S-1/A 1 fs12023a1_flewber.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 22, 2023.

Registration No. 333-273311

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

____________________________

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

____________________________

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

____________________________

Delaware

 

4522

 

85-3482965

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

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

____________________________

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

____________________________

Copies to:

Scott M. Miller
Richard I. Anslow
Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas
New York, New York 10105
(212) 370-1300

 

David E. Danovitch
Angela Gomes

Sullivan & Worcester LLP
1633 Broadway
New York, New York 10019
(212) 660
-3000

____________________________

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

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

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

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

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

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

Large accelerated filer

 

 

Accelerated filer

 

Non-accelerated filer

 

 

Smaller reporting company

 

       

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.

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

  

 

Table of Contents

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

PRELIMINARY PROSPECTUS

 

SUBJECT TO COMPLETION

 

DATED AUGUST 22, 2023

            Units consisting of
            Shares of Common Stock
Warrants to purchase            Shares of Common Stock

Flewber Global Inc.

____________________________

This is a firm commitment initial public offering of            units (the “Units”), each of which consists of one share of common stock, par value $0.0001 per share (“common stock”), of Flewber Global Inc. (the “Company”) and one warrant to purchase one share of common stock (each an “Investor Warrant” and collectively, the “Investor Warrants”).

We anticipate that the initial public offering price of the Units will be between $            and $            per Unit, and the number of Units offered hereby is based upon an assumed offering price of $            per Unit, the midpoint of such estimated price range. The actual initial public offering price of the Units will be determined between the underwriters and us at the time of pricing, considering, among others, our historical performance, prevailing market conditions, and overall assessment of our business. Therefore, the assumed initial public offering price per Unit used throughout this prospectus may not be indicative of the actual initial public offering price for the Units. See “Determination of Offering Price” for additional information.

The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock and Investor Warrants comprising the Units are immediately separable and will be issued separately in this offering. Each Investor Warrant will be immediately exercisable on the date of issuance at an assumed exercise price of $             per Investor Warrant (which shall be equal to 115% of the initial public offering price per Unit) and will expire five years from the date of issuance. The Investor Warrants will be exercisable, at the option of the holder, in whole or in part. Each Investor Warrant will entitle the holder thereof to purchase one share of common stock, and the Investor Warrants are not exercisable for a fractional share. A holder of an Investor Warrant may not exercise any portion of an Investor Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of our outstanding shares of common stock after exercise, as such ownership percentage is determined in accordance with the terms of the Investor Warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. To better understand the terms of the Investor Warrants, you should carefully read the “Description of Our Securities” section on page 117 of this prospectus.

Prior to this offering, there has been no public market for our common stock or the Investor Warrants, comprising the Units, or the Units. We have applied to have the common stock and Investor Warrants listed on the Nasdaq Capital Market (“Nasdaq”) under the symbols “FLAI” and “FLAIW,” respectively. No assurance can be given that our application will be approved. If the common stock and Investor Warrants are not approved for listing on Nasdaq, we will not consummate this offering.

We are an “emerging growth company” under the Jumpstart our Business Startups Act of 2012, or JOBS Act, and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our securities is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 27 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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

 

Per Unit

 

Total(1)

Initial public offering price

 

$

   

$

 

Underwriting discounts and commissions(2)

 

$

   

$

 

Proceeds to us, before expenses

 

$

   

$

 

____________

(1)      Assumes no exercise of the over-allotment option by the Representative (as defined below).

 

Table of Contents

(2)      Does not include warrants (the “Representative’s Warrants”) issuable by us to Maxim Group LLC, the representative of the underwriters in this offering (the “Representative”), to purchase up to a number of shares of common stock equal to 5% of the shares of our common stock included in the Units sold in the offering, including any shares of common stock sold upon exercise of the Representative’s over-allotment option, exercisable at a price per share equal to 110% of the initial public offering price of the Units offered hereby; or certain out-of-pocket expenses of the underwriters that are reimbursable by us. We refer you to “Underwriting” beginning on page 136 for additional information regarding the underwriters’ compensation.

We have granted a 45-day option to the Representative to purchase up to            additional shares of common stock at a price of $            per share and/or up to an additional            Investor Warrants to purchase up to            shares of common stock at a price per Investor Warrant of $ , in any combination thereof, less, in each case, the underwriting discounts and commissions, solely to cover over-allotments, if any. If the Representative exercises the option in full for shares of common stock and Investor Warrants, the total underwriting discounts and commissions will be $            and the additional proceeds to us, before expenses, from the over-allotment option exercise will be $            . If the Representative exercises the option in full for shares of common stock only, the total underwriting discounts and commissions payable will be $            and the additional proceeds to us, before expenses, will be $            . If the Representative exercises the option in full for Investor Warrants only, the total underwriting discounts and commissions payable will be $            and the additional proceeds to us, before expenses, will be $            .

The underwriters expect to deliver the securities comprising the Units in this offering on or about            , 2023.

____________________________

Joint Book Running Managers

Maxim Group LLC

 

JOSEPH GUNNAR & CO., LLC

   

The date of this prospectus is            , 2023

 

Table of Contents

i

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.

ii

Table of Contents

INDUSTRY AND MARKET DATA

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

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

iii

Table of Contents

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.

iv

Table of Contents

PROSPECTUS SUMMARY

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

Our Mission

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

Overview

General

Flewber is a technology powered, private air transportation company. Founded in 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 provides travelers with the freedom to travel how they choose and with the ability to travel from place to place quickly, directly and at times that are convenient for each traveler. We also 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 a Federal Aviation Agency (“FAA”) certified air-taxi operation. Since the acquisition of Ponderosa Air, we have made further investment in upgrading both management of our air-taxi operation, and expanding its FAA certificate authorities.

The Flewber App was originally launched in May of 2019 and offered consumers the ability to book individual seats on scheduled private flights operated by our subsidiary, Ponderosa Air. Our original geographic service area was comprised of regional airports in the greater tri-state area of New York, New Jersey and Connecticut and provided scheduled flights to and from localities such as Boston and Martha’s Vineyard. Today, our expanded current offerings no longer offer individual per seat bookings on scheduled private flights in the tri-state area, but rather, they give private air travelers both a traditional and technology driven means of booking their local, regional, and international flights, operated exclusively by third party air carriers, through our Flewber Luxe air charter brokerage division, and the Book, Bid and Share platform of the Flewber App, respectively, each of which was designed with the intention of putting the booking preferences of the passenger at the forefront. The technology driven Flewber App operates by using algorithms and data analytic engines specifically developed for the Flewber App in order to provide a more efficient and accurate booking process for private flights. Notwithstanding that our current Flewber App has been operational since May 2019, flights booked using the Flewber App through August 21, 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

1

Table of Contents

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

Prior to the end of the third quarter 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 prior to the end of the third quarter 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 prior to the end of the third quarter 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

2

Table of Contents

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 favorable price quotes and the preferred 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 the booking request at that price and convert the booking request to a booking confirmation. 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 two Cirrus SF50 Vision Jets 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 Urban Air Mobility (“UAM”) market and Regional Air Mobility Market (“RAM”), each of which is a subset of Advanced Air Mobility (“AAM”) and is likely to consist of short-range electric-powered aircraft, using vertical take-off and landing, similar to a helicopter (an “eVTOL”) and other aircraft using sustainable aviation fuel. The UAM market is an aviation industry term for on-demand and automated passenger or cargo-carrying air transportation services around cities and urban areas. The UAM, RAM, and AAM markets are each segmented by vehicle type, application, and geography. By vehicle type, the market is segmented into piloted and autonomous aircraft, and by application, the market is segmented into passenger transport and freighter.

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

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

3

Table of Contents

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.

Recent Developments

August/September 2023 Bridge Financing

August/September 2023 Bridge Notes

From August 8, 2023 through August 17, 2023, we entered into three Securities Purchase Agreements, pursuant to terms and subject to conditions of which we issued $250,000 in aggregate principal amount of unsecured promissory notes (the “August/September Bridge Financing”) to three accredited investors (the “August/September 2023 Bridge Notes”). Each of the August/September 2023 Bridge Notes has a term of one year from issuance and accrues interest at a rate of 8% per annum. The August/September 2023 Bridge Notes are automatically convertible into shares of our common stock at the time of an initial public offering, including this offering. The conversion price applicable to such conversion is 75% of the initial public offering price of the Units. The August/September 2023 Bridge Notes contain other customary provisions, including anti-dilution adjustments in the case of certain events such as payments of stock dividends or effecting a stock split. Furthermore, we have agreed to use our commercially reasonable efforts to register the resale of the shares of common stock issuable upon the conversion of the August/September 2023 Bridge Notes and the exercise of the August/September 2023 Bridge Warrants (defined hereafter), pursuant to registration statement, which we have agreed to use our commercially reasonable efforts to have declared effective within 90 days after the closing of this offering. We have also agreed, subject to certain exceptions, to provide the holders of the August/September 2023 Bridge Notes with certain “piggyback” registration rights, if, at any time after the closing of

4

Table of Contents

this offering, we propose to file a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for our own account or for the account of any of our stockholders, and at such time the shares of common stock issuable upon conversion of the August/September 2023 Bridge Notes are not then registered for resale under an effective registration statement. Based upon the assumed initial public offering price of $      per Unit, which is the midpoint of the range noted on the cover page of this prospectus, at the closing of this offering, we expect to issue to the holders of the August/September 2023 Bridge Notes        shares of common stock in connection with the conversion of such August/September 2023 Bridge Notes. In connection with this offering, the holders of the August/September 2023 Bridge Notes will enter into lock-up agreements which shall provide, subject to certain exceptions, that they shall not purchase, sell or otherwise transfer any of our securities for a period of 120 days after the closing of this offering, including any shares of common stock received upon conversion of the August/September 2023 Bridge Notes.

August/September 2023 Bridge Warrants

In connection with the August/September 2023 Bridge Financing, we also agreed to issue common stock purchase warrants to the investors at the time of the closing of an initial public offering, including this offering, providing them with the right to purchase shares of our common stock (the “August/September 2023 Bridge Warrants”). The August/September 2023 Bridge Warrants, which would be exercisable for a period of five years after issuance, would be exercisable for up to 100% of the number of shares received by each investor, upon conversion of its August/September 2023 Bridge Note, and the exercise price will be equal to 75% of the initial public offering price of the Units. If, at any time after three months after the issuance of the August/September 2023 Bridge Warrants, the shares of common stock underlying the August/September 2023 Bridge Warrants are not registered under an effective registration statement or there is not a prospectus then available for the sale of such shares of common stock, then the investors are permitted to exercise their August/September 2023 Bridge Warrants on a cashless exercise basis. The August/September 2023 Bridge Warrants contain other customary provisions, including anti-dilution adjustments in the case of certain events such as payments of stock dividends or effecting a stock split. Furthermore, we have provided the holders of the August/September 2023 Bridge Warrants with the registration rights described above in the paragraph describing the August/September 2023 Bridge Notes. Based upon the assumed initial public offering price of $      per Unit, which is the midpoint of the range noted on the cover page of this prospectus, at the closing of this offering, we expect to issue August/September 2023 Bridge Warrants to purchase up to an aggregate of       shares of common stock upon the exercise of the August/September 2023 Bridge Warrants, at an exercise price of $       per share. The holders of the August/September 2023 Bridge Warrants will be subject to the same restrictions on the purchase, sale or other transfer of our securities, as described above, with respect to the August/September 2023 Bridge Notes, including any shares of common stock received upon exercise of the August/September 2023 Bridge Warrants.

May/July 2023 Bridge Financing

May/July 2023 Bridge Notes

From May 1, 2023 through July 15, 2023, we entered into four Securities Purchase Agreements, pursuant to terms and subject to the conditions of which we issued $190,000 in aggregate principal amount of unsecured promissory notes (the “May/July Bridge 2023 Financing”) to four accredited investors (the “May/July 2023 Bridge Notes”). The terms of the May/July 2023 Bridge Notes are identical to the terms of the August/September 2023 Bridge Notes discussed above. The holders of the May/July 2023 Bridge Notes have the same registration rights as the holders of the August/September 2023 Bridge Notes. Based upon the assumed initial public offering price of $       per Unit, which is the midpoint of the range noted on the cover page of this prospectus, at the closing of this offering, we expect to issue to the holders of the May/July 2023 Bridge Notes       shares of common stock in connection with the conversion of such May/July 2023 Bridge Notes. In connection with this offering, the holders of the May/July 2023 Bridge Notes will enter into lock-up agreements which shall provide, subject to certain exceptions, that they shall not purchase, sell or otherwise transfer any of our securities for a period of 90 days after the closing of this offering, including any shares of common stock received upon conversion of the May/July 2023 Bridge Notes.

5

Table of Contents

May/July 2023 Bridge Warrants

In connection with the May/July 2023 Bridge Financing, we also agreed to issue common stock purchase warrants to the investors at the time of the closing of an initial public offering, including this offering, providing them with the right to purchase shares of our common stock (the “May/July 2023 Bridge Warrants”). The terms of the May/July 2023 Bridge Warrants are identical to the terms of the August/September 2023 Bridge Warrants. Furthermore, we have provided the holders of the May/July 2023 Bridge Warrants with the registration rights described above in the paragraph describing the May/July 2023 Bridge Notes. Based upon the assumed initial public offering price of $           per Unit, which is the midpoint of the range noted on the cover page of this prospectus, at the closing of this offering, we expect to issue May/July 2023 Bridge Warrants to purchase up to an aggregate of           shares of common stock upon the exercise of the May/July 2023 Bridge Warrants, at an exercise price of $           per share. The holders of the May/July 2023 Bridge Warrants will be subject to the same restrictions on the purchase, sale or other transfer of our securities, as described above, with respect to the May/July 2023 Bridge Notes, including any shares of common stock received upon exercise of the May/July 2023 Bridge Warrants.

February/April 2023 Bridge Financing

February/April 2023 Bridge Notes

From February 15, 2023 through April 15, 2023, pursuant to certain financing provided to us under the terms and conditions of Securities Purchase Agreements, we issued $355,000 in aggregate principal amount of unsecured promissory notes (the “February/April 2023 Bridge Financing”) to six accredited investors (the “February/April 2023 Bridge Notes”). The terms of the February/April 2023 Bridge Notes are identical to the terms of the August/September 2023 Bridge Notes discussed above. The holders of the February/April 2023 Bridge Notes have the same registration rights as the holders of the August/September 2023 Bridge Notes. Based upon the assumed initial public offering price of $           per Unit, which is the midpoint of the range noted on the cover page of this prospectus, at the closing of this offering, we expect to issue to the holders of the February/April 2023 Bridge Notes           shares of common stock in connection with the conversion of such February/April 2023 Bridge Notes. In connection with this offering, one holder of the February/April 2023 Bridge Notes will enter into a lock-up agreement which shall provide, subject to certain exceptions, that it shall not purchase, sell or otherwise transfer any of our securities for a period 120 days after the closing of this offering, including any shares of common stock received upon conversion of the February/April 2023 Bridge Notes. Also in connection with this offering, the remaining five holders of the of the February/April 2023 Bridge Notes will enter into lock-up agreements which shall provide, subject to certain exceptions, that they shall not purchase, sell or otherwise transfer any of our securities for a period of 90 days after the closing of this offering, including any shares of common stock received upon conversion of the February/April 2023 Bridge Notes.

February/April 2023 Bridge Warrants

In connection with the February/April 2023 Bridge Financing, we also agreed to issue common stock purchase warrants to the investors at the time of the closing of an initial public offering, including this offering, providing them with the right to purchase shares of our common stock (the “February/April 2023 Bridge Warrants”). The terms of the February/April 2023 Bridge Warrants are identical to the terms of the August/September 2023 Bridge Warrants. Based upon the assumed initial public offering price of $           per Unit, which is the midpoint of the range noted on the cover page of this prospectus, at the closing of this offering, we expect to issue February/April 2023 Bridge Warrants to purchase up to an aggregate of           shares of common stock upon the exercise of the February/April 2023 Bridge Warrants, at an exercise price of $           per share. The holders of the February/April 2023 Bridge Warrants will be subject to the same restrictions on the purchase, sale or other transfer of our securities, as described above, with respect to the February/April 2023 Bridge Notes, including any shares of common stock received upon exercise of the February/April 2023 Bridge Warrants.

Initial Bridge Financings

Initial Bridge Notes

(i) On December 8, 2022, pursuant to certain financing provided to us under the terms and conditions of a Securities Purchase Agreement, we issued $175,000 in aggregate principal amount of unsecured promissory notes to two accredited investors, $100,000 of which was issued to Avner Nebel, an officer and director of the Company and (ii) on

6

Table of Contents

January 6, 2023, pursuant to certain additional financing provided to us under the terms and conditions of a Securities Purchase Agreement, we issued an unsecured promissory note in the principal amount of $100,000 to an additional accredited investor (collectively, the “Initial Bridge Financings”). These unsecured promissory notes are referred to as the “Initial Bridge Notes” and collectively with the February/April 2023 Bridge Notes, the May/July 2023 Bridge Notes and the August/September 2023 Bridge Notes, the “Bridge Notes”. The terms of the Initial Bridge Notes are the same as the terms of the August/September 2023 Bridge Notes; provided, however, that we are not required to use our commercially reasonable efforts to register the shares of common stock issuable upon conversion of the Initial Bridge Notes, but the investors have been provided with the same “piggyback” registration rights. Based upon the assumed initial public offering price of $            per Unit, which is the midpoint of the range noted on the cover page of this prospectus, at the closing of this offering, we expect to issue to the holders of the Initial Bridge Notes              shares of common stock in connection with the conversion of such Initial Bridge Notes. In connection with this offering, two holders of the Initial Bridge Notes, one of them who is Avner Nebel, an officer and director of the Company, will enter into lock-up agreements which shall provide, subject to certain exceptions, that they shall not purchase, sell or otherwise transfer any of our securities for a period of 180 days after the closing of this offering, including any shares of common stock received upon conversion of the Initial Bridge Notes. Also in connection with this offering, the other holder of the Initial Bridge Notes will enter into a lock-up agreement which shall provide, subject to certain exceptions, that it shall not purchase, sell or otherwise transfer any of our securities for a period of 120 days after the closing of this offering, including any shares of common stock received upon conversion of the Initial Bridge Notes.

Initial Bridge Warrants

In connection with the Initial Bridge Financings, we also agreed to issue common stock purchase warrants to the investors at the time of the closing of an initial public offering, including this offering, providing them with the right to purchase shares of our common stock (the “Initial Bridge Warrants” and collectively with the February/April 2023 Bridge Warrants, the May/July 2023 Bridge Warrants and the August/September 2023 Bridge Warrants, the “Bridge Warrants”). If, at any time after three months after the issuance of the Initial Bridge Warrants, the shares of common stock underlying the Initial Bridge Warrants are not registered under an effective registration statement or there is not a prospectus then available for the sale of such shares of common stock, then the investors are permitted to exercise their Initial Bridge Warrants on a cashless exercise basis. All other terms of the Initial Bridge Warrants are the same as the terms of the August/September 2023 Bridge Warrants; provided, however, that we are not required to use our commercially reasonable efforts to register the shares of common stock issuable upon conversion of the Initial Bridge Warrants, but the investors have been provided with the same “piggyback” registration rights. Based upon the assumed initial public offering price of $            per Unit, which is the midpoint of the range noted on the cover page of this prospectus, at the closing of this offering, we expect to issue Initial Bridge Warrants to purchase up to an aggregate of             shares of common stock upon the exercise of the Initial Bridge Warrants, at an exercise price of $             per share. The holders of the Initial Bridge Warrants will be subject to the same restrictions on the purchase, sale or other transfer of our securities, as described above, with respect to the Initial Bridge Notes, including any shares of common stock received upon exercise of the Initial Bridge Warrants.

Affiliate Loans

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

Moneta Warrant

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

7

Table of Contents

Our Products

The Flewber App

The Flewber App is free to download on the Apple App Store and Google Play, and there have been over 14,000 downloads of the Flewber App as of August 21, 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.

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

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

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

8

Table of Contents

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

Prior to the end of the third quarter of 2023, we plan to relaunch the Flewber App with additional features to facilitate the booking and enhanced user functionality and operational capabilities of the Flewber Hops, regional aerial ride share service. These features are being designed to be both intuitive; such as the ability to continually track aircraft location within each Flewber Hops region, and functionally familiar to current land-based ride share service applications, with such backend features such as digital cockpit logistical communications that will facilitate enroute passenger pick-up along with an ease of use that prospective customers have grown accustomed to with traditional ground-based ride share services.

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

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

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

Flewber Luxe

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

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

9

Table of Contents

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

The Flewber Hops

Facilitated by our air-taxi and flown in our owned and operated aircraft, prior to the end of the third quarter of 2023, we plan to add a third level of service to the Flewber App, which will be called the Flewber Hops. The Flewber Hops is being designed to allow us to compete with the UAM market, as well as provide same day, on-demand service meant to fill, what we believe is a void of air carrier services in the local and regional markets which have become more and more underserved over the past few years. Our goal is to provide private air travel, through the Flewber Hops at prices that are accessible to middle-market fliers, who are currently priced out of market limited to high net worth fliers, with a price point between $199 and $699 per seat for local and regional flights, which we also believe will garner market share from rail and ride share services. The Flewber Hops will be available solely for booking flights on our own aircraft and will not provide customers the ability to book flights on third-party aircraft.

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

Air-Taxi

We currently own and operate one six-seat Cessna 421CE twin engine aircraft, also known as the Golden Eagle, which was built in 1976, and purchased by us in 2019, and which now has expanded FAA certificated operating authorities.

The Cessna 421CE twin engine aircraft is pressurized to an altitude of approximately 30,000 feet. It is a single pilot certified aircraft with a 207 cubic foot cabin that includes a lavatory and has an additional 39 cubic feet of cargo space located in the nose and wings. With a typical cruising speed of about 210mph, the aircraft’s two sub-1000 hour engines were most recently overhauled in 2019 and burn approximately 40 gallons of fuel per hour. The Cessna 421CE twin engine aircraft has a maximum range of 1,487 nautical miles and an operational range of 350 to approximately 800 nautical miles depending on total payload. The pre-acquisition usage of the Cessna 421CE twin engine aircraft was as a regional FAA Part 135 charter aircraft which flew between approximately 150 and 250 hours per year out of its base of operation in Farmingdale New York to points as for north as Montreal and as far south as North Carolina. Post-acquisition the Cessna 421CE twin engine aircraft flew nominal charters for us in the same region. Over the last 18 months, the Cessna 421CE twin engine aircraft has been used primarily for pilot training and corporate flights for internal use only, and for which we have not generated any revenue, to date, while we have been upgrading our FAA certifications and our air-taxi management staff.

On or before September 30, 2023, we plan to acquire a Cirrus SF50 Vision Jet (the “First Cirrus Aircraft”), using a portion of the net proceeds raised in this offering, assuming this offering has been closed by then. We entered into a Cirrus Certified Aircraft Purchase Agreement with Cirrus Aircraft, dated March 21, 2023, for the purchase of the First Cirrus Aircraft, which was subsequently amended on April 9, 2023, April 17, 2023, June 14, 2023, June 21, 2023 and August 9, 2023 (the “Aircraft Purchase Agreement”). We also plan to acquire a second Cirrus SF50 Vision Jet (the “Second Cirrus Aircraft”), using a portion of the net proceeds raised in this offering, sometime prior to the end of 2023. We have not yet identified the Second Cirrus Aircraft. The First Cirrus Aircraft was manufactured in 2020. We believe that the addition of these two aircraft will further increase our capability of providing air-taxi services at the time we have launched the Flewber Hops on a commercial basis. Under the terms of the Aircraft Purchase Agreement for the First Cirrus Aircraft, we have made deposits totaling an aggregate of $250,000 (collectively, the “Deposit”), which Deposit will be applied towards a total purchase price of $3,317,874 due at the closing of the aircraft purchase, on or before September 30, 2023, or another date mutually agreed to by us and Cirrus Aircraft, and which includes one year and/or 150 hours of maintenance. We may also acquire the First Cirrus Aircraft on or before such date by acquiring alternative financing for all or a portion of the remaining purchase price, which would reduce the amount of the net proceeds raised in this offering allocated to the purchase of the First Cirrus Aircraft. If Cirrus Aircraft fails to close, through no fault of ours, our sole and exclusive remedy is the return of the Deposit to us. If we fail to close, through no fault of Cirrus Aircraft, Cirrus Aircraft’s sole and exclusive remedy is to retain the Deposit, as liquidated damages.

10

Table of Contents

The Cirrus SF50 Vision Jet is a single engine V-tail aircraft in the light jet category of aircraft, which was awarded the 2017 Robert J. Collier Trophy as the world’s first single engine personal jet with a Cirrus Airframe Parachute System. The Robert J. Collier Trophy is awarded by a committee that includes 25 industry leaders and is awarded annually to recognize “the greatest achievement in aeronautics or astronautics in America, with respect to improving the performance, efficiency, and safety of air or space vehicles, the value of which has been thoroughly demonstrated by actual use during the preceding year.” The Cirrus SF50 Vision Jet seats seven passengers, is the largest cabin in its light jet class, has an average cruising speed of about 300 miles per hour, and short runway specifications that allow it to take off and land at most of the approximately 5,530 major, regional and local airports in the U.S. The foregoing specifications, along with the advanced safety features such as its Cirrus Airframe Parachute System and push button autonomous landing feature, as well as its low cost of operation, we believe, make the Cirrus SF50Vision Jet a highly suitable aircraft for use with the Flewber Hops on both local and regional routes.

Industry and Market Opportunity

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

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

        257 airports lost 10% of their flights.

        161 airports lost 25% of their flights.

        112 airports lost 33% of their flights.

        60 regional airports have lost 50% of their flights.

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

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

We believe that the hybrid makeup of the Flewber Hops, which we define as its capability to provide a lower cost option to booking on-demand private air transportation and accessibility to air travel using suitable conventional aircraft that run on both conventional fuel and sustainable aviation fuel (i.e. fuel that is derived from non-fossil sources or feedstock and generates significantly reduced CO2 emissions), will provide us with an advantage over aircraft operators operating in the UAM market using electric-powered eVTOLs, or other aircraft which are powered by sustainable aviation fuel and which aircraft, when operated on electric power or sustainable aviation fuel, will be more

11

Table of Contents

environmentally friendly, in both the local and regional marketplaces, along with the same day, on-demand booking technology of the Flewber App, which operates similar to those of land-based ride share services, by giving us the opportunity to garner significant market share from both the UAM market and regional commercial airlines regional sectors. Our advantage, we believe, will be derived from our ability to provide short-range flights before eVTOLs are commercially available because of the current limitations on battery power and the availability of sustainable aviation fuel at a reasonable cost, which, as previously mentioned, is not expected to be more generally available before 2027.

Revenue

Flewber generates revenue through the sale of air travel services. Our fliers purchase and manage reservations in two ways; some may use the no brokerage commission Book, Bid and Share platform by booking flights directly on the Flewber App, while others, willing to pay a premium price, may choose to call, email, or text our dedicated team of Aviation Specialists at Flewber Luxe. We accept payments via credit card on the Flewber App and via credit card, wire, check or customer credits on Flewber Luxe, and generally, we collect payments in advance of performing the related services. We also generate revenue from ancillary charges for items such as ground transportation services, and catering. Customers who book using the Flewber App pay, on average, $13,600 per booking. Those customers who opt for the more premium service provided through Flewber Luxe pay, on average, $41,000 per booking. During the six months ended June 30, 2023 and the years ended December 31, 2022 and 2021, substantially all of our revenue was generated from bookings using our Flewber Luxe service. For the six months ended June 30, 2023, we did not generate any revenue on the Flewber App. For the years ended December 31, 2022 and 2021, we generated revenue of $40,800 and $0, respectively, with respect to bookings made directly on the Flewber App. For the six months ended June 30, 2023 and 2022, we generated revenue of $1,143,029 and $2,455,722, respectively, with respect to Flewber Luxe. For the years ended December 31, 2022 and 2021, we generated revenue of $4,228,300 and $1,798,943, respectively, with respect to Flewber Luxe. We do not currently generate revenue directly from flights provided by our air-taxi service, as we have been in the process of upgrading our management staff and the FAA certifications required to operate our air-taxi service. As a result, all of our revenue has been generated by the booking of flights through Flewber Luxe and the Flewber App on the aircraft of third-party aircraft operators, who facilitated these flights.

Profits

Each of our existing air travel services generate profits on a “cost-plus” basis. The percentage we charge to our customers over our “cost of revenue” will fluctuate from period to period based on our assessment of what percentage to charge over our costs to maintain our customer relationships and to remain competitive with other private aviation service providers. In 2022 and through March 31, 2023, we decreased the percentage we charge over our “cost of revenue” compared to 2021, to remain competitive with other private aviation services providers. This led to a decrease in our margins for the year ended December 31, 2022, compared to the year ended December 31, 2021, and a further reduction in margins during the three months ended March 31, 2023, compared to the three months ended March 31, 2022. We do not expect further decreases in margin to continue, in the future, since beginning with the three months ended June 30, 2023, margins began to increase, and were greater compared to margins for the three months ended March 31, 2023. As a result of this increase in margins, during the three months ended June 30, 2023, our margins during the six months ended June 30, 2023, were similar to margins, during the six months ended June 30, 2022, despite the reduction in margins, during the three months ended March 31, 2023. We are expecting our margins for at least the remainder of 2023 and the future to remain similar to our margin for the six months ended June 30, 2023. For the three months ended June 30, 2023 and 2022, we generated revenue of $644,607 and $960,658, respectively, with respect to Flewber Luxe and no revenue from the Flewber App. For the three months ended June 30, 2023 and 2022, cost of revenue, relating to bookings through Flewber Luxe, were $512,159 and $788,310, respectively. Net loss for the three months ended June 30, 2023 and 2022 were $484,237 and $705,385, respectively. For the six months ended June 30, 2023 and 2022, we generated revenue of $1,143,029 and $2,455,722, respectively, with respect to Flewber Luxe and no revenue from the Flewber App. For the six months ended June 30, 2023 and 2022, cost of revenue, relating to bookings through Flewber Luxe, were $923,132 and $1,978,177, respectively. Net loss for the six months ended June 30, 2023 and 2022 were $968,899 and $1,457,370, respectively. For the years ended December 31, 2022 and 2021, cost of revenue, relating to bookings made directly on the Flewber App, were $38,000 and $0, respectively. For the years ended December 31, 2022 and 2021, cost of revenue, relating to bookings through Flewber Luxe, were $3,402,601 and $1,389,742, respectively. Net loss for the years ended December 31, 2022 and 2021 were $2,425,769 and $2,011,887, respectively.

12

Table of Contents

In general, gross profits were less during the six months ended June 30, 2023, compared to the same period in 2022, directly as a result of a 53% reduction in revenue between those two periods, mostly attributable to a decrease in demand for our private aviation services during the six months ended June 30, 2023, notwithstanding the fact that our margins were similar between the two periods. However, net loss improved during the six months ended June 30, 2023, compared to the same period in 2022, primarily due to lower general and administrative costs in the six months ended June 30, 2023. If we are able to maintain the same margins for the remainder of 2023, any increase in demand for our private aviation services, resulting in an increase in revenue, would result in an increase in gross profits for the remainder of the year. In addition, if we are able to maintain general and administrative costs at a similar level to the six months ended June 30, 2023, our net loss should also continue to improve. No assurances can be given that we will be able to successfully achieve these results.

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

Our Strengths

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

Our Technology

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

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

Our Air-Taxi

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

Sales and Account Management

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

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

Our Strategy

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

13

Table of Contents

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

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

        Guaranteed capacity.

        Operational control and flexibility.

        More direct impact on customer service.

        Maintenance efficiencies.

        Greater control of regulatory adherence.

        Brand recognition.

        Pricing control.

        Better scalability.

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

Pursue Strategic Partnerships

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

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

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

        Shared loyalty programs.

        Expanded networks.

        Packaged partner travel savings.

        Co-Branding.

        Joint marketing.

Competitive Landscape

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

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

14

Table of Contents

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

Government Regulations

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

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

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

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

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

Intellectual Property

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

Summary of Risks Associated with Our Business

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

Risks Related to Our Business and Industry

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

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

15

Table of Contents

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

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

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

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

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

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

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

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

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

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

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

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

        The operation of aircraft is subject to various risks, and failure to maintain an acceptable safety record may have an adverse impact on our ability to obtain and retain customers.

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

Risks Related to Our Reliance on Third-Party Aircraft Operators

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

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

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

16

Table of Contents

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

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

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

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

Legal and Regulatory Risks Related to Our Business

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

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

Risks Related to Our Securities and This Offering

        There is no existing market for our shares of common stock 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 initial public offering price of the Units.

        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.

        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.

        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.

        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.

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

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

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

Corporate Information

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

17

Table of Contents

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

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

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

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

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

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

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

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

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

18

Table of Contents

THE OFFERING

Units being offered

 

            Units, based on an assumed an initial public offering price of $            per Unit, the midpoint of the initial public offering price range reflected on the cover page of this prospectus. Each Unit consists of one share of our common stock and one Investor Warrant. The Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of common stock and the Investor Warrants are immediately separable and will be issued separately in this offering.

Investor Warrants offered by us

 

The Investor Warrants will have an exercise price of $            per share of common stock (115% of the initial public offering price per Unit), based on the assumed initial public offering price of the Units, will be immediately exercisable and will expire five years from the date of issuance. In the event there is, at any time, after the initial exercise date, no effective registration statement registering the shares of common stock underlying the Investor Warrants, or the prospectus contained therein is not available for the issuance of such shares of common stock, then the Investor Warrants may also be exercised on a cashless basis. Each Investor Warrant is exercisable for one share of common stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock. A holder may not exercise any portion of an Investor Warrant to the extent that the holder, together with its affiliates and any other person or entity acting as a group, would own more than 4.99% of our outstanding shares of common stock after exercise, as such ownership percentage is determined in accordance with the terms of the Investor Warrants, except that upon notice from the holder to us, the holder may waive such limitation up to a percentage, not in excess of 9.99%. The registration statement of which this prospectus forms a part also registers the shares of common stock issuable upon exercise of the Investor Warrants.

To better understand the terms of the Investor Warrants, you should carefully read the “Description of Our Securities” section on page 117 of this prospectus. You should also review the form of Investor Warrant, which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Number of shares of common stock outstanding immediately before this offering(1)

 

8,649,471 shares

Number of shares of common stock to be outstanding after this offering(1)

 

            shares (or            shares if the Representative exercises its over-allotment option to purchase additional shares of common stock and additional Investor Warrants, in full), and assuming in each case no exercise of the Investor Warrants.

19

Table of Contents

Use of proceeds

 

We expect to receive net proceeds, after deducting underwriting discounts and commissions and estimated expenses payable by us, of approximately $            (or approximately $            if the Representative exercises its over-allotment option to purchase additional shares of common stock and additional Investor Warrants, in full), based on an assumed initial public offering price of $            per Unit, the midpoint of the price range set forth on the cover of this prospectus. If the Representative exercises the option in full for shares of common stock only, the total underwriting discounts and commissions payable will be $             and the additional proceeds to us, before expenses, will be $            . If the Representative exercises the option in full for Investor Warrants only, the total additional proceeds to us, after deducting underwriting discounts and commissions and estimated expenses payable by us, will be $            .

   

We intend to use the net proceeds from this offering as follows: (i) approximately $3.1 million (regardless of whether the Representative exercises its over-allotment option) to purchase the First Cirrus Aircraft (which is expected to be consummated on or before September 30, 2023), unless we obtain alternative financing for such purchase; (ii) approximately $            (regardless of whether the Representative exercises its over-allotment option) to purchase the Second Cirrus Aircraft (which is expected to occur sometime prior to the end of 2023), unless we obtain alternative financing for such purchase; (iii) approximately $            ($            , if the Representative exercises its over-allotment option, in full for all shares of common stock and Investor Warrants) to hire additional staff and third-party consultants; and (iv) any remaining amount, including any amounts not used to purchase either of the Cirrus Aircraft, as a result of our obtaining alternative financing, for working capital and general working capital purposes. See “Use of Proceeds” on page 54 of this prospectus.

Lock-up agreements

 

In connection with this offering, we, our directors and officers, and our stockholders holding five percent (5%) or more of our common stock will agree not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any of our securities for a period of one hundred eighty (180) days following the closing of this offering, without the Representative’s prior written consent.

Also in connection with this offering, holders of the Bridge Notes will also agree not to offer, sell, pledge or otherwise dispose of our securities for a period of ninety (90) days, one hundred twenty (120) days or one hundred eighty (180) days, as applicable, following the closing of this offering, without the Representative’s prior written consent.

See “Underwriting” on page 136 of this prospectus for more information.

Representative’s over-allotment option

 

We have granted to the Representative an option exercisable for a period of 45 days from the date of this prospectus to purchase an aggregate of up to an additional            shares of common stock, and/or up to            additional Investor Warrants to purchase up to            shares of common stock, solely to cover over-allotments, The Representative may exercise the over-allotment option with respect to shares of common stock only, Investor Warrants only, or any combination thereof. The purchase price to be paid per additional share of common stock will be $ , and the purchase price to be paid per additional Investor Warrant will be $            , in each case, less the underwriting discounts and commissions.

20

Table of Contents

Representative’s warrants

 

Upon the closing of this offering, we have agreed to issue to the Representative or its designees warrants (the “Representative’s Warrants”) exercisable for a period of four and a half years commencing from six months from the commencement of sales in this offering entitling the Representative to purchase up to a number of shares of common stock equal to 5% of the number of shares of common stock included in the Units sold in this offering, plus any shares of common stock sold upon exercise of the Representative’s over-allotment option, at an exercise price equal to 110% of the initial public offering price of the Units. The shares of common stock underlying such warrants are also being registered pursuant to the registration statement of which this prospectus forms a part. For additional information regarding our arrangement with the underwriters, please see “Underwriting” on page 136 of this prospectus.

Proposed stock exchange and symbol

 

We have applied to list our common stock and the Investor Warrants on Nasdaq under the ticker symbols “FLAI” and “FLAIW”, respectively. No assurance can be given that our application will be approved. We will not proceed with this offering if our common stock and Investor Warrants are not approved for listing on Nasdaq.

Risk factors

 

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 27, and the other information included in this prospectus for a discussion of factors you should consider carefully before deciding to invest in our common stock.

Transfer agent, warrant agent and
registrar

 

The transfer agent and registrar for our shares of common stock and the warrant agent for the Investor Warrants is VStock Transfer, LLC, with its business address at 18 Lafayette Place, Woodmere, NY 11598.

____________

(1)      The number of shares of our common stock to be outstanding immediately after this offering is based on 8,649,471 shares of our common stock outstanding as of August 21, 2023, and assumes the automatic conversion of the Bridge Notes into            shares of common stock (based on a conversion rate equal to 75% of the assumed initial public offering price of $            per Unit, the midpoint of the range set forth on the cover page of this prospectus); and excludes:

        10,000 shares of common stock issuable upon exercise of stock options granted under our 2021 Equity Incentive Plan (the “2021 Plan”), at an exercise price of $1.80 per share;

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

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

        931,179 shares of our common stock that are available for future issuance under the 2021 Plan; and

                    shares of common stock issuable upon the exercise of the Representative’s Warrants.

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

        no exercise of the Investor Warrants included in the Units offered hereby;

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

        no exercise of the Representative’s Warrants; and

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

21

Table of Contents

SUMMARY SELECTED FINANCIAL DATA

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

 

For the Three Months Ended
June 30,

   

2023

 

2022

Revenue

 

$

644,607

 

 

$

960,658

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of revenue

 

 

512,159

 

 

 

788,310

 

General and administrative

 

 

579,426

 

 

 

830,913

 

Sales and marketing

 

 

3,910

 

 

 

43,682

 

Depreciation expense

 

 

39,242

 

 

 

39,242

 

Total costs and expenses

 

 

1,134,737

 

 

 

1,702,147

 

   

 

 

 

 

 

 

 

Loss from operations

 

 

(490,130

)

 

 

(741,489

)

   

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Other income

 

 

30,000

 

 

 

36,500

 

Interest expense

 

 

(24,107

)

 

 

(396

)

Total other income (expense)

 

 

5,893

 

 

 

36,104

 

   

 

 

 

 

 

 

 

Net loss

 

$

(484,237

)

 

$

(705,385

)

Net loss per share of common stock:

 

 

 

 

 

 

 

 

Basic

 

$

(0.06

)

 

$

(0.08

)

Diluted

 

$

(0.06

)

 

$

(0.08

)

Operating Metrics

 

Three Months Ended
June 30,

2023

 

2022

Total Revenue

 

$

644,607

 

$

960,658

Total Cost of Revenue

 

$

512,159

 

$

788,310

Total Flight Legs

 

 

21

 

 

43

Total Nautical Miles

 

 

18,058

 

 

29,987

Average Nautical Miles per Flight Leg

 

 

860

 

 

683

Average Revenue per Flight Leg

 

$

30,696

 

$

22,341

Average Revenue per Nautical Mile

 

$

36

 

$

33

Average Cost of Revenue per Flight Leg

 

$

24,389

 

$

18,333

Average Cost of Revenue per Nautical Mile

 

$

28

 

$

27

22

Table of Contents

 

For the Six Months Ended
June 30,

   

2023

 

2022

Revenue

 

$

1,143,029

 

 

$

2,455,722

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of revenue

 

 

923,132

 

 

 

1,978,177

 

General and administrative

 

 

1,125,231

 

 

 

1,812,654

 

Sales and marketing

 

 

6,207

 

 

 

81,699

 

Depreciation expense

 

 

78,484

 

 

 

76,666

 

Total costs and expenses

 

 

2,133,054

 

 

 

3,949,196

 

   

 

 

 

 

 

 

 

Loss from operations

 

 

(990,025

)

 

 

(1,493,474

)

   

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Other income

 

 

60,000

 

 

 

36,500

 

Interest expense

 

 

(38,874

)

 

 

(396

)

Total other income (expense)

 

 

21,126

 

 

 

36,104

 

   

 

 

 

 

 

 

 

Net loss

 

$

(968,899

)

 

$

(1,457,370

)

Net loss per share of common stock:

 

 

 

 

 

 

 

 

Basic

 

$

(0.11

)

 

$

(0.17

)

Diluted

 

$

(0.11

)

 

$

(0.17

)

Operating Metrics

 

Six Months Ended
June 30,

2023

 

2022

Total Revenue

 

$

1,143,029

 

$

2,455,722

Total Cost of Revenue

 

$

923,132

 

$

1,978,177

Total Flight Legs

 

 

37

 

 

78

Total Nautical Miles

 

 

45,565

 

 

71,729

Average Nautical Miles per Flight Leg

 

 

1,177

 

 

920

Average Revenue per Flight Leg

 

$

30,893

 

$

31,484

Average Revenue per Nautical Mile

 

$

26

 

$

34

Average Cost of Revenue per Flight Leg

 

$

24,950

 

$

25,361

Average Cost of Revenue per Nautical Mile

 

$

21

 

$

28

23

Table of Contents

 

June 30,
2023

 

December 31,
2022

Assets

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

114,248

 

 

$

152,409

 

Prepaid expenses

 

 

12,236

 

 

 

45,701

 

Deferred offering costs

 

 

125,000

 

 

 

50,000

 

Total current assets

 

 

251,484

 

 

 

248,110

 

   

 

 

 

 

 

 

 

Deposits

 

 

186,845

 

 

 

86,845

 

Property and equipment and capitalized software, net

 

 

365,665

 

 

 

441,148

 

Right-of-use assets

 

 

416,322

 

 

 

583,380

 

   

 

 

 

 

 

 

 

Total Assets

 

$

1,220,316

 

 

$

1,359,483

 

   

 

 

 

 

 

 

 

Liabilities and Stockholders’ Deficit

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

227,202

 

 

$

120,455

 

Due to related parties

 

 

542,388

 

 

 

322,696

 

Deferred revenue

 

 

147,945

 

 

 

172,238

 

Bridge Notes

 

 

815,000

 

 

 

175,000

 

SBA loan, current

 

 

3,732

 

 

 

3,732

 

Loans payable to related parties

 

 

316,545

 

 

 

266,545

 

Loans payable, current

 

 

14,505

 

 

 

14,334

 

Lease liabilities, current

 

 

353,582

 

 

 

342,168

 

Total current liabilities

 

 

2,420,899

 

 

 

1,417,168

 

   

 

 

 

 

 

 

 

SBA loan, non-current

 

 

54,226

 

 

 

54,617

 

Loans payable, non-current

 

 

69,407

 

 

 

76,660

 

Lease liabilities, non-current

 

 

61,341

 

 

 

241,290

 

Total Liabilities

 

 

2,605,873

 

 

 

1,789,735

 

   

 

 

 

 

 

 

 

Deficit

 

 

 

 

 

 

 

 

Preferred stock, $0.0001 par value; 1,000,000 authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022

 

 

 

 

 

 

Common stock, $0.0001 par value; 100,000,000 authorized; 8,649,471 and 8,636,971 shares issued and outstanding as of June 30, 2023 and December 31, 2022

 

 

624

 

 

 

624

 

Additional paid-in capital

 

 

4,700,823

 

 

 

4,687,229

 

Accumulated deficit

 

 

(6,087,004

)

 

 

(5,118,105

)

Total deficit

 

 

(1,385,557

)

 

 

(430,252

)

   

 

 

 

 

 

 

 

Total liabilities and deficit

 

 

1,220,316

 

 

 

1,359,483

 

24

Table of Contents

 

For the Years Ended
December 31,

   

2022

 

2021

Revenue

 

$

4,269,100

 

 

$

1,798,943

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of revenue

 

 

3,440,601

 

 

 

1,389,742

 

General and administrative

 

 

3,081,352

 

 

 

2,282,745

 

Sales and marketing

 

 

213,703

 

 

 

41,514

 

Depreciation expense

 

 

155,149

 

 

 

116,189

 

Total costs and expenses

 

 

6,890,805

 

 

 

3,830,190

 

   

 

 

 

 

 

 

 

Loss from operations

 

 

(2,621,705

)

 

 

(2,031,247

)

   

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Other income

 

 

273,818

 

 

 

26,392

 

Interest expense

 

 

(77,882