As filed with the Securities and Exchange Commission on September 29, 2023.

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

____________________________

AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

____________________________

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

____________________________

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:

____________________________

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.

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.

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.

TABLE OF CONTENTS

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.

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.

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.

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.

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 June 30, 2023, a decrease in demand for private aviation services impacted our operations resulting in a 33% decrease in revenues compared to the three months ended June 30, 2022. During the six months ended June 30, 2023, a decrease in demand for private aviation services impacted our operations resulting in a 53% decrease in revenues compared to the six months ended June 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 six months ended June 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

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.

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, which is currently our only aircraft, as well any other aircraft we acquire, in the future, including the Cirrus SF50 Vision Jet we plan to acquire with a portion of the net proceeds of this offering. 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

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 June 30, 2023, we had $365,665 of property and equipment and capitalized software, net of accumulated depreciation, of which $145,558 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

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

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 43% of our Flewber Luxe bookings from January 1, 2022 through June 30, 2023. Additionally, during the three months ended June 30, 2023, we experienced a 33% decrease in revenues compared to the three months ended June 30, 2022, and during the six months ended June 30, 2023, we experienced a 53% decrease in revenues compared to the six months ended June 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

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

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 by our customers.

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.

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.

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.

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 six months ended June 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 June 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.

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.

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.

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

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.

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. We expect to acquire the Cirrus Jet on or before October 13, 2023. 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.

Risks Related to Our Securities and This Offering

There is no existing market for our shares of common stock or Investor Warrants 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 Units.

Prior to this offering, there has not been a public market for our shares of common stock or Investor Warrants. We cannot assure you that an active trading market for our common stock or the Investor Warrants 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 or the Investor Warrants quickly or at the market price if trading in our common stock or the Investor Warrants is not active. The initial public offering price of the Units will be determined by negotiations between us and the underwriters and may not be indicative of the prices for shares of our common stock or the Investor Warrants 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 or the Investor Warrants at prices equal to or greater than the price you are paying in this offering.

The market prices of the shares of common stock or Investor Warrants 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 or Investor Warrants. The initial public offering price of the Units 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 or the Investor Warrants following this offering. In addition, the trading prices of our common stock and the Investor Warrants are likely to be volatile. This volatility may prevent you from being able to sell your shares of common stock or the Investor Warrants at or above the price you paid in this offering. The market price of our shares of common stock or Investor Warrants 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;

•        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 or the Investor Warrants 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 and Investor Warrants.

In addition to the risks addressed above in “— The market prices of the shares of common stock or Investor Warrants may be volatile, and you could lose all or part of your investment,” our common stock or Investor Warrants 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 or Investor Warrants, which may cause the price of our common stock or Investor Warrants to deviate, potentially significantly, from a price that better reflects the underlying performance of our business. Should our common stock or Investor Warrants 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 or Investor Warrants. In addition, investors of shares of our common stock or Investor Warrants may experience losses, which may be material, if the price of our common stock or Investor Warrants declines after this offering or if such investors purchase shares of our common stock or Investors Warrants 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 and the Investor Warrants 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 and the Investor Warrants 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 and the Investor Warrants 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 and the Investor Warrants could decrease, which could cause the price of our common stock and the Investor Warrant, 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 10,520,583 outstanding shares of common stock, based on the number of shares outstanding as of September 28, 2023 and an assumed initial public offering price of $4.50, the mid-point of the range set forth on the cover of this prospectus, that may be sold after the expiration of lock-up agreements at least one hundred eighty (180) days in the case of directors, officers and our stockholders holding five percent (5%) or more of our common stock, or ninety (90) days, one hundred twenty (120) days and one hundred eighty (180) days, as applicable, in the case of Bridge Note holders, following the closing of this offering, unless held by an affiliate of ours, 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 Nasdaq, our shares of common stock and the Investor Warrants may not be listed or may be delisted, which could negatively impact the price of our common stock and the Investor Warrants and your ability to sell them.

We have reserved the symbols “FLAI” and “FLAIW” with the Nasdaq Capital Market and have applied to list our shares of common stock and the Investor Warrants for trading on Nasdaq under those symbols, respectively. We cannot guarantee that our shares of common stock or the Investor Warrants will be approved for listing on Nasdaq; however, we will not complete this offering unless our shares of common stock and the Investor Warrants are so listed. Even if our shares of common stock and the Investor Warrants are listed on Nasdaq, we cannot assure you that our common stock or the Investor Warrants will continue to be listed on Nasdaq.

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

If Nasdaq does not list our common stock and the Investor Warrants, or subsequently delists our common stock or the Investor Warrants from trading, we could face significant consequences, including:

•        a limited availability for market quotations for our common stock and/or the Investor Warrants;

•        reduced liquidity with respect to our common stock and/or the Investor Warrants;

•        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 Nasdaq 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.

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, 54.68% 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.

The Investor Warrants offered by this prospectus may not have any value.

The Investor Warrants offered by this prospectus will be exercisable for five years from the date of initial issuance at an initial exercise price of $             per share (which shall be equal to 115% of the initial public offering price per Unit). There can be no assurance that the market for shares of our common stock will ever equal or exceed the exercise price of the Investor Warrants. In the event that the price per share of our common stock does not exceed the exercise price of the Investor Warrants during the period when the Investor Warrants are exercisable, the Investor Warrants may not have any value.

An Investor Warrant does not entitle the holder to any rights as a holder of our shares of common stock until the holder exercises the Investor Warrant for a share of common stock.

Until you acquire shares of common stock upon exercise of your Investor Warrants, your Investor Warrants will not provide you any rights as a holder of common stock. Upon exercise of your Investor Warrants, you will be entitled to exercise the rights of a holder of common stock only as to matters for which the record date occurs on or after the exercise date.

Since the Investor Warrants are executory contracts, they may have no value in a bankruptcy or reorganization proceeding.

In the event a bankruptcy or reorganization proceeding is commenced by or against us, a bankruptcy court may hold that any unexercised Investor Warrants are executory contracts that are subject to rejection by us with the approval of the bankruptcy court. As a result, holders of the Investor Warrants may, even if we have sufficient funds, not be entitled to receive any consideration for their Investor Warrants or may receive an amount less than they would be entitled to if they had exercised their Investor Warrants prior to the commencement of any such bankruptcy or reorganization proceeding.

Our outstanding Investor Warrants may have an adverse effect on the market price of our common stock and make it more difficult to effect a business combination.

We will be issuing Investor Warrants to purchase shares of common stock as part of this offering. To the extent we issue shares of common stock to effect a future business combination, the potential for the issuance of a substantial number of additional shares upon exercise of these Investor Warrants could make us a less attractive acquisition vehicle in the eyes of a target business. Such securities, when exercised, will increase the number of issued and outstanding shares

of common stock and reduce the value of the shares issued to complete the business combination. Accordingly, our Investor Warrants may make it more difficult to effectuate a business combination or increase the cost of acquiring a target business. Additionally, the sale, or even the possibility of sale, of the shares of common stock underlying the Investor Warrants could have an adverse effect on the market price for our securities or on our ability to obtain future financing. If and to the extent these warrants are exercised, you may experience dilution to your holdings.

The Investors Warrants designate the state and federal courts sitting in the City of New York, Borough of Manhattan as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of the Investor Warrants, which could limit the ability of the holders of the Investor Warrants to obtain a favorable judicial forum for disputes with our Company.

The Investor Warrants provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Investor Warrants, will be brought and enforced in the state and federal courts sitting in the City of New York, Borough of Manhattan, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, these provisions of the Investor Warrants will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

Any person or entity purchasing or otherwise acquiring any interest in Investor Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Investor Warrants. If any action, the subject matter of which is within the scope the forum provisions of the Investor Warrants, is filed in a court other than a court of the state and federal courts sitting in the City of New York, Borough of Manhattan (a “foreign action”) in the name of any holder of the Investor Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such holder of an Investor Warrant in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holder.

This choice-of-forum provision may limit the holder of an Investment Warrant’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Investor Warrants inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

By purchasing Units in this offering, you are bound by the fee-shifting provision contained in the Investor Warrants forming part of the Units, which may discourage you to pursue actions against us and could discourage stockholder lawsuits that might otherwise benefit the Company and its stockholders.

Section 5(e) of the Investor Warrants provides that “if either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party in such action, suit, or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation, and prosecution of such action or proceeding.”

The phrase “attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding” means the fees and expenses of counsel to the Company and any other parties asserting a claim subject to Section 5(e) of the Investor Warrants, which may include printing, photocopying, duplicating and other expenses, air freight charges, fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding.

We adopted the fee-shifting provision to eliminate or decrease nuisance and frivolous litigation. We intend to apply the fee-shifting provision broadly to all actions except for claims brought under the Exchange Act and Securities Act.

There is no set level of recovery required to be met by a plaintiff to avoid payment under this provision. Instead, whoever is the prevailing party is entitled to recover the reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. Any party who brings an action, and the party against

whom such action is brought under Section 5(e) of Investor Warrants, which could include, but is not limited to former and current stockholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, are subject to this provision. Additionally, any party who brings an action, and the party against whom such action is brought under Section 5(e) of the Investor Warrants, which could include, but is not limited to former and current stockholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, would be able to recover fees under this provision.

In the event you initiate or assert a claim against us, in accordance with the dispute resolution provisions contained in Section 5(e) of the Investor Warrants, and you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred in connection with such claim, including, but not limited to, reasonable attorney’s fees and expenses and costs of appeal, if any. Additionally, this provision in Section 5(e) of the Investor Warrants could discourage stockholder lawsuits that might otherwise benefit the Company and its stockholders.

THE FEE SHIFTING PROVISION CONTAINED IN SECTION 5(e) OF THE INVESTOR WARRANTS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMMON STOCK OF THE COMPANY’S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE SHIFTING PROVISION CONTAINED IN THE INVESTOR WARRANTS DOES NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES ACT.

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.

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 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 and the Investor Warrants 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 of common stock included as part of the Units.

If you purchase our securities sold in this offering, you will experience substantial and immediate dilution in the pro forma net tangible book value per share of common stock included as part of the Units after giving effect to this offering of $3.98 per share based on an assumed initial public offering price of $4.50 per Unit, which is the midpoint of the initial public offering price 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 of the common stock included in the Units that you acquire. You will experience additional dilution upon exercise of the outstanding stock options and warrants (including Investor Warrants and 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

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. 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.

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 2018, as a result of the incorporation of our wholly-owned subsidiary, Flewber Inc., in August 2018, 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 share, 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.

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 through September 28, 2023 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.

By the end of 2023, 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, 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 we plan to acquire and as discussed below, 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. 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.

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. 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 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.

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

Revenue

Revenue decreased by $316,051, or 33%, to $644,607 from $960,658 for the three months ended June 30, 2023 compared to the three months ended June 30, 2022. This decrease in revenue was primarily due to our repeat customers not booking as many flights during the three months ended June 30, 2023 compared to the three months ended June 30, 2022. We believe this was a result of a decline in the overall demand for private aviation services. We further 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. The revenue was generated substantially all on Flewber Luxe from bookings of flights utilizing our third-party aircraft operator’s aircraft. In the three months ended June 30, 2023 and the three months ended June 30, 2022, all flights were provided using third-party aircraft operators.

In the three months ended June 30, 2023, our product mix ratio was approximately 8% from small and light jets, 30% from mid-size and super mid-size jets, and 62% from heavy and ultra long-range jets. In the three months ended June 30, 2022, our product mix ratio was approximately 36% from small and light jets, 27% from mid-size and super mid-size jets, and 37% from heavy and ultra long-range jets. The total nautical miles flown in the three months ended June 30, 2023 was 18,058 compared to 29,387 flown in the three months ended June 30, 2022. Product mix is not correlated in any meaningful or predictable way with our operating results since material changes in revenue are primarily driven by the total number of flights and nautical miles flown in each period and product mix is entirely driven by our customers’ preferences and is not controlled by management. Based on these factors, product mix is not a key metric utilized by management.

Our revenue decreased by 33% in the three months ended June 30,2023 compared to the three months ended June 30, 2022, of which approximately 39% of the decrease was due to a decrease in nautical miles flown in the three months ended 2023 and approximately 61% of the decrease was due to pricing fluctuations based on the specific third-party aircraft operators that were used. The difference in average revenue per nautical mile flown in each period is solely based on the bookings made by our customers and the third-party aircraft operator that is used and will therefore not follow a specific trend from period to period.

The operating metrics associated with flight legs and nautical miles is provided in the following table:

Cost of Revenue

Cost of revenue decreased by $276,151, or 35%, to $512,159 from $788,310 for the three months ended June 30, 2023, compared to the three months ended June 30, 2022. This decrease in cost of revenue corresponded to our decrease in revenue. Our cost of revenue as a percentage of revenue during the three months ended June 30, 2023, has decreased compared to the three months ended June 30, 2022, as we have been able to increase our margins during the three months ended June 30, 2023, compared to the three months ended June 30, 2022. There has been a trend of higher aircraft operator costs which may impact our short-term and long-term margins and profitability. We do not expect a degradation in margins for the three months ended September 30, 2023 based on our assessment that the market for private aviation services is currently increasing and, therefore, we will not need 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 September 30, 2023, will be at or above our margins from the three months ended June 30, 2023.

Other Operating Expenses

Sales and Marketing

Sales and marketing expenses decreased by $39,772, or 91%, to $3,910 from $43,682 for the three months ended June 30, 2023, compared to the three months ended June 30, 2022. The decrease was primarily attributable to a decrease in budgeted sales and marketing activities as the Company focused on conserving cash during the three months ended June 30, 2023, in anticipation of completing its initial public offering subsequent to June 30, 2023.

General and Administrative

General and administrative expenses decreased by $251,487, or 30%, to $579,426 from $830,913 for the three months ended June 30, 2023, compared to the three months ended June 30, 2022. This decline was attributable to a decrease of $175,364 in equity-based compensation along with a decrease of $76,123 in other general and administrative expenses as the Company focused on conserving cash during the three months ended June 30, 2023, in anticipation of completing its initial public offering subsequent to June 30, 2023.

Depreciation and Amortization

Depreciation and amortization expenses remained the same at $39,242 for the three months ended June 30, 2023 and 2022.

Other Income

During the three months ended June 30, 2023, the Company generated other income of $30,000 from subleased office space. During the three months ended June 30, 2022, the Company generated other income of $36,500 from subleased office space.

Interest Expense

Interest expense increased by $23,711, or 5,988%, to $24,107 from $396 for the three months ended June 30, 2023, compared to the three months ended June 30, 2022. The increase in interest expense was primarily attributable to interest recorded on related party loans and bridge notes.

Results for the Six Months ended June 30, 2023 and 2022:

Revenue

Revenue decreased by $1,312,693, or 53%, to $1,143,029 from $2,455,722 for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This decrease in revenue was primarily due to our repeat customers not booking as many flights during the six months ended June 30, 2023 compared to the six months ended June 30, 2022. We believe this was as a result of a decline in the overall demand for private aviation services. We further 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. The revenue was generated substantially all on Flewber Luxe from bookings of flights utilizing our third-party aircraft operator’s aircraft. In the six months ended June 30, 2023 and the six months ended June 30, 2022, all flights were provided using third-party aircraft operators.

In the six months ended June 30, 2023, our product mix ratio was approximately 9% from small and light jets, 21% from mid-size and super mid-size jets, and 70% from heavy and ultra long-range jets. In the six months ended June 30, 2022, our product mix ratio was approximately 24% from small and light jets, 29% from mid-size and super mid-size jets, and 47% from heavy and ultra long-range jets. The total nautical miles flown in the six months ended June 30, 2023 was 115,317 compared to 144,831 flown in the six months ended June 30, 2022. Product mix is not correlated in any meaningful or predictable way with our operating results since material changes in revenue are primarily driven by the total number of flights and nautical miles flown in each period and product mix is entirely driven by our customers’ preferences and is not controlled by management. Based on these factors, product mix is not a key metric utilized by management.

Our revenue decreased by 53% in the six months ended June 30, 2023 compared to the six months ended June 30, 2022, of which approximately 39% of the decrease was due to a decrease in nautical miles flown in the six months ended June 30, 2023 and approximately 61% of the decrease was due to pricing fluctuations based on the specific third-party aircraft operators that were used. The difference in average revenue per nautical mile flown in each period is solely based on the bookings made by our customers and the third-party aircraft operator that is used and will therefore not follow a specific trend from period to period.

The operating metrics associated with flight legs and nautical miles is provided in the following table:

Cost of Revenue

Cost of revenue decreased by $1,055,045, or 53%, to $923,132 from $1,978,177 for the six months ended June 30, 2023 compared to the six months ended June 30, 2022. This decrease in cost of revenue corresponded to our decrease in revenue. Our cost of revenue as a percentage of revenue during the six months ended June 30, 2023, has remained consistent with the six months ended June 30, 2022, as we have been able to increase our margins during the six months ended June 30, 2023, compared to the six months ended June 30, 2022. During the six months ended June 30, 2023, our cost of revenue had increased as a percentage of revenue compared to the six months ended June 30, 2022, due to higher third-party aircraft operator costs and our decision to not pass on the entire increase in our cost of revenue to our customers to remain competitive with other private aviation service providers. There has been a trend of higher aircraft operator costs which may impact our short-term and long-term margins and profitability. We do not expect a degradation in margins for the three months ended September 30, 2023 based on our assessment that the market for private aviation services is currently increasing and, therefore, we will not need 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 September 30, 2023, will be at or above our margins from the three months ended June 30, 2023.

Other Operating Expenses

Sales and Marketing

Sales and marketing expenses decreased by $75,492, or 92%, to $6,207 from $81,699 for the six months ended June 30, 2023, compared to the six months ended June 30, 2022. The decrease was primarily attributable to a decrease in budgeted sales and marketing activities as the Company focused on conserving cash during the six months ended June 30, 2023, in anticipation of completing its initial public offering subsequent to June 30, 2023.

General and Administrative

General and administrative expenses decreased by $687,423, or 38%, to $1,125,231 from $1,812,654 for the six months ended June 30, 2023, compared to the six months ended June 30, 2022. This decline was attributable to a decrease of $382,406 in equity-based compensation along with a decrease of $305,017 in other general and administrative expenses as the Company focused on conserving cash during the six months ended June 30, 2023, in anticipation of completing its initial public offering subsequent to June 30, 2023.

Depreciation and Amortization

Depreciation and amortization expenses increased by $1,818, or 2%, to $78,484 from $76,666 for the six months ended June 30, 2023, compared to the six months ended June 30, 2022. The increase in depreciation and amortization expense was attributable to the purchase of capitalized software in the amount of $3,000 during the six months ended June 30, 2023, resulting in a minimal increase in corresponding depreciation and amortization.

Other Income

During the year ended December 31, 2022, the Company generated other income of $273,818 comprised of $145,000 from a settlement agreement, $126,500 from subleased office space and $2,318 from credit card credits. During the year ended December 31, 2021, the Company generated other income of $26,392 from subleased office.

Interest Expense

Interest expense increased by $70,850, or 1008%, to $77,882 from $7,032 for the year ended December 31, 2022, compared to the year ended December 31, 2021. The increase in interest expense was primarily attributable to interest of $73,792 recorded, for the year ended December 31, 2022, on related party loans that was incurred on a retroactive basis, as a result of our agreement in December 2022 to pay interest, at a rate of 3.7% per annum, on the outstanding principal balance of loans provided by our Chief Executive Officer from January 2019.

Liquidity and Capital Resources

Overview

Our principal uses of cash since our inception have been to fund its operations, maintain sufficient working capital, settle lease obligations, fund capital expenditures, and for general corporate purposes. Our principal sources of liquidity have historically consisted of financing activities and related party loans. Since inception, there have been periods where we have maintained a working capital deficit, in which our current liabilities exceed our current assets. Most recently this has occurred due to the recognition of lease liabilities on our balance sheet corresponding to future office space lease payments payable in the next twelve months.

We believe factors that could affect our liquidity include our revenue growth rate, the addition of new domestic routes, international expansion, changes in demand for our services, competitive pricing pressures, the timing and extent of spending on sales and marketing activities, software platform development and other growth initiatives, and overall economic conditions. As a consequence of our intention to become a publicly listed company, we will need to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company for, among other things, directors’ and officers’ liability insurance, director fees and additional internal and external accounting and legal and administrative resources, including increased audit and legal fees.

To the extent that our liquidity is insufficient to fund future activities, we may need to raise additional funds. In the future, we may attempt to raise additional capital through the sale of equity securities or through debt financing arrangements. If we raise additional funds by issuing equity securities, the ownership of existing shareholders will be diluted. The incurrence of debt financing would result in debt service obligations, and any future instruments governing such debt could provide for operating and financing covenants that could restrict our operations. In the event that additional funds are required from outside sources, we may not be able to raise it on terms acceptable to us or at all.

We have incurred negative cash flows from operating activities and significant losses from operations in the past. As of June 30, 2023, the Company had $114,248 of cash and as of December 31, 2022, the Company had $152,409 of cash. We will require additional financing to meet our projected operating costs, working capital and capital expenditure requirements for the next twelve months. If we are unable to raise additional capital or generate cash flows necessary to maintain and expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm its business, results of operations and financial condition. If adequate funds are not available, we may need to reconsider our growth plans, which could have a material adverse impact on our business prospects and results of operations.

Cash Flows

Cash Flow from Operating Activities

Net cash used by operating activities for the six months ended June 30, 2023, was $717,688 and consisted of our net loss, net of non-cash items of $92,078, an increase in net operating liabilities of $300,668 and an increase in net operating assets of $141,535.

Net cash used by operating activities for the six months ended June 30, 2022, was $922,688 and consisted of our net loss, net of non-cash items of $472,667, an increase in net operating liabilities of $46,365 and a decrease in net operating assets of $15,650.

Cash Flow from Investing Activities

Net cash used in investing activities for the six months ended June 30, 2023 was $3,000.

Our capital spending for the next twelve months will be dependent on the net cash received from our financing activities.

Net cash used in investing activities for the six months ended June 30, 2022, was $181,397 which was attributable to capital expenditures, including the purchase of a vehicle in the amount of $109,047 and $72,000 of software platform development costs.

Cash Flow from Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2023, was $682,527 and consisted of $640,000 received from the issuance of Bridge Notes and $50,000 received as a related party loan, offset by $7,082 in repayments of loans and $391 in repayments of an SBA loan.

Net cash provided by financing activities for the six months ended June 30, 2022, was $416,022 and consisted of $327,000 received from the issuance of shares of common stock, $99,047 received from loans, offset by $7,022 in repayments of related party loans and $1,866 in repayments of an SBA loan.

Cash Flow from Operating Activities

Net cash used by operating activities for the year ended December 31, 2022, was $1,523,338 and consisted of our net loss, net of non-cash items of $(584,467), an increase in net operating liabilities of $398,015 and a decrease in net operating assets of $80,051.

Net cash used by operating activities for the year ended December 31, 2021, was $967,537 and consisted of our net loss, net of non-cash items of $1,122,189, a decrease in net operating liabilities of $40,344 and an increase in net operating assets of $37,495.

Cash Flow from Investing Activities

Net cash used in investing activities for the year ended December 31, 2022 was $230,070 which was attributable to capital expenditures, including the purchase of a vehicle in the amount of $109,047 and $120,000 of software platform development costs.

Our capital spending for the next twelve months will be dependent on the net cash received from our financing activities.

Net cash used in investing activities for the year ended December 31, 2021, was $230,793 which was attributable to capital expenditures, including the purchase of office furniture and leasehold improvements in the amount of $167,793 and increased software platform costs of $63,000.

Cash Flow from Financing Activities

Net cash provided by financing activities for the year ended December 31, 2022, was $731,864 and consisted of $484,500 received from the issuance of shares of common stock, $175,000 received from the issuance of Bridge Notes, $99,047 received from loans, offset by $8,053 in repayments of loans, $14,898 in repayments of related party loans and $3,732 in repayments of an SBA loan.

Net cash provided by financing activities for the year ended December 31, 2021, was $2,341,403 and consisted of $2,667,750 received from the issuance of shares of common stock, offset by $324,627 in repayments of related party loans and $1,720 in repayments of an SBA loan.

Contractual Obligations and Commitments

Our principal commitments consist of contractual cash obligations under our operating leases for office space, and operational facilities, including aircraft hangars. For further information on our leases see Note 6, Commitments of the Notes to Consolidated Financial Statements included herein.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of our operations is based on our consolidated financial statements and accompanying notes, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain amounts included in or affecting the consolidated financial statements and related disclosure must be estimated, requiring management to make assumptions with respect to values or conditions which cannot be known with certainty at the time the consolidated financial statements are prepared. Management believes that the accounting policies set forth below comprise the most important “critical accounting policies” for us. A “critical accounting policy” is one which is both important to the portrayal of our financial condition and results of operations and that involves difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Management evaluates such policies on an ongoing basis, based upon historical results and experience, consultation with experts and other methods that management considers reasonable in the particular circumstances under which the judgments and estimates are made, as well as management’s forecasts as to the manner in which such circumstances may change in the future.

Revenue Recognition

Revenue is derived from flights provided to customers. We determine revenue recognition through the following steps:

•        identification of the contract, or contracts, with a customer;

•        identification of the performance obligations in the contract;

•        determination of the transaction price;

•        allocation of the transaction price to the performance obligations in the contract; and

•        recognition of revenue when, or as, a performance obligation is satisfied.

We account for a contract when the customer has agreed to receive the performance obligations, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable.

Deferred revenue is an obligation to transfer services to a customer for which we have already received consideration. Upon receipt of a prepayment from a customer for all or a portion of the transaction price, we initially recognize a contract liability. The contract liability is settled, and revenue is recognized, when we satisfy our performance obligation to the customer at a future date. Changes in our deferred revenue balance is based entirely on the timing of our customers’ future flights as flights that will take place shortly after a financial statement period end will lead to a higher deferred revenue balance compared to periods where there may not be any or few flights taking place shortly after a financial statement period end.

Revenue is recognized when control of the promised service is transferred to our customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. The Company utilized registered independent third-party aircraft operators in the performance of all of its flights in 2022 and 2021. We evaluate whether there is a promise to transfer services to the customer, as the principal, or to arrange for services to be provided by another party, as the agent, using a control model. The nature of the flight services we provide to customers is similar regardless of which third-party aircraft operators is involved. We direct third-party aircraft operators to provide an aircraft to a customer. Based on evaluation of the control model, it was determined that we act as the principal rather than the agent within all revenue arrangements, as we have the authority to direct the key components of the service on behalf of the customer regardless of which third-party is used. The Company also bears all costs, risks and liabilities associated with the services provided by third-party aircraft operators such that if a customer does not pay the Company or a customer cancels their flight booking, the Company may still be required to pay the third-party aircraft operator as per the terms and conditions between the Company and the third-party aircraft operator. In addition, if a third-party aircraft operator cancels or is unable to perform the flight services, the Company is required to arrange for another aircraft for the customer. Since we have primary responsibility to fulfill the performance obligation, the revenue and the associated costs are reported on a gross basis in the consolidated statements of operations.

Flights along with the related costs of the flights are earned and recognized as revenue at the point in time in which the service is provided. We generally do not issue refunds for flights unless there is a failure to meet our service obligations. For roundtrip flights, revenue is recognized upon arrival at the destination for each flight segment.

Evaluation of Long-Lived Assets for Impairment

We evaluate our long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure the recoverability of the asset by comparing the carrying amount of such assets to the future undiscounted cash flows it expects the asset to generate. If we consider the asset to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. No impairment was deemed necessary at June 30, 2023 and 2022.

Equity-Based Compensation

The Company issues equity-based compensation awards to employees and consultants, including unrestricted and restricted stock grants per employment or consulting agreements, and stock options under the Company’s stock option plan. Equity-based compensation awards are measured on the date of grant based on the estimated fair value of the respective award and the resulting compensation expense is recognized over the required service period of the respective award. For performance-based awards such as restricted stock grants, the grant date fair value of the award is expensed over the vesting period when the performance condition is considered probable of being achieved.

Recent Accounting Pronouncements

For further information on recent accounting pronouncements, see notes to our financial statements included herein.

BUSINESS

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 2018, as a result of the incorporation of our wholly-owned subsidiary, Flewber Inc., in August 2018, 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 share, 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, LLC (“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.

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 through September 28, 2023 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.

Booking Process Compared to Land-Based Ride Share Services

By the end of 2023, we plan to bring to private air travel a 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, 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 2023, 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 2023, 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 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 Vision Jet we plan to acquire and as discussed below, we believe that we will be able to compete directly with aircraft operators focused on entry into the nascent UAM market and RAM, 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. 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.

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.

History of Our Business with Third-Party Aircraft Operators

Since our inception, we have contracted with 131 different third-party aircraft operators. During the six months ended June 30, 2023, and 2022, we utilized 21 and 48 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 68 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.

The Impact of COVID-19

In March of 2020, COVID-19 was declared a pandemic by the World Health Organization (“W.H.O.”). This pandemic declaration led to the implementation of significant and long lasting, government-imposed measures to prevent or reduce its spread, including travel restrictions. As a result of these measures being implemented, we planned for a subsequent decrease in demand for our services leading to a loss of revenue, which never occurred. To the contrary, our revenue and demand continued to increase based on what we believed was a consumer that viewed private aviation as a mode of transport that had fewer contact points with other travelers. This belief was confirmed by a study noted in a June 2020 article published in Aviation Week, which found that travelers who flew on private aircraft could reduce their potential touch points by as many as 680 per flight.

Throughout the remainder of 2020, we continued to focus our attention on customer safety as it pertained to the adherence to the evolving data driven guidance from the W.H.O. and U.S. Centers for Disease Control and Prevention (CDC) as well as planning for the eventual national launch of the Flewber App services.

By the beginning of 2021, we were still realizing an increased demand for our Flewber Luxe charter brokerage services. This overall increased demand for private flights was also noted in a January 2021 survey of subscribers to Jet Card Comparisons which cited the following from its respondents:

•        41% of new private fliers will continue to fly private post pandemic.

•        55% will fly private once in a while post pandemic.

•        Only 4% will stop flying private post pandemic.

Driven from our belief that COVID-19-related travel limitations had enhanced private air travel’s value proposition we executed the national expansion of services offered on the Flewber App with the addition of Flewber LX, long range jet service as well as the expansion of our Xpress service from one that previously only operated in the Northeast region. Later in 2021 we again expanded both Flewber App services to include all of North America and the Caribbean.

While the long-term impact of the COVID-19 pandemic is uncertain, we believe that beyond the new passengers who have already converted to flying private, the convenience and affordability of our technology driven model gives us a significant opportunity for growth by serving this expanding and yet still relatively underpenetrated addressable market that was conceived by the impact of the pandemic.

Our Products

Currently, Flewber Global connects air travelers to private aircraft of every cabin class via both technology driven (i.e. the Flewber App which 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) and traditional products. The Book, Bid and Share platform of the Flewber App provides users with the ability to book flights directly, on an easy-to-use platform, without the added cost of a broker’s commission. For those who prefer booking flights through a more traditional air charter brokerage service, there is Flewber Luxe, which provides customers with concierge-type service, by allowing them to book flights with a live agent, rather than using the Flewber App.

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 September 28, 2023, 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.