Exhibit 10.1

***Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.

VERSO CAPITAL 2 SCSP

duly represented by its general partner THIS EQUITY CERTIFICATES SUBSCRIPTION AGREEMENT (the “Agreement”) is dated April 7, 2026 and is made by and between:

VERSO Capital 2 GP S.à r.l.

as Issuer

and

JET.AI INC

as Subscriber

and

VERSO Management

as Arranger

EQUITY CERTIFICATES SUBSCRIPTION AGREEMENT

STRICTLY PRIVATE AND CONFIDENTIAL

EQUITY CERTIFICATES SUBSCRIPTION AGREEMENT

RECITALS:

NOW THEREFORE, in consideration of the mutual promises and other good and valuable consideration as set forth herein, and with the understanding that the content of the recitals and Schedules forms an integral part of this Agreement, the Parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. RECITALS

Recitals (A) to and including (B) above are an integral part of this Agreement.

1.2. DEFINITIONS

Except as otherwise defined herein or where the context shall otherwise require, all capitalised but undefined words below shall have the meaning ascribed to them in the T&Cs

1.3. In this Agreement:

2. SUBSCRIPTION AND SUBSCRIPTION PRICE

The Subscriber hereby agrees to subscribe for 8,347 Certificates with a par value of USD 599.00 each, (the “Subscribed ECs”) for a total amount of USD 5,000,000.00 (the “Certificates Subscription Price”), by way of wire transfer of clear available funds (taking into consideration any bank fees which shall be borne by the Subscriber) to the Paying Agent’s Account within three (3) days of the date of the present Agreement, and, in addition, to pay the following one-off fee(s) (“One-Off Fee(s)”):

● One time Subscription fee for 5% or USD 250,000.00.

The total amount payable by the Subscriber upon Subscription shall not include any Management Fee. The Management Fee, as defined hereafter, is usually fixed at the rate of 2.00% per year over 5 years. No annual management fee shall apply for this investment due to an exceptional Management Decision.

The total amount payable by the Subscriber upon Subscription, consisting of the Certificates Subscription Price and the Subscription Fee shall amount to USD 5,250,000.00 only (the

“Total Subscription Price”, the date of receipt of which shall be referred to as the “Closing Date”).

The Parties agree that Management Fee shall be waived by the Issuer.

The Parties agree that there shall be no Performance Fee or Carry Interest.

The Issuer hereby accepts such subscription and the full payment of the Total Subscription Price by the Subscriber for the Subscribed ECs and undertakes to proceed to the issuance of the Subscribed ECs within 10 (ten) Business Days of the Closing Date (such issuance date shall be treated as the Issue Date for purposes of the T&Cs) and to update the Certificate Register accordingly.

The Subscriber hereby grants an, unconditional and irrevocable, power of attorney to VERSO Management Ltd (the Attorney) to represent the Subscriber at any Meeting (as per condition 16 of the T&Cs) and authorizes the Attorney to waive convening notice formalities, approve/vote in favour of any item on the agenda of the Meeting and, with the express approval of the Undersigned, add any item to the agenda and, in addition, gives full power to the Attorney to sign all documents and do all acts necessary or useful in connection with or in respect of the performance of this power of attorney, even though not specifically indicated, undertaking to ratify and confirm such acts and signatures, if the need should arise.

The Undersigned undertakes to fully indemnify the Attorney against all claims, losses, costs, expenses, damages or liability which the Attorney sustains or incurs as a result of any action taken by him/her in good faith pursuant to this power of attorney, including any costs incurred in enforcing this power of attorney.

On the date of this Agreement, the Issuer and the Subscriber make the following representations and warranties to each other regarding itself:

On the date of this Agreement, the Subscriber make the following acknowledging statements, representations and warranties to the Issuer with respect to itself and its investment in the Certificates which shall remain in force as long as the Certificates are outstanding:

9.1 Confidential Information

The Subscriber undertakes to, and shall procure that each of its directors, officers or representatives (the “Representatives”), as the case may be, keep confidential and not disclose or make available to any third party, the following information:

(i) the existence or contents of this Agreement and any ancillary documents including the T&Cs or the limited partnership agreement of the Issuer;

(ii) the subject matter or process of negotiations or any disputes between the Parties in connection with this Agreement; and

(iii) any information of a secret, commercially sensitive or confidential nature received by it which relates to the Issuer, the Underlying Company, the Arranger or their respective businesses, including as may be available in the virtual reporting data room, (together the “Confidential Information”);

unless and to the extent the Confidential Information is lawfully in or lawfully comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by a Party, in which case such information shall no longer be deemed to form part of the Confidential Information.

9.2 Permitted disclosures of Confidential Information

The Subscriber may disclose Confidential Information only:

(i) with the prior written approval of the Issuer (which shall not be unreasonably withheld, delayed or made conditional);

(ii) to the extent required by law (including, but not limited, tax law) or pursuant to a request of a governmental entity (including but not limited to the request of a tax authority in connection with the tax affairs of a Party or its Affiliates) provided that if required by law or pursuant to an order of a governmental entity to disclose any Confidential Information, it shall promptly and if reasonably possible and lawful before disclosure occurs notify the Issuer. The Party required to disclose Confidential Information shall, if reasonably possible and lawful, co-operate with the Issuer with regard to the timing and content of such disclosure, or any action which the Issuer may reasonably elect to challenge such requirement;

(iii) to the extent required for the purpose of fulfilling its obligations under this Agreement;

(iv) to the extent reasonably required to conduct the defense of a claim or to enforce any rights or to exercise any remedies under this Agreement;

(v) to a potential Acceding Holder in the event of a sale of the certificates in accordance with Condition 12 of the T&Cs, but only with respect to the terms of this Agreement, the contents of the T&Cs and the limited partnership agreement of the Issuer (i.e. excluding any other Confidential Information set out above) and provided that before any such disclosure is made, the person to whom such disclosure will be made is informed of the terms of this Clause and instructed to adhere to those terms as if such person were bound by them; and

(vi) to any of a Party’s financiers to the extent required for the financing of the transactions referred to in this Agreement, provided that before any such disclosure is made, such financiers are informed of the terms of this Clause and instructed to adhere to those terms as if they were bound by them.

In the event the Subscriber does not fulfil its payment obligations with respect to the Total Subscription Amount within the timeframes provided for under this Agreement, the Subscriber undertakes to pay to the Issuer, as penalty fees, an amount corresponding to 3.00% of the Certificates Subscription Price and after 30 calendar day of delay, an additional 0.50% Certificates Subscription Price per month of subsequent delay (the “Default Penalty Fee”).

The Parties agree that to the extent the present penalty clause is found to be manifestly excessive by a competent court, the Parties agree that shall be reduced to any amount as the court shall deem reasonable.

The rights and remedies conferred on any party by, or pursuant to this Agreement, are cumulative and except as expressly provided in this Agreement, are in addition to, and not exclusive of, any other rights and remedies available to such Party at law or in equity.

Each Party agrees that monetary damages may not be a sufficient remedy for any breach or threatened breach of this Agreement, and that the other Parties shall be entitled to seek equitable relief, including injection and specific performance, in the event of any such breach or threatened breach without the necessity of posting any bond or other security or provision that monetary damages would be difficult to calculate or be an inadequate remedy.

If any provision of this Agreement is held to be invalid or unenforceable by any judicial or other competent authority, (i) all other provisions of this Agreement will remain in full force and effect and will not in any way be impaired, and (ii) if such provisions of this Agreement would be valid or enforceable if part of the provisions were deleted or amended, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable provided that such modification achieves the original commercial intention of the Parties.

This Agreement constitutes the whole agreement between the parties relation to the subject matter of this agreement to the exclusion of any terms implied by law that may be excluded by contract. This Agreement supersedes and extinguishes any and all prior discussions, correspondence, negotiations, drafts, arrangements, understandings or agreements in relation to the subject matter of this Agreement.

Any amendments and modifications to this Agreement are subject to the prior written approval of the Parties.

The Parties have expressly agreed to sign this agreement by electronic signatures, within the meaning of the provisions of articles 1322-1 et seq. Of the Luxembourg civil code, through DocuSign services.

The Parties therefore acknowledge and agree that the electronic version of this agreement constitutes an original document and is perfectly valid and enforceable between them. The Parties declare that this agreement and/or its electronic form constitutes literal proof within the meaning of the article 1322-2 of the Luxembourg civil code and has the same evidential value as a written documents on paper and may be validly invoked against them. Each of the Parties acknowledges and agrees that the storage of the original of this agreement signed by means of the DocuSign services satisfies the requirements of durability within the meaning of article 1322-2 of the Luxembourg civil code.

Each of the Parties acknowledges and agrees that the electronic signature solution offered by DocuSign and agreed upon by the parties corresponds to a sufficient degree of reliability to identify the signatories and to guarantee the link between each signature and this agreement.

The Parties therefore agree not to contest the admissibility, enforceability or evidentiary value of the signatures of this agreement.

This Agreement and for the avoidance of any doubt, the power of attorney contained herein, are governed by and shall be construed in accordance with the laws of the Grand Duchy of Luxembourg. The courts of the district of the city of Luxembourg shall have exclusive jurisdiction to hear any dispute or controversy arising out of, or in connection with, this power of attorney.

The remainder of this page is left intentionally blank - signature page follows.

Signature page to the Equity Certificates Subscription Agreement

The Subscriber, represented by its Authorized Signatory (-ies)

The Issuer, VERSO Capital 2 SCSP, duly represented by its general partner VERSO Capital 2 GP S.à r.l.

The Attorney, Verso Management Ltd., for the purpose of the powers granted under Clause 6

SCHEDULE 1

TERMS & CONDITIONS

EQUITY CERTIFICATES OF VERSO CAPITAL 2 SCSP SERIES 209

1. DEFINITIONS

2. THE CERTIFICATES

2.1. Issuance and Payment of the Certificates

Bank: [***]

Holder: [***]

IBAN: [***]

BIC: [***]

Reference: [***]

2.2. Currency and Denomination of the Certificates

2.3. Form and Title of the Certificates

All Certificates shall be issued only in registered form, and the name and address of the Holder of each Certificate shall be entered into the Certificates Register by the Issuer. There should only be one (1) owner per Certificate. Except as expressly required by law, the person in whose name the Certificate stand in the Certificates Register shall be deemed to be the full and undivided owner and record Holder thereof for all purposes.

2.4. Cancellation

All Certificates which are redeemed will be cancelled and may not be reissued or sold.

2.5. No Purchase by Issuer

The Issuer may not purchase any of the Certificates other than by way of a Redemption and immediate cancellation.

2.6. No Rating

The Certificates will not be rated.

3. USE OF PROCEEDS

The Issuer will apply the proceeds of Certificates solely to purchase the Assets. In the case the purchase of the Assets is not executed, the Certificates shall be immediately redeemed by the Issuer, which shall not bear any penalty.

4. THE AGENT

5. EQUITY RETURN AND COSTS

(N x V) – ((N x CSP) + (Administrative Charges + PERF + MF)) = P

N = number of Underlying Shares / Certificates

V = (i) Net Sale Price in case of Redemption in Cash or (ii) Fair Market Value of the

Underlying Shares in case of Redemption in Kind

CSP = the Certificate Subscription Price

PERF = Performance Fee or Carry

MF = Management Fee, if applicable

P = profit

P being the “Equity Return”.

6. EQUITY RETURN CALCULATION

7. RIGHTS AND OBLIGATIONS UNDER THE CERTIFICATES

7.1. Status of the Certificates

The Certificates constitute direct, general, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank:

7.2. Obligations under the Certificates

The Certificates are obligations solely of the Issuer. The Certificates do not represent an interest in, or constitute a liability or other obligation of any kind of any service providers under this Agreement of the Issuer or any of their respective affiliates or any other third person or entity. The Certificates are not, and will not be insured or guaranteed by any service providers under this Agreement or any of their affiliates or any other third person or entity and none of the foregoing assumes or will assume any liability or obligation to the Holders of the Certificates if the Issuer fails to make any payment due in respect of the Certificates.

7.3. Limited Recourse

The Certificates are direct and limited recourse obligations of the Issuer, to any proceeds received in relation to the Assets minus 10% of the capital invested by the Issuer in the Underlying Company (the Limited Recourse Proceeds).

The Issuer’s ability to satisfy its payment obligations under the Certificates and these Terms and Conditions will be wholly dependent upon receipt by it, in full, of payments of amounts payable by the Underlying Company in accordance with the terms thereof.

Other than the Assets tracked by the Certificates and the Limited Recourse Proceeds thereof, the Issuer will have no other funds available to meet its obligations under the Certificates. The Assets and the Limited Recourse Proceeds thereof are the only remedy available to the Holders for the purpose of recovering amounts payable in respect of the Certificates.

Recourse of the Holders shall be limited to the Assets and the Limited Recourse Proceeds thereof, as applied in accordance with these Terms and Conditions. If such Assets and proceeds prove ultimately insufficient (after payment of all claims ranking in priority to amounts due under the Certificates) to pay in full all principal and profits on the Certificates, then the Holders shall have no further recourse against the Issuer or any other person for any shortfall arising or any loss sustained.

Such Assets and Limited Recourse Proceeds shall be deemed to be “ultimately insufficient” at such time when the Issuer certifies to the Holders that (i) no further Assets are available and no further proceeds can be realised therefrom to satisfy any outstanding claims of the Holders, and that (ii) neither Assets nor Limited Recourse Proceeds thereof will reasonably likely be so available thereafter.

In respect of the Certificates, the Holders shall, once the Assets and Limited Recourse Proceeds thereof are deemed to be ultimately insufficient, have thereafter neither further claims against the Issuer nor have recourse to the Issuer or any other person for the loss sustained and their claims together with the relevant Certificates shall be fully extinguished.

Neither the Issuer nor the managers or officers of the Issuer or its General Partner shall be liable for any shortfall arising and the Holders shall not have any further claims against the Issuer or any of its directors or officers.

7.4. Calculations

On each Calculation Date, the Calculation Agent (or the Issuer itself, as the case may be) shall calculate the amounts due and payable on the immediately following Payment Date and the identity of the Holders as at 12:00 pm (UCT) on such date. The person or entity who appears on the Certificates Register at such date and time will be entitled to the relevant payment on the immediately following Payment Date.

8. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer hereby represents and warrants that:

9. COVENANTS OF THE ISSUER

10. PAYMENTS

10.1. General

All payments shall be subject to the condition that if a payment is made to a creditor in breach of these Terms and Conditions, such creditor shall repay the amount so received to the Issuer. The Issuer shall then pay out the moneys so received in the way they were payable in accordance with these Terms and Conditions on the relevant Payment Date. If such repayment is not enforceable, the Issuer is authorized and obliged to make payments in such a way that any over-payments or under-payments made in breach of these Terms and Conditions are set-off by correspondingly decreased or increased payments on the next following Payment Date.

Neither the Issuer nor any party to this Agreement shall incur any liability whatsoever if the Issuer or this third party is unable to effect the transactions contemplated, after using all reasonable efforts, as a result of any such above-mentioned laws, regulations, directives, official interpretations or agreements.

10.2. Business Days

If the date for any payment in respect of any Certificate is not a Business Day, such payment shall be made on the following Business Day and shall not bear any interest due to such delay.

10.3. Proceeds from the Assets

Amounts received in connection with the Assets shall be credited to the Paying Agent Account of the Issuer as determined by the Issuer in accordance with the terms of this Agreement and be applied by the Issuer on the relevant Payment Date in accordance with this Agreement and in the order set forth in this Agreement.

10.4. No Interest on Late Payments

Any amount of principal or Equity Return not paid by the Issuer on a Payment Date shall not bear interest.

10.5. Equity Return - Priority of Payment

Equity Return payments under the Certificates shall be made in the following order of priority (the “Priority of Payments”), subject however to the provisions of Condition 7.3 (Limited Recourse) and only to the extent that there are funds available for the purpose and all payments or provisions of a higher priority that fall due to be paid or provided for on such day have been made in full:

On any Equity Return Payment Date, in each case of due and payable Equity Return under the Certificates,

11. REDEMPTION OF THE CERTIFICATES

11.1. Full Redemption in Kind

A Redemption in Kind may be exercised at the discretion of the Issuer upon a Redemption Event by way of written notice to the Subscriber in the event that no IPO, sale or transfer of the Underlying Shares has occurred by then, whereupon the Issuer shall procure, on a best effort basis and subject to any transfer formalities (contractual and/or statutory as the case may be) applicable to the Underlying Shares by the underlying Company or the jurisdiction governing such Underlying Shares, that the Underlying Shares attributable to the Subscriber are transferred to the Subscriber and registered in the name of the Subscriber by the Underlying Company within ten (10) Business Days from the date of such written notice.

For the avoidance of doubt, a Redemption in Kind is subject to Condition 7.3 (Limited Recourse).

11.2. Full Redemption in Cash

A Redemption in Cash may be exercised, at the discretion of the Issuer upon a Redemption Event, for an amount equal to the sum of:

For the avoidance of doubt, a Redemption in Cash is subject to Condition 7.3 (Limited Recourse).

11.3. Mix of Redemption in Kind and of Redemption in Cash

A Mix of Redemption in Kind and of Redemption in Cash may be exercised, at the discretion of the Issuer, upon a Redemption Event, as follows:

For the avoidance of doubt, a Mix of Redemption in Kind and of Redemption in Cash is subject to Condition 7.3 (Limited Recourse).

11.4. Parallel transactions

Any repayment, cancellation, redemption or default of or under the Assets shall trigger the same operation under the Certificates (by notice to the Holders) and the Issuer shall ensure parallel transactions with regards to the Assets and the Certificates (in proportion of the Certificates owned by each Holder computed on the total Certificate outstanding amount).

11.5. No Redemption at the Option of the Holders

No Holder shall have any right, or privilege to demand, sue for or otherwise bring claims against the Issuer for the purpose of acceleration or redemption of the Certificates or any part thereof.

12. SALE OF THE CERTIFICATES

12.1. Notification to the Issuer

The Holder contemplating to sale or transfer the Certificates, either a part or all, to a third party, shall first notify the Issuer and the Arranger in accordance with the provisions of Condition 15 (“Notices”).

The following information shall be addressed to the Issuer in the notice (the “Transfer Notice”):

For the avoidance of doubt, any sale or transfer of Certificates performed without having been notified to the Issuer in accordance with this Condition 12 shall be void and without any effect towards the Issuer.

12.2. Rights and Obligations of the Issuer upon the Receipt of the Transfer Notice

The Issuer and the Arranger, upon receipt of the Transfer Notice, have, at their discretion, within 30 Business Days (“Transfer Reply Period”):

The Pre-emption, the New Buyer Proposition or the Acceptation shall be notified in accordance with the provisions of Condition 15 (“Notices”) (the “Transfer Reply Notice”).

For the avoidance of doubt, in case of Refusal, the Issuer does not have the obligation to propose a new buyer.

For the avoidance of doubt, in the absence of answer within the Transfer Reply Period, it shall be deemed to be a Refusal.

12.3. Rights and Obligations of the Holder upon Acceptation

The Holder, upon receipt of the Transfer Reply Notice notifying an Acceptation, shall notify the Issuer with the Accession Undertaking duly executed in accordance with the provisions of Condition 15 (“Notices”).

For the avoidance of doubt, the notification to the Issuer of the Accession Undertaking duly executed shall be considered as a condition precedent of the contemplated sale or transfer. The contemplated sale or transfer shall have no effect, whatsoever, towards the Issuer, as long as the Accession Undertaking duly executed has not been notified to the Issuer in accordance with the provisions of Condition 15 (“Notices”).

12.4. Sale and Transfer Fee

For the avoidance of doubt, the Arranger reserves the right to apply a one-off sale and transfer fee amounting to minimum 0.05% of the Certificates Sale or Transfer Price to be paid by the contemplated buyer or transferee to the Paying Agent Account as shall be indicated on the Transfer Reply Notice.

For the avoidance of doubt, the payment of the Sale and Transfer Fee shall be considered as a condition precedent of the contemplated sale or transfer. The contemplated sale or transfer shall have no effect, whatsoever, towards the Issuer, as long as the Sale and Transfer Fee has not been paid to the Paying Agent Account.

13. TAXATION

All payments and/or deliveries in respect of the Certificates made by or on behalf of the Issuer shall be made free and clear of and without any withholding or deduction for any taxes, duties, assessments or governmental charges of whatever nature which may be required to be withheld or deducted.

In that event, the Issuer shall pay such additional amounts as will result in the receipt by the Holders of such amounts as would have been received by them if no such withholding or deduction had been required, except that no such additional amounts shall be payable in respect of any Certificate presented for payment by a Holder which is liable to such taxes, duties, assessments or governmental charges in respect of such Certificate by reason of its having some connection with the Grand Duchy of Luxembourg other than the mere holding of such Certificate.

Notwithstanding any other provision contained herein, any amounts to be paid by the Issuer on the Certificates will be paid net of any deduction or withholding imposed or required pursuant to FATCA, and the Issuer will not be required to pay additional amounts on account of any FATCA Withholding.

14. EVENT OF DEFAULT

14.1. Each of the events or circumstances set out below is an Event of Default:

unless the default is capable of remedy and is remedied by the Issuer or the Underlying Company within ten (10) Business Days of the Issuer or the Underlying Company becoming aware of the failure to comply.

15. NOTICES

All notices regarding the Certificates shall be delivered to

For the Issuer:

VERSO Capital 2 SCSp

c/o VERSO Capital 2 GP S.à r.l.

2, avenue Charles de Gaulle,

L-1653 Luxembourg Grand Duchy of Luxembourg

For the Holders:

VERSO Management Ltd, as Agent

Trident Chambers, Wickhams Cay, P.O. Box 146, Road Town,

Tortola VG1110 British Virgin Islands

c/o Julien MACHOT, Director

16. HOLDERS’ MEETINGS

The provisions of Article 470-13 item 1*, 470-13 second paragraph and Article 470-15 of the Luxembourg law of 10 August 1915 relating to commercial companies, as amended (the “Company Law”) do not apply.

The Holders may constitute a meeting representing together the entire body of Holders (the “Meeting”), created inter alia for the purposes of representation of the common interests of the Holders in accordance with the provisions of the Company Law (save as otherwise stated above).

The Issuer hereby appoints the Agent as representative of the Holders in accordance with the provisions of article 470-4(1) of the Company Law who shall have all the powers provided by article 470-5. of the Company Law (the “Representative(s)”) and the Holders shall not be able to individually exercise the rights attached to their Certificates against the Issuer.

A Meeting may be convened at any time by the Representative(s) or by the General Partner to resolve on the matters required by article 470-13 of the Company Law unless provided otherwise herein. The General Partner must convene a Meeting if Holders representing 5% or more of the total amount of outstanding Certificates so request. Any Meeting will be held in the Grand Duchy of Luxembourg at the venue specified in the convening notice.

Every Holder will have the right to attend and vote at a Meeting in person or by proxy. The voting rights attached to the Certificates are proportional to the portion of the issue they each represent, and carrying at least one vote. A Meeting shall be convened to resolve on the matters required by article 470-13 of the Company Law unless provided otherwise herein.

A Meeting may validly decide on the approval of any protective measures taken in the general interests of the Holders, by a simple majority of the votes cast by the Holders present or represented at the Meeting, provided that, upon first convening a quorum of at least 75% of the total amount of the Certificates outstanding at that time is met. No quorum is required at a reconvened Meeting.

In respect of any other decision, the Meeting may validly decide upon first convening only if the Holders present or represented hold at least 50% of the total amount of the Certificates outstanding at that time. No quorum is required at a reconvened Meeting. The decisions at such Meetings will be passed by a majority consisting of not less than two-thirds of the votes cast by Holders present or represented.

Each Holder shall have the right, during the fifteen (15) days prior to a Meeting, to consult or take copies, or cause an agent to do so on its behalf, of the text of the proposed resolutions and the reports to be presented to the Meeting, at the registered office of the Issuer and, as the case may be, at any other place specified in the convening notice.

The Issuer undertakes to make physical or virtual premises available, provided each Holder may be duly identified and may effectively participate at the Meeting, to the Holders for their Meetings. Should a Meeting be convened all expenses relating thereto shall be borne by the Issuer.

17. SUBSTITUTION OF ISSUER

17.1. General

The Issuer may, at its sole discretion, transfer and assign all obligations (including by operation of law and universal transfer of assets) under these terms and conditions to a new entity who shall agree to assume all such obligations and as a result fully substitute itself in place of the Issuer as debtor in respect of all obligations arising under these Terms and Conditions or in connection with the Certificates (the “New Issuer”) and without novation of these Terms and Conditions, provided that:

Upon fulfilment of the above conditions, the New Issuer shall in every respect substitute for the Issuer and the Issuer shall be released from all its obligations to the Holders as issuer of the Certificates except for the obligations assumed with respect to the substitution.

17.2. Notice to Holders

The New Issuer shall give notice of the substitution to the Holders pursuant to Condition 15 (“Notices”).

17.3. Effect of Substitution

Upon the substitution, each reference to the Issuer in the Terms and Conditions shall from on the effective date of the substitution be deemed to be a reference to the New Issuer and any reference to the country in which the Issuer has its registered office, domicile or residency for tax purposes, as relevant, shall from then on be deemed to be a reference to the country in which the New Issuer has its registered office, domicile or residency for tax purposes, as relevant. The original Issuer shall, effective as of the date of substitution, be fully released of any obligations under these Terms and Conditions and the related Subscription Agreements.

18. RESTRICTIONS ON ISSUANCE AND SALE

19. EXCLUSIVITY

The Subscriber grants to the Arranger the exclusive and non-transferable rights in relation to any financing, negotiation, investment or transaction of any kind with the Underlying Company (the “Exclusivity”). For the avoidance of doubt, during the Exclusivity Period (as defined hereafter), the Subscriber shall not circumvent in any form the Arranger, either directly or through any one of its affiliate, joint venture partners or similar, as to the Underlying Company, for any kind of agreement with and / or in relation to the Underlying Company. Unless otherwise agreed between the Parties, this exclusivity shall be effective as from the date of signature of this Agreement until and including the date that is one (1) year after the Final Redemption Date (the “Exclusivity Period”).

Any breach of the Exclusivity due by the Subscriber or any of its affiliates, joint venture partners or similar shall be compensated by the payment of a fee that would have been due by the Subscriber or any of its affiliates, joint venture partners or similar, due to the Arranger.

20. MISCELLANEOUS

20.1. Place of Performance

Place of performance of the Certificates shall be the Grand Duchy of Luxembourg.

20.2. Partial Invalidity

Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any person or entity, or if the Issuer becomes aware of any omission hereto of any terms which were intended to be included herein, such invalidity, illegality, unenforceability in such jurisdiction or with respect to such person or entity or such omission shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other person or entity hereto. Such invalid, illegal or unenforceable provision or such omission shall be replaced by the Issuer, without the consent of the Holders, with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal, unenforceable or omitted provision.

20.3. Non-Petition

Each of the Holders acknowledges and agrees that until the expiry of two (2) years and one (1) day after the last outstanding Certificate will have been redeemed, none of the Holders nor any party on its behalf shall initiate or join any person in initiating any Insolvency Proceedings in relation to the Issuer, provided that this Condition shall not prevent any Holder from taking any steps against the Issuer which do not amount to the initiation or the threat of initiation of any Insolvency Proceedings in relation to the Issuer or the initiation or threat of initiation of legal proceedings.

20.4. Prescription

Any claims against the Issuer under the Certificates, whether in respect of principal, Equity Return or otherwise, shall become barred by limitation (prescrits) on the tenth anniversary of the Final Redemption Date.

20.5. Liability clause

The strategy manager, as appointed by the Issuer, is responsible for the strategy. No party, including the paying agent, is therefore liable to any party for any loss in connection with the investment, nor for the performance of the strategy. A Holder’s entitlement is limited at all times to the Redemption Amount. In a worst-case scenario, the Redemption Amount may be zero. Holders should be aware that positive performance of the strategy cannot be guaranteed.

21. GOVERNING LAW

The form and content of the Certificates and all of the rights and obligations of the Holders and the Issuer under the Certificates, as well as all other matters arising from or connected with the Certificates shall be governed in all respects by and shall be construed in accordance with the laws of the Grand Duchy of Luxembourg. Articles 470-3 through 470-20 of the Company Law shall apply, except as otherwise set out herein, notably under Condition 16 (Holders’ Meetings).

22. JURISDICTION

The exclusive place of jurisdiction for any action or other legal proceedings arising out of or in connection with the Certificates shall be the courts of the Grand Duchy of Luxembourg. The Issuer and the Holders hereby submit to the jurisdiction of such courts.

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VERSO Capital 2 SCSp duly represented by its general partner VERSO Capital 2 GP S.à r.l., as Issuer

Verso Management Ltd., for the purposes of acknowledging and accepting the powers and responsibilities attributed to it under these Terms and Conditions

APPENDIX

FORM OF ACCESSION UNDERTAKING

To: VERSO Capital 2 SCSp, duly represented by VERSO Capital 2 GP S.à r.l. (the “Issuer”)

From: [**] (the “Subscriber”)

THIS ACCESSION UNDERTAKING is made on [**] by the Subscriber (the “Acceding Holder”) in relation to the equity certificates subscription agreement (the “Agreement”) between, VERSO Capital 2 SCSP, a Luxembourg special limited partnership (société en commandite spéciale) with registered office at 2, avenue Charles de Gaulle, L 1653 Luxembourg, Grand Duchy of Luxembourg, in the process of registration with the Luxembourg Register of Commerce and Companies duly represented by its general partner VERSO Capital 2 GP S.à r.l., a private limited liability company (société à responsabilité limitée) established under the laws of the Grand Duchy of Luxembourg, with registered office at 2, avenue Charles de Gaulle, L 1653 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Trade and Companies under number B290857 and [Selling Subscriber]. Terms defined in the Agreement shall, unless otherwise defined in this Accession Undertaking, bear the same meanings when used in this Accession Undertaking.

In consideration of the Acceding Holder being accepted as a Holder for the purposes of the Agreement, the Acceding Holder confirms that, as from the date of the present Agreement, it

- intends to be party to the Agreement as a Holder, and

- undertakes to perform all the obligations expressed in the Agreement to be assumed by a Holder, and

- agrees that it shall be bound by all the provisions of the Agreement, as if it had been an original party to the Agreement.

This Accession Undertaking and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Grand Duchy of Luxembourg. This Accession Undertaking has been entered into on the date stated above and is delivered on the date stated above.

[**]

Signature:

Name:
Title:

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION

OF

JET.AI INC.

a Delaware corporation

Pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), Jet.AI Inc., a corporation organized and existing under the DGCL (the “Corporation”), hereby certifies as follows:

A. On March 9, 2026, the Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the following amendment (the “Amendment”) to the Corporation’s Certificate of Incorporation, as amended (the “Certificate”).

B. Section 1.3 of Article IV of the Certificate is hereby amended and restated in its entirety to read as follows:

1.3 Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of this Certificate of Amendment to the Certificate of Incorporation, as amended, of the Corporation, each two hundred (200) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash in lieu of such fractional share interests. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

C. This Amendment to the Certificate has been duly approved and adopted in accordance with the provisions of Section 242 of the DGCL.

D. This Amendment to the Certificate shall be effective as of April 8, 2026, at 12:01 a.m. E.T.

[Signature Page Follows]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by its duly authorized officer of the Corporation on this 7th day of April, 2026.

[Certificate of Amendment to Certificate of Incorporation]

Exhibit 99.1

Jet.AI Inc. Announces Reverse Stock Split

LAS VEGAS, NV, April 06, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), today announced that it has determined to effect a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-200. The reverse stock split is expected to take effect before markets open on Wednesday, April 8, 2026. The Company’s common stock will continue to be traded on the Nasdaq Capital Market under the symbol “JTAI” and will begin trading on a split-adjusted basis when the market opens on Wednesday, April 8, 2026. The new CUSIP number for the Company’s common stock following the reverse stock split will be 47714H407. As of April 6, 2026, the Company has 129,362,471 shares of common stock issued and outstanding. Following the reverse stock split, the Company expects to have approximately 646,812 shares of common stock issued and outstanding.

The reverse stock split is intended to enable the Company to achieve several important corporate objectives, including enabling the Company to maintain compliance with the minimum bid price requirement under Nasdaq’s continued listing criteria and making additional shares of common stock available for future issuance.

At the effective time of the reverse stock split, every 200 shares of the Company’s issued and outstanding common stock will be converted automatically into one issued and outstanding share of common stock without any change in the par value per share. Stockholders holding shares through a brokerage account will have their shares automatically adjusted to reflect the 1-for-200 reverse stock split. The reverse split will not result in any change in the par value per share or the total number of authorized shares of common stock.

The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the reverse stock split would result in a stockholder owning a fractional share. No fractional shares will be issued in connection with the reverse stock split. Stockholders of record otherwise entitled to receive a fractional shares as a result of the reverse stock split will receive a cash payment in lieu of such fractional share. Proportional adjustments will be made to the number of shares of the Company’s common stock issuable upon exercise or conversion of the Company’s equity awards, convertible preferred stock and warrants, as well as the applicable exercise or conversion price. Stockholders with shares in brokerage accounts should direct any questions concerning the reverse stock split to their broker; all other stockholders may direct questions to the Company’s transfer agent, Continental Stock Transfer & Trust Company.

About Jet.AI

Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and 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”.

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. 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. 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.

Jet.AI Investor Relations:

Gateway Group, Inc.

949-574-3860

Jet.AI@gateway-grp.com

Exhibit 99.2

Jet.AI Announces $5 Million SPV Economic Interest in xAI (SpaceX)

LAS VEGAS, NV, April 08, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced a $5 million strategic investment intended to provide an economic interest in SpaceX and its related subsidiaries, including but not limited to x.AI / Grok, Starlink, and X / Twitter. The investment was made through a Special Purpose Vehicle (“SPV”) that held equity in xAI, prior to x.AI’s recent acquisition by SpaceX.

The investment is intended to reinforce Jet.AI’s strategic pivot toward AI infrastructure and to gain economic exposure into SpaceX and xAI’s potential performance and growth. Beyond xAI’s focus on data centers and AI systems like Grok, SpaceX is working to reduce the cost of sending cargo to space, to make an orbiting solar-powered data center a realistic and cost-efficient possibility. Jet.AI believes exposure to and economic interest in SpaceX and xAI’s technology and development trajectory aligns with Jet.AI’s long-term focus on and pivot towards high-performance AI systems and infrastructure. The Company also believes this investment may provide a potential liquidity event involving SpaceX, such as a public offering.

SpaceX Prospective IPO Size and Valuation

It has been widely reported that SpaceX has confidentially filed for an initial public offering (IPO) with the SEC, setting the stage for what could be the largest IPO in history.

Third party reports indicate the company is targeting a valuation of $1.75 trillion to more than $2 trillion at listing. This would represent a sharp increase from its ~$800 billion private valuation in late 2025 and the $1.25 trillion combined valuation after its merger with xAI in early 2026.

Market speculation is that the IPO would be expected to raise as much as $75 billion in new capital (with some earlier estimates around $50 billion). This would dwarf the current record holder, Saudi Aramco’s $29.4 billion IPO in 2019.

Prospective Timeline

These details remain fluid - final pricing, exact size, and timing will depend on investor demand, market conditions, and regulatory review.

About Jet.AI

Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and 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”.

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. 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. 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.

Jet.AI Investor Relations:

Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com