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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 28, 2026
Jet.AI
Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40725 |
|
93-2971741 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation or organization) |
|
File
Number) |
|
Identification
No.) |
10845
Griffith Peak Dr.
Suite
200
Las
Vegas, NV 89135
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code) (702) 747-4000
None
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol |
|
Name
of each exchange on which registered: |
| Common
Stock, par value $0.0001 per share |
|
JTAI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
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 pursuant to Section 13(a) of the Exchange Act.
On
July 28, 2026, Jet.AI Inc. (the “Company”) funded a $1,750,000 investment in StratGrid Inc. (“StratGrid”), a
Calgary, Alberta-based developer of behind-the-meter, natural gas-powered data center infrastructure, through SG Canada InvestCo LLC
(“InvestCo”), a joint venture between the Company and Blackbird Investment Management LLC in which the Company currently
holds 60% of all issued and outstanding equity interests. The Company’s $1,750,000 strategic investment implies that InvestCo now
holds approximately 26% of the issued and outstanding common equity interests of StratGrid on a fully vested basis.
On
July 29, 2026, Jet.AI Inc. (the “Company”) issued a press release announcing the investment in StratGrid. A copy of the press
release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Forward
Looking Statements
This
Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal
securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are
not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.
Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements
are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our
beliefs and our assumptions. In some cases, you can identify forward-looking statements by the following words: “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “future,”
“intend,” “may,” “ongoing,” “opportunity,” “plan,” “potential,”
“predict,” “project,” “should,” “strategy,” “will,” “would,”
or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from
the expected results, including risks relating to our investment in [●] and broader market conditions. As a result, caution must
be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual
results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent
Annual Report on Form 10-K and subsequent reports filed with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned
not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise
these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release, dated July 29, 2026. |
| |
|
|
| 104
|
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
JET.AI
INC. |
| |
|
|
| |
By: |
/s/
George Murnane |
| |
|
George
Murnane |
| |
|
Interim
Chief Financial Officer |
August
3, 2026
Exhibit
99.1

Jet.AI
Plugs into Alberta’s AI Boom with Investment in 200MW+ Natural Gas Powered Data Center
July
29, 2026 08:30 ET | Source: Jet.AI Inc.
Natural
Gas-Powered Data Center Development in Canada’s Data Center Friendly, Energy-Rich, Province
Strategic
investment adds gigawatt-scale AI data center capacity potential in Alberta, Canada to Jet.AI’s growing data center portfolio
LAS
VEGAS and CALGARY, Alberta, July 29, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (NASDAQ: JTAI) (“Jet.AI” or the “Company”),
an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced a strategic equity investment in StratGrid
Inc. (“StratGrid”), a Calgary, Alberta-based developer of behind-the-meter, natural gas-powered data center infrastructure.
Jet.AI made the investment through SG Canada InvestCo LLC, an investment vehicle established for the transaction in which Jet.AI owns
a majority interest. SG Canada InvestCo LLC has invested $1.75 million USD of equity in StratGrid, which implies an approximately 26%
common equity interest in StratGrid on a fully vested basis. Jet.AI’s strategic investment in StratGrid adds to its growing portfolio
of data center campuses across North America.
StratGrid
is developing large-scale data center campuses in Southern Alberta powered by on-site, behind-the-meter natural gas generation rather
than the regional utility grid, an approach designed to deliver faster interconnection timelines and competitive, stable power costs
for AI and hyperscale computing tenants. StratGrid’s first project, Project Wheatland in Wheatland County, Alberta, is designed
for approximately 200 megawatts of generation capacity, with expansion potential beyond 1 gigawatt. Together with StratGrid’s
second Alberta site, Project Mountain View, the platform is designed to scale to over 2 gigawatts of combined capacity over time.
StratGrid controls several hundred acres of freehold land within designated industrial nodes in Southern Alberta across both sites.
StratGrid
is working with WSP, a global engineering and professional services firm, providing initial engineering services, and Sustrio, a specialized
consulting firm focused on sustainability, environmental, regulatory and stakeholder relations. The project’s design runs
quietly, uses minimal water, and produces low emissions from on-site generation.
Alberta’s
Emergence as a Data Center Hub
Alberta
has emerged as one of North America’s fastest-growing hubs for AI data center development, supported by Premier Danielle Smith’s
government and the province’s abundant, low-cost natural gas reserves. Meta Platforms, Inc. has led the way in the province, breaking
ground in July 2026 on a 1-gigawatt, CAD $13 billion data center in Sturgeon County northeast of Edmonton, its first in Canada and among
the largest data center investments in company history.
StratGrid’s
Project Wheatland and Project Mountain View sites, relative to Calgary, Alberta
“StratGrid’s
behind-the-meter power model is meant to address one of the biggest bottlenecks in new data center development today; getting reliable,
competitively priced power online fast enough to meet AI-driven demand. Alberta has quickly become a hotspot for this kind of development,
thanks to strong support from the region’s Premier and the province’s abundant natural gas. Meta has led the charge here,
and we’re very glad to be a fast follower alongside a seasoned team of partners,” said Mike Winston, Founder and Executive
Chairman of Jet.AI.
“This
investment reflects growing confidence in our behind-the-meter model as a faster path to power for our two AI data campus infrastructures,
Project Wheatland and Project Mountain View. We’re pleased to add Jet.AI as a partner as StratGrid continues building out its platform
in Southern Alberta, encompassing best practices for environmental, regulatory and stakeholder relations and sustainability and enhancing
the communities that we will work with. In addition, this investment strengthens our capital position as we advance our development program
across engineering, regulatory and land workstreams,” said David Sealock, Chief Executive Officer of StratGrid.
About
StratGrid Inc.
StratGrid
Inc. is a Calgary, Alberta-based developer of natural gas-powered data center infrastructure. Using a “design one, build many”
approach, StratGrid is building a platform of behind-the-meter power generation projects designed to serve the growing power demands
of AI and hyperscale computing.
About
Jet.AI Inc.
Jet.AI
Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU infrastructure
to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under
the ticker symbol “JTAI.” To learn more, visit www.jet.ai.
Forward-Looking
Statements
This
press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the
federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect
to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s
perception of market conditions, including the expected timing of the potential transactions and the future business strategy of Jet.AI.
Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future
financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates
and projections about our Company, our industry, our beliefs and our assumptions. These forward-looking statements generally are identified
by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results
to differ materially from the expected results, including the performance of the StratGrid investment and broader market conditions.
As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors
that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the
Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These
filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements,
and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information,
future events, or otherwise, except as provided by law.
Contacts
Jet.AI
Investor Relations
Gateway
Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
StratGrid
Inc. Media Contact
David
Sealock
media@stratgrid.ca