAL STOCKHOLDERS		108
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		110
DESCRIPTION OF OUR SECURITIES		112
SHARES ELIGIBLE FOR FUTURE SALE		120
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS		122
UNDERWRITING		126
LEGAL MATTERS		135
EXPERTS		135
WHERE YOU CAN FIND MORE INFORMATION		135
INDEX TO FINANCIAL STATEMENTS		F-1

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ABOUT THIS PROSPECTUS

You should rely only on the information contained in this prospectus or in any related free-writing prospectus. We and the underwriters have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. If anyone provides you with different or inconsistent information, you should not rely on it.

This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date of the front cover of the prospectus. Our business, financial condition, operating results and prospects may have changed since that date.

Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction. See “Underwriting” for additional information on these restrictions.

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INDUSTRY AND MARKET DATA

Unless otherwise indicated, information in this prospectus concerning economic conditions, our industry, our markets and our competitive position is based on a variety of sources, including information from third-party industry analysts and publications and our own estimates and research. Some of the industry and market data contained in this prospectus are based on third-party industry publications. That information involves a number of assumptions, estimates and limitations.

The industry publications, surveys and forecasts and other public information generally indicate or suggest that their information has been obtained from sources believed to be reliable. None of the third-party industry publications used in this prospectus were prepared on our behalf. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” in this prospectus. These and other factors could cause results to differ materially from those expressed in these publications.

iii

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TRADEMARKS

Flewber, the Flewber logo, and other trademarks or service marks of Flewber Global appearing in this prospectus are the property of Flewber Global. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear without the ® and ™ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights, or that the applicable owner will not assert its rights, to these trademarks and tradenames. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by any other companies.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our financial statements and the related notes thereto and the information set forth in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” If any of the risks materialize, our business, financial condition, operating results and prospects could be materially and adversely affected. In that event, the price of our common stock could decline, and you could lose part or all of your investment. Unless the context otherwise requires, we use the terms “Flewber Global,” “Flewber,” “Company,” “we,” “us” and “our” in this prospectus to refer to Flewber Global Inc. and its subsidiaries on a consolidated basis.

Our Mission

We are bringing the convenience of on-demand ride sharing from the street to the skies.

Overview

General

Flewber is a technology powered, private air transportation company. Founded in August 2018, as a result of the incorporation of our wholly-owned subsidiary, Flewber Inc., our motto “Simply Private” encapsulates our belief that private air travel no longer needs to be a luxury reserved for only those with the means. Rather, our goal is to make private air travel a passenger-first manner of travel, which can and should be a more inclusive and accessible mode of transportation for a larger addressable market, made possible through properly applied technology, use of more conveniently located existing infrastructure and operational efficiencies.

We believe that the functionality of local and regional air travel has significantly deteriorated over the past few years and that it no longer adequately serves the average air traveler. We believe that private air travel should be a simple and affordable alternative that provides travelers with the freedom to travel from their chosen departure location to chosen destination quickly, directly and at times that are convenient. Further, we believe that passengers highly value their time, and will consider alternative forms of air travel to an antiquated commercial airline network or other modes of transportation, if it will save them time.

We have made focused and substantial investments in support of our mission. For example, to continually launch new innovations on our platform, we have invested heavily in research and development. In 2018, we completed the strategic acquisition of Ponderosa Air, LLC (“Ponderosa Air”), which provided us with a Federal Aviation Agency (“FAA”) certified air-taxi operation. Since the acquisition of Ponderosa Air, we have made further investment in upgrading both management of our air-taxi operation, and expanding its FAA certificate authorities.

The Flewber App was originally launched in May of 2019 and offered consumers the ability to book individual seats on scheduled private flights operated by our subsidiary, Ponderosa Air. Our original geographic service area was comprised of regional airports in the greater tri-state area of New York, New Jersey and Connecticut and provided scheduled flights to and from localities such as Boston and Martha’s Vineyard. Today, our expanded current offerings no longer offer individual per seat bookings on scheduled private flights in the tri-state area, but rather, they give private air travelers both a traditional and technology driven means of booking their local, regional, and international flights, operated exclusively by third party air carriers, through our Flewber Luxe air charter brokerage division, and the Book, Bid and Share platform of the Flewber App, respectively, each of which was designed with the intention of putting the booking preferences of the passenger at the forefront. The technology driven Flewber App operates by using algorithms and data analytic engines specifically developed for the Flewber App in order to provide a more efficient and accurate booking process for private flights. Notwithstanding that our current Flewber App has been operational since May 2019, flights booked using the Flewber App to date have been minimal.

Our travelers are as diverse as our services and offerings. They generally represent all adult age groups and backgrounds and use our services to facilitate travel bookings for vacations, business functions, to shuttle children to and from college and universities, and attend sporting events. The typical Flewber traveler exhibits an overall zest for life and new experiences. Such traveler prefers a personal experience that starts with the booking process and carries on throughout the entirety of his or her trip. We work hard to provide each of our travelers with a personal experience uniquely tailored to his or her specific preferences every time they open the Flewber App or speak to a Flewber Luxe Aviation Specialist, as our most meaningful reward is the honor of their next air travel booking.

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Booking Process Compared to Land-Based Ride Share Services

By the end of the first quarter of 2024, we plan to bring to private air travel an on-demand service somewhat similar to the convenience of on-demand ride sharing, which is now available to users to book car services by using an app on their phones. Under federal regulations on-demand operation means, among other things, any operations in which the departure time, departure location, and arrival location are specifically negotiated with the customer or the customer’s representative. We plan to do this by providing greater access to private air travel through the Flewber App and the services it currently provides, as well as additional services we are planning to launch, in the near future, by means of our soon-to-be-launched Flewber Hops air-taxi service. Although we do not expect that our on-demand services will provide customers with a ride, or flight, in this case, within a matter of minutes, as provided by on-demand land-based ride share services, we believe that the Flewber App will provide travelers with an easy, user-friendly resource, accessible on their phones, to book local and regional air travel (i.e. flights of approximately one hour or less from approximately 430 major airports and approximately 5,100 smaller and more conveniently located local and regional airports in the United States) on private flights operated by certified carriers and, in the case of the Flewber Hops, when available, our own air-taxi, using a booking process, which, in the case of our Flewber Hops air-taxi service, only, when it is fully operational will, we believe, in most cases, take no longer than two hours from the initiation of booking to boarding a private aircraft. The Flewber Hops will be available solely for booking flights on our own aircraft and will not provide customers the ability to book flights on third-party aircraft.

The amount of time it takes from booking to boarding a private flight will not be as fast as the amount of time it takes from booking a ride with a land-based ride share service to pick up, since the number of aircraft available that fly a flight leg required by a traveler is nowhere near the number of cars available in the vicinity of a rider booking a car from a land-based ride share service. Additionally, land-based ride share services are able to pick up a rider at the address where he or she is located and drop a rider off at a specific address. Travelers using the Flewber App or Flewber Hops, when it is fully operational, will need to travel to a regional airport to board a private flight, which, we believe, in most cases will be located near their location at the time of booking, and also will be closer than the nearest major airport providing commercial airline services, but will still require more travel time to board than is required for a land-based ride share pick up.

Booking Process Compared to Booking through Traditional Flight Brokers

The booking process on our Flewber Hops, when fully operational, and the Flewber App currently, and when relaunched by the end of the first quarter of 2024, is expected to be much more efficient than booking private flights through a traditional flight broker. Our Flewber Hops, when fully operational, will be fully automated, completely eliminating the need for human involvement, as flights will be booked only with our own air-taxi service, providing us with full logistical control over the booking process. The Flewber App currently, and when relaunched by the end of the first quarter of 2024, will minimize, but not completely eliminate, the need for human involvement, by providing customers with a substantially more automated process of booking flights than provided by a traditional flight broker, but which will also involve limited human interaction. This automated process, which is described below, because it minimizes human interaction, in the case of the Flewber App, or will completely eliminate human interaction, in the case of our Flewber Hops, when it is fully operational, makes the process quicker and more efficient than booking through a traditional flight broker.

Upon making a booking request using the Flewber App, the customer provides his or her credit card information for the price of the flight and allows us to pre-authorize this credit card payment until the booking is confirmed. This initial portion of the booking process is fully automated. Our employees then source the requested flight from third-party aircraft operators, including entering into an agreement with the applicable third-party aircraft operator to provide the flight to the customer. We then confirm the booking with the customer, at which time his or her credit card is charged. Thereafter, we have no further human interaction with the customer through the completion of his or her flight. The Flewber App never directly connects our customers with third-party aircraft operators nor will our Flewber Hops, when it is fully operational, since flights booked through our Flewber Hops will be limited to our own air-taxi service and will not involve the booking of flights operated by third-party aircraft operators. Although we do not currently have nor do we expect to have full logistical control over the booking process initiated through our current Flewber App, and as relaunched, we still expect to have a reasonable amount of logistical control to be provided by algorithms and data analytical engines developed by us and programmed into the relaunched Flewber App, which, we believe, will allow us to analyze internally compiled information, such as seasonal aircraft availability, omni-directional wind adjustments to aircraft speed and greater access to runway data, to provide price quotes to our customers for their flight needs. Specifically, seasonal aircraft availability allows the Flewber App to identify peak and off-peak times and to more accurately reflect fluctuations in pricing and

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aircraft availability, which enables a quicker completion of the booking process. Aircraft speed plays a significant role in aircraft pricing, and wind plays a significant role in aircraft speed. Having this information coded into the Flewber App allows for more accurate pricing and a quicker and more efficient booking confirmation with our customers. Better runway data is critical to the suitability of aircraft choice and speeds up the sourcing processes, which also allows for a quicker and more efficient booking process. All of the foregoing information is derived entirely within the Flewber App and we do not require information from airports or any other sources. This logistical control that we refer to, throughout, is derived from the fact that all of the aforementioned information is generated solely through the technology of the Flewber App, entirely independent of any outside sources, which allows us to obtain more accurate price quotes and available flights for our customers.

Furthermore, we believe that, unlike other methods of booking private flights, including the Flewber App, currently, and as relaunched, the process for booking private flights on our Flewber Hops, when fully operational, will take no longer than two hours from the initiation of booking to boarding a private aircraft, since we will have full logistical control (i.e. gathering and validating a broad array of data points for sourcing of aircraft) over our own air-taxi service, with respect to the geographical size of our service regions, as well as the operational specifications of our aircraft and technology. While we also believe that the process for booking flights on the Flewber App, when relaunched, will be quicker and more efficient than the process required using traditional flight brokers, we cannot accurately estimate the average time from initiation of booking to boarding of a private aircraft using the Flewber App, since third-party aircraft operators are involved and we do not fully control the process.

Further, unlike land-based ride services which are normally priced based on availability, peak or off-peak pricing and the size and comfort of a car, pricing for booking flights operated by third-party aircraft operators on the Flewber App are normally determined by the type of aircraft, which is generally similar throughout the marketplace and the distance traveled. The coding of the Flewber App allows it to instantly calculate and return to the customer a flight cost based on the number of passengers, origin and destination airport distance, size and type, as well as third-party aircraft cost. Currently, this generally limits human interaction to the sourcing of aircraft known to be widely available. We do not bear any risk if prices available for flights from third-party aircraft operators are more than the price quotes provided to prospective customers, since we do not guarantee price quotes and the customer is not charged nor is any flight booked on a third-party operator aircraft, unless we confirm through the Flewber App, the booking request with the customer at that price and the customer agrees and converts the booking request to a booking confirmation. This means that flights are booked for a customer only if the customer agrees to the final price at booking. We will, of course, have more control over pricing of our own air-taxi service, which we expect to be from $199 to $699 per seat based on the distance of the flight booked.

Competing With Urban Air Mobility Services

Through the use of mission suitable conventional aircraft, including the Cirrus SF50 aircraft that we recently acquired and as discussed below, we believe that we will be able to compete directly with aircraft operators focused on entry into the nascent Urban Air Mobility (“UAM”) market and Regional Air Mobility Market (“RAM”), each of which is a subset of Advanced Air Mobility (“AAM”) and is likely to consist of short-range electric-powered aircraft, using vertical take-off and landing, similar to a helicopter (an “eVTOL”) and other aircraft using sustainable aviation fuel. The UAM market is an aviation industry term for on-demand and automated passenger or cargo-carrying air transportation services around cities and urban areas. The UAM, RAM, and AAM markets are each segmented by vehicle type, application, and geography. By vehicle type, the market is segmented into piloted and autonomous aircraft, and by application, the market is segmented into passenger transport and freighter.

Mission suitable conventional aircraft describes all currently available aircraft, with a cabin class that seats three to six passengers, that operate using conventional and, when more readily available, sustainable aviation fuel, and have capabilities that allow for safe operation to and from the approximately 430 major airports and approximately 5,100 smaller and more conveniently located local and regional airports in the United States.

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be able to continue to compete with these aircraft operators at competitive rates, since our aircraft will also be capable of using sustainable aviation fuel, without any upgrades to the current fuel systems, when sustainable aviation fuel becomes more readily available on a less cost prohibitive basis, which, as reported in a December 2022 analysis by Rhodium Group on the Inflation Reduction Act of 2022, is not expected any time before 2027.

Our Products

The Flewber App

The Flewber App is free to download on the Apple App Store and Google Play, and there have been over 14,000 downloads of the Flewber App as of February 7, 2024, although flights booked using the Flewber App have been minimal through that date. Users of the Flewber App have access to two levels of services on the Flewber App’s “Book, Bid or Share” platform, as follows:

• Flewber Xpress, which provides users with a convenient and cost-effective alternative to commercial airlines on regional routes throughout North America and the Caribbean; and

• Flewber LX, which provides consumers access to traditional longer range private aircraft, where through our technology and partnerships with private aircraft owners, we are able to provide a high level of service which is provided to customers without charging any broker fees.

The Book, Bid or Share platform on the Flewber App also provides users with three options for scheduling on-demand private air travel (i.e. the booking of local and regional air travel (i.e. flights of approximately one hour or less from approximately 430 major airports and approximately 5,100 smaller and more conveniently located local and regional airports in the United States) on private flights operated by certified carriers in which the departure time, departure location, and arrival location are specifically negotiated with the customer or the customer’s representative, along with other conveniences in connection with private air travel, as follows:

• Bid Feature — Unlike a typical auction, where bids are placed in higher dollar increments, the Bid feature of the Flewber App allows users to bid down the fares of flights offered on private aircraft. The Flewber App does this by connecting users to flights on private aircraft in our marketplace where the operators are flying either empty or repositioning legs and will accept fares at significantly lower fares as an acceptable alternative to flying routes with empty seats.

• Share Feature — The share feature of the Flewber App allows users to crowd source their own flights by connecting them directly to their preferred social media application. By doing so, users can plan trips with friends, family members and colleagues and share the cost of a private flight among all passengers.

• Bid and Share Features — The Bid and Share features are also designed to be used in tandem with each other so users can Bid and Share a flight to realize even greater savings.

The Book, Bid or Share platform on the Flewber App also provides users with the following benefits compared to booking flights through customary flight brokerage services:

• Booking with No Brokerage Commission — The technology behind the Flewber App allows users to conveniently book private flights, during normal hours of operation, on flights operated by air carriers operating under an FAA Part 135 certificate for on-demand or commuter air service (an “FAA Part 135 Carrier”), without having to book through an air charter broker. As such, the user pays none of the costly brokerage commissions typically associated with flying private.

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• No Membership Fees — The Flewber App is free to download on the Apple App Store and Google Play, and, unlike many other services in the competitive marketplace which provide private air bookings, the Flewber App has no costly membership fees and is free to use.

• No Origin or Destination Restrictions — Because the Flewber App not only allows access to booking for private air transportation at the approximately 430 airports used by commercial airlines, but also the 5,100 smaller local and regional airports used for general aviation flights, the Flewber App allows a significantly greater number of options for booking air travel and allows users to search for airports by the address of their final destination or point of interest. By doing so, the prospective air traveler is able to reduce travel time to and from major airports.

By the end of the first quarter of 2024, we plan to relaunch the Flewber App with additional features to facilitate the booking and enhanced user functionality and operational capabilities of the Flewber Hops, regional aerial ride share service. These features are being designed to be both intuitive, such as the ability to continually track aircraft location within each Flewber Hops region, and functionally familiar to current land-based ride share service applications, with such backend features such as digital cockpit logistical communications that will facilitate enroute passenger pick-up along with an ease of use that prospective customers have grown accustomed to with traditional ground-based ride share services.

We believe that (i) our current services offered through our Book, Bid and Share platform on the Flewber App and (ii) those services which will be offered through our relaunched Flewber App and our soon-to-be-launched Flewber Hops air taxi service, currently have a functional familiarity to land-based ride share service applications, which we believe is apparent to users of our current services offered through our Book, Bid and Share platform on the Flewber App, and also will be apparent to users of our relaunched Flewber App and our soon-to-be-launched Flewber Hops air-taxi service. We further believe that these services currently do, and will, in the future, also differ from current land-based ride share applications as the Flewber App’s interface and design will need to interface with the unique requirements of air travel, such as displaying flight information, estimated time of arrival, and other relevant details. Other differences between the pending relaunched Flewber App and traditional land-based ride share apps will include but not be limited to the following:

• Cost — Air taxi services are generally more expensive than land-based ride-sharing due to the higher operational costs involved in aviation. Users would likely encounter higher fares for air taxi rides compared to rides in cars.

• Pick up and Scheduling — Unlike land-based ride share apps where rides are normally scheduled for one rider, a user of the Flewber App is not able to choose a specific pick up address, as with land-based ride share apps, but, instead needs to choose an airport for departure within a reasonable distance from his or her location and where a private flight is scheduled for a destination which works for the user. Similarly, choosing a destination using the Flewber App is unlike choosing a destination using land-based ride share apps, since a rider has the ability to choose a specific address using land-based ride share apps, while the user of the Flewber App is required to choose an airport near his or her destination where the flight he or she books is scheduled to land. Scheduling would also differ due to factors like weather conditions and air traffic control.

Flewber Luxe

Flewber Luxe, our traditional global air charter brokerage division, was started in 2019 to provide a high level of customer service to air travelers who prefer not to book travel directly themselves and are among a class of air travelers who have had an historical preference for private air travel. We believed that these air travelers were looking for a better option for booking private air travel, with the offer of hands-on customer service. Our goal was to build brand awareness and to provide a better customer experience through the use of our technology and solidifying strategic relationships.

The Flewber Luxe private aviation consumers are generally high-net-worth individuals who prefer a personal concierge style of service and the traditional way of communication via phone, email, or text to our dedicated team of Aviation Specialists at Flewber Luxe. Flewber Luxe connects its brand of consumer who seek the highest level of quality in global air travel to private aircraft of every cabin class and, through its complementary Flewber Touch concierge service, Flewber Luxe delivers to the consumer 24/7 VIP support in such areas as in-flight catering, recommending, and making restaurant reservations, arranging spa services, booking ground transportation, procuring tickets for special events, and attending to and assisting with the customer’s guests to meet their complete travel and lifestyle needs.

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Since its inception in 2019 and through 2022, Flewber Luxe’s user database has grown to over 600 usernames, resulting in 104 bookings; and revenue has consistently increased, year over year, with an 80%+ increase from 2020 to 2021 from $974,804 to $1,798,943, to a 150%+ increase from 2021 to 2022 from $1,798,943 to $4,269,100.

History of Our Business with Third-Party Aircraft Operators

Since our inception, we have contracted with 131 different third-party aircraft operators. During the nine months ended September 30, 2023 and 2022, we utilized 31 and 71 third-party aircraft operators, respectively, to provide flight services to our customers during these periods. During the years ended December 31, 2022, and 2021, we utilized 78 and 49 third-party aircraft operators, respectively. We have not had any capacity restraints, in the past, with respect to generating revenue because of the use of third-party aircraft operators and their aircraft. Currently we have no exclusive agreements with any third-party aircraft operator. Although we do not have any commitments, in writing or otherwise, with our third-party aircraft operators providing us with any assurances that we will have sufficient access to the aircraft we need to source flights for our customers, through our normal course of bookings with these third-party aircraft operators, we believe that they have been able to anticipate our needs for access to aircraft resulting in our being able to secure bookings, as needed. And while this has generally supported our growth in the past, there is no guarantee we will be able to continue securing these bookings on an as-needed basis or do so without incurring substantial additional costs. Increased use of private aircraft since the outbreak of the COVID-19 pandemic has added competitive pressure for access to aircraft, which may make it more difficult or costly for third-party aircraft operators to expand to meet our needs. If our third-party aircraft operators are unable or unwilling to add aircraft, or are only able to do so at significantly increased expense, or otherwise do not have capacity or desire to support our growth, or we are unable to add new operators on reasonable terms, or at all, our business and results of operations could be adversely affected. As the use of private aircraft continues to grow, we expect competition for third-party aircraft operators to increase. Further, we expect that as competition grows, the use of exclusive contractual arrangements with third-party aircraft operators, sometimes requiring volume guarantees, may increase, as may the cost of securing their services. To date, we have not taken any actions to secure exclusive agreements with any third-party aircraft operators nor have we actively pursued any other means of mitigating the risks of being unable to secure our requirements from third-party aircraft operators. If we are unable to secure our requirements from third-party aircraft operators or unable to satisfy such needs through the booking of flights on our own aircraft, this could have a material adverse effect on our business, financial condition, and results of operations.

Flewber Hops

Facilitated by our air-taxi and flown in our owned and operated aircraft, by the end of the first quarter of 2024, we plan to add a third level of service to the Flewber App, which will be called the Flewber Hops. The Flewber Hops is being designed to allow us to compete with the UAM market, as well as provide same day, on-demand service meant to fill, what we believe is a void of air carrier services in the local and regional markets which have become more and more underserved over the past few years. Our goal is to provide private air travel, through the Flewber Hops at prices that are accessible to middle-market fliers, who are currently priced out of market limited to high net worth fliers, with a price point between $199 and $699 per seat for local and regional flights, which we also believe will garner market share from rail and ride share services. The Flewber Hops will be available solely for booking flights on our own aircraft and will not provide customers the ability to book flights on third-party aircraft.

It is our intent that, upon our full commercial launch of the Flewber Hops, a prospective air traveler will be able to board a private Flewber Hops flight in as little as one hour after completing his or her booking process and in most cases no more than two hours, although there is not currently any assurance that the timing of this booking process will be achieved or maintained on a constant basis.

Air-Taxi

In November 2023, we acquired a Cirrus Jet which includes one year and/or 150 hours of maintenance. See “Business — Recent Business Developments — Acquisition of a Cirrus Jet.”

The Cirrus SF50 Vision Jet is a single engine V-tail aircraft in the light jet category of aircraft, which was awarded the 2017 Robert J. Collier Trophy as the world’s first single engine personal jet with a Cirrus Airframe Parachute System. The Robert J. Collier Trophy is awarded by a committee that includes 25 industry leaders and is awarded annually to recognize “the greatest achievement in aeronautics or astronautics in America, with respect to improving the performance, efficiency, and safety of air or space vehicles, the value of which has been thoroughly demonstrated

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by actual use during the preceding year.” The Cirrus SF50 Vision Jet seats seven passengers, is the largest cabin in its light jet class, has an average cruising speed of about 300 miles per hour, and short runway specifications that allow it to take off and land at most of the approximately 5,530 major, regional and local airports in the U.S. The foregoing specifications, along with the advanced safety features such as its Cirrus Airframe Parachute System and push button autonomous landing feature, as well as its low cost of operation, we believe, make the Cirrus SF50Vision Jet a highly suitable aircraft for use with the Flewber Hops on both local and regional routes.

We also plan to use approximately $2.0 million of the net proceeds of this offering to finance the acquisition of two additional aircraft for use in connection with our air-taxi services to support the Flewber Hops. We have not yet identified either of these two additional aircraft, but currently expect to add both of them to our air-taxi fleet in 2024, although there is no assurance that we will be able to complete these acquisitions by that time. We believe that adding these two additional aircraft will even further increase our capability of providing air-taxi services to support the Flewber Hops.

We also currently own and operate one six-seat Cessna 421CE twin engine aircraft, also known as the Golden Eagle, which was built in 1976, and purchased by us in 2019, and which now has expanded FAA certificated operating authorities. Over the last 18 months, the Cessna 421CE twin engine aircraft has been used primarily for pilot training and corporate flights for internal use only, and for which we have not generated any revenue, to date, while we have been upgrading our FAA certifications and our air-taxi management staff.

Industry and Market Opportunity

We view the domestic passenger aviation industry as an industry in crisis and conflict. Supported by the data cited in a press release, dated November 10, 2022, issued by the Regional Airline Association, an association that represents airlines that provide 43% of the scheduled passenger flights in the United States (“RAA”), we believe that commercial airlines are continuing to reduce available seat capacity on regional routes and as such are raising prices to the consumer due to a self-imposed lack of supply. This data from RAA reported that commercial airlines reduced the availability of seats on regional flights significantly, between 2019 and 2022, and further provided the following:

• In 2022, 324, or 76% of U.S. airports have lost flights compared to the same period in 2019. With the average loss being 31% of flights.

• 257 airports lost 10% of their flights.

• 161 airports lost 25% of their flights.

• 112 airports lost 33% of their flights.

• 60 regional airports have lost 50% of their flights.

• 14 regional airports have lost all scheduled commercial passenger air service.

The chart below is based on data from the June 28, 2022 FAA Aerospace Forecast Fiscal Years 2021-2041 and shows that enplanements for U.S. regional carriers is still at a 16-year low, which we believe supports our conclusion.

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We believe that the hybrid makeup of the Flewber Hops, which we define as its capability to provide a lower cost option to booking on-demand private air transportation and accessibility to air travel using suitable conventional aircraft that run on both conventional fuel and sustainable aviation fuel (i.e. fuel that is derived from non-fossil sources or feedstock and generates significantly reduced CO2 emissions), will provide us with an advantage over aircraft operators operating in the UAM market using electric-powered eVTOLs, or other aircraft which are powered by sustainable aviation fuel and which aircraft, when operated on electric power or sustainable aviation fuel, will be more environmentally friendly, in both the local and regional marketplaces, along with the same day, on-demand booking technology of the Flewber App, which operates similar to those of land-based ride share services, by giving us the opportunity to garner significant market share from both the UAM market and regional commercial airlines regional sectors. Our advantage, we believe, will be derived from our ability to provide short-range flights before eVTOLs are commercially available because of the current limitations on battery power and the availability of sustainable aviation fuel at a reasonable cost, which, as previously mentioned, is not expected to be more generally available before 2027.

Revenue

Flewber generates revenue through the sale of air travel services. Our fliers purchase and manage reservations in two ways; some may use the no brokerage commission Book, Bid and Share platform by booking flights directly on the Flewber App, while others, willing to pay a premium price, may choose to call, email, or text our dedicated team of Aviation Specialists at Flewber Luxe. We accept payments via credit card on the Flewber App and via credit card, wire, check or customer credits on Flewber Luxe, and generally, we collect payments in advance of performing the related services. We also generate revenue from ancillary charges for items such as ground transportation services, and catering. Customers who book using the Flewber App pay, on average, $13,600 per booking. Those customers who opt for the more premium service provided through Flewber Luxe pay, on average, $41,000 per booking. During the nine months ended September 30, 2023 and the years ended December 31, 2022 and 2021, substantially all of our revenue was generated from bookings using our Flewber Luxe service. For the nine months ended September 30, 2023, we did not generate any revenue on the Flewber App. For the years ended December 31, 2022 and 2021, we generated revenue of $40,800 and $0, respectively, with respect to bookings made directly on the Flewber App. For the nine months ended September 30, 2023 and 2022, we generated revenue of $2,080,747 and $3,425,449, respectively, with respect to Flewber Luxe. For the years ended December 31, 2022 and 2021, we generated revenue of $4,228,300 and $1,798,943, respectively, with respect to Flewber Luxe. We do not currently generate revenue directly from flights provided by our air-taxi service, as we have been in the process of upgrading our management staff and the FAA certifications required to operate our air-taxi service. As a result, all of our revenue has been generated by the booking of flights through Flewber Luxe and the Flewber App on the aircraft of third-party aircraft operators, who facilitated these flights.

Profits

Each of our existing air travel services generate profits on a “cost-plus” basis. The percentage we charge to our customers over our “cost of revenue” will fluctuate from period to period based on our assessment of what percentage to charge over our costs to maintain our customer relationships and to remain competitive with other private aviation service providers. In 2022 and during the nine months ended September 30, 2023, we decreased the percentage we charge over our “cost of revenue” compared to prior comparative periods, to remain competitive with other private aviation services providers. This led to a decrease in our margins for the year ended December 31, 2022, compared to the year ended December 31, 2021, a further reduction in margins during the three months ended September 30, 2023, compared to the three months ended September 30, 2022, and a further reduction in margins during the nine months ended September 30, 2023, compared to the nine months ended September 30, 2022. We do not expect a further degradation in margins for the three months ended December 31, 2023 based on our assessment that the market for private aviation services is currently increasing and, therefore, we will no longer need to continue to decrease our margins below current levels to maintain our customer relationships and to remain competitive with other private aviation service providers. Our expectation is that margins for the three months ended December 31, 2023, will be at or above our margins from the three months ended September 30, 2023. We are expecting our margins for at least the remainder of 2023 and the future to remain similar to our margin for the nine months ended September 30, 2023. For the three months ended September 30, 2023 and 2022, we generated revenue of $937,718 and $969,727, respectively, with respect to Flewber Luxe and no revenue from the Flewber App. For the three months ended September 30, 2023 and 2022, cost of revenue, relating to bookings through Flewber Luxe, were $774,625 and $738,199, respectively. Net loss for the three months ended September 30, 2023

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and 2022 were $552,969 and $367,506, respectively. For the nine months ended September 30, 2023 and 2022, we generated revenue of $2,080,747 and $3,425,449, respectively, with respect to Flewber Luxe and no revenue from the Flewber App. For the nine months ended September 30, 2023 and 2022, cost of revenue, relating to bookings through Flewber Luxe, were $1,697,757 and $2,716,376, respectively. Net loss for the nine months ended September 30, 2023 and 2022 were $1,521,868 and $1,824,876, respectively. For the years ended December 31, 2022 and 2021, cost of revenue, relating to bookings made directly on the Flewber App, were $38,000 and $0, respectively. For the years ended December 31, 2022 and 2021, cost of revenue, relating to bookings through Flewber Luxe, were $3,402,601 and $1,389,742, respectively. Net loss for the years ended December 31, 2022 and 2021 were $2,425,769 and $2,011,887, respectively.

In general, gross profits were less during the nine months ended September 30, 2023, compared to the same period in 2022, directly as a result of a 39% reduction in revenue between those two periods, mostly attributable to a decrease in demand for our private aviation services during the nine months ended September 30, 2023. However, net loss improved during the nine months ended September 30, 2023, compared to the same period in 2022, primarily due to lower general and administrative costs in the nine months ended September 30, 2023. If we are able to maintain the same margins for the remainder of 2023, any increase in demand for our private aviation services, resulting in an increase in revenue, would result in an increase in gross profits for the remainder of the year. In addition, if we are able to maintain general and administrative costs at a similar level to the nine months ended September 30, 2023, our net loss should also continue to improve. No assurances can be given that we will be able to successfully achieve these results.

Profits for the Flewber Hops will be generated through the sale of individual seats on our owned private aircraft. The distance of each flight will be the determinative factor of per seat fares and further, we believe that the use of our owned and operated fleet will allow for a higher level of control over capacity availability, flyer experience and branding.

Our Strengths

We believe the following competitive strengths have and will continue to be important to the success of our business and will help position us for future growth.

Our Technology

Technology and data science are at the core of our operations and strategic decision making. We have assembled a team of engineers, designers, and product managers whose expertise spans a broad range of technical areas to build our data driven technology to support our marketplace application and the day-to-day operations of our business. In addition to our technology, we use third-party cloud computing services to allow us to scale our services quickly and efficiently without incurring significant additional costs.

Our technology can facilitate multiple flights and user requests in real-time across multiple geographic regions, routes, and time zones. Our platform combines an order management system, administrative portal, sales portal, bid processing workflows, automated aircraft route calculations and accounting system into a simple to use consumer facing platform. The Flewber App also sends real time alerts to users allowing them to easily accept, reject or change flight details in real time in order to eliminate issues before they arise.

Our Air-Taxi

We believe that our subsidiary, Ponderosa Air, which we acquired in 2019, and currently operates our one six-seat Cessna 421 CE twin engine aircraft, will give us distinct strategic, operational, and capacity control advantages, in the future. Since acquiring Ponderosa Air, we have made significant upgrades in Ponderosa Air’s FAA Part 119 management department personnel, and expanded its FAA operating certificate authorities, which has allowed us a greater scope of operation and a greater choice of the types of aircraft we can utilize for our air-taxi services. All of this reduces the limitations on types of aircraft that Ponderosa Air can operate and, as such, we believe allows for greater operational scalability.

Sales and Account Management

We have developed a sales organization that we believe allows us to capitalize on lead generation efforts and customer acquisition channels of our business. Our sales organization focuses on (i) sales operation, (ii) centralized industrial sales, (iii) use of existing infrastructure and (iv) marketing.

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Like many industries, the travel industry has been buoyed by a rise in digital marketing, both free and paid. We utilize targeted, digital marketing to reach new customers and drive awareness. Moreover, our marketing strategy utilizes a variety of media channels, with a focus on both attracting new customers and retaining existing ones. Our strategy marries digital marketing with targeted social media outreach as well as earned media placements in industry publications and guerrilla marketing events. We strive to continually use each of these channels to cohesively orchestrate and extol the benefits of Flewber Global’s products and services to the flyer.

Our Strategy

Our business model was developed to be scalable and profitable by first building brand recognition and market share among the high-net-worth demographic located in strategic population centers across the United States with our Flewber Luxe brokerage division while focusing on growing our offerings with our Flewber Hops model to a broader market share.

We believe that our strengths today position us well to deploy our Flewber Hops product, first, in the Northeast to Mid-Atlantic region, which will encompass major population centers such as New York City, Boston, Washington DC, Philadelphia and Baltimore, where we believe it will be profitable and, ultimately, expand the total addressable market given the lower costs, pro-consumer flexibility, ease of use and convenience it brings with it.

Included in our strategy will be key acquisitions, such as the recent purchase of a Cirrus SF50 aircraft, which we believe will afford us certain synergies such as:

• Guaranteed capacity.

• Operational control and flexibility.

• More direct impact on customer service.

• Maintenance efficiencies.

• Greater control of regulatory adherence.

• Brand recognition.

• Pricing control.

• Better scalability.

Following its initial launch and subsequent further increase of our air-taxi’s fleet size, the Flewber Hops will be deployed to more select regions throughout the United States, which will be chosen for their proximity to major cities as well as business and industry sectors such as Florida, Texas, and California, and will be driven by user demand.

Pursue Strategic Partnerships

As provided in a September 2, 2022, post COVID-19 US travel and tourism release from the World Travel and Tourism Council (WTTC), the WTTC forecasted current U.S. domestic travel & tourism spending to reach more than $1.1 trillion for 2022, surpassing pre-COVID-19 pandemic levels by 11.3%. Further, the U.S. Travel and Tourism Association reported on April 26, 2023, that such spending was actually approximately $1.2 trillion. WTTC research projects this sector’s GDP contributions could reach almost $2 trillion, which would represent a 6.2% increase from 2019.

As part of our continued growth initiatives, we plan to pursue and cultivate strategic partnerships with commercial airlines, hotels, and other businesses, that we believe will increase our ability to reach audiences, attract awareness, excite interest, and convert into actionable drivers to capture forecasted market growth.

We believe with partnerships, come inherent advantages for travelers and partners alike, such as:

• Shared loyalty programs.

• Expanded networks.

• Packaged partner travel savings.

• Co-Branding.

• Joint marketing.

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Competitive Landscape

The private aviation industry is a highly competitive one with a vast array of companies with diverse offerings. Because we offer products and services that we believe address the needs of most private flyers, we compete with providers across all categories, including fractional programs, jet card providers and charter brokers.

Our competitors in this sector, such as Wheels Up Experience Inc. (“Wheels Up”) and NetJets IP, LLC (“NetJets”) offer fliers significant time savings and have greater resources and name recognition. Both of these businesses have clients that are generally high net worth individuals and companies that book whole aircraft point to point travel of all distances.

We believe we can offer similar time savings but at significantly lower prices given our ability to effectively market and sell individual seats on aircraft more specifically suited to the operational requirements of tier 2 local and regional airports and routes, and can, therefore, attract a larger base market share targeting a broader and more varied financial demographic, consisting of air travelers seeking a cost effective alternative to the traditional commercial airline hub and spoke system while at the same time appealing to high net worth individuals who are looking for a more reasonably priced alternative for shorter flights.

Government Regulations

Like all aviation companies, we are subject to government regulation at local, state, and national levels. The size and scope of these regulations is exceedingly broad, covering a wide range of subjects that includes, but is not limited to, the following:

(i) The regulation of economic matters by the U.S. Department of Transportation (“DOT”), which oversees the operations of our subsidiary, Ponderosa Air, which operates our air-taxi business (i.e., on-demand operators of small aircraft). The DOT also enforces U.S. laws governing the citizenship of air carriers.

(ii) The regulation of safety matters by the Federal Aviation Administration (“FAA”), including (A) the design and manufacturing of aircraft, engines, propellers, avionics, and other key components (collectively the “aircraft,” as used below), including aspects related to engine noise and other environmental standards; (B) the inspection, maintenance, repair and registration of aircraft; (C) the training, licensing or authorizing, and performance of duties by pilots, flight attendants, and maintenance technicians; (D) the testing of safety-sensitive personnel for prohibited drug use or alcohol consumption; (E) the certification and oversight of air carriers; (F) the establishment and use of safety management systems by air carriers; (G) the promotion of voluntary systems to encourage the disclosure of data that may aid in enhancing safety; (H) the oversight and operational control of air carriers by their accountable managers, directors of operations, and directors of maintenance, and other key personnel.

(iii) The regulation of security matters by the U.S. Transportation Security Administration (“TSA”), an agency of the Department of Homeland Security, which includes regulating the standard security programs in use by U.S. airports and by air carriers. These programs include elements relating to the training of flight crews, checking the identity and screening of passengers, application of security watchlists, and cooperation in threat assessments and responses.

(iv) The regulation of the privacy of personal information collected by us, including compliance with the California Consumer Privacy Act (“CCPA”) and similar laws in other states and jurisdictions.

Intellectual Property

The protection of our technology and other intellectual property is an important aspect of our business. We seek to protect our intellectual property (including our technology and confidential information) as well as contractual commitments and security procedures, regularly review our technological development efforts to identify and assess the protection of new intellectual property.

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Recent Developments

Formation of a New Subsidiary

On November 14, 2023, we formed a subsidiary, Vision FGAR 1, LLC, a Delaware limited liability company (“Vision FGAR 1”), in which we own a 99.99% equity interest, and one of our stockholders (the “Flewber Stockholder”) owns the remaining 0.01% equity interest. We formed Vision FGAR 1 to acquire a Cirrus SF50 Vision Jet (the “Cirrus Jet”) that we intend to use, in connection with our Flewber Hops air-taxi service. In connection with the formation of Vision FGAR 1, we entered into an Operating Agreement with the Flewber Stockholder (the “Vision FGAR 1 Operating Agreement”). The Vision FGAR 1 Operating Agreement provides that it is managed by one Manager, who initially is Marc Sellouk, our Chief Executive Officer. Mr. Sellouk may be removed as Manager, by holders of 80% of the voting power of Vision FGAR 1. There are two classes of membership interests, Class A Units and Class B Units. Except with respect to voting power, the Class A Units and the Class B Units generally have equal rights and privileges and vote together as one class, except as otherwise required by law. The Class A Units have three (3) votes per Class A Unit and the Class B Units have one (1) vote per Class B Unit. We own 1,000,000 Class A Units and the Flewber Stockholder owns 10 Class B Units. As a result, we generally control the vote on matters submitted to the members of Vision FGAR 1 for approval. The Vision FGAR 1 Operating Agreement provides that for each fiscal year 100% of losses are allocated to the holders of Class B Units and 100% of all profits are allocated to the holders of Class A Units. Distributions are at the discretion of the Manager, provided that if distributions are made during any year, the holders of the Class B Units are entitled to an aggregate distribution of $1.00 and the holders of the Class A Units are entitled to the remaining distributions. The Vision FGAR 1 Operating Agreement also contains certain “Drag-Along Rights,” “Tag-Along Rights” and a “Right of First Refusal” upon sales of Units by the members. Pursuant to the terms of a Securities Purchase Agreement between Vision FGAR 1 and the Flewber Stockholder, upon the full repayment of all principal and accrued interest on the Cirrus Financing Note (defined hereafter), Vision FGAR 1 has the right to repurchase the Flewber Stockholder’s entire interest in Vision FGAR 1 for $1.00.

Acquisition of a Cirrus Jet

On or about November 14, 2023, one of our stockholders (the “Flewber Stockholder”) loaned $2,800,000 to us (the “Flewber Stockholder Loan”) to finance a substantial portion of the purchase price of the Cirrus Jet, and two of our other stockholders (the “Additional Flewber Stockholders”) loaned us an aggregate of $300,000 (the “Additional Flewber Stockholders Loans”). On November 14, 2023, we completed the acquisition of the Cirrus Jet pursuant to that certain Cirrus Certified Aircraft Purchase Agreement with Cirrus Aircraft, dated March 21, 2023, as subsequently amended, for the purchase of the Cirrus Jet, for a total purchase price of $3,317,874 (the “Aircraft Purchase Agreement”) using the proceeds from the aforementioned loans. In connection with the Flewber Stockholder Loan, our majority owned subsidiary, Vision FGAR 1, issued to the Flewber Stockholder a seven-year secured promissory note in the principal amount of $2,800,000 (the “Cirrus Financing Note”). The Cirrus Financing Note bears interest at a rate of 7% per year and is payable in equal monthly installments of principal and interest in the amount of $42,259.50 each, the first installment of which was paid on December 12, 2023 and the second installment of which was paid on January 16, 2024, until paid, in full, and is secured by a security interest in the Cirrus Jet. We have the right to prepay the Cirrus Financing Note, in whole or in part, at any time, without penalty. In addition, we issued an unsecured promissory note to the Additional Flewber Stockholders, in an aggregate principal amount of $300,000, each of which bears interest at a rate of 12% per annum, was initially payable on January 15, 2024, or on the date of the closing of this offering, if sooner, and which payment date has been extended until February 20, 2024, or on the date of the closing of this offering, if sooner.

Bridge Financings

In a series of convertible debt financings from December 2022 through December 2023, we raised a total of $1,170,000 in gross proceeds from several investors (the “Bridge Financings”). In connection with these Bridge Financings, we issued to the investors unsecured convertible promissory notes in an aggregate principal amount of $1,170,000 (the “Bridge Notes”). The Bridge Notes will automatically convert into a total of 346,667 shares of our common stock, upon the closing of this offering, based upon the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus, at the closing of this offering. In addition these investors also will be issued five-year common stock purchase warrants (the “Bridge Warrants”), upon the closing of

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this offering to purchase up to an aggregate of 346,667 shares of our common stock at an exercise price equal to $3.38 per share, based upon the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus, Also, except with respect to the shares of common stock issuable upon the conversion of the Bridge Notes and the Bridge Warrants issued or issuable in connection the Initial Bridge Financings (defined hereafter), we have agreed to use our commercially reasonable efforts to register the resale of the shares of common stock issuable upon the conversion of the Bridge Notes and the exercise of the Bridge Warrants, pursuant to a registration statement, which we have agreed to file on or about six months after the closing of this offering and use our commercially reasonable efforts to have such registration statement declared effective within nine months after the closing of this offering. We have also agreed, with respect to all of the Bridge Financings, subject to certain exceptions, to provide the holders of the Bridge Notes and the Bridge Warrant with certain “piggyback” registration rights, if, at any time after the closing of this offering, we propose to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for our own account or for the account of any of our stockholders, and at such time the shares of common stock issuable upon conversion of the Bridge Notes are not then registered for resale under an effective registration statement. Furthermore, in connection with this offering, the holders of the Bridge Notes and the Bridge Warrants will enter into lock-up agreements which shall provide, subject to certain exceptions, that they shall not purchase, sell or otherwise transfer any of our securities for a period of six months (or nine months if such holders are also directors or officers of the Company) after the closing of this offering, including any shares of common stock received upon conversion of the Bridge Notes and/or exercise of the Bridge Warrants. See “Description of Securities — Bridge Financings” for a more detailed discussion of the Bridge Financings.

Affiliate Loans

On May 18, 2023, 681315 B.C. Ltd., a corporation controlled by Jaisun Garcha, our Chief Financial Officer, made a loan to us in the principal amount of $50,000, and in connection therewith we issued an unsecured subordinated promissory note to Mr. Garcha in the principal amount of $50,000 accruing interest at a rate of 12% per annum, with an original maturity date on August 1, 2023, which was extended to December 1, 2023 and then further extended to February 1, 2024 and then further extended to February 20, 2024. This corporation made an additional loan to us on July 18, 2023 in the principal amount of $100,000 accruing interest at a rate of 5% per annum, with a maturity date on December 1, 2023, which was extended to February 1, 2024 and then further extended to February 20, 2024.

Moneta Warrant

On October 10, 2022, pursuant to the terms of an Amended and Restated Services Agreement with Moneta Advisory Partners, LLC (“Moneta”), we issued to Moneta a warrant to purchase up to 50,000 shares of our common stock (the “Moneta Warrant”). The Moneta Warrant, which is exercisable until October 10, 2025, is exercisable for up to 50,000 shares of our common stock at an exercise price of $3.00 per share, subject to certain adjustments. The Moneta Warrant contains other customary provisions, including anti-dilution adjustments in the case of certain events such as payments of stock dividends or effecting a stock split.

Summary of Risks Associated with Our Business

Our ability to implement and execute our business strategy is subject to numerous risks and uncertainties that you should be aware of prior to making any investment decisions. The risks described in the section titled “Risk Factors” immediately following this summary may cause us to not realize the full benefits of our strengths or to be unable to successfully execute all or part of our strategy. These risks include, but are not limited to, the following:

Risks Related to Our Business and Industry

• We have incurred significant losses since inception. We expect to incur losses in the future, and we may not be able to achieve or maintain profitability.

• We have a history of operating losses. Our management has concluded that factors raise substantial doubt about our ability to continue as a going concern. Our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended December 31, 2022 and 2021.

• We are exposed to the risk of a decrease in demand for private aviation services.

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• If we face problems with any of our third-party service providers, our operations could be adversely affected.

• The supply of pilots to the airline industry is limited and may negatively affect our operations and financial condition. Increases in our labor costs, which constitute a substantial portion of our total operating costs, may adversely affect our business, results of operations and financial condition.

• We may be subject to unionization, work stoppages, slowdowns or increased labor costs and the unionization of our pilots, maintenance workers and inflight crewmembers could result in increased labor costs.

• We may incur substantial maintenance costs as part of our leased aircraft return obligations.

• Significant increases in fuel costs could have a material adverse effect on our business, financial condition and results of operations.

• Our insurance may become too difficult or expensive to obtain. If we are unable to maintain sufficient insurance coverage, it may materially and adversely impact our results of operations and financial position.

• Aviation businesses are often affected by factors beyond their control, including air traffic congestion at airports, airport slot restrictions, air traffic control inefficiencies, increased and changing security measures, changing regulatory and governmental requirements, or new or changing travel-related taxes, any of which could have a material adverse effect on our business, results of operations and financial condition.

• The UAM market and the market for short-range flights, in general, is still in relatively early stages and, therefore, there is no basis for us to determine the market for the short-range flights we plan to provide on our suitable conventional aircraft to compete against aircraft operators in the UAM market, and, if the market for short-range flights does not develop, grows more slowly than we expect or fails to grow as large as we expect, our business, financial condition and results of operations could be adversely affected.

• Extreme weather, natural disasters and other adverse events could have a material adverse effect on our business, results of operations and financial condition.

• We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.

• Our business is primarily focused on certain targeted geographic regions making us vulnerable to risks associated with having geographically concentrated operations.

• 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.

• Terrorist activities or warnings have dramatically impacted the aviation industry and will likely continue to do so.

Risks Related to Our Reliance on Third-Party Aircraft Operators

• We rely on our third-party aircraft operators to provide and operate aircraft to move our fliers. If such third-party aircraft operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

• We may incur losses on the cancellation or delay of flights and on the booking of flights with third-party aircraft operators where customers cancel bookings and our payment terms provide for greater refunds to customers than we receive from those third-party aircraft operators.

• If we experience growth in demand for our services, our third-party aircraft operators may not be able to match our growth in demand, we may be unable to add additional third-party aircraft operators to our platform to meet future growth in demand or third-party aircraft operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

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• A failure in our technology or breaches of the security of our information technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses.

• We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications and flight management system offerings, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations and customers.

• Our agreements with third-party aircraft operators may contain obligations for us to indemnify such third-party aircraft operators from and against claims and damages arising out of our agreements with them in connection with the operating of flights and any indemnification obligations of our customers to us may not sufficiently reimburse us for our indemnification obligations.

• We may not have sufficient insurance coverage for damages relating to flights provided by third-party aircraft operators.

Legal and Regulatory Risks Related to Our Business

• We are subject to significant governmental regulation and changes in government regulations imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.

• We are subject to various environmental and noise laws and regulations, which could have a material adverse effect on our business, results of operations and financial condition.

Risks Related to Our Securities and This Offering

• There is no existing market for our shares of common stock and we do not know if one will develop to provide you with adequate liquidity. Even if a market does develop following this offering, the prices in the market may not exceed the initial public offering price of the Shares.

• The market prices of the shares of common stock may be volatile, and you could lose all or part of your investment.

• Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our common stock.

• If we cannot satisfy the initial listing requirements, or continue to satisfy the continued listing requirements and other rules of the NYSE American, our shares of common stock may not be listed or may be delisted, which could negatively impact the price of our common stock and your ability to sell them.

• Our directors, executive officers and principal stockholders will continue to have substantial control over us after this offering and could delay or prevent a change of corporate control.

• If you purchase securities sold in this offering, you will incur immediate and substantial dilution in the book value of your shares of common stock.

• Our third amended and restated certificate of incorporation and amended and restated bylaws, both of which will become effective on the effective date of the registration statement of which this prospectus forms a part, include provisions limiting voting of our shares of common stock beneficially owned by non-U.S. citizens.

Corporate Information

We were formed as a Delaware corporation under the name Flewpon Inc. on January 22, 2019. On April 8, 2021, we changed our name to Flewber Global Inc. Our website address is www.flewber.com. Information contained in, or accessible through, our website does not constitute part of this prospectus or the registration statement of which this prospectus forms a part and inclusions of our website address in this prospectus or such registration statement are inactive textual references only.

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Implications of Being an Emerging Growth Company and a Smaller Reporting Company

As a company with less than $1.235 billion in total annual gross revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of relief from certain reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include:

• reduced obligations with respect to financial data, including presenting only two years of audited financial statements and only two years of selected financial data in this prospectus;

• an exception from compliance with the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

• reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

• exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of exemptions for up to five years or such earlier time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. We would cease to be an emerging growth company upon the earliest to occur of: (1) the last day of the fiscal year in which we have more than $1.235 billion in annual gross revenue or (2) following the fifth anniversary of the closing of this offering, (3) we are deemed to be a “large accelerated filer” under the rules of the U.S. Securities and Exchange Commission, or SEC, which means the market value of our securities that is held by non-affiliate exceeds $700 million, and (4) the issuance of, in any three year period, by us of more than $1.0 billion in non-convertible debt securities.

The JOBS Act also permits us, as an emerging growth company, to take advantage of an extended transition period to comply with the new or revised accounting standards applicable to public companies and thereby allow us to delay the adoption of those standards until those standards would apply to private companies. We have irrevocably elected not to avail ourselves of this exemption and therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates equaled or exceeded $250 million on the last business day of our second fiscal quarter in that fiscal year, and (2) our annual revenue equaled or exceeded $100 million during such completed fiscal year or the market value of our common stock held by non-affiliates equaled or exceeded $700 million on the last business day of our second fiscal quarter in that fiscal year.

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THE OFFERING

Shares being offered		2,222,223 Shares, based on an assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus.
Number of shares of common stock outstanding immediately before this offering(1)		8,649,471 shares
Number of shares of common stock to be outstanding after this offering(1)		11,583,236 shares (or 11,916,569 shares if the Representative exercises its over-allotment option to purchase additional shares of common stock, in full).
Use of proceeds		We expect to receive net proceeds, after deducting underwriting discounts and commissions and estimated expenses payable by us, of approximately $8,391,839 (or approximately $9,786,839 if the Representative exercises its over-allotment option to purchase additional shares of common stock, in full), based on an assumed initial public offering price of $4.50 per Share, which is the midpoint of the price range set forth on the cover of this prospectus. If the Representative exercises the option in full for shares of common stock, the total underwriting discounts and commissions will be $805,000 and the additional proceeds to us, before expenses, from the over-allotment option exercise will be $1,395,000.
		We intend to use the net proceeds from this offering as follows: (i) approximately $3.0 million (or $3.4 million, if the Representative exercises its over-allotment option, in full for additional shares of common stock) to hire additional staff and third-party consultants; (ii) approximately $0.5 million (whether or not the Representative exercises its over-allotment option to purchase additional shares of common stock) for interest and principal payments over the next twelve months on the Cirrus Financing Note; (iii) approximately $0.2 million (whether or not the Representative exercises its over-allotment option in full) to repay principal and interest due to 681315 B.C. Ltd, which are due on February 20, 2024; (iv) approximately $2.0 million to finance the acquisition of two additional aircraft (whether or not the Representative exercises its over-allotment option to purchase additional shares of common stock); (v) approximately $2.0 million for marketing (whether or not the Representative exercises its over-allotment option to purchase additional shares of common stock); and (vi) any remaining amount, for working capital and general working capital purposes. See “Use of Proceeds” on page 48 of this prospectus.
Lock-up agreements		The holders of all of our securities outstanding prior to the completion of this offering will enter into customary “lock-up” agreements in favor of the Representative pursuant to which such persons and entities shall agree that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities without the Representative’s prior written consent, including the issuance of shares of common stock upon the exercise of currently outstanding convertible securities, for a period of nine (9) months for our officers and directors and six (6) months for all other holders of our shares of common stock and securities convertible into or exercisable or exchangeable for shares of our common stock. See “Underwriting” on page 126 of this prospectus for more information.

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Representative’s over-allotment option		We have granted to the Representative an option exercisable for a period of 45 days from the date of this prospectus to purchase an aggregate of up to an additional 333,333 shares of common stock, solely to cover over-allotments. The purchase price to be paid per additional share of common stock will be equal to the initial public offering price of one Share, less the underwriting discounts and commissions.
Proposed stock exchange and symbol		We intend to apply to list our common stock on the NYSE American under the ticker symbol “FLAI”. No assurance can be given that our application will be approved. We will not proceed with this offering if our common stock is not approved for listing on the NYSE American.
Risk factors		Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 22, and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our common stock.
Transfer agent and registrar		The transfer agent and registrar for our shares of common stock is VStock Transfer, LLC, with its business address at 18 Lafayette Place, Woodmere, NY 11598.

____________

(1) The number of shares of our common stock to be outstanding immediately after this offering is based on 8,649,471 shares of our common stock outstanding as of February 7, 2024, the issuance of 364,875 shares of common stock in settlement of restricted stock units awarded under our 2021 Equity Incentive Plan (the “2021 Plan”), which is expected to occur prior to the consummation of this offering, and assumes the automatic conversion of the Bridge Notes into 346,667 shares of common stock (based on a conversion rate equal to 75% of the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus); and excludes:

• 10,000 shares of common stock issuable upon exercise of stock options granted under the 2021 Plan, at an exercise price of $1.80 per share;

• 50,000 shares of common stock issuable upon exercise of outstanding warrants, at an exercise price of $3.00 per share;

• 346,667 shares of common stock issuable upon exercise of the Bridge Warrants to be issued upon the closing of this offering, at an exercise price of $3.38 per share (75% of the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus);

• 75,000 shares of common stock issuable upon exercise of stock options granted under the 2021 Plan, at an exercise price of $4.00 per share;

• 289,625 shares of common stock issuable upon the vesting of restricted stock units awarded under the 2021 Plan;

• 201,679 shares of our common stock that are available for future issuance under the 2021 Plan; and

• 166,667 shares of common stock issuable upon the exercise of the Representative’s Warrants.

Unless otherwise indicated, this prospectus reflects and assumes the following:

• no exercise by the Representative of its over-allotment option;

• no exercise of the Representative’s Warrants; and

• the conversion of the Bridge Notes upon the closing of this offering into an aggregate of 346,667 shares of our common stock at a conversion price of $3.38 per share (75% of the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus).

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SUMMARY SELECTED FINANCIAL DATA

The following tables set forth a summary of our historical financial data as of, and for the periods ended on, the dates indicated. We have derived the statements of operations data for the three and nine months ended September 30, 2023, and 2022 and our balance sheet data at September 30, 2023 from our unaudited interim financial statements included elsewhere in this prospectus. We have derived the statements of operations data for the years ended December 31, 2022, and 2021 and our balance sheet data at December 31, 2022 and 2021 from our audited financial statements included elsewhere in this prospectus. In the opinion of the management, the audited data reflects all adjustments, consisting of normal and recurring adjustments, necessary for a fair presentation of results as of and for these periods. You should read this data together with our consolidated financial statements and related notes included elsewhere in this prospectus and the section in this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results for any prior period are not indicative of our future results.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						For the Year Ended December 31,
	2023			2022			2023			2022			2022			2021
Revenue	$	937,718		$	969,727		$	2,080,747		$	3,425,449		$	4,269,100		$	1,798,943
Costs and expenses:
Cost of revenue		774,625			738,199			1,697,757			2,716,376			3,440,601			1,389,742
General and administrative		623,304			639,860			1,747,812			2,452,514			3,081,352			2,282,745
Sales and marketing		43,919			121,101			50,126			202,800			213,703			41,514
Depreciation expense		39,242			39,242			117,726			115,908			155,149			116,189
Total costs and expenses		1,481,090			1,538,402			3,613,421			5,487,598			6,890,805			3,830,190

Loss from operations		(543,372	)		(568,675	)		(1,532,674	)		(2,062,149	)		(2,621,705	)		(2,031,247	)

Other income (expense):
Other income		30,000			202,318			90,000			238,818			273,818			26,392
Interest expense		(39,597	)		(1,149	)		(79,194	)		(1,545	)		(77,882	)		(7,032	)
Total other income (expense)		(9,597	)		201,169			10,806			237,273			195,936			19,360

Net loss	$	(552,969	)	$	(367,506	)	$	(1,521,868	)	$	(1,824,876	)	$	(2,425,769	)	$	(2,011,887	)
Net loss per share of common stock:
Basic	$	(0.06	)	$	(0.04	)	$	(0.18	)	$	(0.22	)	$	(0.29	)	$	(0.30	)
Diluted	$	(0.06	)	$	(0.04	)	$	(0.18	)	$	(0.22	)	$	(0.29	)	$	(0.30	)

Operating Metrics
Total Revenue	$	937,718		$	969,727		$	2,080,747		$	3,425,449		$	4,269,100		$	1,798,943
Total Cost of Revenue		774,625			738,199			1,697,757			2,716,376			3,440,601			1,389,742
Total Flight Legs		26			43			63			121			239			91
Total Nautical Miles		30,852			29,606			74,417			101,335			104,440			75,090
Average Nautical Miles per Flight Leg		1,187			689			1,181			837			437			825
Average Revenue per Flight Leg	$	36,066		$	22,552		$	33,028		$	28,309		$	17,862		$	19,769
Average Revenue per Nautical Mile	$	30		$	33		$	28		$	34		$	41		$	24
Average Cost of Revenue per Flight Leg	$	29,793		$	17,167		$	26,949		$	22,449		$	14,396		$	15,272
Average Cost of Revenue per Nautical Mile	$	25		$	25		$	23		$	27		$	33		$	19

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	September 30, 2023			Pro Forma			Pro Forma as Adjusted
Assets
Current assets:
Cash	$	312,922		$	445,048		$	8,836,887
Accounts receivable		10,647			10,647			10,647
Prepaid expenses		20,256			20,256			20,256
Deferred offering costs		125,000			125,000			—
Total current assets		468,825			600,951			8,867,790

Deposits		336,845			86,845			86,845
Property and equipment and capitalized software, net		374,360			3,692,234			3,692,234
Right-of-use assets		329,356			329,356			329,356

Total Assets	$	1,509,386		$	4,709,386		$	12,976,225

Liabilities and Stockholders’ Deficit

Current liabilities:
Accounts payable and accrued liabilities	$	182,443		$	182,443		$	182,443
Due to related parties		710,087			710,087			710,087
Deferred revenue		602,232			602,232			602,232
Bridge Notes		1,070,000			1,170,000			—
SBA loan, current		3,732			3,732			3,732
Loans payable to related parties		416,545			416,545			416,545
Loans payable, current		14,505			14,505			14,505
Lease liabilities, current		328,734			328,734			328,734
Promissory notes, current		—			621,292			621,292
Total current liabilities		3,328,278			4,049,570			2,879,570

SBA loan, non-current		53,832			53,832			53,832
Loans payable, non-current		65,802			65,802			65,802
Lease liabilities, non-current		—			—			—
Promissory notes, non-current		—			2,478,708			2,478,708
Total Liabilities		3,447,912			6,647,912			5,477,912
Deficit
Preferred stock, $0.0001 par value; 1,000,000 authorized; no shares issued or outstanding, actual, pro forma or pro forma as adjusted		—			—			—
Common stock, $0.0001 par value; 100,000,000 authorized; 8,649,471, 9,014,346, and 11,583,236 shares issued and outstanding, actual, pro forma and pro forma as adjusted, respectively		624			660			917
Additional paid-in capital		4,700,823			5,357,562			14,794,144
Accumulated deficit		(6,639,973	)		(7,296,748	)		(7,296,748	)
Total deficit		(1,938,526	)		(1,938,526	)		7,498,313

Total liabilities and deficit		1,509,386			4,709,386			12,976,225

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The table above sets forth our balance sheet data as of September 30, 2023:

• on an actual basis;

• on a pro forma basis to give effect to: (i) the payment of a $50,000 deposit under the terms of the Aircraft Purchase Agreement, (ii) the issuance of a promissory note in the principal amount of $2,800,000 to the Flewber Stockholder, in connection with financing for the Cirrus Jet, (iii) the issuance of promissory notes in the aggregate principal amount of $300,000 to the Flewber Additional Stockholders, in connection with the remaining balance for the purchase of the Cirrus Jet, (iv) the payment of an aggregate of $3,017,874 for the purchase of the Cirrus Jet, (v) the issuance of the December 2023 Bridge Note to an accredited investor in the December 2023 Bridge Financing, in a principal amount of $100,000 and (vi) the issuance of 364,875 shares of common stock in settlement of restricted stock units awarded under the 2021 Plan, which is expected to occur prior to the consummation of this offering.

• on a pro forma as-adjusted basis to further reflect (i) the issuance and sale by us of 2,222,223 Shares in this offering at the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us and the receipt by us of the proceeds of such sale, (ii) the conversion of the Bridge Notes into 346,667 shares of common stock, upon the completion of this offering and (iii) the issuance of the Bridge Warrants.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including the consolidated financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus before deciding whether to invest in shares of our common stock. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we deem immaterial may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We have incurred significant losses since inception. We expect to incur losses in the future, and we may not be able to achieve or maintain profitability.

We have incurred significant losses since inception. While we currently generate revenue from the sale of air transportation, it is difficult for us to predict our future operating results. As a result, our losses may be larger than anticipated, and we may not achieve profitability when expected, or at all. Even if we do, we may not be able to maintain or increase profitability. Additionally, our ability to achieve and maintain profitability is highly dependent upon the availability of specific types of aircraft that we are able to acquire at costs that are economically feasible for our business. There can be no assurance that availability of these aircraft types or continued regulatory approval of future models of these specific aircraft types or consumer acceptance of these aircraft types will occur in a timely manner, if at all. In addition, there may be additional costs associated with the initial regulatory adherence of any future specific aircraft types needed to service our markets, and as such we cannot be sure that future aircraft types will result in expected cost savings or efficiencies, which could in turn affect our profitability.

We have a history of operating losses. Our management has concluded that factors raise substantial doubt about our ability to continue as a going concern. Our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended December 31, 2022 and 2021.

We have a history of operating losses and have incurred cash flow deficits. We anticipate that we may continue to report losses and our cash flow may prove unstable for the foreseeable future. Our management has concluded that our historical recurring losses from operations and unstable cash flows from operations, as well as our dependence on private equity and other financings, raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the years ended December 31, 2022 and 2021.

Our ability to continue as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing, including funds to be raised in this offering. If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources, we may be unable to continue in business even if this offering is successful.

We may not be able to grow our complementary products and service offerings through opportunistic acquisitions or otherwise as part of our growth strategy. Any failure to adequately integrate past and future acquisitions into our business could have a material adverse effect on us.

From time to time, we may consider opportunities to acquire other companies, products or technologies that may enhance our products and service offerings or technology, expand the breadth of our markets or customer base, or advance our business strategies. Any such transaction could be material to our business and could take any number of forms, including mergers, joint ventures and the purchase of equity interests. The consideration for such transactions may include, among other things, cash, common stock or our equity interests, and in conjunction with a transaction we might incur indebtedness. If we elect to pursue an acquisition, our ability to successfully implement this transaction would depend on a variety of factors. If we need to obtain any third parties’ consent prior to an acquisition, they may refuse to provide such consent or condition their consent on our compliance with additional restrictive covenants that limit our operating flexibility.

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Acquisition transactions involve risks, including, but not limited to:

• insufficient revenue to offset liabilities assumed;

• inadequate return of capital;

• regulatory or compliance issues, including securing and maintaining regulatory approvals;

• unidentified issues not discovered in due diligence;

• those associated with integrating the operations or (as applicable) separately maintaining the operations;

• financial reporting;

• managing geographically dispersed operations;

• the diversion of management’s attention from current operations;

• potential unknown risks associated with an acquisition;

• unanticipated expenses related to acquired businesses or technologies and their integration into our existing business or technology;

• the potential loss of key employees, customers or partners of an acquired business; or

• the tax effects of any such acquisitions.

We may not successfully integrate any future acquisitions and may not achieve anticipated revenue and cost benefits relating to any such transactions. Realizing the benefits of acquisitions depends in part on the integration of operations and personnel. If we do not complete an acquisition transaction or integrate an acquired business successfully and in a timely manner, we may not realize the benefits of the acquisition to the extent anticipated, and in certain circumstances an acquisition could harm our financial position. In addition, strategic transactions may be expensive, time consuming and may strain our resources. Such transactions may not be accretive to our earnings and may negatively impact our results of operations as a result of, among other things, the incurrence or assumption of indebtedness, or the impairment or write-off of goodwill and intangible assets. Furthermore, strategic transactions that we may pursue could result in dilutive issuances of equity securities. As a result of the risks inherent in such transactions, we cannot guarantee that any future transaction will be completed successfully or that it will ultimately result in the realization of our anticipated benefits or that it will not have a material adverse impact on our business, financial condition and results of operations. If we were to complete such an acquisition, investment or other strategic transaction, we may require debt financing that could result in significant indebtedness and debt service obligations.

We are exposed to the risk of a decrease in demand for private aviation services.

Historically, we have generally provided private aviation services to individuals and individual entities, on a per trip basis, and without use of membership-only program business models. During the three months ended September 30, 2023, a decrease in demand for private aviation services impacted our operations resulting in a 3% decrease in revenues compared to the three months ended September 30, 2022. During the nine months ended September 30, 2023, a decrease in demand for private aviation services impacted our operations resulting in a 39% decrease in revenues compared to the nine months ended September 30, 2022. This decrease in revenue was primarily due to a substantial reduction in the number of repeat bookings by our returning customers as a result of a decline in the overall demand for private aviation services. We believe that this reduction may have been caused by reports and the perception of a weaker economy and a possible recession. A weaker economy or our customers’ perception of a weaker economy, in the future, could result in a further decrease in demand for services leading to future periods where we generate less revenue. If demand for private aviation services continues to decrease or fails to return to the level experienced prior to the nine months ended September 30, 2023, this could result in slower growth in our business which could have a material adverse effect on our business, financial condition and results of operations. Such changes could negatively impact our cash flows from operations, unexpectedly accelerate our liquidity needs and require us to seek alternate sources of capital, including debt financings, which may not be available or on acceptable terms.

In addition, our customers may consider private air travel through our products and services to be a luxury item, especially when compared to commercial air travel. As a result, any general downturn in economic, business and financial conditions which has an adverse effect on our customers’ spending habits could cause them to travel less frequently and, to the extent they travel, to travel using commercial air carriers or other means considered to be more

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economical than our products and services. In addition, in cases where sufficient hours of private flight are needed, many of the companies and high-net-worth individuals to whom we provide products and services have the financial ability to purchase their own jets or operate their own corporate flight department should they elect to do so. These circumstances also could negatively impact our cash flows from operations, unexpectedly accelerate our liquidity needs and require us to seek alternate sources of capital, including debt financings, which may not be available or on acceptable terms.

The private aviation industry is subject to competition.

Many of the markets in which we operate are competitive as a result of the expansion of existing private aircraft operators, expanding private aircraft ownership and alternatives, such as luxury commercial airline service. We compete against a number of private aviation operators with different business models, and local and regional private charter operators. Factors that affect competition in our industry include price, reliability, safety, regulations, professional reputation, aircraft availability, equipment and quality, consistency and ease of service, willingness and ability to serve specific airports or regions and investment requirements. There can be no assurance that our 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 our business, financial condition and results of operations.

The outbreak and global spread of COVID-19 has adversely impacted certain aspects of our business. The duration and severity of the COVID-19 pandemic, and similar public health threats that we may face in the future, could result in additional adverse effects on our business, operating results, including without limitation operating income, financial condition and liquidity.

The COVID-19 outbreak, along with the measures governments and private organizations worldwide implemented in an attempt to contain the spread of this pandemic, resulted in an overall decline in demand for air travel, which decline was severe in late spring and early summer of 2020. In addition, the initiatives and measures put in place to limit the spread of COVID-19 have increased costs to our business, including additional costs in connection with the implementation of our enhanced safety, cleanliness and health protocols and guidelines introduced in response to the outbreak of COVID-19. We anticipate that it may be necessary to continue to incur such costs for the foreseeable future as part of ongoing operations. In addition, while there has been a recovery in demand, driven in part by an influx of new flyers to the industry, certain types of travel that have historically been a material driver of flight revenue, including business, event and international travel, have yet to return to pre-pandemic levels.

Outbreaks of variants of COVID-19 have also disrupted our operations and accentuated other risks to or business, such as the availability of qualified flight personnel — see “— The loss of key personnel upon whom we depend on to operate our business or the inability to attract additional qualified personnel could adversely affect our business” — and reliance on our third-party service providers — see “— If we face problems with any of our third-party service providers, our operations could be adversely affected.” Such an outbreak of COVID-19 or similar disease could result in significant downtime of our aircraft and result in material and adverse effects on our business, operating results, financial condition and liquidity.

In response to the COVID-19 pandemic, federal, state and local government authorities implemented directives, orders and regulations intended to mitigate the spread of COVID-19, and in response, we modified our practices, policies and procedures, as appropriate. Such health requirements or standards, whether mandated by government agencies or voluntarily adopted by us, related to COVID-19 or otherwise intended to mitigate the spread of communicable diseases, may in the future have the effect of directly impacting demand for air travel. In addition, COVID-19 and related restrictions may in the future have a material and adverse impact on other aspects of our business, including enhanced risk of delays or defaults in payments by customers, delays and difficulties in completing maintenance work on certain aircraft and delays or shortages in our supply chain.

The full extent of the ongoing impact of COVID-19 on our future operational and financial performance will depend on future developments, many of which are outside our control, including the severity, magnitude, duration and spread of COVID-19, including any recurrence of the pandemic, and related travel advisories, restrictions and future government action, all of which are highly uncertain and cannot be predicted. At this time, we are also not able to predict whether the COVID-19 pandemic will result in long-term changes to business practices and consumer behavior, with such changes including but not limited to a long-term reduction in travel as a result of increased usage of “virtual” and “teleconferencing” products or a general reluctance to travel by consumers.

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In addition, an outbreak of another disease or similar public health threat, or fear of such an event, which affects travel demand, travel behavior or travel restrictions could adversely impact our business, financial condition and operating results. Outbreaks of other diseases could also result in increased government restrictions and regulation, such as those actions described above or otherwise, which could adversely affect our operations.

If we face problems with any of our third-party service providers, our operations could be adversely affected.

Our reliance upon others to provide essential services on behalf of our operations may limit our ability to control the efficiency and timeliness of contract services. In particular, we rely on OEMs, Textron, Hartzell Propeller Inc. and third-party providers for procurement of replacement parts or to provide component exchange or repair services for our Cessna 421 CE twin engine aircraft, our recently purchased Cirrus SF50 Vision Jet, as well any other aircraft we acquire, in the future. Our agreements with such OEMs, and other service providers, are subject to termination after notice. If our third-party service providers terminate their contracts with us, or do not provide timely or consistently high-quality service, we may not be able to replace them in a cost-efficient manner or in a manner timely enough to support our operational needs, which could have a material adverse effect on our business, financial condition and results of operations. In addition, our operations could be materially and adversely affected by the failure or inability of OEMs to provide sufficient parts or related maintenance and support services to us in a timely manner.

The loss of key personnel upon whom we depend on to operate our business or the inability to attract additional qualified personnel could adversely affect our business.

We believe that our future success will depend in large part on our ability to retain or attract highly qualified management, technical and other personnel, particularly our founder and Chief Executive Officer, Marc Sellouk. We compete against commercial and private aviation operators, including the major U.S. airlines for pilots, mechanics and other skilled labor and some of the airlines may offer wage and benefit packages which exceed ours. As we grow our fleet and/or more pilots approach retirement age, we may be affected by a pilot shortage. See “— Pilot attrition may negatively affect our operations and financial condition.” We may not be successful in retaining key personnel or in attracting other highly qualified personnel. Any inability to retain or attract significant numbers of qualified management and other personnel would have a material adverse effect on our business, results of operations and financial condition.

The supply of pilots to the airline industry is limited and may negatively affect our operations and financial condition, with respect to both pilots operating aircraft for third-party aircraft operators and pilots operating our aircraft. Increases in our labor costs, which constitute a substantial portion of our total operating costs, may adversely affect our business, results of operations and financial condition.

Pilots who operate aircraft for third-party aircraft operators, as well as pilots who operate our current aircraft, or who will operate any aircraft we may acquire, in the future, are subject to stringent pilot qualification and crew member flight training standards (“FAA Qualification Standards”), which among other things require minimum flight time for pilots and mandate strict rules to minimize pilot fatigue. The existence of such requirements effectively limits the supply of qualified pilot candidates and increases pilot salaries and related labor costs. A shortage of pilots to operate our aircraft would require us to further increase our labor costs, or the increase in fees we may be required to pay to third-party aircraft operators, who may face higher costs for pilots, would result in a material reduction in our earnings and operating income. Such requirements also impact pilot scheduling, work hours and the number of pilots required to be employed for our operations.

In addition, our operations and financial condition may be negatively impacted if we are unable to train pilots in a timely manner to operate our aircraft. Due to an industry-wide shortage of qualified pilots, driven by the flight hours requirements under the FAA Qualification Standards and attrition resulting from the hiring needs of other industry participants, pilot training timelines have significantly increased and stressed the availability of flight simulators, instructors and related training equipment. As a result, the training of our pilots may not be accomplished in a cost-efficient manner or in a manner timely enough to support our operational needs.

On occasion we may rely on commercial airlines to fly our pilots to the departure location. Any disruption to such commercial airline activity may cause us to delay or cancel a flight and could adversely affect our reputation, business, results of operation and financial condition. See “— Aviation businesses are often affected by factors beyond

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their control, including air traffic congestion at airports, airport slot restrictions, air traffic control inefficiencies, increased and changing security measures, changing regulatory and governmental requirements, or new or changing travel-related taxes any of which could have a material adverse effect on our business, results of operations and financial condition.”

Pilot attrition may negatively affect our operations and financial condition.

In recent years, we have experienced volatility in our attrition, including volatility resulting from pilot wage and bonus increases at other industry participants and the growth of cargo, low-cost and ultra-low-cost airlines. Third-party aircraft operators of private air flights booked through the Flewber App and Flewber Luxe, have also experienced this pilot attrition. In prior periods, these factors, at times, caused pilot attrition rates to be higher than the ability to engage and retain replacement pilots. If attrition rates are higher than the ability to engage and retain replacement pilots, our operations and financial results could be materially and adversely affected.

We may be subject to unionization, work stoppages, slowdowns or increased labor costs and the unionization of our pilots, maintenance workers and inflight crewmembers could result in increased labor costs.

Our business is labor intensive and while our employees and independent contractors, particularly our pilots and our maintenance workers, are not currently represented by labor unions, we may, in the future, experience union organizing activities of our pilots, maintenance workers or other crewmembers. Such union organization activities could lead to work slowdowns or stoppages, which could result in loss of business. In addition, union activity could result in demands that may increase our operating expenses and adversely affect our business, financial condition, results of operations and competitive position. Any of the different crafts or classes of our crewmembers could unionize at any time, which would require us to negotiate in good faith with the crew member group’s certified representative concerning a collective bargaining agreement. In addition, we may be subject to disruptions by unions protesting the non-union status of our other crewmembers. Any of these events would be disruptive to our operations and could harm our business.

We may never realize the full value of our intangible assets or our long-lived assets, causing us to record impairments that may materially adversely affect our financial conditions and results of operations.

In accordance with applicable accounting standards, we are required to test our indefinite-lived intangible assets for impairment on an annual basis, or more frequently where there is an indication of impairment. In addition, we are required to test certain of our other assets for impairment where there is any indication that an asset may be impaired, such as our market capitalization being less than the book value of our equity.

We may be required to recognize losses in the future due to, among other factors, extreme fuel price volatility, tight credit markets, government regulatory changes, decline in the fair values of certain tangible or intangible assets, such as aircraft, unfavorable trends in historical or forecasted results of operations and cash flows and an uncertain economic environment, as well as other uncertainties.

We can provide no assurance that a material impairment loss of tangible or intangible assets will not occur in a future period, and the risk of future material impairments has been significantly heightened as result of the effects of the COVID-19 pandemic on our flight schedules and business. The value of our aircraft could also be impacted in future periods by changes in supply and demand for these aircraft. Such changes in supply and demand for certain aircraft types could result from the grounding of aircraft. See also “— The residual value of our owned aircraft may be less than estimated in our depreciation policies.”

An impairment loss could have a material adverse effect on our financial condition and operating results.

The residual value of our owned aircraft may be less than estimated in our depreciation policies.

As of September 30, 2023, we had $374,360 of property and equipment and capitalized software, net of accumulated depreciation, of which $141,053 relates to our owned aircraft. As of December 31, 2022, we had $441,148 of property and equipment and capitalized software, net of accumulated depreciation, of which $154,567 relates to our owned aircraft. In accounting for these long-lived assets, we make estimates about the expected useful lives of the assets, the expected residual values of certain of these assets, and the potential for impairment based on the fair value of the assets and the cash flows they generate. Factors indicating potential impairment include, but are not limited to, significant

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decreases in the market value of the long-lived assets, a significant change in the condition of the long-lived assets and operating cash flow losses associated with the use of the long-lived assets. In the event the estimated residual value of any of our aircraft types is determined to be lower than the residual value assumptions used in our depreciation policies, the applicable aircraft type in our fleet may be impaired and may result in a material reduction in the book value of applicable aircraft types we operate or we may need to prospectively modify our depreciation policies. An impairment on any of the aircraft types we operate or an increased level of depreciation expense resulting from a change to our depreciation policies could result in a material negative impact to our financial results.

We may incur substantial maintenance costs as part of our leased aircraft return obligations.

In the future we may enter into aircraft lease agreements which may contain provisions that require us to return aircraft airframes and engines to the lessor in a specified condition or pay an amount to the lessor based on the actual return condition of the equipment. These lease return costs will be recorded in the period in which they are incurred. Any unexpected increase in maintenance return costs may negatively impact our financial position and results of operations.

We are exposed to operational disruptions due to maintenance.

Our fleet will require regular maintenance work, which may cause operational disruption. Our inability to perform timely maintenance and repairs can result in our aircraft being underutilized, which could have an adverse impact on our business, financial condition and results of operations. On occasion, airframe manufacturers and/or regulatory authorities require mandatory or recommended modifications to be made across a particular fleet which may mean having to ground a particular type of aircraft. This may cause operational disruption to and impose significant costs on us. Furthermore, our operations in remote locations, where delivery of components and parts could take a significant period of time, could result in delays in our ability to maintain and repair our aircraft. We may often rely on commercial airlines to deliver such components and parts. Any such delays may pose a risk to our business, financial condition and results of operations. See “— Aviation businesses are often affected by factors beyond their control, including air traffic congestion at airports, airport slot restrictions, air traffic control inefficiencies, increased and changing security measures, changing regulatory and governmental requirements, new or changing travel-related taxes, any of which could have a material adverse effect on our business, results of operations and financial condition.” Moreover, as our aircraft base increases and our fleet ages, our maintenance costs could potentially increase.

Significant increases in fuel costs could have a material adverse effect on our business, financial condition and results of operations.

Fuel is essential to the operation of our aircraft and to our ability to carry out our transport services. Fuel costs are a key component of our operating expenses. A significant increase in fuel costs may negatively impact our revenue, operating expenses and results of operations, including operating income. However, increased fuel surcharges may affect our revenue and retention if a prolonged period of high fuel costs occurs. In addition, potential increased environmental regulations that might require new fuel sources (e.g., sustainable aviation fuel) could lead to increased costs. To the extent there is a significant increase in fuel costs that affects the amount our customers choose to fly with us, it may have a material adverse effect on our business, financial condition and results of operations.

Additionally, sustainable aviation fuel is not currently readily available at prices that are not prohibitive. In the future, when sustainable aviation fuel is more readily available, it may still cost substantially more than conventional aviation fuel for some time. To the extent that we are required to use sustainable aviation fuel for all or a portion of our flights in order to comply with applicable environmental or other regulations, we may not be able to fully pass along higher costs for such fuel to our customers and such higher costs could have a material adverse effect on our business, financial condition and results of operations. We could also face a similar adverse impact on our business, financial condition and results of operations, in the event that third-party aircraft operators use higher cost sustainable aviation fuel and pass along such higher cost to us.

Our insurance may become too difficult or expensive to obtain. If we are unable to maintain sufficient insurance coverage, it may materially and adversely impact our results of operations and financial position.

Hazards are inherent in the aviation industry and may result in loss of life and property, potentially exposing us to substantial liability claims arising from the operation of aircraft. We carry insurance for aviation hull, aviation liability, premises, general liability, workers compensation, directors and officers, and other insurance customary in the industry in which we operate. Insurance underwriters are required by various federal and state regulations to maintain minimum

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levels of reserves for known and expected claims. However, there can be no assurance that underwriters have established adequate reserves to fund existing and future claims. The number of accidents, as well as the number of insured losses within the aviation and aerospace industries, and the impact of general economic conditions on underwriters may result in increases in premiums above the rate of inflation. To the extent that our existing insurance carriers are unable or unwilling to provide us with sufficient insurance coverage, and if insurance coverage is not available from another source (for example, a government entity), our insurance costs may increase and may result in our being in breach of regulatory requirements or contractual arrangements requiring that specific insurance be maintained, which may have a material adverse effect on our business, financial condition and results of operations.

If our efforts to continue to build our 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.

We must continue to build and maintain strong brand identity for our products and services, which have expanded over time. We believe that strong brand identity will continue to be important in attracting members. If our efforts to promote and maintain our brand are not successful, our operating results and our ability to attract members and other customers may be adversely affected. From time to time, our customers may express dissatisfaction with our products and service offerings, in part due to factors that could be outside of our control, such as the timing and availability of aircraft and service interruptions driven by prevailing political, regulatory or natural conditions. To the extent dissatisfaction with our products and services is widespread or not adequately addressed, our brand may be adversely impacted and our ability to attract and retain members may be adversely affected. With respect to our planned expansion into additional markets, we will also need to establish our brand and to the extent we are not successful, our business in new markets would be adversely impacted.

Decreases in repeat bookings by returning customers could adversely affect our business or financial results.

A significant portion of our current and future revenues is based on repeat bookings by our returning customers. Repeat bookings accounted for approximately 52% of our Flewber Luxe bookings from January 1, 2022 through September 30, 2023. Additionally, during the three months ended September 30, 2023, we experienced a 3% decrease in revenues compared to the three months ended September 30, 2022, and during the nine months ended September 30, 2023, we experienced a 39% decrease in revenues compared to the nine months ended September 30, 2022, primarily as a result of a substantial reduction in repeat bookings. If our current customers do not resume making repeat bookings in current and future periods and we are not able to attract enough new customers to offset any decrease in returning customers, our revenues and financial results will be adversely affected.

Our obligations in connection with our contractual obligations could impair our liquidity and thereby harm our business, results of operations and financial condition.

Although our cash flows from operations and our available capital, including the proceeds from financing transactions, have been sufficient to meet our obligations and commitments to date, our liquidity has been, and may in the future be, negatively affected by the risk factors discussed in this prospectus. If our liquidity is materially diminished, our cash flow available to fund working capital requirements, capital expenditures and business development efforts may be materially and adversely affected.

Our potential for a non-investment grade credit ratings and the availability of our assets as collateral for future loans or other indebtedness, which available collateral would be reduced under other future liquidity-raising transactions, may make it difficult for us to raise additional capital if we are required to meet our liquidity needs on acceptable terms, or at all.

We cannot be assured that our operations will generate sufficient cash flow to make any required payments, or that we will be able to obtain financing to make capital expenditures that we believe are necessary to fulfill our strategic directives. The amount of our fixed obligations could have a material adverse effect on our business, results of operations and financial condition.

Our ability to obtain financing or access capital markets may be limited.

There are a number of factors that may limit our ability to raise financing or access capital markets in the future, including future debt and future contractual obligations, our liquidity and credit status, our operating cash flows, the market conditions in the aviation industry, U.S. and global economic conditions, the general state of the capital markets and the financial position of the major providers of aircraft and other aviation industry financing. We cannot assure

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you that we will be able to source external financing for our capital needs, and if we are unable to source financing on acceptable terms, or unable to source financing at all, our business could be materially adversely affected. To the extent we finance our activities with debt, we may become subject to financial and other covenants that may restrict our ability to pursue our business strategy or otherwise constrain our growth and operations.

Aviation businesses are often affected by factors beyond their control, including air traffic congestion at airports, airport slot restrictions, air traffic control inefficiencies, increased and changing security measures, changing regulatory and governmental requirements, or new or changing travel-related taxes, any of which could have a material adverse effect on our business, results of operations and financial condition.

Like other aviation companies, our business is affected by factors beyond our control, including air traffic congestion at airports, airport slot restrictions, air traffic control inefficiencies, increased and changing security measures, changing regulatory and governmental requirements, new or changing travel-related taxes. Factors that cause flight delays frustrate passengers and increase operating costs and decrease revenue, which in turn could adversely affect profitability. Any general reduction in flight volumes could have a material adverse effect on our business, results of operations and financial condition. In the U.S., the federal government singularly controls all U.S. airspace, and aviation operators are completely dependent on the FAA to operate that airspace in a safe, efficient and affordable manner. The expansion of our business into international markets will result in a greater degree of interaction with the regulatory authorities of the foreign countries in which we may operate. The air traffic control system, which is operated by the FAA, faces challenges in managing the growing demand for U.S. air travel. U.S. and foreign air-traffic controllers often rely on outdated technologies that routinely overwhelm the system and compel aviation operators to fly inefficient, indirect routes resulting in delays and increased operational cost. In addition, there are currently proposals before Congress that could potentially lead to the privatization of the U.S. air traffic control system, which could adversely affect our business. Further, implementation of the Next Generation Air Transport System by the FAA would result in changes to aircraft routings and flight paths that could lead to increased noise complaints and lawsuits, resulting in increased costs. For a further explanation of the risks relating to future government regulations, including FAA regulations, see “We are subject to significant governmental regulation and changes in government regulations imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.”

The UAM market and the market for short-range flights, in general, is still in relatively early stages and there is, therefore, no basis for us to determine the market for the short-range flights we plan to provide on our suitable conventional aircraft to compete against aircraft operators in the UAM market, and, if the market for short-range flights does not develop, grows more slowly than we expect or fails to grow as large as we expect, our business, financial condition and results of operations could be adversely affected.

We believe that being able to provide air travelers with access to short-range flights on our suitable conventional aircraft similar to those provided on electric-powered eVTOLs and other aircraft using sustainable aviation fuel in the UAM market will provide us with an additional source of revenue that could be significant. That said, the UAM market is still relatively new, and it is uncertain to what extent market acceptance will continue to grow, if at all. Currently we do not have any operations similar to those to be provided in the UAM market. Our success will depend to a substantial extent on regulatory approval, as well as the willingness of air travelers to widely-adopt such short-range flights as an alternative to ground transportation. If the public does not perceive such short-range flights as beneficial, or has concerns regarding safety, affordability or for other reasons, then that aspect of the Flewber App may not develop, may develop more slowly than we expect or may not achieve the growth potential we expect, any of which could materially adversely affect our business, financial condition and results of operations.

Currently, there are only a minimal number of electric-powered eVTOLs and other aircraft using sustainable aviation fuel serving the UAM market on a by-the-seat air transportation basis. The number of potential air travelers for our short-range flights cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our current or targeted future markets for such services once we have initiated the Flewber Hops on a commercial basis. It the event that this market does not develop or develops slower than we expect, this could materially adversely affect our business, financial condition and results of operations.

Extreme weather, natural disasters and other adverse events could have a material adverse effect on our business, results of operations and financial condition.

Adverse weather conditions and natural disasters, such as hurricanes, winter snowstorms or earthquakes, can cause flight cancellations or significant delays. Cancellations or delays due to adverse weather conditions or natural disasters, air traffic control problems or inefficiencies, breaches in security or other factors may affect us to a greater degree

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than our competitors who may be able to recover more quickly from these events, and therefore could have a material adverse effect on our business, results of operations and financial condition to a greater degree than other air carriers. Any general reduction in passenger traffic could have a material adverse effect on our business, results of operations and financial condition.

We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.

All climate change-related regulatory activity and developments may adversely affect our business and financial results by requiring us to reduce our emissions, make capital investments to modernize certain aspects of our operations, purchase carbon offsets, or otherwise pay for our emissions. Such activity may also impact us indirectly by increasing our operating costs and adversely affecting our operating income.

The potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events, could affect our operations, infrastructure, and financial results. Operational impacts, such as the delay or cancellation of flights, could result in loss of revenue. In addition, certain of our terminals are in locations susceptible to the impacts of storm-related flooding and sea-level rise, which could result in costs and loss of revenue. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise prepare for, respond to, and mitigate such physical effects of climate change. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.

Our business is primarily focused on certain targeted geographic regions making us vulnerable to risks associated with having geographically concentrated operations.

Our customer base is primarily concentrated in certain geographic regions of the U.S., including the northeast, southeast, southwestern and western regions. As a result, our business, financial condition and results of operations are susceptible to regional economic downturns and other regional factors, including state regulations and budget constraints and severe weather conditions, catastrophic events or other disruptions. As we seek to expand in our existing markets, opportunities for growth within these regions will become more limited and the geographic concentration of our business may increase.

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.

The operation of aircraft is subject to various risks, including catastrophic disasters, crashes, mechanical failures and collisions, which may result in loss of life, personal injury and/or damage to property and equipment. We may experience accidents in the future. These risks could endanger the safety of our customers, our personnel, third-parties, equipment, cargo and other property (both ours and that of third parties), as well as the environment. If any of these events were to occur, we could experience loss of revenue, termination of customer contracts, higher insurance rates, litigation, regulatory investigations and enforcement actions (including potential grounding of our fleet and suspension or revocation of our operating authorities) and damage to our reputation and customer relationships. In addition, to the extent an accident occurs with an aircraft we operate or charter, we could be held liable for resulting damages, which may involve claims from injured passengers and survivors of deceased passengers. There can be no assurance that the amount of our insurance coverage available in the event of such losses would be adequate to cover such losses, or that we would not be forced to bear substantial losses from such events, regardless of our insurance coverage. Moreover, any aircraft accident or incident, even if fully insured, and whether involving us or other private aircraft operators, could create a public perception that we are less safe or reliable than other private aircraft operators, which could cause our customers to lose confidence in us and switch to other private aircraft operators or other means of transportation. In addition, any aircraft accident or incident, whether involving us or other private aircraft operators, could also affect the public’s view of industry safety, which may reduce the amount of trust our customers have in us.

We incur considerable costs to maintain the quality of (i) our safety program, (ii) our training programs and (iii) our fleet of aircraft. We cannot guarantee that these costs will not increase. Likewise, we cannot guarantee that our efforts will provide an adequate level of safety or an acceptable safety record. If we are unable to maintain an acceptable safety record, we may not be able to retain existing customers or attract new customers, which could have a material adverse effect on our business, financial condition and results of operations. Failure to comply with regulatory requirements related to the maintenance of our aircraft and associated operations may result in enforcement actions, including revocation or suspension of our operating authorities in the U.S. and potentially other countries.

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Any damage to our reputation or brand image could adversely affect our business or financial results.

Maintaining a good reputation globally is critical to our business. Our reputation or brand image could be adversely impacted by, among other things, any failure to maintain high ethical, social and environmental sustainability practices for all of our operations and activities, our impact on the environment, public pressure from investors or policy groups to change our policies, such as movements to institute a “living wage,” customer perceptions of our advertising campaigns, sponsorship arrangements or marketing programs, customer perceptions of our use of social media, or customer perceptions of statements made by us, our employees and executives, agents or other third-parties. In addition, we operate in a highly visible industry that has significant exposure to social media. Negative publicity, including as a result of misconduct by our customers, vendors or employees, can spread rapidly through social media. Should we not respond in a timely and appropriate manner to address negative publicity, our brand and reputation may be significantly harmed. Damage to our reputation or brand image or loss of customer confidence in our services could adversely affect our business and financial results as well as require additional resources to rebuild or repair our reputation.

Moreover, the outbreak and spread of COVID-19 have adversely impacted consumer perceptions of the health and safety of travel, and in particular airline travel, and these negative perceptions could continue even after the pandemic subsides. Actual or perceived risk of infection on our flights has had, and may continue to have, a material adverse effect on the public’s perception of us, which has harmed, and may continue to harm, our reputation and business. We have taken various measures to reassure our team members and the traveling public of the safety of air travel. We expect that we will continue to incur COVID-19 related costs as we sanitize aircraft, implement additional hygiene-related protocols and take other actions to limit the threat of infection among our employees and passengers. However, we cannot assure that these or any other actions we might take in response to the COVID-19 pandemic will be sufficient to restore the confidence of consumers in the safety of air travel.

Terrorist activities or warnings have dramatically impacted the aviation industry and will likely continue to do so.

The terrorist attacks of September 11, 2001 and their aftermath have negatively impacted the aviation business in general. If additional terrorist attacks are launched against the aviation industry, there will be lasting consequences of the attacks, which may include loss of life, property damage, increased security and insurance costs, increased concerns about future terrorist attacks, increased government regulation and airport delays due to heightened security. We cannot provide any assurance that these events will not harm the aviation industry generally or our operations or financial condition in particular.

Risks Related to Our Reliance on Third-Party Aircraft Operators

We rely on our third-party aircraft operators to provide and operate aircraft to move our fliers. If such third-party aircraft operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

While our subsidiary, Ponderosa Air, prior to our acquiring it in 2019, provided nominal direct flight services, all of our business currently involves selling flights to our customers through other aircraft operators, which we contract with on an individual flight basis. Therefore, we rely on third-party aircraft operators to own and operate aircraft. Pilots, maintenance, hangar, insurance, and fuel are all costs borne by our network of third-party aircraft operators. Should we experience complications with any of these third-party aircraft operators or their aircraft, we may need to delay or cancel flights. We face the risk that any of our third-party aircraft operators may not fulfill their contracts and deliver their services on a timely basis, or at all. We have experienced, and may in the future experience, operational complications with our third-party aircraft operators. The ability of our third-party aircraft operators to effectively satisfy our requirements could also be impacted by any such third-party aircraft operators financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster, pandemic, such as the COVID-19 outbreak, or other events. The failure of any third-party aircraft operators to perform to our expectations could result in delayed or cancelled flights and harm our business. Our reliance on third-party aircraft operators and our inability to fully control any operational difficulties with our third-party aircraft operators could have a material adverse effect on our business, financial condition, and results of operations.

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We may incur losses on the cancellation or delay of flights and on the booking of flights with third-party aircraft operators where customers cancel bookings and our payment terms provide for greater refunds to customers than we receive from those third-party aircraft operators.

Our third-party aircraft operators generally have the ability to cancel, delay or terminate any flight for any reason without liability or compensation to us. If any of our customers cancels its booking of a flight after we have secured a third-party aircraft operator at any time up to flight departure, we may be responsible for all or a portion of payments due to the third-party aircraft operator based on the third-party operator’s payment terms. Our cancellation terms with third-party aircraft operators may differ from our standard cancellation terms with our customers. If our standard payment terms include cancellation terms requiring us to refund more to the customer than the refund we receive from the third-party aircraft operator, upon that customer’s cancellation of a booking, we would incur a loss on such booking. In the event we experience a high number of these types of cancellations or delays by a third-party aircraft operator and/or cancellations by customers where we are required to refund to them more than the amount of any refunds we receive from the third-party aircraft operators, this could have a material adverse effect on our business, financial condition, and results of operations. See “Business — Booking Terms; Cancellations — Refund Policy.”

If we experience growth in demand for our services, our third-party aircraft operators may not be able to match our growth in demand, we may be unable to add additional third-party aircraft operators to our platform to meet future growth in demand or third-party aircraft operators do not perform adequately or terminate their relationships with us, our costs may increase and our business, financial condition, and results of operations could be adversely affected.

We operate a significant portion of the flights for our customers through the utilization of a finite number of certificated third-party aircraft operators. In the event potential competitors establish cooperative or strategic relationships with third-party aircraft operators in the markets we serve, offer to pay third-party aircraft operators more attractive rates or guarantee a higher volume of flights than we offer, we may not have access to the necessary number of aircraft to achieve our planned growth. Although we do not have any commitments, in writing or otherwise, with our third-party aircraft operators providing us with any assurances that we will have sufficient access to the aircraft we need to source flights for our customers, through our normal course of bookings with these third-party aircraft operators, we believe that they have been able to anticipate our needs for access to aircraft resulting in our being able to secure bookings, as needed. To date, we have not taken any actions to secure exclusive agreements with any third-party aircraft operators nor have we actively pursued any other means of mitigating the risks of being unable to secure our requirements from third-party aircraft operators. And while this has generally supported our growth in the past, there is no guarantee we will be able to continue securing these bookings on an as-needed basis or doing so without incurring substantial additional costs. Increased use of private aircraft since the outbreak of the COVID-19 pandemic has added competitive pressure for access to aircraft, which may make it more difficult or costly for third-party aircraft operators to expand to meet our needs. If our third-party aircraft operators are unable or unwilling to add aircraft, or are only able to do so at significantly increased expense, or otherwise do not have capacity or desire to support our growth, or we are unable to add new operators on reasonable terms, or at all, our business and results of operations could be adversely affected. As the use of private aircraft continues to grow, we expect competition for third-party aircraft operators to increase. Further, we expect that as competition grows, the use of exclusive contractual arrangements with third-party aircraft operators, sometimes requiring volume guarantees, may increase, as may the cost of securing their services. If we are unable to secure our requirements from third-party aircraft operators or unable to satisfy such needs through the booking of flights on our own aircraft, this could have a material adverse effect on our business, financial condition, and results of operations.

We face the risk that any of our third-party aircraft operators may not fulfill their contracts and deliver their services on a timely basis, or at all. The ability of our third-party aircraft operators to effectively satisfy our requirements could also be impacted by any such third-party aircraft operators’ financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster, pandemic, such as the current COVID-19 pandemic, or other events. In addition, due to aircraft supply constraints across the industry, we may be required to pay more for capacity with our third-party aircraft operators to service customer or member flights. The failure of any third-party aircraft operators to perform to our expectations could result in delayed or cancelled flights or service credits, and harm the applicable portion of our business. Our reliance on third-party aircraft operators and our inability to fully control any operational difficulties or increased costs with our third-party aircraft operators could have a material adverse effect on the portion of our business where we use third-party aircraft operators, financial condition and results of operations.

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In addition, due to our reliance on third parties to supplement our capabilities, we are subject to the risk of disruptions to their operations, which has in the past and may in the future result from many of the same risk factors disclosed in this “Risk Factors” section, such as the impact of adverse economic conditions and the inability of third parties to hire or retain skilled personnel, including pilots and mechanics. Several of these third-party aircraft operators provide significant capacity that we would be unable to replace in a short period of time should that operator fail to perform its obligations to us. Disruptions to capital markets, shortages of skilled personnel and adverse economic conditions in general, such as conditions resulting from the COVID-19 pandemic, have subjected certain of these third-party aircraft operators to significant financial and operational pressures, which have in the past and could result in future temporary or permanent cessation of their operations.

Union strikes or staff shortages among airport workers or certain pilots of third-party aircraft operators may result in disruptions of our operations and thus could have a material adverse effect on some of our business, financial condition and results of operations. Any significant disruption to our operations as a result of problems with any of our third-party aircraft operators would have an adverse effect on our business, results of operations and financial condition.

In addition, we have entered into agreements with contractors to provide various facilities and services required for our operations. Because we rely on others to provide such services, our ability to control the efficiency and timeliness of such services is limited. Similar agreements may be entered into in any new markets we decide to serve. We are also at risk should one of these service providers cease operations, and there is no guarantee that we could replace these providers on a timely basis with comparably priced providers, or at all. Any material problems with the efficiency and timeliness of contract services, resulting from financial hardships or otherwise, could have a material adverse effect on our business, results of operations and financial condition.

In addition, in the event potential competitors establish cooperative or strategic relationships with third-party aircraft operators in the markets we serve, offer to pay third-party aircraft operators more attractive rates or guarantee a higher volume of flights than we have historically offered, we may not have access to the necessary number of aircraft to achieve our planned growth. If our third-party aircraft operators are unable or unwilling to support our growth, or we are unable to add new operators, some of our business and results of operations could be adversely affected. As the private aviation market grows, we expect competition for third-party aircraft operators to increase. Further, we expect that as competition in the private aviation market grows, the use of exclusive contractual arrangements with third-party aircraft operators, sometimes requiring volume guarantees and prepayments or deposits, may increase. This may require us to purchase or lease additional aircraft that may not be available or require us to incur significant capital or operating expenditures.

We may be negatively impacted by increases in third-party aircraft operator costs.

Recently there has been a trend of higher third-party aircraft operator costs. Since we currently rely on third-party aircraft operators to generate a substantial portion of our revenues, we have been and may continue to be negatively impacted by significant increases in third-party aircraft operator costs. During the year ended December 31, 2022, and the nine months ended September 30, 2023, we were negatively impacted by increases in third-party aircraft costs, which we were unable to pass along to our customers, and which led to a decrease in our margins during those periods when contrasted to the comparative periods of December 31, 2021 and September 30, 2022. To the extent that we continue to be unable to pass along these increase costs to our customers, this could impact our short-term and long term margins and profitability and could have a material adverse effect on our business, results of operations and financial condition.

We could suffer losses and adverse publicity stemming from any accident involving our aircraft models operated by third parties.

Certain aircraft models that we operate have experienced accidents while operated by third parties. If other operators experience accidents with aircraft models that we operate, obligating us to take such aircraft out of service until the cause of the accident is determined and rectified, we might lose revenue and might lose customers. It is also possible that the FAA or other regulatory bodies in another country could ground the aircraft and restrict it from flying. In addition, safety issues experienced by a particular model of aircraft could result in customers refusing to use that particular aircraft model or a regulatory body grounding that particular aircraft model. The value of the aircraft model might also be permanently reduced in the secondary market if the model were to be considered less desirable for future service. Such accidents or safety issues related to aircraft models that we operate could have a material adverse effect on our business, financial condition and results of operations.

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Our agreements with third-party aircraft operators may contain obligations for us to indemnify such third-party aircraft operators from and against claims and damages arising out of our agreements with them in connection with the operating of flights and any indemnification obligations of our customers to us may not sufficiently reimburse us with respect to our indemnification obligations.

Many of the agreements we have with third-party aircraft operators include indemnification obligations of us to those third-party aircraft operators similar to the following:

“The Charterer shall indemnify, keep indemnified and hold harmless the Carrier, its employees, agents, directors, officers, subcontractors and representatives for and against any and all liabilities, costs, losses, damages, claims, demands, suits and judgments and expenses whatsoever and howsoever arising wholly or partly out of or in connection with this Agreement and/or the operations of the aircraft under this Agreement, save to the extent directly attributable to the gross negligence or willful misconduct of the Carrier, its employees, directors, subtractors or representatives.”

Our agreements with our customers include the following indemnification of our customers to us:

“Client agrees to indemnify, hold harmless and defend Flewber Inc., together with, but not limited to, its affiliates, subsidiaries, parent corporations, successors or assigns, and any present or former officers, directors, shareholders, employees, agents, legal representatives or attorneys (the “indemnified parties”) from and against any and all actions, causes, claims, damages, losses, penalties, demands, obligations or liabilities, expenses or disbursements (including, without limitation, reasonable costs and attorney’s fees), asserted by any third party, arising out of or relating to this Agreement.”

Notwithstanding the fact that we require our customers to indemnify us for many of the claims and damages for which we are, in turn, required to indemnify third-party aircraft operators, there is no assurance that we will be able to collect from a customer in the event of any indemnification claim or that such customer will acknowledge its responsibility for any such claim or damages. If we are unable to collect a significant portion of any amounts owed to third-party aircraft operators from our customers, we may be required to initiate litigation against such customers, which could require our payment of legal and other fees and there is no assurance that we would be successful in connection with any such litigation. In any event, if we are unable to collect a significant amount of any indemnification claims against customers in order to satisfy the amounts we owe to third-party aircraft operators, this could have a material adverse impact on our business, financial condition and results of operations.

We may not have sufficient insurance coverage for damages relating to flights provided by third-party aircraft operators.

Incidents related to aircraft operation with respect to the portion of our business where we use third-party aircraft operators are normally covered by our third-party aircraft operators’ insurance. Our third-party aircraft operators are required to maintain insurance covering liability arising from the operation of their aircraft. However, there can be no assurance that the aircraft operator will have sufficient assets or insurance coverage to fulfill its obligations. Additionally, to the extent our third-party aircraft operators maintain insurance covering liability arising from the operation of their aircraft, we generally request to be named as an additional insured under the policy, although such request may not be honored all the time or at all. If we are not covered as an additional insured under the policy of any third-party aircraft operator and our insurance does not cover any applicable claims or damages relating to flights provided by such third-party aircraft, we may not be sufficiently insured. Any such failure to be sufficiently insured could have a material adverse impact on our business, financial condition and results of operations.

Risks Related to Our Intellectual Property and Technology

If we are unable to adequately protect our intellectual property interests or are found to be infringing on intellectual property interests of others, we may incur significant expense and our business may be adversely affected.

Our intellectual property includes our trademarks, domain names, website, mobile and web applications, software (including our algorithms and data analytics engines), copyrights, trade secrets and inventions (whether or not patentable). We believe that our intellectual property plays an important role in protecting our brand and the competitiveness of our business. If we do not adequately protect our intellectual property, our brand and reputation may be adversely affected and our ability to compete effectively may be impaired.

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We protect our intellectual property through a combination of trademark, copyright, and trade secret laws, contracts and policies. Our efforts may not be sufficient or effective. For example, we do not have any issued patents and have not registered any of our copyrights. Moreover, we have registered domain names that we currently use in certain countries, but we may not be able to register them in other territories in which we may operate now or in the future. Further, we may be unable to prevent competitors from acquiring trademarks or domain names that are similar to or diminish the value of our intellectual property. In addition, it may be possible for other parties to copy or reverse engineer our applications or other technology offerings. Moreover, our algorithms, data analytics engines, or other software or trade secrets may be compromised by third-parties or our employees, which could cause us to lose any competitive advantage we may have from them.

In addition, our business is subject to the risk of third parties infringing our intellectual property. We may not always be successful in securing protection for, or identifying or stopping infringements of, our intellectual property and we may need to resort to litigation in the future to enforce our rights in this regard. Any such litigation could result in significant costs and a diversion of resources. Further, such enforcement efforts may result in a ruling that our intellectual property rights are unenforceable.

Moreover, companies in the aviation and technology industries are frequently subject to litigation based on allegations of intellectual property infringement, misappropriation or other violations. As we expand and raise our profile, the likelihood of intellectual property claims being asserted against us grows. Further, we may acquire or introduce new technology offerings, which may increase our exposure to patent and other intellectual property claims. Any intellectual property claims asserted against us, whether or not having any merit, could be time-consuming and expensive to settle or litigate. If we are unsuccessful in defending such a claim, we may be required to pay substantial damages or could be subject to an injunction or agree to a settlement that may prevent us from using our intellectual property or making our offerings available to customers. Some intellectual property claims may require us to seek a license to continue our operations, and those licenses may not be available on commercially reasonable terms or may significantly increase our operating expenses. If we are unable to procure a license, we may be required to develop non-infringing technological alternatives, which could require significant time and expense. Any of these events could adversely affect our business, financial condition and results of operations.

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.

In order to operate our business, achieve our goals and remain competitive, we continuously seek to identify and devise, invest in, implement and pursue technology, business and other important initiatives, such as those relating to aircraft fleet structuring, business processes, information technology, initiatives seeking to ensure high quality service experience and others.

Our business and the aircraft we operate are characterized by changing technology, introductions and enhancements of models of aircraft and services and shifting customer demands, including technology preferences. Our future growth and financial performance will depend in part upon our ability to develop, market and integrate new services and to accommodate the latest technological advances and customer preferences. In addition, the introduction of new technologies or services that compete with our product and services could result in our revenue decreasing over time. If we are unable to upgrade our operations or fleet with the latest technological advances in a timely manner, or at all, our business, financial condition and results of operations could suffer.

A failure in our technology or breaches of the security of our information technology infrastructure may adversely affect our business and financial condition and disrupt our customers’ businesses.

The performance and reliability of the technology that we and our third-party aircraft operators use is critical to our ability to compete effectively. A significant internal technological error or failure or large-scale external interruption in the technological infrastructures on which we and our third-party aircraft operators depend, such as power, telecommunications or the Internet, may disrupt our internal network. Any substantial, sustained or repeated failure of the technology that we or our third-party aircraft operators use could impact our ability to conduct our business, lower the utilization of our aircraft, and result in increased costs. Our and our third-party aircraft operators’ technological systems and related data may be vulnerable to a variety of sources of interruption due to events beyond our control, including natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers and other security issues.

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In addition, as a part of our ordinary business operations, we collect and store sensitive data, including personally identifiable information of our employees and customers. Our information systems are subject to an increasing threat of continually evolving cybersecurity risks.

Methods used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly evolving, and may be difficult to anticipate or to detect for long periods of time. We may not be able to prevent data security breaches or unauthorized uses of data. A compromise of the technology systems we use resulting in the loss, disclosure, misappropriation of, or access to, employees’ or business partners’ information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personally identifiable information, disruption to our operations and damage to our reputation, any, or all of which could adversely affect our business and financial condition.

We rely on third-party Internet, mobile, and other products and services to deliver our mobile and web applications and flight management system offerings, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations and customers.

Our platform’s continuing and uninterrupted performance is critical to our success. That platform is dependent on the performance and reliability of Internet, mobile and other infrastructure services that are not under our control. For example, we currently host our platform, including our mobile and web-based applications, and support our operations using a third-party provider of cloud infrastructure services. While we have engaged reputable vendors to provide these products or services, we do not have control over the operations of the facilities or systems used by our third-party providers. These facilities and systems may be vulnerable to damage or interruption from natural disasters, cybersecurity attacks, human error, terrorist attacks, power outages, pandemics and similar events or acts of misconduct. In addition, any changes in one of our third-party service provider’s service levels may adversely affect our ability to meet the requirements of our customers or needs of our employees. While we believe we have implemented reasonable backup and disaster recovery plans, we have experienced, and expect that in the future we will experience, interruptions, delays and outages in service and availability from time to time due to a variety of factors, including infrastructure changes, human or software errors, website hosting disruptions, capacity constraints or external factors beyond our control. Sustained or repeated system failures would reduce the attractiveness of our offerings and could disrupt our customers’, suppliers’, third-party vendors’ and aircraft providers’ businesses. It may become increasingly difficult to maintain and improve our performance, especially during peak usage times, as we expand our products and service offerings. Any negative publicity or user dissatisfaction arising from these disruptions could harm our reputation and brand, may adversely affect the usage of our offerings, and could harm our business, financial condition and results of operation.

We rely on third parties maintaining open marketplaces to distribute our mobile and web applications and to provide the software we use in certain of our products and offerings, including the provision of our flight management system. If such third parties interfere with the distribution of our products or offerings, with our use of such software, or with the interoperability of our platform with such software, our business would be adversely affected.

Our platform’s mobile applications rely on third parties maintaining open marketplaces, including the Apple App Store and Google Play, which make applications available for download. We cannot be assured that the marketplaces through which we distribute our applications will maintain their current structures or that such marketplaces will not charge us fees to list our applications for download.

Because our software could be used to collect and store personal information, privacy concerns in the territories in which we operate could result in additional costs and liabilities to us or inhibit sales of our software.

The regulatory framework for privacy issues worldwide is rapidly evolving and is likely to remain uncertain for the foreseeable future. Many government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use, storage and disclosure of personal information and breach notification procedures. We are also required to comply with laws, rules and regulations relating to data security. Interpretation of these laws, rules and regulations and their application to our software and professional services in applicable jurisdictions is ongoing and cannot be fully determined at this time.

In the U.S., these include rules and regulations promulgated under the authority of the Federal Trade Commission, the Electronic Communications Privacy Act, the Computer Fraud and Abuse Act, the California Consumer Privacy Act (the “CCPA”) and other state and federal laws relating to privacy and data security. By way of example, the CCPA

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requires covered businesses to provide new disclosures to California residents, provide them new ways to opt-out of certain disclosures of personal information, and allows for a new cause of action for data breaches. It includes a framework that includes potential statutory damages and private rights of action. There is some uncertainty as to how the CCPA, and similar privacy laws emerging in other states, could impact our business as it depends on how such laws will be interpreted. As we expand our operations, compliance with privacy laws may increase our operating costs.

Legal and Regulatory Risks Related to Our Business

We are subject to significant governmental regulation and changes in government regulations imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.

All interstate air carriers, including us, are subject to regulation by the U.S. Department of Transportation (the “DOT”), the FAA and other governmental agencies, including the U.S. Department of Homeland Security, the TSA, the U.S. Customs and Border Protection and others. The laws enforced by these and other agencies impose substantial costs on us, may reduce air travel demand, and also may restrict the manner in which we conduct our business now or in the future, resulting in a material adverse effect on our operations. We also incur substantial costs in maintaining our current certifications and otherwise complying with the laws to which we are subject. An adverse decision by a federal agency may have a material adverse effect on our operations, such as an FAA decision to ground, or require time consuming inspections of, or maintenance on, all or any of our aircraft. Our business may also be affected if government agencies shut down for any reason or if there is significant automation or another operational disruption, such as those attributed to air traffic control or weather.

On August 24, 2023, the FAA issued a notice of intent (the “FAA NOI”) targeting certain air charter operators that are relying upon exceptions to safety regulations available to on-demand charter operators. The FAA is attempting to close what it sees as a “loophole” that is being relied on by air charter operators providing scheduled flights and not on-demand services to customers. We are an on-demand operator, since our customers book flights on-demand by choosing the date, time and location of departure and destination of desired flights. We do not currently provide, nor do we presently have any intention, in the future, to provide any scheduled flight services and, therefore, the FAA NOI is not applicable to our private air flight services.

In addition, as described under the caption entitled “— Anti-takeover provisions contained in our third amended and restated certificate of incorporation and our amended and restated bylaws, both of which will become effective on the effective date of the registration statement of which this prospectus forms a part, as well as provisions of Delaware law, could impair a takeover attempt,” we are also subject to restrictions imposed by federal law on foreign ownership of U.S. airlines and oversight by the DOT in maintaining our status as a U.S. Citizen (as such term is set forth in Title 49, U.S. Code, Section 40102 and administrative interpretations thereof issued by the DOT or its predecessor or successors, or as the same may be from time to time amended). A failure to comply with or changes to these restrictions may materially adversely affect our business.

Revocation of permits, approvals, authorizations and licenses will adversely affect our business, results of operations and financial condition.

Our business requires a variety of federal, state and local permits, approvals, authorizations and licenses. Our business depends on the maintenance of such permits, approvals, authorizations and licenses. Our business is subject to regulations and requirements and may be adversely affected if we are unable to comply with existing regulations or requirements or if changes in applicable regulations or requirements occur.

We are subject to various environmental and noise laws and regulations, which could have a material adverse effect on our business, results of operations and financial condition.

We are subject to increasingly stringent federal, state, local and foreign laws, regulations and ordinances relating to the protection of the environment and noise, including those relating to emissions to the air, discharges (including storm water and de-icing fluid discharges) to surface and subsurface waters, safe drinking water and the use, management, disposal and release of, and exposure to, hazardous substances, oils and waste materials. We are or may be subject to new or proposed laws and regulations that may have a direct effect (or indirect effect through our third-party specialists or airport facilities at which we operate) on our operations. Any such existing, future, new or potential laws and regulations could have an adverse impact on our business, results of operations and financial condition.

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Similarly, we are subject to environmental laws and regulations that require us to investigate and remediate soil or groundwater to meet certain remediation standards. Under certain laws, generators of waste materials, and current and former owners or operators of facilities, can be subject to liability for investigation and remediation costs at locations that have been identified as requiring response actions. Liability under these laws may be strict, joint and several, meaning that we could be liable for the costs of cleaning up environmental contamination regardless of fault or the amount of wastes directly attributable to us.

In December of 2022, France became the first European nation to institute a ban on domestic commercial flights and as such eliminated 12% of its domestic commercial flight capacity. Austria has also begun enacting similar policies. Other European lawmakers like Spain, Germany, and nations throughout Scandinavia are also considering similar legislation banning short-haul commercial flights. Additionally, the European Union is also considering assessing a tax, yet undetermined, on both commercial and private short-haul flights, with certain exemptions for carriers who operate aircraft using sustainable aviation fuel. These bans and potential tax assessments are being considered in order to address the environmental damage caused by such flights and are focused on meeting the net zero emission policies to reduce greenhouse emissions affecting climate change. Although we do not currently have plans to expand our business globally, in the near future, we are likely to incur additional expenses to assure that our aircraft comply with sustainable aviation fuel requirements of the European Union, when we enter into such markets, and when, and if, such sustainable aviation fuel requirements are imposed and could be subject to additional expenses if similar laws are instituted in the United States and other countries, in addition to those in the European Union. In addition, to the extent that the third-party aircraft carriers incur these additional expenses or provide flights on aircraft which are not fully compliant with any applicable sustainable aviation fuel requirements, the costs of flights booked with those third-party operators would likely be increased and we would need to pass those additional costs on to our customers. While we would attempt to pass these additional environmental regulatory costs on to our customers, there is no assurance that they will accept all of these additional costs, which could have a material adverse impact on our financial condition and results of operations.

Environmental regulation and liabilities, including new or developing laws and regulations, or our initiatives in response to pressure from our stakeholders may increase our costs of operations and adversely affect us.

In recent years, governments, customers, suppliers, employees and other of our stakeholders have increasingly focused on climate change, carbon emissions, and energy use. Laws and regulations that curb the use of conventional energy or require the use of renewable fuels or renewable sources of energy, such as wind or solar power, could result in a reduction in demand for hydrocarbon-based fuels such as oil and natural gas. In addition, governments could pass laws, regulations or taxes that increase the cost of such fuels, thereby decreasing demand for our services and also increasing the costs of our operations by our third-party aircraft operators. Other laws, or pressure from our stakeholders, may adversely affect our business and financial results by requiring, or otherwise causing, us to reduce our emissions, make capital investments to modernize certain aspects of our operations and/or purchase carbon offsets or otherwise pay for our emissions. Such activity may also impact us indirectly by increasing our operating costs. More stringent environmental laws, regulations or enforcement policies, as well as motivation to maintain our reputation with our key stakeholders, could have a material adverse effect on our business, financial condition and the results of operations.

The issuance of operating restrictions applicable to one of the fleet types we operate could have a material adverse effect on our business, results of operations and financial condition.

Our owned and contracted fleet is currently a single Cessna 421CE twin engine aircraft and our recently purchased Cirrus Jet. The issuance of FAA or manufacturer directives restricting or prohibiting the use of any one or more of the aircraft types we operate could have a material adverse effect on our business, results of operations and financial condition.

We may become involved in litigation that may materially adversely affect us.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including employment, commercial, product liability, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and enforcement proceedings. Such matters can be time-consuming, divert management attention and resources, cause us to incur significant expenses or liability and/or require us to change our business practices. Because of the potential risks, expenses and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, the results of any of these actions may have a material adverse effect on our business, results of operations and financial condition.

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Risks Related to Our Securities and This Offering

There is no existing market for our shares of common stock and we do not know if one will develop to provide you with adequate liquidity. Even if a market does develop following this offering, the prices in the market may not exceed the offering price of the Shares.

Prior to this offering, there has not been a public market for our shares of common stock. We cannot assure you that an active trading market for our common stock will develop following this offering, or if it does develop, it may not be maintained. You may not be able to sell your shares of common stock quickly or at the market price if trading in our common stock is not active. The initial public offering price of the Shares will be determined by negotiations between us and the underwriters and may not be indicative of the prices for shares of our common stock that will prevail in the trading market following the completion of this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price you are paying in this offering.

The market prices of the shares of common stock may be volatile, and you could lose all or part of your investment.

Prior to this offering, there has been no public market for our shares of common stock. The initial public offering price of the Shares will be determined through negotiation between us and the underwriters. This price does not necessarily reflect the price at which investors in the market will be willing to buy and sell shares of our common stock following this offering. In addition, the trading prices of our common stock are likely to be volatile. This volatility may prevent you from being able to sell your shares of common stock at or above the price you paid in this offering. The market price of our shares of common stock could be subject to wide fluctuations in response to a variety of factors, which include:

• price and volume fluctuations in the overall stock market from time to time;

• volatility in the trading prices and trading volumes of transportation stocks;

• changes in operating performance and stock market valuations of other transportation companies generally, or those in our industry in particular;

• sales of our securities by us or our stockholders;

• failure of securities analysts to maintain coverage of us, changes in financial estimates by securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

• the financial projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

• announcements by us or our competitors of new products, features, or services;

• the public’s reaction to our press releases, other public announcements and filings with the SEC;

• rumors and market speculation involving us or other companies in our industry;

• actual or anticipated changes in our results of operations or fluctuations in our results of operations;

• actual or anticipated developments in our business, our competitors’ businesses or the competitive landscape generally;

• litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

• developments or disputes concerning our intellectual property or other proprietary rights;

• announced or completed acquisitions of businesses, products, services or technologies by us or our competitors;

• new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

• changes in accounting standards, policies, guidelines, interpretations or principles;

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• any significant change in our management; and

• general economic conditions and slow or negative growth of our markets.

In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of listed companies. Broad market and industry factors may significantly affect the market price of our securities, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our common stock shortly following this offering. If the market price of shares of our common stock after this offering does not ever exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.

In addition, in the past, following periods of volatility in the overall market and in the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our common stock.

In addition to the risks addressed above in “— The market prices of the shares of common stock may be volatile, and you could lose all or part of your investment,” our common stock may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Although the specific cause of such volatility is unclear, our anticipated public float may amplify the impact the actions taken by a few stockholders have on the price of our common stock, which may cause the price of our common stock to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our common stock experience run-ups and declines that are seemingly unrelated to our actual or expected operating performance and financial condition or prospects, prospective investors may have difficulty assessing the rapidly changing value of our common stock. In addition, investors of shares of our common stock may experience losses, which may be material, if the price of our common stock declines after this offering or if such investors purchase shares of our common prior to any price decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may never obtain research coverage by securities and industry analysts. If no securities or industry analysts commence coverage of our company, the trading price for our common stock would be negatively impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our securities or publishes inaccurate or unfavorable research about our business, the price of our stock would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause the price of our common stock, as well as trading volume to decline.

Future sales of our common stock or securities convertible into our common stock may depress our stock price.

Sales of a substantial number of shares of our common stock or securities convertible into our common stock including, without limitation, the shares of common stock issuable upon the conversion of the Bridge Notes, in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. After this offering, we will have 11,583,236 outstanding shares of common stock, based on the number of shares outstanding as of February 7, 2024 and an assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus, that may be sold after the expiration of lock-up agreements entered into by the holders of shares of our common stock or securities convertible into or exercisable

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or exchangeable for shares of our common stock outstanding immediately prior to the closing of this offering, as more fully described in the section entitled “Shares Eligible for Future Sale.” Moreover, we also intend to register all shares of common stock that we may issue after this offering under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described above and in the section entitled “Shares Eligible for Future Sale.” If a large number of shares of our common stock or securities convertible into our common stock are sold in the public market after they become eligible for sale, the sales could reduce the trading price of our common stock and impede our ability to raise future capital.

If we cannot satisfy the initial listing requirements, or continue to satisfy the continued listing requirements and other rules of the NYSE American, our shares of common stock may not be listed or may be delisted, which could negatively impact the price of our common stock and your ability to sell them.

We have reserved the symbol “FLAI” with the NYSE American and intend to apply to list our common stock for trading on the NYSE American under that symbol. We cannot guarantee that our shares of common stock will be approved for listing on the NYSE American; however, we will not complete this offering unless our shares of common stock are so listed. Even if our shares of common stock are listed on the NYSE American, we cannot assure you that our common stock will continue to be listed on the NYSE American.

In addition, following this offering, in order to maintain our listing on NYSE American, we will be required to comply with certain rules of the NYSE American, including those regarding minimum stockholders’ equity, minimum market value of publicly held shares, and various additional requirements. Even if we initially meet the listing requirements and other applicable rules of the NYSE American, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy NYSE American criteria for maintaining our listing, our securities could be subject to delisting.

If NYSE American does not list our common stock, or subsequently delists our common stock from trading, we could face significant consequences, including:

• a limited availability for market quotations for our common stock;

• reduced liquidity with respect to our common stock;

• a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock;

• limited amount of news and analyst coverage; and

• a decreased ability to issue additional shares of common stock or obtain additional financing in the future.

If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on NYSE American and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore shareholders may have difficulty selling their shares.

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Our directors, executive officers and principal stockholders will continue to have substantial control over us after this offering and could delay or prevent a change of corporate control.

Upon completion of this offering, our directors, executive officers and holders of more than 5% of our common stock, together with their affiliates, will beneficially own, in the aggregate, 51.40% of our outstanding common stock. As a result, these stockholders, acting together, would have the ability to control the outcome of matters submitted to our stockholders for approval, including the election of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting together, would have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership could harm the market price of our common stock by:

• delaying, deferring or preventing a change of control of us;

• impeding a merger, consolidation, takeover or other business combination involving us; or

• discouraging a potential acquiror from making a tender offer or otherwise attempting to obtain control of us.

See “Principal Stockholders” below for more information regarding the ownership of our outstanding stock by our executive officers, directors and holders of more than 5% of our common stock, together with their affiliates.

Anti-takeover provisions contained in our third amended and restated certificate of incorporation and our amended and restated bylaws, both of which will become effective on the effective date of the registration statement of which this prospectus forms a part, as well as provisions of Delaware law, could impair a takeover attempt.

Our third amended and restated certificate of incorporation and amended and restated bylaws will contain, and Delaware law contains provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents will include provisions:

• authorizing “blank check” preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting, liquidation, dividend, and other rights superior to our common stock;

• limiting the liability of, and providing indemnification to, our directors and officers;

• limiting the ability of our stockholders to call and bring business before special meetings;

• requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

• controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; and

• providing our board of directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation Law (“DGCL”), which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of our outstanding common stock.

Any provision of our third amended and restated certificate of incorporation, amended and restated bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

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Because management has broad discretion as to the use of the net proceeds from this offering, you may not agree with how we use them, and such proceeds may not be applied successfully.

Our management will have considerable discretion over the use of proceeds from this offering. We currently intend to use the net proceeds from this offering to acquire additional aircraft, hire additional staff and third-party consultants, for additional marketing expenses and for working capital and other general corporate purposes. However, our management will have broad discretion in the application of the net proceeds from this offering and could spend the proceeds in ways that do not necessarily improve our operating results or enhance the value of our common stock, or that you otherwise do not agree with. You will be relying on the judgment of our management concerning these uses and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The failure of our management to apply these funds effectively could, among other things, result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our common stock to decline.

If you purchase our securities sold in this offering, you will incur immediate and substantial dilution in the book value of your Shares.

If you purchase Shares in this offering, you will experience substantial and immediate dilution in the pro forma net tangible book value per Share after giving effect to this offering of $3.85 per share based on an assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover of this prospectus, because the price that you pay will be substantially greater than the pro forma net tangible book value per Share that you acquire. You will experience additional dilution upon exercise of the outstanding stock options and warrants (including any warrants that will be issued in connection with this offering) and other equity awards that may be granted under our equity incentive plans, and when we otherwise issue additional shares of our common stock. For more information, see “Dilution.”

We have never paid dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. In addition, the terms of our loan and security agreement currently restrict our ability to pay dividends. Consequently, stockholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

Our third amended and restated certificate of incorporation, which will become effective on the effective date of the registration statement of which this prospectus forms a part, will designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our third amended and restated certificate of incorporation, which will become effective on the effective date of the registration statement of which this prospectus forms a part, will require that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for each of the following:

• any derivative action or proceeding brought on our behalf;

• any action asserting a claim for breach of any fiduciary duty owed by any director, officer or other employee of ours to the Company or our stockholders;

• any action asserting a claim against us or any director, officer or employee of ours arising pursuant to any provision of the DGCL, our certificate of incorporation or bylaws; or

• any action asserting a claim governed by the internal affairs doctrine;

provided, that, if any action is brought in a court outside of Delaware, the stockholder bringing the action will be deemed to have consented to service of process on such stockholder’s counsel except any action (a) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the

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jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (b) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or (c) for which the Court of Chancery does not have subject matter jurisdiction.

The exclusive forum provision is limited to the extent permitted by law, and it will not apply to claims brought to enforce any liability or duty arising under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other federal securities laws which provide for exclusive federal jurisdiction. Additionally, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, or the rules and regulations promulgated thereunder.

Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our third amended and restated certificate of incorporation will provide that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring such a claim arising under the Securities Act against us, our directors, officers, or other employees in a venue other than in the federal district courts of the United States of America. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our third amended and restated certificate of incorporation.

Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, this provision may limit or discourage a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees, and may result in increased costs for investors to bring a claim. Alternatively, if a court were to find the choice of forum provision contained in our third amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.

We note that there is uncertainty as to whether a court would enforce the provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Although we believe this provision will benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers.

Our third amended and restated certificate of incorporation, which will become effective on the effective date of the registration statement of which this prospectus forms a part, contains provisions whereby we renounced any interest in any corporate opportunity offered to any director or officer, or any of their respective affiliates, subject to certain exceptions.

Our third amended and restated certificate of incorporation, which will become effective on the effective date of the registration statement of which this prospectus forms a part, provides that to the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, does not apply with respect to us or any of our officers or directors, or any of their respective affiliates, and that we renounce any expectancy that any of our directors or officers will offer any such corporate opportunity of which he or she may become aware to us, except that the doctrine of corporate opportunity shall apply with respect to any of our directors or officers only with respect to a corporate opportunity (i) that was offered to such person solely in his or her capacity as our director or officer, (ii) that is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and (iii) to the extent the director or officer is permitted to refer such opportunity to us without violating any legal obligation.

Additionally, each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director may be required to present a business opportunity to such entity, subject to his or her fiduciary duties under applicable law. Accordingly, there may arise conflicts of interest in whether to present a potential business combination opportunity to us.

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These conflicts may not be resolved in our favor. Our renouncement of corporate opportunities may have a material adverse effect on our results of operations moving forward and/or create conflicts of interest or perceived conflicts of interest which may have a material adverse effect on the value of our securities.

Our third amended and restated certificate of incorporation and amended and restated bylaws, both of which will become effective on the effective date of the registration statement of which this prospectus forms a part, will include provisions limiting voting by non-U.S. citizens.

To comply with restrictions imposed by federal law on foreign ownership of U.S. airlines, our third amended and restated certificate of incorporation and our amended and restated bylaws, both of which will become effective on the effective date of the registration statement of which this prospectus forms a part, will restrict voting of shares of our capital stock by non-U.S. Citizens. The restrictions imposed by federal law currently require that no more than 25% of our stock be voted, directly or indirectly, by persons who are not U.S. Citizens, and that our chief executive officer, president, at least two-thirds of our officers and at least two-thirds of the members of our Board be U.S. Citizens. Our Bylaws provide that if the number of shares of our capital stock owned or controlled by non-U.S. Citizens exceeds 25% of the voting power of our capital stock (the “Ownership Threshold”), the voting rights of the capital stock owned or controlled by non-U.S. Citizens and not registered on a separate stock record (the “Foreign Stock Record”) at the time of any vote or action will be suspended. The suspension of voting power will be terminated upon the earlier of (i) the shares are transferred to a U.S. Citizen and (ii) the registration of the shares on the Foreign Stock Record.

The Foreign Stock Record is maintained by our transfer agent. It is the duty of each stockholder that is not a U.S. Citizen to register his, her or its shares of capital stock as a non-U.S. Citizen. We and our transfer agent will not permit the number of shares entered on the Foreign Stock Record to exceed the Ownership Threshold. If the number of shares on the Foreign Stock Record exceeds the Ownership Threshold, each stockholder with capital stock registered on the Foreign Stock Record will have their voting rights suspended on a pro rata basis such that the voting rights afforded to the stock registered on the Foreign Stock Record is equal to the Ownership Threshold. The voting rights will be reinstated once the voting rights of the capital stock registered on the Foreign Stock Record does not exceed the Ownership Threshold, not taking into consideration the pro rata reduction.

General Risks

We are an “emerging growth company,” and will be able to take advantage of reduced disclosure requirements applicable to “emerging growth companies,” which could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act and, for as long as we continue to be an “emerging growth company,” we intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenue exceed $1.235 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

We intend to take advantage of these reporting exemptions described above until we are no longer an “emerging growth company.” Under the JOBS Act, “emerging growth companies” can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.

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There may be limitations on the effectiveness of our internal controls, and a failure of our control systems to prevent error or fraud may materially harm our company. If we fail to remediate a material weakness, or if we experience material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

Prior to the completion of this offering, we have been a private company with limited accounting personnel to adequately execute our accounting processes and limited supervisory resources with which to address our internal control over financial reporting. As a private company, we have not designed nor maintained an effective control environment as required of public companies under the rules and regulations of the SEC. Specifically, we lack a sufficient number of professionals with an appropriate level of accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately while maintaining appropriate segregation of duties.

Although we are not yet subject to the certification or attestation requirements of Section 404 of the Sarbanes-Oxley Act, management and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting as we did not design or implement a control to ensure all material contracts or agreements are reviewed by accounting personnel to ensure they are accounted for and disclosed. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Proper systems of internal controls over financial accounting and disclosure controls and procedures are critical to the operation of a public company. We may be unable to effectively establish such systems, especially in light of the fact that we expect to operate as a publicly reporting company. This would leave us without the ability to reliably assimilate and compile financial information about our company and significantly impair our ability to prevent error and detect fraud, all of which would have a negative impact on our company from many perspectives.

Moreover, we do not expect that disclosure controls or internal control over financial reporting, even if established, will prevent all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Failure of our control systems to prevent error or fraud could materially adversely impact us.

We will incur significantly increased costs as a result of and devote substantial management time to operating as a public company.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we will be subject to the reporting requirements of the Exchange Act and will be required to comply with the applicable requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC, including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices and required filing of annual, quarterly and current reports with respect to our business and operating results. These requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We will also need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and will need to establish an internal audit function. We also expect that operating as a public company will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees or as executive officers. In addition, after we no longer qualify as an “emerging growth company,” as defined under the JOBS ACT we expect to incur additional management time and cost to comply with the more stringent reporting requirements applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We are just beginning the process of compiling the system and processing documentation needed to comply with such requirements. We may not be able to complete our evaluation, testing and

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any required remediation in a timely fashion. In that regard, we currently do not have an internal audit function, but intend to implement an internal audit function within one year after commencement of the listing of our common stock on the NYSE American, in order to comply with Section 303A of the NYSE American’s Listing Rules. To do so, we will need to hire or contract for additional accounting and financial staff with appropriate public company experience and technical accounting knowledge.

We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

We face a concentration of credit risk.

We maintain our cash and cash equivalent balances at financial or other intermediary institutions. The combined account balances at each institution may exceed Federal Deposit Insurance Corporation (“FDIC”) insurance coverage of $250,000 per depositor, and, as a result, we face a concentration of credit risk related to amounts on deposit in excess of FDIC insurance coverage. Any event that would cause a material portion of our cash and cash equivalents at financial institutions to be uninsured by the FDIC could have a material adverse effect on our financial condition and results of operations.

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USE OF PROCEEDS

We expect to receive net proceeds, after deducting underwriting discounts and commissions and estimated expenses payable by us, of approximately $8,391,839 (or approximately $9,786,839 if the Representative exercises its over-allotment option to purchase additional shares of common stock, in full), based on an assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover of this prospectus. Based upon the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus, if the Representative exercises the option in full for additional shares of common stock, the total underwriting discounts and commissions will be $805,000 and the additional proceeds to us, before expenses, from the over-allotment option exercise will be $1,395,000.

We currently expect to use the net proceeds from this offering as follows:

• approximately $3.0 million (approximately $3.4 million if the Representative exercises its over-allotment option in full) to hire additional staff and third-party consultants;

• approximately $0.5 million (whether or not the Representative exercises its over-allotment option in full) for interest and principal repayments over the next twelve months on the Cirrus Financing Note, which is due on November 14, 2030 and bears interest at a rate of 7% per year and is payable in equal monthly installments of principal and interest in the amount of $42,259.50;

• approximately $0.2 million (whether or not the Representative exercises its over-allotment option in full) to repay, in full. principal and accrued and unpaid interest owed to 681315 B.C. Ltd, with respect to loans which are due on February 20, 2024 and bear interest at rates of 12.0% per annum and 5% per annum, respectively, and which as of February 7, 2024, $156,167 in aggregate principal and accrued and unpaid interest was outstanding;

• approximately $2.0 million to finance the acquisition of two additional aircraft (whether or not the Representative exercises its over-allotment option in full;

• approximately $2.0 million for marketing expenses (whether or not the Representative exercises its over-allotment option in full; and

• the remainder for working capital and other general corporate purposes.

We believe that the net proceeds of this offering, together with our existing cash, will enable us to fund our operations for at least 12 months following the completion of this offering. We have based this estimate on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we expect.

Although we currently anticipate that we will use the net proceeds from this offering as described above, there may be circumstances where a reallocation of funds is necessary. The amounts and timing of our actual expenditures will depend upon numerous factors, including our sales and marketing and commercialization efforts, demand for our products, our operating costs and the other factors described under “Risk Factors” in this prospectus. Accordingly, our management will have flexibility in applying the net proceeds from this offering. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how to use the proceeds.

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $2,066,667, assuming that the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same. We may also increase or decrease the number of Shares we are offering. An increase (decrease) of 100,000 in the number of Shares we are offering would increase (decrease) the net proceeds to us from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $418,500, assuming the initial public offering price stays the same. An increase of 100,000 in the number of Shares we are offering, together with a $1.00

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increase in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus), would increase the net proceeds to us from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $2,578,171. A decrease of 100,000 in the number of Shares we are offering, together with a $1.00 decrease in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus), would decrease the net proceeds to us from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $2,392,164. We do not expect that a change in the offering price or the number of Shares by these amounts would have a material effect on our intended uses of the net proceeds from this offering, although it may impact the amount of time prior to which we may need to seek additional capital.

Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination related to dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

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CAPITALIZATION

The following table sets forth our cash and marketable securities and capitalization as of September 30, 2023:

• on an actual basis;

• on a pro forma as-adjusted basis to further reflect (i) the issuance and sale by us of 2,222,223 Shares in this offering at the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus), after deducting underwriting discounts and commissions and estimated offering expenses payable by us, and the receipt by us of the proceeds of such sale, (ii) the reallocation of $125,000 of offering expenses previously paid, as of September 30, 2023, from deferred offering costs to equity (iii) the conversion of the Bridge Notes into 346,667 shares of common stock, upon the completion of this offering and (iv) the issuance of the Bridge Warrants.

The information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering as determined at pricing. You should read this table together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our audited financial statements and related notes thereto included elsewhere in this prospectus.

	Actual			Pro Forma			Pro Forma as Adjusted
	(unaudited)			(unaudited)			(unaudited)
Cash and cash equivalents	$	312,922		$	445,048		8,836,887
Total liabilities		3,447,912			6,647,912		5,477,912

Stockholders’ deficit:
Common stock, $0.0001 par value, 100,000,000 shares authorized, 8,649,471, 9,014,346, and 11,583,236 shares issued and outstanding, actual, pro forma and pro forma, as adjusted, respectively		624			660		917
Preferred stock, 1,000,000 shares authorized, $0.0001 par value, no shares issued or outstanding, actual, pro forma or pro forma as adjusted		—			—		—
Additional paid-in capital		4,700,823			5,357,562		14,794,144
Accumulated deficit		(6,639,973	)		(7,296.748	)	(7,296,248	)
Total stockholders’ deficit		(1,938,526	)		(1,938,526	)	7,498,313
Total capitalization		1,509,386			4,709,386		12,976,225

The number of shares of our common stock to be outstanding on a pro forma and pro forma, as adjusted basis, is based on 8,649,471 shares of our common stock outstanding as of September 30, 2023; and excludes:

• 10,000 shares of common stock issuable upon exercise of stock options granted under the 2021 Plan, at an exercise price of $1.80 per share;

• 50,000 shares of common stock issuable upon exercise of warrants outstanding, at an exercise price of $3.00 per share;

• 346,667 shares of common stock issuable upon exercise of the Bridge Warrants, at an exercise price of $3.38 per share (75% of the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus);

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• 75,000 shares of common stock issuable upon exercise of stock options granted under the 2021 Plan, at an exercise price of $4.00 per share;

• 289,625 shares of common stock issuable upon the vesting of restricted stock units awarded under the 2021 Plan;

• 201,679 shares of our common stock that are available for future issuance under the 2021 Plan; and

• 166,667 shares of common stock issuable upon the exercise of the Representative’s Warrants.

Each $1.00 increase (decrease) in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) would increase (decrease) the amount of cash and cash equivalents, additional paid-in capital, total stockholders’ equity (deficit) and total capitalization on a pro forma, as adjusted, basis by approximately $2,066,667, assuming the number of Shares, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 100,000 Shares offered by us would increase (decrease) cash and cash equivalents, total stockholders’ equity (deficit) and total capitalization on a pro forma, as adjusted, basis by approximately $418,500, assuming the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each 100,000 Share increase in the number of Shares offered by us together with a concomitant $1.00 increase in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) would increase each of cash and total stockholders’ (deficit) equity by approximately $2,578,171 after deducting underwriting discounts and commissions and any estimated offering expenses payable by us. Conversely, each 100,000 Share decrease in the number of Shares offered by us together with a concomitant $1.00 decrease in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) would decrease each of cash and total stockholders’ (deficit) equity by approximately $2,392,164 after deducting underwriting discounts and commissions and any estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing.

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DILUTION

If you invest in the Shares in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per Share and the pro forma as adjusted net tangible book value per share of our common stock after this offering. As of September 30, 2023, we had a historical net tangible book value of ($2,063,526), or ($0.24) per share of common stock. Our historical net tangible book value per share represents total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding as of September 30, 2023.

Our pro forma net tangible book value was ($2,063,526), or ($0.23) per share of our common stock. Pro forma net tangible book value represents the amount of our total tangible assets less our total liabilities, after giving effect to (i) the payment of a $50,000 deposit under the terms of the Aircraft Purchase Agreement, (ii) the issuance of a promissory note in the principal amount of $2,800,000 to the Flewber Stockholder, in connection with financing for the Cirrus Jet, (iii) the issuance of promissory notes in the aggregate principal amount of $300,000 to the Flewber Additional Stockholders, in connection with the remaining balance for the purchase of the Cirrus Jet, (iv) the payment of an aggregate of $3,017,874 for the purchase of the Cirrus Jet, (v) the issuance of 364,875 shares of common stock in settlement of restricted stock units awarded under the 2021 Plan, which is expected to occur prior to the consummation of this offering and (vi) the issuance of the December 2023 Bridge Note to an accredited investor in the December 2023 Bridge Financing, in a principal amount of $100,000. Pro forma net tangible book value per share represents pro forma net tangible book value divided by the total number of shares outstanding as of September 30, 2023, after giving effect to the pro forma adjustments describe above.

After giving further effect to (i) the sale of the Shares in this offering at an assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us (ii) the automatic conversion of the Bridge Notes into 346,667 shares of common stock, upon the completion of this offering (based on a conversion rate of $3.38, which is equal to 75% of the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus) and (iii) the issuance of the Bridge Warrants, our pro forma as adjusted net tangible book value as of September 30, 2023 would have been approximately $7,498,313 or approximately $0.65 per share. This amount represents an immediate increase in pro forma net tangible book value of $0.88 per share to our existing stockholders and immediate dilution of approximately $3.85 per share to new investors in this offering. We determine dilution by subtracting the as pro forma adjusted net tangible book value per share after this offering from the amount of cash that a new investor paid for a share of common stock in this offering. The following table illustrates this dilution:

Assumed initial public offering price per share				$	4.50
Historical net tangible book value (deficit) per share as of September 30, 2023	$	(0.24	)
Pro forma net tangible book value (deficit) per share, as of September 30, 2023, before giving effect to this offering		(0.23	)
Increase net tangible book value (deficit) per share		0.88
Increase in pro forma net tangible book value (deficit) per share attributable to new investors in this offering		3.37
Pro forma as adjusted net tangible book value per share after this offering		0.65
Dilution per share to new investors purchasing common stock in this offering				$	3.85

The dilution information discussed above is illustrative only and may change based on the actual initial public offering price and other terms of this offering.

A $1.00 decrease in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) would decrease our pro forma as adjusted net tangible book value as of September 30, 2023, giving effect to this offering, by approximately $2,066,664 or approximately $0.19 per share, and would decrease dilution to investors in this offering by approximately $0.81 per share, assuming that the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discount and estimated offering expenses payable by us. A $1.00 increase in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) would increase our pro forma as adjusted net tangible book value as of September 30, 2023, giving effect to this offering by approximately $2,066,671, or approximately $0.18 per share, and would increase dilution to investors in this offering,

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by approximately $0.82 per share, assuming that the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the estimated underwriting discount and estimated offering expenses payable by us. We may also increase or decrease the number of Shares we are offering. An increase of 100,000 in the number of Shares we are offering would increase our pro forma as adjusted net tangible book value as of September 30, 2023, giving effect to this offering, by approximately $418,503, or approximately $0.03 per share, and would decrease dilution to investors in this offering by approximately $0.03 per share, assuming the assumed initial public offering price per Share remains the same, after deducting the estimated underwriting discount and estimated offering expenses payable by us. A decrease of 100,000 Shares in the number of Shares we are offering would decrease our pro forma as adjusted net tangible book value as of September 30, 2023, giving effect to this offering, by approximately $418,497, or approximately $0.03 per share, and would increase dilution to investors in this offering by approximately $0.03 per share, assuming the assumed initial public offering price per Share remains the same, after deducting the estimated underwriting discount and estimated offering expenses payable by us.

Each 100,000 Share increase in the number of Shares offered by us together with a concomitant $1.00 increase in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) would increase the pro forma as adjusted net tangible book value by $0.22 per share and the dilution to new investors by $0.78 per share, after deducting underwriting discounts and commissions and any estimated offering expenses payable by us. Conversely, each 100,000 Share decrease in the number of Shares offered by us together with a concomitant $1.00 decrease in the assumed initial public offering price of $4.50 per Share (which is the midpoint of the range set forth on the cover page of this prospectus) would decrease the pro forma as adjusted net tangible book value by $0.21 per share and the dilution to new investors by $0.79 per share, after deducting underwriting discounts and commissions and any estimated offering expenses payable by us.

The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing.

If the Representative exercises its over-allotment option in full, the pro forma as adjusted net tangible book value after this offering would be $0.75 per share, the increase in pro forma net tangible book value per share would be $0.10 and the dilution per share to new investors would be $3.75 per share, in each case assuming an initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus.

The following table summarizes, as of September 30, 2023, on a pro forma as adjusted basis described above, the differences between the number of Shares that are purchased from us, the total consideration paid to us in cash and the average price per share that existing stockholders and new investors paid for such shares. The calculation below is based on an assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased			Total Consideration				Average Price Per Share
	Number	Percent		Amount		Percent		Average Price Per Share
Existing stockholders	8,649,471	75	%	$	3,252,535	23	%	$	0.38
Restricted stock units	364,875	3	%		—	—			—
Bridge Note Conversion	346,667	3	%		1,170,000	8	%		3.38
New investors	2,222,223	19	%		10,000,000	69	%		4.50
Total	11,583,236	100	%	$	14,422,535	100	%	$	1.29

The number of shares of our common stock outstanding after this offering reflected in the tables and the number of shares of our common stock to be outstanding on a pro forma and pro forma, as adjusted basis, is based on 8,649,471 shares of our common stock outstanding as of September 30, 2023, and assumes the issuance of 364,875 shares of common stock in settlement of restricted stock units awarded under the 2021 Plan, which is expected to occur prior to the consummation of this offering and the automatic conversion of the Bridge Notes into 346,667 shares of common stock (based on a conversion rate equal to 75% of the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus); and excludes:

• 10,000 shares of common stock issuable upon exercise of stock options granted under the 2021 Plan, at an exercise price of $1.80 per share;

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• 50,000 shares of common stock issuable upon exercise of warrants outstanding, at an exercise price of $3.00 per share;

• 346,667 shares of common stock issuable upon exercise of the Bridge Warrants, at an exercise price of $3.00 per share (75% of the assumed initial public offering price of $4.50 per Share, which is the midpoint of the range set forth on the cover page of this prospectus);

• 75,000 shares of common stock issuable upon exercise of stock options granted under the 2021 Plan, at an exercise price of $4.00 per share;

• 289,625 shares of common stock issuable upon the vesting of restricted stock units awarded under the 2021 Plan;

• 201,679 shares of our common stock that are available for future issuance under the 2021 Plan; and

• 166,667 shares of common stock issuable upon the exercise of the Representative’s Warrants.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this prospectus. Some of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Flewber is a technology powered, private air transportation company. Founded in August 2018 as a result of the incorporation of our wholly-owned subsidiary, Flewber Inc., our motto “Simply Private” encapsulates our belief that private air travel no longer needs to be a luxury reserved for only those with the means. Rather, our goal is to make private air travel a passenger-first manner of travel, which can and should be a more inclusive and accessible mode of transportation for a larger addressable market, made possible through properly applied technology, use of more conveniently located existing infrastructure and operational efficiencies.

We believe that the functionality of local and regional air travel has significantly deteriorated over the past few years and that it no longer adequately serves the average air traveler. We believe that private air travel should be a simple, and affordable alternative that empowers the traveler with the on-demand freedom to choose. We believe that passengers are entitled to choose where they depart and land, as well as their preferred date and time of travel. Further, we believe that passengers highly value their time, and will consider alternative forms of air travel to an antiquated commercial airline network or other modes of transportation, if it will save them time.

We have made focused and substantial investments in support of our mission. For example, to continually launch new innovations on our platform, we have invested heavily in research and development. In 2018, we completed the strategic acquisition of Ponderosa Air, which provided us with an FAA certified air-taxi operation. Since the acquisition of Ponderosa Air, we have made further investment in upgrading both management of our air-taxi operation, and expanding its FAA certificate authorities.

By the end of the first quarter of 2024, we plan to bring to private air travel a service somewhat similar to the convenience of on-demand ride sharing services, which are now available to users to book car services by using an app on their phones. Under federal regulations on-demand operation means, among other things, any operations in which the departure time, departure location, and arrival location are specifically negotiated with the customer or the customer’s representative. We plan to do this by providing greater access to private air travel through the Flewber App and the services it currently provides,

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as well as additional services we are planning, in the near future, by means of our soon-to-be-launched Flewber Hops air-taxi service. Although we do not expect that our on-demand services will provide customers with a ride, or flight, in this case, within a matter of minutes, as provided by land-based on-demand ride sharing services, we believe that the Flewber App will provide travelers with an easy, user-friendly resource, accessible on their phones, to book local and regional air travel (i.e. flights of approximately one hour or less from approximately 430 major airports and approximately 5,100 smaller and more conveniently located local and regional airports in the United States) on private flights operated by certified carriers and, which, in the case of the Flewber Hops, only, when it is available, our own air-taxi, using a booking process, which, when the Flewber Hops air-taxi service is fully operational will, we believe, in most cases, take no longer than two hours from the initiation of booking to boarding a private aircraft. The Flewber Hops will be available solely for booking flights on our own aircraft and will not provide customers the ability to book flights on third-party aircraft.

Through the use of mission suitable conventional aircraft, including the Cirrus SF50 Vision Jet that we recently acquired, we believe that we will be able to compete directly with aircraft operators focused on entry into the nascent UAM market and RAM market, each of which is a subset of AAM and is likely to consist of short-range electric-powered aircraft, using vertical take-off and landing, similar to an eVTOL and other aircraft using sustainable aviation fuel. See “Business — Recent Business Developments – Acquisition of Cirrus Aircraft.” The UAM market is an aviation industry term for on-demand and automated passenger or cargo-carrying air transportation services around cities and urban areas. The UAM, RAM, and AAM markets are each segmented by vehicle type, application, and geography. By vehicle type, the market is segmented into piloted and autonomous aircraft, and by application, the market is segmented into passenger transport and freighter.

Although the UAM, RAM and AAM markets are expected to likely consist of short-range electric powered aircraft, these aircraft are only expected to have limited public use availability in the air mobility marketplaces by 2024 to 2026. We believe that the challenges to the wider availability of electric aircraft are hard to forecast as we believe that the manufacturing of these aircraft has too many unknown variables such as advancements in batteries, charging and charge acceptance technologies as well as possible unforeseen regulatory hurdles. By duplicating many of these services before they become readily available from aircraft operators in the UAM, RAM and AAM markets, using suitable conventional aircraft, we believe that we have the opportunity to be an early provider of these types of air flight services, and will be able to continue to compete with these aircraft operators at competitive rates, since our aircraft will also be capable of using sustainable aviation fuel, without any upgrades to the current fuel systems, when sustainable aviation fuel becomes more readily available on a less cost prohibitive basis, which, as reported in a December 2022 analysis by Rhodium Group on the Inflation Reduction Act of 2022, is not expected any time before 2027.

COVID-19

COVID-19 was declared a pandemic by the World Health Organization in March 2020 as there was an unprecedented and rapid spread of COVID-19 leading to economic and business uncertainties resulting from governmental restrictions on air travel, cancellation of large public events, businesses suspending in-person meetings and the closure of popular tourist destinations. The uncertainty, restrictions and risks arising from the COVID-19 pandemic led to reduced demand for domestic passenger air travel leading to a decrease in our private flight operations particularly in the second quarter of 2020, before returning to normal operating levels in the third quarter of 2020. The future effects of COVID-19 on our business, financial condition and results of operations are still uncertain and will depend on a number of factors outside of our control. We do not expect any material COVID-19 related contingencies, impairments, concessions, credit losses or other expenses in future periods. We believe the COVID-19 global pandemic has led to a shift in consumer preferences, with private aviation viewed positively as a health-conscious decision rather than a discretionary luxury. We believe this will lead to an increase in flight demand over time.

Trends and Uncertainties

Unpredictable changes in economic conditions, including recession, inflation, increased government intervention, or other changes, may adversely affect our general business strategy. Inflation generally affects us by increasing our cost of labor and costs to generate our air travel revenues. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the years ended December 31, 2022 or 2021.

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Declining general economic, business or industry conditions and inflation may have a material adverse effect on our future results of operations, liquidity and financial condition. There also has been a trend of higher third-party aircraft operator costs which could impact our short-term and long-term margins and profitability.

As long as we continue to rely on third-party aircraft operators to generate substantially all of our revenue, we also face the risk that any of our third-party aircraft operators may not fulfill their contracts and deliver their services on a timely basis, or at all. The ability of our third-party aircraft operators to effectively satisfy our requirements could also be impacted by any such third-party aircraft operators’ financial difficulty or damage to their operations caused by fire, terrorist attack, natural disaster, pandemic, such as the COVID-19 pandemic, or other events. In addition, due to aircraft supply constraints across the industry, we may be required to pay more for capacity with our third-party aircraft operators to service customer or member flights. The failure of any third-party aircraft operators to perform to our expectations could result in delayed or cancelled flights or service credits, and harm the applicable portion of our business.

At such time that we launch the Flewber Hops and begin generating more revenue from our own air-taxi service, we will be subject to additional costs associated with purchasing and maintaining, what we expect to be an increasing number of aircraft. We have, to date, had only minimal experience in budgeting for these types of costs and, if we are unable to increase revenue in an amount to sufficiently cover these additional costs and also provide for a profit, this would have an adverse impact on our profitability.

Supply Chain/Pilot Availability

The execution of our business strategy is dependent on the availability of aviation fuel and hiring additional pilots to realize significant revenue growth. The supply of pilots to the airline industry is limited. Continued periods of significant disruption in the supply of aircraft fuel or difficulty in attracting and engaging additional pilots could have a significant negative impact on our operating results and liquidity.

Environmental

We are subject to increasingly rigorous federal, state, local and foreign laws and regulations relating to the protection of the environment and noise, including those relating to emissions to the air, discharges to surface and subsurface waters, safe drinking water and the use, management, disposal and release of, and exposure to, hazardous substances, oils and waste materials. We may be subject to new laws and regulations that may have a material adverse effect on our operations. In addition, U.S. airport authorities are exploring ways to limit de-icing fluid discharges. Any such existing, future, new or potential laws and regulations could have a material adverse impact on our business, results of operations and financial condition.

Components of Results of Operations

The key components of our results of operations include:

Revenue

We generate revenue through the sale of air travel services. Our fliers purchase and manage reservations in two ways; using the no brokerage commission Book, Bid and Share platform on the Flewber App, while others, willing to pay a premium broker’s commission, may choose to call, email, or text our dedicated team of Aviation Specialists at Flewber Luxe. We accept payments via credit card on the Flewber App and fliers pay via credit card, wire, check or customer credits on Flewber Luxe, and generally, we collect payments in advance of performing the related services. Pricing is impacted by our customers’ choice of aircraft type (product mix) along with the number of nautical miles flown and the specific third-party aircraft operator that is used. Our product mix of aircraft type offered to our customers is segregated into the following three categories: 1) small and light jets — capacity of four to eight passengers, smaller in size and ideal for flights that are below 1,500 nautical miles; 2) mid-size and super mid-size jets — capacity of seven to 10 passengers, medium in size and ideal for longer flights that are above 1,500 nautical miles; and 3) heavy and ultra long-range jets — capacity of nine to 16 passengers, large in size and ideal for longer flights that are above 3,500 nautical miles. Our customers’ may choose to utilize larger aircraft for shorter flights, such as booking a heavy jet even when a mid-size jet would meet their flight’s distance requirements, based on their personal preferences of internal cabin differences between larger aircraft and smaller aircraft. A flight leg is a direct flight from a point of origin to the point of destination with no stops or changes of aircraft along the way. Since each customer’s service preferences will vary, two identical flight legs with the same number of nautical miles flown to the same destination

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may have materially different unit economics since one customer may prefer to be flown in a larger aircraft which would generally have higher pricing and higher associated costs leading to materially different revenue per flight leg, revenue per nautical mile, cost of revenue per flight leg, and cost of revenue per nautical mile.

Costs and Expenses

Costs and expenses consist of the following components:

Cost of Revenue

Cost of revenue primarily consists of direct expenses incurred to provide flight services and facilitate operations, including aircraft maintenance and third-party flight costs. Our air travel services generate profits on a “cost-plus” basis. Therefore, our pricing of flights to our customers is also impacted by the costs we incur from our third-party aircraft operators whereby when our costs increase, we may also increase our pricing. These pricing changes are specific to each individual flight booking and customer relationship as well as to the specific third-party aircraft operator that is utilized. The percentage we charge to our customers over our “cost of revenue” will fluctuate from period to period based on our assessment of what percentage to charge over our costs to maintain our customer relationships and to remain competitive with other private aviation service providers. In addition, since our pricing is based on a “cost-plus” basis, two identical flight legs on the same type of aircraft and with the same number of nautical miles flown to the same destination may have materially different unit economics since one aircraft operator may be sourced at a certain time that is charging a higher or lower amount than another aircraft operator that was used to fly the same aircraft type and number of nautical miles to the same destination at another time leading to materially different revenue per flight leg, revenue per nautical mile, cost of revenue per flight leg, and cost of revenue per nautical mile. Therefore, operating metrics associated with changes in product mix, flight legs and nautical miles flown from period to period will not follow similar trends in total revenue and total cost of revenue in those periods.

Other Operating Expenses

Sales and Marketing

Sales and marketing expense primarily consists of targeted, digital marketing to reach new customers and drive awareness along with media placements, sponsorships, and marketing events to connect our brand to events popular with our target customers. We expect that sales and marketing expenses will increase for the foreseeable future as it represents a key component of our plans to expand into new markets and further penetrate our existing markets.

General and Administrative

General and administrative expense primarily consists of compensation expenses, including equity-based compensation and related benefits for all our personnel. General and administrative expense also includes corporate office rent expense, third-party professional fees, and any other expense incurred not deemed to be related to cost of revenue, and sales and marketing. We expect that general and administrative expenses will increase for the foreseeable future as we expand our service offerings to additional cities and increase flight volumes on existing routes. We expect to incur additional expenses as a result of operating as a public company, including expenses related to compliance with reporting obligations under the rules and regulations of the SEC, rules and regulations applicable to companies listed on a national securities exchange, and higher expenses for director and officer insurance, investor relations, and professional services.

Depreciation and Amortization

Depreciation and amortization expense primarily consists of depreciation of aircraft, vehicles, furniture, and leasehold improvements. Depreciation and amortization expense also includes amortization of capitalized software platform development costs.

Other Income

Other income primarily consists of subleased office space and in one period included a one-time settlement agreement.

Interest Expense

Interest expense primarily consists of the interest paid or payable on our outstanding interest-bearing loans and accounts payable.

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Results for the Three Months Ended September 30, 2023 and 2022:

	Three Months Ended September 30,				Change in
	2023		2022		$			%
Revenue	$	937,718	$	969,727	$	(32,009	)	(3	)%
Costs and expenses
Cost of revenue

Flewber Global Inc. S-1/A