As filed with the Securities and Exchange Commission on July 24, 2024.

Registration No. 333-[*]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________

____________________

7493 N Oracle Road, Suite 221

Tucson, AZ 85704

(520) 878-0112

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________

Nicholas Ammons

Chief Executive Officer

Job Aire Group Inc.

7493 N Oracle Road, Suite 221

Tucson, AZ 85704

(520) 878-0112

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________

Copies to:

____________________

Approximate date of commencement of proposed sale to the 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

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

If an emerging growth company, indicate by checkmark 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 Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This 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.

SUBJECT TO COMPLETION, DATED [*], 2024

PRELIMINARY PROSPECTUS

1,600,000 Shares of Common Stock

Job Aire Group Inc.

This is our initial public offering (“IPO”). We are registering on the registration statement of which this prospectus forms a part, 1,600,000 shares of common stock, no par value (“Common Stock”). The IPO of the shares of Common Stock is referred to herein as the “Offering”. We currently estimate that the offering price of the Common Stock will be between $4.50 and $5.50 per share, with a $5.00 assumed initial public offering price (which is the midpoint of the $4.50 and $5.50 per share range; this assumption is used throughout this prospectus).

Prior to the Offering, there has been no public market for our Common Stock. We have applied to list our Common Stock on the NYSE American LLC (“NYSE American”) under the symbol “JAG”.

The closing of this Offering is contingent upon the successful listing of our Common Stock on the NYSE American. No assurance can be given that our application will be approved.

After completion of this offering, public investors in the public offering will own approximately 15.00% of our outstanding shares of Common Stock, and approximately 84.39% of our outstanding Common Stock will be owned by Wybridge Technologies, Inc., a Wyoming corporation. Wybridge Technologies, Inc. will have the ability to determine all matters requiring approval by stockholders. Accordingly, we are a “controlled company” as defined under the corporate governance rules of NYSE American and are eligible for certain exemptions from these rules, though we do not intend to rely on any such exemptions.  See “Risk Factors – We will be a “controlled company” within the meaning of the corporate governance rules of NYSE American and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to stockholders of other companies” on page 21 for more information.

We are an “emerging growth company” under the federal securities laws and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our Common Stock involves a high degree of risk. Before buying any Common Stock, you should carefully read the discussion of the material risks of investing in our Common Stock under the heading “Risk Factors” beginning on page 9 of this prospectus.

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

The Company has granted a 45-day option to the underwriter to purchase up to an additional 240,000 shares of Common Stock to purchase Common Stock to cover over-allotments, if any.

Delivery of the Common Stock is expected to be made on or about _______________, 2024.

Spartan Capital Securities, LLC 

The date of this prospectus is _______________, 2024

TABLE OF CONTENTS

Neither we nor the underwriter have 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 or on behalf of us or to which we have referred you. We take no responsibility for and can provide no assurance as to the reliability of any other information that others may give you. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor the underwriter have done anything that would permit this Offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the Offering of the shares of Common Stock and the distribution of this prospectus outside the United States.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

ABOUT THIS PROSPECTUS

Except where the context otherwise requires or where otherwise indicated throughout this registration statement, the terms “Job Aire Group Inc.,” “Job Aire Group,” “Job Aire,” “JAG,” “we,” “us,” our,” “our company,” “Company” and “our business” refer to Job Aire Group Inc.

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus, including our financial statements and related notes appearing elsewhere in this prospectus and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before deciding whether to invest in our Common Stock. Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our Common Stock could decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Relating to Our Business

We depend on attracting, integrating, managing, and retaining qualified personnel.

In addition to the members of our own team, our success is substantially dependent on our ability to recruit and retain qualified temporary workers who possess the skills and experience necessary to meet our clients' staffing requirements. We are required to continually evaluate our base of available qualified personnel to keep pace with changing client needs. Our ability to hire and retain qualified personnel could be impaired by any diminution of our reputation, decrease in compensation levels relative to our competitors, or modifications to our total compensation philosophy or competitor hiring programs. Competition for individuals with proven professional skills is intense, and demand for these individuals is expected to remain strong for the foreseeable future. There can be no assurance that qualified personnel will continue to be available. If we cannot attract, hire, and retain qualified personnel, our business, financial condition, and results of operations may suffer. Our future success also depends upon our ability to manage the performance of our personnel. Failure to successfully manage the performance of our personnel could affect our profitability by causing operating inefficiencies that could increase operating expenses and reduce operating income. An overall tightening and competitive labor market in the U.S. employment market generally, especially in response to the COVID-19 pandemic, has been observed in the U.S. A sustained labor shortage or increased turnover rates within our employee base, caused by the COVID-19 pandemic or as a result of general macroeconomic factors, could lead to increased costs, such as increased overtime to meet demand and increased wage rates to attract and retain employees, and could negatively affect our ability to operate efficiently and our overall business. If we cannot hire and retain employees capable of performing at a high level, or if mitigation measures we may take to respond to a decrease in labor availability have unintended adverse effects, our business could be negatively affected. An overall labor shortage, lack of skilled labor, increased turnover, or labor inflation caused by the COVID-19 pandemic or as a result of general macroeconomic factors could have a material adverse impact on our operations, results of operations, liquidity or cash flows.

If we cannot retain existing clients or attract new clients, our business and results of operations could suffer.

Increasing the growth and profitability of our business is particularly dependent upon our ability to retain existing clients and capture additional clients. Our ability to do so depends on our ability to provide high-quality services and offer competitive prices. Four of our major clients represent 99% of the Company’s revenue in the year ended December 31, 2023 and four of our major clients represent 99% of the Company’s revenue for the period ended March 31, 2024. We have historically been able to retain our clients, and three of our four largest customers have been customers for over 10 years. However, if we are unable to continue providing high-quality services at competitive prices, our existing client base could decrease and we may not be able to attract a significant number of new clients, either or both of which could have an adverse impact on our business and revenue.

We have generated limited profits to date.

We have generated limited profits to date. The Company's business model involves significant upfront costs of services, resulting in a lower gross margin. Coupling this fact with our operating expenses we have generated a small amount of total profits to date. We believe that as our business expands, the enterprise's scale will result in a higher gross and net margins.

There is no assurance of continued market acceptance.

There is no assurance that our services or solutions will continue being accepted by the market. Moreover, there is no assurance that our services and solutions will continue to have competitive advantages. Also, there is no assurance that the market’s reception will remain positive. The Company’s industry is characterized by a large and fragmented group of competitors, and as such, there can be no guarantee that we will not lose business to existing or potential new competitors.

We are an emerging growth company, and as such, any prospective investor may have difficulty in assessing our profitability or performance.

Because we are an emerging growth business, it could be difficult for any investor to assess our performance or determine whether we will meet our projected business plans. We have limited financial results upon which an investor may judge our potential. As a smaller company, we may in the future experience under-capitalization, shortages, setbacks, and many of the problems, delays, and expenses encountered by many emerging growth businesses. An investor will be required to make an investment decision based solely on our management’s history, our projected operations in light of the risks, our limited operations and financial results to date, and any expenses and uncertainties that may be encountered by one engaging in the Company’s industry.

Any significant or prolonged economic downturn could result in clients using fewer temporary employees and the other services that we offer, terminating their relationship with us, or becoming unable to pay for services on a timely basis or at all.

Because demand for temporary staffing services is sensitive to changes in the level of economic activity and overall employment, our business has in the past, and may in the future, suffer during economic downturns. Consequently, as economic activity begins to slow, it has been our experience that companies in our industry tend to reduce their use of temporary employees, resulting in decreased demand for temporary employees and the other services we offer. Significant declines in demand, and thus in revenue, would likely result in lower profit levels. In addition, we may experience pricing pressure and slower client payments during economic downturns, which could negatively impact our results of operations. As a result, companies may seek more flexible payment terms, or become unable to pay their debts as they become due.

State unemployment insurance expense is a direct cost of doing business in the temporary staffing industry. State unemployment tax rates are established based on a company’s specific experience rate of unemployment claims and a state’s required funding formula on covered payroll. Economic downturns have in the past, and may in the future, result in higher unemployment claims, resulting in higher state unemployment tax rates. Due to the recent economic downturn, states have increased, and may continue to increase, unemployment tax rates to employers, regardless of the employer’s specific experience. This would result in higher direct costs to us. In addition, many state unemployment funds were depleted during the recent economic downturn, and many states have borrowed from the federal government under the Title XII loan program. Employers in all states receive a credit against their federal unemployment tax liability if the employer’s federal unemployment tax payments are current and the applicable participating state is also current with its Title XII loan program. If a state fails to repay such loans within a specific time period, employers in such states may lose a portion of their tax credit.

The temporary staffing industry is affected by fluctuations, which make managing working capital more challenging and could adversely impact our financial position and the market price of our Common Stock.

While our business is not technically seasonal, our employees from Mexico are required to spend three weeks per year in Mexico, and approximately 25% of those employees choose to take their vacation time in December. Therefore, earnings are typically lower in the holiday season each year than in other periods due to reduced workforce during the holiday season. Additionally, we experience lower gross margins during this period as we continue to pay certain payroll taxes.

We assume the obligation to make wage, tax, and regulatory payments for our temporary employees, and, as a result, are exposed to client credit risks.

The Company generally assumes responsibility for and manages the risks associated with temporary employees’ payroll obligations, including liability for payment of salaries, wages, and certain taxes. These obligations are fixed, whether or not clients make payments as required by services contracts, which exposes the Company to client credit risks.

Workers’ compensation costs for temporary employees may rise, therefore reducing our margins and requiring more liquidity.

The Company is responsible for paying workers’ compensation costs for regular staff and temporary employees. At times, these costs have risen substantially due to increased claims and claim trends, general economic conditions, changes in business mix, increases in healthcare costs, and government regulations. Although we carry insurance, unexpected changes in claim trends, including the severity and frequency of claims, actuarial estimates, and medical cost inflation, could result in significantly different costs than initially reported. If future claims-related liabilities increase due to unforeseen circumstances or new laws, rules, or regulations are passed, costs could increase significantly. There can be no assurance that we will be able to increase the fees charged to clients in a timely manner and in a sufficient amount to cover increased costs due to any changes in claims-related liabilities.

The failure or inability to perform under client contracts could result in damage to our reputation and give rise to legal claims against us.

If clients are not satisfied with our level of performance, our reputation in the industry may suffer, which could have a material adverse effect on the business, financial condition, results of operations, and cash flows of the Company and which could give rise to legal claims against us.

Our revenue can vary because our clients can terminate their relationship with us at any time with limited or no penalty.

We focus on providing mid-level professional and light industrial personnel on a temporary assignment-by-assignment basis, which clients can generally terminate at any time or reduce their level of use when compared with prior periods. Large companies may use in-house personnel staff, current employee referrals, or human resources consulting companies to find and hire new personnel to avoid large placement agency fees. Because placement agencies typically charge a fee based on a percentage of a worker's first year’s salary, companies with many jobs to fill have financial incentives to avoid agencies.

Our business is also significantly affected by our clients’ hiring needs and views of their prospects. Our clients may, on very short notice, terminate, reduce, or postpone their recruiting assignments with us and, therefore, affect demand for our services. As a result, many of our clients can terminate their agreements with us at any time, making us particularly vulnerable to a significant decrease in revenue within a short period that could be difficult to quickly replace. This could have a material adverse effect on our business, financial condition, and results of operations. 

Most of our contracts do not obligate our clients to utilize a significant amount of our staffing services and may be canceled on limited notice, so our revenue is not guaranteed.

Substantially all of our revenue is derived from multi-year contracts that are terminable for convenience. Under our multi-year agreements, we contract to provide clients with staffing services through work or service orders at the clients’ request. Under these agreements, our clients often have little or no obligation to request our staffing services. In addition, most of our contracts are cancellable on limited notice, even if we are not in default under the contract. We may hire employees permanently to meet the anticipated service demand under these agreements that may ultimately be delayed or canceled. We could face a significant decline in revenue, and our business, financial condition, or results of operations could be materially adversely affected if:

We operate in an intensely competitive and rapidly changing business environment, and there is a substantial risk that our services could become obsolete or uncompetitive.

The markets for our services are highly competitive. Our markets are characterized by pressures to provide high service levels, incorporate new capabilities and technologies, accelerate job completion schedules, and reduce prices. Furthermore, we face competition from several sources, including other firms and professional search, staffing, and consulting firms. Several of our competitors have greater financial and marketing resources than we do. New and existing competitors are aided by technology, and the market has low barriers to entry. Furthermore, Internet employment sites expand a company’s ability to find workers without the help of traditional agencies. Personnel agencies often work as intermediaries, helping employers accurately describe job openings and screen candidates. Increasing the use of sophisticated, automated job description and candidate screening tools could make many traditional functions of staffing companies obsolete. Specifically, the increased use of the Internet may attract technology-oriented companies to the professional staffing industry. Freemium social networking sites such as LinkedIn and free sites like Facebook are also becoming a common way for recruiters and employees to connect without the assistance of a staffing company.

Our future success will depend largely upon our ability to anticipate and keep pace with those developments and advances. Current or future competitors could develop alternative capabilities and technologies that are more effective, easier to use, or economical than our services. In addition, we believe that, with continuing development and increased availability of information technology, the industries we compete in may attract new competitors. Our related revenue would decrease if our capabilities and technologies become obsolete or uncompetitive. Due to competition, we may experience reduced margins on our services, loss of market share, and loss of clients. If we cannot compete effectively with current or future competitors due to these and other factors, our business, financial condition and results of operations could be materially adversely affected.

We have been and may be exposed to employment-related claims and losses, including class action lawsuits, which could have a material adverse effect on our business.

We employ people internally and in the workplaces of other businesses. Many of these individuals have access to clients information systems and confidential information. The risks of these activities include possible claims relating to:

We may incur fines and other losses or negative publicity with respect to these problems. In addition, these claims may give rise to litigation, which could be time-consuming and expensive. As an example, on December 5, 2023, the Company was served with a lawsuit asserting, among other items, a wage claim, over-time violations, and other wage-related claims. The plaintiff also requested the court grant the claim class action status. We believe that this is a nuisance suit and believe that we have in the past followed, and we continue to follow, all labor and wage practices in the jurisdictions in which we operate. We have retained counsel in the matter and expect it will be resolved shortly.

New employment and labor laws and regulations may be proposed or adopted that may increase employers' potential exposure to employment-related claims and litigation. There can be no assurance that the corporate policies we have in place to help reduce our exposure to these risks will be effective or that we will not experience losses due to these risks. There can also be no assurance that the insurance policies we have purchased to insure against certain risks will be adequate or that insurance coverage will remain available on reasonable terms or be sufficient in the amount or scope of coverage.

We may not successfully consummate or initiate acquisitions.

The ability of the Company to grow through acquisitions (as planned) will depend on several factors, including competition for acquisitions, the availability of capital and other resources to consummate acquisitions, and the ability to successfully integrate and train additional staff, including the staff of an acquired company. There can be no assurance that we will continue to establish and expand our market presence or successfully identify suitable acquisition candidates and complete acquisitions on favorable terms.

In addition to facing competition in identifying and consummating successful acquisitions, such acquisitions could involve significant risks, including:

In addition, future acquisitions could materially and adversely affect our business, financial condition, results of operations, and liquidity. Possible impairment losses on goodwill and intangible assets, or restructuring charges could occur. These risks could have a material adverse effect on the business because they may result in substantial costs to us and disrupt our business.

The temporary staffing industry is highly competitive, with limited barriers to entry, which could limit our ability to maintain or increase our market share or profitability.

We compete in national, regional, and local markets. Price competition in the staffing industry, particularly from our smaller competitors in local and regional markets, is intense, and pricing pressures from competitors and clients are increasing. Pricing pressure in the past has negatively impacted our results of operations. New competitors are entering various markets, which may further increase pricing pressures.

Clients have continued to competitively bid new contracts, and this trend is expected to continue for the foreseeable future. We also face significant competition in attracting and retaining qualified personnel.

Reliance on third-party agreements and relationships is necessary for the development of our business.

We will need strong third-party relationships and partnerships to develop and grow our business. We will be substantially dependent on these strategic partners and third-party relationships. We are party to an agreement with Proveedora De Insumos CHAAC S De R.L. de C.V. (“CHAAC”), a company organized under the laws of the Republic of Mexico in which Mr. Hush has an ownership interest. We rely on this partnership for recruitment activities in Mexico and loss of this partnership could hurt our recruitment in Mexico.

Government regulation could negatively impact our business.

Our business segments may be subject to various government regulations in the jurisdictions in which they operate. Failure to comply with applicable federal, state, local or foreign laws or regulations could subject our company to enforcement action, including civil and criminal penalties, which could have a material adverse effect on our company’s businesses. Due to the potential wide scope of our operations, we could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. We may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for failing to comply. We believe that our Company is in substantial compliance with such governmental regulations. However, federal, state, local and foreign laws and regulations are subject to future changes. Our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.

We are dependent on certain members of our management and technical team.

Investors in our Common Stock must rely upon the ability, expertise, judgment, and discretion of our management and the success of our technical team in identifying, discovering, evaluating, and training employees. Our performance and success are dependent, in part, upon key members of our management and technical team, and their loss or departure could be detrimental to our future success. In deciding to invest in our Common Stock, you must be willing to rely significantly on our management’s discretion and judgment. A significant amount of the pre-offering interests in our Company are held by our management and technical team and will be vested at the time of this Offering. There can be no assurance that our management and technical team will remain in place. The loss of any of our management and technical team members could have a material adverse effect on our results of operations and financial condition, as well as on the market price of our Common Stock. See “Management.”

We may be exposed to liabilities under the FCPA and other anti-corruption laws, and any determination that we violated the FCPA or other such laws could have a material adverse effect on our business.

We are subject to the FCPA and other laws that prohibit improper payments or offers of payments to foreign government officials and political parties to obtain or retain business. We do business and may do additional business in the future in countries and regions in which we may face, directly or indirectly, corrupt demands by officials. Although the company has implemented strict policies and training programs for its employees on such matters, we face the risk of unauthorized payments or offers of payments by one of our employees or consultants. Our existing safeguards and any future improvements may prove to be less than effective in preventing such unauthorized payments, and our employees and consultants may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results, and financial condition. In addition, the United States government may seek to hold us liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

The requirements of being a public company may strain our resources, result in more litigation, and divert management’s attention.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, the listing requirements of the NYSE American and other applicable securities rules and regulations. Complying with these rules and regulations will increase our legal and financial compliance costs, make some activities more difficult, time-consuming, or costly, and increase demand on our systems and resources, including management. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports for our business and operating results. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We are required to disclose changes made in our internal controls and procedures quarterly. Significant resources and management oversight may be required to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. We may also need to hire additional employees or engage outside consultants to comply with these requirements, increasing our costs and expenses.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time-consuming. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as regulatory and governing bodies provide new guidance. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

These new rules and regulations may make it more expensive for us to obtain director and officer liability insurance and, in the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit and compensation committees and qualified executive officers.

By disclosing information in this prospectus and in future filings required of a public company, our business, and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If those claims are successful, our business could be seriously harmed. Even if the claims do not result in litigation or are resolved in our favor, the time and resources needed to resolve them could divert our management’s resources and seriously harm our business.

We have identified material weaknesses in our internal controls over financial reporting, which, if not corrected, could affect the reliability of our financial statements and have other adverse consequences.

In connection with the audit of our balance sheets as of December 31, 2023 and 2022, the related statements of operations, changes in stockholders’ equity, and cash flows for the years ended December 31, 2023 and 2022 and review of our unaudited balance sheets as of March 31, 2024, the related statements of operations, changes in stockholders’ equity, and cash flows for the period ended March 31, 2024, we have identified material weaknesses in our internal controls over financial reporting. We intend to remediate these material weaknesses during the calendar year 2024 by taking the actions described below and do not anticipate any material costs associated with remediation. A material weakness is a deficiency, or a combination of deficiencies, in internal controls over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified are as follows: (a) the Company lacks an effective control environment, (b) the Company has not formally designed or implemented risk assessment controls, (c) the Company has not formally designed or implemented monitoring controls, (d) the Company has not formally designed or implemented information and communication controls, and (e) certain activity-level controls have not been designed or implemented or are not operating effectively.  This includes certain authorization, approval, and review controls over the Company's financial statements and accounting records, as well as controls over the identification, approval, and disclosure of related party transactions, and controls over the review of service organization control reports. In certain cases, controls have been implemented, but formal documentation does not exist regarding the design or operating effectiveness of controls. In addition, the Company’s processes lack segregation of duties in certain audit areas. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal controls under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal controls over financial reporting. Had we performed a formal assessment of our internal controls over financial reporting, or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional material weaknesses or internal control deficiencies may have been identified.

To remediate our identified material weaknesses, our Chief Financial Officer with appropriate understanding of U.S. GAAP and financial reporting requirements set forth by the SEC, has been tasked in addressing these issues. We also plan take the following actions and adopt measures to improve our internal controls over financial reporting, including, among others: (i) hiring additional qualified accounting and financial personnel with appropriate knowledge and experience in U.S. GAAP and SEC reporting requirements, (ii) organizing regular training for our accounting staff, especially training related to U.S. GAAP and SEC reporting requirements, (iii) formulating U.S. GAAP accounting policies and procedures manual, which will be maintained, reviewed and updated, on a regular basis, to the latest U.S. GAAP accounting standards, and (iv) establishing period end financial closing policies and procedures for preparation of financial statements. However, these actions or the implementation of these measures in the future may not fully address the weaknesses in our internal control over financial reporting, and we may not be able to conclude that they have been fully remediated. Our failure to correct these deficiencies or failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud. Finally, if we are unable to ensure effective control over financial reporting, we may fail to meet our reporting obligations and investors could lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.

Our effective tax rate could be materially adversely affected by several factors.

We are a U.S.-based company subject to tax in the U.S. We do not believe that we are subject to any foreign tax jurisdictions.

In the event that the Company begins operating in a foreign countries, significant judgment would be required in determining our global provision for income taxes, deferred tax assets or liabilities, and evaluating our tax positions worldwide. While we believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business, these positions may be challenged by jurisdictional tax authorities, which may significantly impact our global provision for income taxes.

Tax laws are being re-examined and evaluated globally. New laws and interpretations of the law are considered for financial statement purposes in the quarter or year that they become applicable. Tax authorities are increasingly scrutinizing companies' tax positions. Many countries in the European Union, as well as other countries and organizations such as the Organization for Economic Cooperation and Development (OECD) and the European Commission, are actively considering changes to existing tax laws that, if enacted, could increase our tax obligations in countries where we do business. Moreover, if the U.S. or other foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operations may be adversely impacted.

In addition, any significant changes enacted by the current U.S. presidential administration to the Code or specifically to the Tax Cuts and Jobs Act (“TCJA”) enacted in 2017 or to regulatory guidance associated with the TCJA could materially adversely affect our effective tax rate.

The competitive job market creates a challenge and potential risk as we grow and strive to attract and retain a highly skilled workforce.

Competition for our employees, including highly skilled technology and product professionals, is extremely intense reflecting a tight labor market. This can present a risk as we compete for experienced candidates, especially if the competition offers more attractive financial employment terms. This risk extends to our current employee population. In addition, we have been impacted and could be further impacted by the ongoing COVID-19 pandemic, which could cause talented employees to change locations, and may make it more challenging to attract and retain skilled professionals. We may also invest significant time and expense in engaging and developing our employees as we grow our business, which also increases their value to other companies that may seek to recruit them. Turnover can result in significant replacement costs and lost productivity. Additionally, U.S. immigration policy may make it more difficult for qualified foreign nationals to obtain or maintain work visas under the H-1B classification. These H-1B visa limitations may make it more difficult and/or more expensive for us to hire the skilled professionals we need to execute our growth strategy and may adversely impact our business.

Restrictions on immigration may affect our ability to compete for and provide services to clients in the United States which could result in lost revenue and delays in client engagements and otherwise adversely affect our ability to meet our growth and revenue projections.

A large number of our employees are foreign nationals. 99% of our Field Employees are foreign nationals and 25% of our Headquarters Employees are foreign nationals. The ability of our professionals to work in the United States depends on the ability to obtain the necessary visas and entry permits. In recent years, the United States has increased scrutiny in granting H-1B, L-1, TN, and ordinary business visas. In response to terrorist attacks and global unrest, the U.S. has not only increased scrutiny in granting visas but have also introduced new security procedures, which include extensive background checks, personal interviews and the use of biometrics, as conditions to granting visas and work permits. The inability of key project personnel to obtain necessary visas or work permits could delay or prevent our fulfillment of client projects, which could hamper our growth and cause our revenue to decline. These restrictions and additional procedures may delay, or even prevent, the issuance of a visa or work permit to our professionals and affect our ability to staff projects in a timely manner. Any delays in staffing a project can result in project postponement, delays, or cancellation, which could result in lost revenue and decreased profitability and have a material adverse effect on our business, revenue, profitability, and utilization rates.

Immigration laws in countries where we seek to obtain visas or work permits may require us to meet certain other legal requirements as conditions for obtaining or maintaining entry visas. These immigration laws are subject to legislative change and varying standards of application and enforcement due to political forces, economic conditions, or other events, including terrorist attacks. We cannot predict the political or economic events that could affect immigration laws or any restrictive impact those events could have on obtaining or monitoring entry visas for our personnel. Our reliance on work visas and work permits for a significant number of our professionals makes us particularly vulnerable to such changes and variations in the United States because these immigration and legislative changes affect our ability to staff projects with professionals who are not citizens of the country where the onsite work is to be performed. We may not be able to obtain a sufficient number of visas for our professionals or may encounter delays or additional costs in obtaining or maintaining such visas. To the extent we experience delays due to such immigration restrictions, we may encounter client dissatisfaction, project and staffing delays in new and existing engagements, project cancellations, higher project costs, and loss of revenue, resulting in decreases in profits and a material adverse effect on our business, results of operations, financial condition, and cash flows.

Our executive officers and the majority of our directors are also officers and directors of our majority owner, WTI, and conflicts of interest may arise as a result.

Because our executive officers and a majority of our directors are also officers and directors of WTI, conflicts of interest between us and WTI may arise, including how our management evaluates acquisition and other business development opportunities, hiring opportunities, and financing opportunities. There can be no assurance that conflicts of interest will be resolved in a manner favorable to the Company.

We will be a “controlled company” within the meaning of the listing rules of the NYSE American and, as a result, can rely on exemptions from certain corporate governance requirements that protect stockholders of other companies.

Because WTI owns a majority of our Common Stock and will own a majority of our Common Stock after this offering, we will be a “controlled company” as defined under the listing rules of the NYSE American. Under the NYSE American listing rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. For as long as we remain a controlled company, we are permitted to elect to rely on certain exemptions from the NYSE American’s corporate governance rules, including the following:

Although we do not intend to rely on the “controlled company” exemptions to the NYSE American’s corporate governance rules, we could elect to rely on these exemptions in the future. If we elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors, our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the offering, and you would not have the same protection afforded to stockholders of companies that are subject to the NYSE American corporate governance rules.

We are authorized to issue “blank check” preferred stock without stockholder approval, which could adversely impact the rights of holders of our Common Stock.

Our articles of incorporation authorize us to issue up to 10,000,000 shares of “blank check” preferred stock, meaning our board of directors can designate the rights and preferences of classes or series of such preferred stock without stockholder approval. Any preferred stock we issue in the future may rank ahead of our Common Stock in terms of dividend priority or liquidation premiums and may have greater voting rights than our Common Stock. In addition, such preferred stock may contain provisions allowing those shares to be converted into shares of Common Stock, which could dilute the value of Common Stock to current stockholders and could adversely affect the market price, if any, of our Common Stock. In addition, the preferred stock could be utilized, under certain circumstances, as a method of discouraging, delaying, or preventing a change in control of our company. Although we have no present intention to issue any shares of authorized preferred stock, there can be no assurance that we will not do so in the future.

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

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

Cybersecurity incidents could disrupt our business operations, which could result in the loss of critical and confidential information, and harm our business.

Global cybersecurity threats and incidents directed at us or any of our third-party service providers we engage can range from uncoordinated individual attempts to gain unauthorized access to information technology systems to sophisticated and targeted measures known as advanced persistent threats. In the ordinary course of our business, we and our third-party service providers collect and store sensitive data, including our proprietary business information and intellectual property, and that of our customers, including personally identifiable information. Additionally, we rely increasingly on third-party providers to store and process data, and to communicate and work collaboratively. The secure processing, maintenance, and transmission of information are critical to our operations and we rely on the security procedures of these third-party providers. Although we employ comprehensive measures designed to prevent, detect, address, and mitigate these threats (including access controls, data encryption, vulnerability assessments, and maintenance of backup and protective systems), cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption, or unavailability of critical data and confidential or proprietary information (our own or that of third parties, including personally identifiable information of our customers) and the disruption of business operations. Any such compromises to our security, or that of our third-party providers, could cause customers to lose trust and confidence in us, and stop using our website and mobile application in their entirety. In addition, we may incur significant costs for remediation that may include liability for stolen assets or information, repair of system damage, and compensation to customers and business partners. We may also be subject to legal claims, government investigation, and additional state and federal statutory requirements.

Inflation may adversely affect us by increasing costs beyond what we can recover through price increases and limit our ability to enter into future traditional debt financing.

Inflation can adversely affect us by increasing costs of critical materials, labor, and other services. In addition, inflation is often accompanied by higher interest rates. Continued inflationary pressures could impact our profitability. Inflation may also affect our ability to enter into future traditional debt financing, as high inflation may result in an increase in cost.

Certain economic and business factors and their impacts on the aviation industry and other general macroeconomic factors, including unemployment, energy prices and interest rates that are largely beyond our control may adversely affect business and our results of operations.

Our business results depend on a number of industry-specific and general economic factors, many of which are beyond our control, and may adversely affect consumer behavior and our results of operations. The staffing service of the aviation industry is affected by changes in international conflicts, political instability, trade disputes, and changes in government regulation. These events can lead to disruptions in the aviation industry, fluctuations in demand for our services, and increased operational costs.

General economic conditions, including slow global recovery from economic downturns, geopolitical conditions and uncertainty about the strength or pace of economic recovery may adversely affect our results of operations. Economic recession, a protracted economic slowdown, a worsening economy, increased unemployment, increased inflation, increased energy prices, rising interest rates, a downgrade of the U.S. government’s long-term credit rating, imposition of retaliatory tariffs on important U.S. imports and exports or other industry-wide cost pressures have affected and can continue to affect consumer behavior in the aviation industry and consequently could reduce the demand for our services.

Risks Relating to This Offering

An active and liquid trading market for our Common Stock may not develop.

Prior to this Offering, our Common Stock was not traded on any market. An active and liquid trading market for our Common Stock may not develop or be maintained after this Offering. Liquid and active trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. The market price of our Common Stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our Common Stock, you could lose a substantial part or all of your investment in our Common Stock. The IPO price will be negotiated between us and the underwriter, and may not be indicative of the market price of our Common Stock after this Offering. Consequently, you may not be able to sell our Common Stock at prices equal to or greater than the price paid by you in the Offering.

The price of our Common Stock may be volatile, and purchasers of our Common Stock could incur substantial losses.

Our share price may be volatile. The stock market in general has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, investors may not be able to sell their Common Stock at or above the IPO price. The market price for our Common Stock will be influenced by many factors, including, but not limited to:

A substantial portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.

All of the Common Stock being sold in this Offering will be freely tradable without restrictions or further registration under the federal securities laws unless purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act. Of the remaining shares of Common Stock issued and outstanding upon the closing of this Offering, approximately 85% are restricted securities as defined in Rule 144 under the Securities Act. Restricted securities may be sold in the United States public market only if registered or if they qualify for an exemption from registration, including by reason of Rules 144 or 701 under the Securities Act. All of our restricted Common Stock will be eligible for sale in the public market 180 days following the effective date of the registration for this Offering, subject in certain circumstances to the volume, manner of sale and other limitations under Rule 144, and also the lock-up agreements described under “Underwriting” in this prospectus. Additionally, we intend to register all our Common Stock that we may issue under our employee benefit plans. Once we register these shares of Common Stock, they can be freely sold in the public market upon issuance, unless pursuant to their terms these share awards have transfer restrictions attached to them. Sales of a substantial number of shares of our Common Stock, or the perception in the market that the holders of a large number of shares intend to sell their Common Stock, could reduce the market price of our Common Stock.

The concentration of our share capital ownership among our largest stockholders, and their affiliates, will limit your ability to influence corporate matters.

After our Offering, we anticipate that our five largest stockholders will collectively own approximately 88% of our issued and outstanding Common Stock. Consequently, these stockholders will be able to dictate the outcome of all matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. This concentration of ownership will limit your ability to influence corporate matters, and as a result, actions may be taken that you may not view as beneficial.

If our listing application for our Common Stock is not approved by the NYSE American, we will not be able to consummate the Offering and will terminate the Offering.

If our listing application is not approved by the NYSE American, we will not be able to consummate the Offering and will terminate the Offering. Failure to have our Common Stock listed on the NYSE American would make it more difficult for our stockholders to dispose of our Common Stock and more difficult to obtain accurate price quotations on our Common Stock. Our ability to issue additional securities for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely affected if our Common Stock is not traded on a national securities exchange.

The market price of our Common Stock may be highly volatile, and you could lose all or part of your investment.

The trading price of our Common Stock is likely to be volatile. Upon the consummation of this Offering, we will have a relatively small public float due to the relatively small size of the Offering, and the concentrated ownership of our Common Stock among our executive officers, directors, and greater than 5% stockholders. As a result of our small public float, our Common Stock may be less liquid and have greater stock price volatility than the common stock of companies with broader public ownership.

Our stock price could be subject to wide fluctuations in response to a variety of other factors, which include:

In addition, the stock market in general, and the stock of aviation and staffing companies in particular, has recently experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Such rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our stock. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. If the market price of our Common Stock after the Offering does not exceed the IPO price, you may not realize any return on your investment in us and may lose some or all of your investment.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to five full fiscal years, unlike other public companies, we will not be required to, among other things: (i) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) comply with any new requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer; (iii) provide certain disclosures regarding executive compensation required of larger public companies; or (iv) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.235 billion of revenue in a fiscal year, have more than $700 million in market value of our Common Stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period.

To the extent that we rely on any exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies. If some investors find our Common Stock to be less attractive as a result, there may be a less active trading market for our Common Stock, and their trading prices may be more volatile.

If you purchase our Common Stock in the Offering, you will suffer immediate and substantial dilution of your investment.

The IPO price of the Common Stock is substantially higher than the net tangible book value per share. Therefore, if you purchase Common Stock in the Offering, your interest will be diluted immediately to the extent of the difference between the IPO price and the net tangible book value per share after this Offering. See “Dilution.”

We have broad discretion in the use of our net proceeds from the Common Stock sold in the Offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds from this Offering and could spend the proceeds in ways that do not improve our operating results or enhance the value of our Common Stock. Our stockholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. The failure of our management to apply these funds effectively could result in financial losses that could have a material adverse effect on our business and cause the price of our Common Stock to decline. Pending their use, we may invest our net proceeds from this Offering in a manner that does not produce income, or that loses value. See “Use of Proceeds” in this prospectus.

We do not intend to pay dividends on our Common Stock and consequently, your only opportunity to achieve a return on your investment is if the price of our Common Stock appreciates.

We do not plan to declare dividends on shares of our Common Stock in the foreseeable future. Consequently, your only opportunity to achieve a return on your investment in us will be if the market price of our Common Stock appreciates, which may not occur, and you sell your Common Stock at a profit. There is no guarantee that the price of our Common Stock that will prevail in the market after this Offering will ever exceed the price that you pay for the Common Stock.

We cannot assure you that our plans to raise capital will be successful.

As of December 31, 2023, we had working capital of approximately $4.9 million and as of March 31, 2024, we had working capital of approximately $5.0 million. While the Company currently has sufficient working capital, if the Company is not successful in raising capital, it could have an adverse effect on our continued and future growth. Management’s plans to address this need for capital are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We cannot assure you that our plans to raise capital will be successful.

Prior to this offering, we were majority-owned by Wybridge Technologies, Inc. (“WTI”), and a small group of Company officers and directors hold a majority of the control of WTI.

As of immediately prior to the commencement of this offering, the Company was a majority-owned subsidiary of WTI with WTI owning approximately 100% of our outstanding shares of Common Stock. Kent Hush, our Chief Financial Officer, and David Riggs, our Chief Compliance Officer, are the controlling stockholders of WTI and together beneficially own approximately 100% of WTI’s outstanding common stock and 100% of WTI’s outstanding preferred stock. By virtue of such stock ownership, those principal WTI stockholders are able to control the election of the members of WTI’s Board of Directors. In turn, WTI, by virtue of its majority ownership of the Company, is able to control the election of the members of our Board of Directors. As a result, those principal WTI stockholders can exercise control over the affairs of the Company, including the election and removal of members of our board of directors, amending our Articles of Incorporation and Bylaws, and adopting measures that could delay or prevent a change of control.

Such concentration of ownership and control could have the effect of delaying, deterring or preventing a change in control of the Company that might otherwise be beneficial to stockholders. There can be no assurance that conflicts of interest will not arise with respect to our key officers and directors, or that such conflicts will be resolved in a manner favorable to the Company.

There has been no independent valuation of our stock, which means that our Common Stock may be worth less than the offering price in the offering.

The per share purchase price in the offering has been determined by us without independent valuation of our shares of Common Stock. We established the offering price based on management’s estimate of the valuation of the Company’s shares of Common Stock. This valuation is highly speculative and arbitrary. There is no relation to the market value, book value, or any other established criteria. We did not obtain an independent appraisal opinion on the valuation of our shares. Our shares of Common Stock may have a value significantly less than the offering price, and the shares may never obtain a value equal to or greater than the offering price.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our Common Stock could be negatively affected.

Any trading market for our Common Stock may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our Common Stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our Common Stock could be negatively affected.

Future issuances of debt securities, which would rank senior to our Common Stock upon any bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to our Common Stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in our Common Stock.

In the future, we may attempt to increase our capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of our debt securities, and lenders with respect to other borrowings we may make, would receive distributions of our available assets prior to any distributions being made to holders of our Common Stock. Moreover, if we issue preferred stock, the holders of such preferred stock could be entitled to preferences over holders of Common Stock in respect of the payment of dividends and the payment of liquidating distributions. Because our decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return, if any, they may be able to achieve from an investment in our Common Stock.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this prospectus include, but are not limited to, statements about:

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate, and financial trends that we believe may affect our business, financial condition, results of operations, and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties, and assumptions described in the section titled “Risk Factors” and elsewhere in this prospectus. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, or otherwise.

In addition, statements like “we believe,” and similar statements reflect our beliefs and opinions on the relevant subject at the time the statement was made. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon them.

INDUSTRY AND OTHER DATA

This prospectus contains industry, market, and competitive position data from our internal estimates and research, industry and general publications, research surveys, and studies conducted by third parties. Industry publications, studies, and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. Our internal data and estimates are based on information obtained from trade and business organizations and other contacts in the markets we operate and our management’s understanding of industry conditions. While we believe each of these studies and publications is reliable, we have not independently verified market and industry data from third-party sources. While we believe our internal company research is reliable and the market definitions are appropriate, an independent source has verified neither such research nor definitions.

The industry in which we operate is subject to risks and uncertainties due to various factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

USE OF PROCEEDS

We estimate that the net proceeds to us from our issuance and sale in this Offering will be approximately $6,730,000, assuming an IPO price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriter’s over-allotment option is exercised in full, we estimate that our net proceeds will be approximately $7,822,000. Each $1.00 increase (decrease) in the assumed IPO price of $5.00  per share would increase (decrease) the net proceeds to us from this Offering by approximately $1,456,000, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of 100,000 in the number of Common Stock we are offering would increase (decrease) the net proceeds to us from this Offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by us, by approximately $455,000, assuming the assumed IPO price stays the same.

The principal purposes of this Offering are to increase our capitalization and financial flexibility, to create a public market for our Common Stock, and to facilitate our future access to the capital markets. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds we receive from this Offering. However, we currently intend to use the net proceeds we receive from this Offering as follows:

This expected use of net proceeds from this offering represents our intentions based on our current plans and business conditions, which could change as our plans and business conditions evolve. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors, including the progress of our development, our revenue, marketing, and manufacturing efforts, any collaborations that we may enter into with third parties for our products and any unforeseen cash needs. As a result, our management will retain broad discretion over allocating the net proceeds from this offering.

We believe opportunities may exist from time to time to expand our current business through the acquisition of complementary assets and businesses. While we have no current agreements or commitments for any specific acquisitions or in-licenses, we may use a portion of the net proceeds for these purposes.

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

DIVIDEND POLICY

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

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2024, as follows:

The information presented below on an “as adjusted” basis is illustrative only. Our capitalization following the closing of this Offering will be adjusted based on the actual IPO price and other terms of this Offering of the Common Stock determined at pricing. You should read this information in conjunction with our financial statements and the related notes included elsewhere in this prospectus, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, and other financial information contained in this prospectus.

The number of shares of our Common Stock to be outstanding upon completion of this offering is based on 9,000,000 shares of our Common Stock outstanding as of July 24, 2024, and excludes:

DILUTION

If you invest in our Common Stock in this Offering, your ownership interest will be immediately diluted to the extent of the difference between the assumed IPO price of $5.00 per share (the midpoint of the range appearing on the front cover of this prospectus) and the pro forma as adjusted net tangible book value per share immediately upon the consummation of this Offering of the Common Stock. Net tangible book value per share represents the book value of our tangible assets less the book value of our total liabilities divided by the number of shares of Common Stock then issued and outstanding.

Our net tangible book value as of March 31, 2024 was $4,692,156, or 0.52 per share After giving effect to the issuance of 60,000 shares of Common Stock to Hayden IR and 5,000 shares of Common Stock to Lucosky Brookman LLP immediately prior to the closing of this Offering, our pro forma net tangible book value as of March 31, 2024, would have been approximately $4,692,156 million, or approximately $0.52 per share. After giving effect to our sale of shares of Common Stock in this Offering at an assumed IPO price of $5.00 per share (which is the midpoint of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2024, would have been approximately $11,422,156 million, or approximately $1.07 per share (assuming no exercise of the underwriter’s option to purchase additional shares). This amount represents an immediate and substantial dilution of $3.93 per share to new investors purchasing Common Stock in this Offering. The following table illustrates this dilution per share:

A $1.00 increase (decrease) in the assumed IPO price of $5.00 per share (the midpoint of the range appearing on the front cover of this prospectus) would increase (decrease) the pro forma “as adjusted” net tangible book value by approximately $1,456,000  million, or approximately $0.14  per share, and increase (decrease) the dilution per share to new investors by approximately $0.14  per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses (assuming no exercise of the over-allotment option to purchase additional share, and assuming no exercise of the Underwriter’s Warrants), in each case payable by us. We may also increase or decrease the number of shares we are offering. An increase (decrease) of 100,000 shares offered by us would increase (decrease) our pro forma “as adjusted” net tangible book value by approximately $455,000, or $0.03 per share and increase (decrease) the dilution per share to new investors by approximately $0.03 per share, assuming the assumed IPO price remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma “as adjusted” information discussed above is illustrative only and will change based on the actual IPO price and other terms of this Offering determined at pricing.

If the underwriter exercises its over-allotment option in full to purchase the additional 240,000 shares in the Offering, the pro forma “as adjusted” net tangible book value per share after this Offering would be $1.15  per share, and the “as adjusted” dilution to new investors would be $3.85  per share, in each case assuming an IPO price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.

The following table summarizes, on a pro forma “as adjusted” basis described above, as of December 31, 2023, the differences between the number of shares of Common Stock purchased from us, the total consideration paid, and the average price per share paid by existing stockholders and by new investors participating in this Offering at an assumed IPO price of $5.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. As the table shows, new investors purchasing Common Stock in the Offering will pay an average price per share substantially higher than our existing stockholders paid.

(In thousands, except per share amounts and percentages)

If the underwriter exercises its over-allotment option to purchase additional shares of Common Stock, the percentage of shares of Common Stock held by existing stockholders will decrease to approximately 83% of the total number of shares of our Common Stock outstanding after this Offering, and the number of shares held by new investors will increase to 1,840,000, or approximately 17% of the total number of shares of our Common Stock outstanding after this Offering.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations in conjunction with “Summary Financial Data” and our financial statements and related notes included elsewhere in this prospectus. This management’s discussion and analysis, and other parts of this prospectus, contain forward-looking statements based upon current beliefs, plans, and expectations that involve risks, uncertainties, and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements due to several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to understand the important factors that could cause actual results to differ materially from our forward-looking statements. Please also see the “Cautionary Note Regarding Forward-Looking Statements and Industry and Market Data” section in this prospectus.

Overview

Job Aire Group Inc. (JAG) is a professional services company incorporated in Arizona focused on the aviation industry. JAG specializes in providing employees for aircraft and engine inspection and audit, hard-core aeronautical engineering, and aircraft maintenance marketing. JAG has built an excellent reputation for providing experienced, professional, heavy transport aircraft maintenance technicians.

JAG was created in 2007 by a retired Air Force officer and commercial pilot to provide services to the aviation industry. Nick Ammons became president and chairman of the board on January 1, 2022.

Results of Operations

Results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022

Revenue. For the year ended December 31, 2023, we generated revenue of $29.1 million, an increase of 47.7% compared to $19.7 million in the same period in 2022. Revenue growth was driven by increasing our staffing availability to fill more client contract roles and during the year ended December 31, 2023, we added 80 new Field Employees.

Costs of Revenue. For the year ended December 31, 2023, our cost of revenue was $25.5 million, an increase of 45.3% compared to $17.64 million in the same period in 2022.  The increase in cost of revenue was primarily due to the increased number of employees.

Gross Profit. For the year ended December 31, 2023, our gross profit was $3.6 million, an increase of 67.6%, compared to $2.1 million in the same period in 2022. For the twelve months ended December 31, 2023, gross margin was 12.2%, compared to 10.8% in the same period in 2022. This increase in gross margin was due to new and renegotiated contracts that had greater margins.

Selling, General, and Administrative Expenses (SG&A). For the year ended December 31, 2023, SG&A expenses were $2.0 million, flat as compared to $1.9 million in the same period in 2022.

Operating Income. For the year ended December 31, 2023, operating income was $1.5 million, an increase of 514.2% compared to $0.2 million in the same period in 2022. The increase in operating income was primarily due to the higher revenue; however, the Company also added additional operational support staff to accommodate the growth. The increased operational support staffing will allow the Company to grow without significant additional operational support staff until the Company reaches approximately 1,000 Field Employees and operating leverage in the SG&A line, which also benefitted from personnel reductions and streamlining internal processes and procedures.  Given the Company’s high operating leverage stemming from a mostly fixed operating expense structure, management believes its operating income growth rates can exceed its revenue growth rates going forward.

Other Income. For the year ended December 31, 2023, other income was $2.3 million compared to $0.0 million in the same period in 2022. In 2023, JAG received a one-time $2.4 million benefit from the ERC program.

Net Income. For the year ended December 31, 2023, net income was $3.4 million, an increase of 4,390%, compared to a net loss of $0.1 million in the same period in 2022. The primary reason for the increase in net income is due to an increase in revenue and other income of $2.4 million related to cash received under the Employment Retention Tax Credit.

Management’s goal is to continue to lower operating expenses while growing revenue. We plan to invest in expanding our operations and implement marketing campaigns to increase awareness of JAG’s competitive advantages in the marketplace and accelerate growth from current and potential clients.

Results of operations for the three months ended March 31, 2024 compared to the three months ended March 31, 2023

Revenue. For the three months ended March 31, 2024, we generated revenue of $8 million, an increase of 13% compared to $6.2 million in the same period in 2023. Revenue growth was driven by the increased number of employees in 2024 compared to 2023.

Costs of Revenue. For the three months ended March 31, 2024, our cost of revenue was $7.03 million, an increase of 13% compared to $6.15 million in the same period in 2023.  The increase in cost of revenue was primarily due to the increased number of employees in 2024 compared to 2023.

Gross Profit. For the three months ended March 31, 2024, our gross profit was $938 thousand, an increase of 16.2%, compared to $786 thousand in the same period in 2023. For the three months ended March 31, 2024, gross margin was 12%,  flat as compared to 12% in the same period in 2023.

Selling, General, and Administrative Expenses (SG&A). For the three months ended March 31, 2024, SG&A expenses were $589 thousand, compared to $413 thousand in the same period in 2023. The increase in SG&A expenses is primarily due to an increase in travel expenses, and audit fees that were not incurred during the prior year period.

Operating Income. For the three months ended March 31, 2024, operating income was $349 thousand, a decrease of 7% compared to $374 thousand in the same period in 2023. The decrease in operating income was primarily due to an increase in travel expenses, and audit fees that were not incurred during the prior year period.

Net Income. For the three months ended March 31, 2024, net income was $187 thousand, a decrease of 56.3%, compared to a net income of $293 thousand in the same period in 2023. The primary reason for the decrease in net income is due to increase in audit expenses, and interest expenses that were not incurred in the prior year period.

Management’s goal is to continue to lower operating expenses while growing revenue. We plan to invest in expanding our operations and implement marketing campaigns to increase awareness of JAG’s competitive advantages in the marketplace and accelerate growth from current and potential clients.

Liquidity and Capital Resources

For the year ended December 31, 2023, net income was $3.4 million, and retained earnings were $4.6 million. At December 31, 2023, cash and cash equivalents were $1.3 million, compared to $0.7 million at December 31, 2022. Working capital was $4.9 million, compared to $1.5 million at December 31, 2022. We have historically been able to generate sufficient cash from operating activities to fund our ongoing operations, and we expect to be able to fund our operations over the next 12 months in the same manner, even in the absence of raising growth capital through share issuances or other sources of financing.

For the three months ended March 31, 2024, net income was $187 thousand, and retained earnings were $4.8 million. At March 31, 2024, cash and cash equivalents were $1 million, compared to $75 thousand at March 31, 2023. Working capital was $5 million, compared to $2.7 million at March 31, 2023. We have historically been able to generate sufficient cash from operating activities to fund our ongoing operations, and we expect to be able to fund our operations over the next 12 months in the same manner, even in the absence of raising growth capital through share issuances or other sources of financing.

Cash Flow

The following table summarizes our cash flows for the periods indicated below:

Cash Used in Operating Activities

During the year ended December 31, 2023, cash provided by operating activities was $2.2 million, primarily reflecting our net income for the period, adjusted by non-cash charges such as right of use assets and depreciation, as well as changes in accounts receivable, prepaids, deposits, accounts payable, and accrued expenses. During the year ended December 31, 2022, cash used in operating activities of $0.9 million primarily reflected our net income for the period, adjusted by changes in accounts receivable, prepaids, deposits, accounts payable, and accrued expenses.

Cash Used by Investing Activities

During the year ended December 31, 2023, cash provided by investing activities was $220,388, which consisted of a down payment on the purchase of land in the amount of $48,000 and the purchase of vehicles offset by the sale of a vehicle in the amount of $27,300 and cash receipts from a note receivable of $281,780. There was no gain or loss on the sale of the vehicle.  During the year ended December 31, 2022, cash used in investing activities was $31,500, which was for the purchase of a vehicle.

Cash Provided by Financing Activities

During the year ended December 31, 2023, cash used in financing activities was $1.8 million, which consisted of repayments of related party and officer debt, notes payable, and deferred financing costs. During the year ended December 31, 2022, cash provided by financing activities was $1.4 million, which primarily consisted of proceeds from a related party and proceeds from officer loans.

The following table summarizes our cash flows for the periods indicated below:

Cash Used in Operating Activities

During the three months ended March 31, 2024, cash used by operating activities was $1.0 million, primarily reflecting our net income for the period, adjusted by non-cash charges such as right of use assets and depreciation, as well as changes in accounts receivable, prepaids, deposits, accounts payable, and accrued expenses. During the three months ended March 31, 2023, cash used in operating activities of $0.9 million primarily reflected our net income for the period, adjusted by changes in accounts receivable, prepaids, deposits, accounts payable, and accrued expenses.

Cash Used by Investing Activities

During the three months ended March 31, 2024, cash provided by investing activities was $0. During the three months ended March 31, 2023, cash used in investing activities was $48,000, which consisted of a down payment on the purchase of land in the amount of $48,000

Cash Provided by Financing Activities

During the three months ended March 31, 2024, cash provided by financing activities was $691 thousand, which consisted of proceeds from the line of credit and repayments of notes payable, and deferred financing costs. During the three months ended March 31, 2023, cash provided by financing activities was $385 thousand, which primarily consisted of repayments to a related party and proceeds from officer loans.

Critical Accounting Policies and Estimates

The accounting policies described below are considered critical to obtaining an understanding of our consolidated financial statements because their application requires the use of significant estimates and judgments by management in preparing the consolidated financial statements. Management estimates and judgments are inherently uncertain and may differ significantly from actual results achieved. Management considers an accounting estimate to be critical if the estimate requires significant assumptions and changes in the estimate or, the use of alternative estimates, could have a material impact on our results of operations or financial position. For more information on our accounting policies, see "Notes to Financial Statements—Note 1. Organization and Summary of Significant Accounting Policies.”

Revenue Recognition

Revenue is recognized in accordance with ASC 606, Contracts with Customers.

The Company recognizes revenue on a weekly basis according to the timecards submitted to the Company by the client. Revenue is recognized at an amount that reflects the consideration the Company will receive from the client.

Income Taxes

We provide for income taxes based on enacted tax law and statutory tax rates at which items of income and expenses are expected to be settled in our income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. We have incurred net operating losses for financial reporting and net losses for tax-reporting purposes. Accordingly, for Federal and state income tax purposes, the benefit for income taxes has been offset entirely by a valuation allowance against the related federal and state deferred tax asset for the twelve months ended December 31, 2023 and the year ended December 31, 2022.

The JOBS Act and Emerging Growth Company Status

As a company with less than $1.235 billion in revenue during our most recently completed fiscal year, we qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We may take advantage of these exemptions until we are no longer an emerging growth company. Accordingly, the information contained herein may differ from the information you receive from other public companies.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Gries & Associates, LLC served as the independent registered public accounting firm of the Company for the financial years ended December 31, 2022, and 2021. On March 5, 2024, the Public Company Accounting Oversight Board (PCAOB) announced a sanction against Gries & Associates, LLC for violating PCAOB rules and standards. The disciplinary order revoked Gries & Associates’ PCAOB registration, with permission to reapply after a year.

On January 30, 2024, the Company’s Board dismissed Gries & Associates and appointed Marcum LLP as the independent registered public accounting firm of the Company.

BUSINESS

Overview

We are a 16-year-old professional services company with demonstrated expertise and excellence in providing comprehensive staffing solutions across various facets of the aviation industry. Over the years, we have built a strong reputation for our commitment to delivering top-notch staffing services, unmatched industry knowledge and relationships, and a deep understanding of the aviation workforce. The Company plans to grow its business both organically and through potential acquisitions of competitors. 

Our Products and Services

JAG provides aviation mechanics and technicians to American aircraft maintenance facilities. Our clients have unmet needs for qualified employees and lean on us to source qualified and certified maintenance technicians from domestic and foreign sources. Oliver Wymans’ 2022 Report “Not Enough Aviation Mechanics” indicates that aviation executives ranked a potential mechanics shortage as MRO’s (Manufacturing, Repair, and Overhaul businesses) biggest problem in the market for certified aviation mechanics in the United States. This report also forecasted that the annual shortfall of certified aviation mechanics in 2023 would be 12,000 to 18,000, with the shortage increasing to 43,000 by 2027. At December 31, 2023, we employed approximately 400 certified aviation mechanics which is approximately 3% of the shortfall. Our goal is to employ 1,500 certified aviation mechanics, equating to approximately 10% of the total market need.

We currently source approximately 96% of our employees from Mexico and Chile, both of which are covered by our recruiting office in Mexico. This office has provided us with a rich pipeline of foreign workers and has the capability to efficiently qualify these workers to obtain the temporary work visas necessary to work in the U.S. market. Since availability in the domestic labor force is severely under levels needed to satisfy client demand, a foreign-sourced labor force is vital to keeping aviation in the U.S. at its current levels and to meet expanding industry needs for the future. We utilize technology and internally developed processes as competitive differentiators, and we believe these differences make us unique in supplying qualified talent to our clients. For example, we utilize an internally developed workflow process that has helped us significantly increase our revenue over the past three years. Furthermore, this differentiation is evidenced by a recently signed agreement with a significant competitor, Launch, in which we will provide them with potential workers that we have vetted that do not meet our clients’ needs.

Our Competitive Advantage

The staffing industry is highly competitive and specialized and characterized by many competing companies. Several firms offer services similar to those provided by us on a national, regional, or local basis. In many areas, local staffing companies are our strongest competitors. Our staffing divisions face competition in attracting clients as well as temporary candidates. The most significant competitive factors we face in the staffing business are locating and attracting qualified and certified technicians in a highly regulated industry. We believe our competitive advantage stems from our experience in niche markets, our commitment to the specialized employment market, and our growing global presence.

Major competitors exist across the sector, but as the industry affords low barriers to entry, new entrants can enter the marketplace although they may face challenges in scaling their business, as the large up-front cash investment to bring on employees is the biggest impediment to new entrants and their ability to satisfy client needs.

The top competitors include large corporate staffing and employment companies with annual revenue of $50 million or more. The next (middle) layer of competitors consists of medium-sized entities with annual revenue between $8 million and $49 million. The largest portion of the marketplace consists of small, individual-sized, or family-run operations. We are in the medium-sized category as we had annual revenue of $19.7 million in 2022 and $29.1 million in 2023. As barriers to entry are low, sole proprietors, partnerships, and small entities comprise the majority of the industry. However, gaining scale can be a challenge without access to the growth capital needed to cover the significant upfront expenses of bringing on new employees.

Our Market Opportunity

We believe a secular growth opportunity exists in providing highly qualified MRO staffing to the aviation industry. According to the CAE, Inc. 2023 Aviation Talent Forecast, the industry will need 138,000 commercial and business aircraft maintenance technicians over the next decade in North America. Boeing’s 2023 Pilot and Technician Outlook forecasts that over the next 20 years, the commercial aviation sector alone will require an additional 125,000 technicians in North America. Adding to this, post COVID-19, the aviation industry learned that shutting down operations and parking planes led to unprecedented costs and staffing needs to bring planes back to airworthy standards required by government regulations. COVID-19 also brought enormous growth into the air cargo segment as air cargo displaced many other slower cargo options previously relied upon. The industry now has much higher demand for aviation and qualified aviation mechanics and technicians that is outpacing supply in the U.S. and worldwide.

There are two solutions to the problem that we are addressing. The first and most impactful near and long-term solution is to find qualified foreign workers with the required training and certifications. We believe our internally developed algorithm, hyper-efficient processes, and our team’s professional experience and background put us in a great position to take advantage of the shortage and fulfill a great need to provide workers in this growing technical field.

The second solution is to increase training and qualifying new workers. This longer-term strategy is a focus for both the industry and us. We have recently started working with the Department of Defense’s Skillbridge Program to position us for incremental growth over the long term. This program identifies active service members who are separating from the military and provides them with a 90- to 180-day internship before separation, which can lead to employment opportunities in the private sector. Additionally, as a result of this program, we are working with one of our clients who would like to provide a two-year training program for service members who complete the Skillbridge internship.

We aim to implement our solutions by contracting with vendors outside the U.S, that in turn help source employees from various countries, to fulfill our recruiting needs within the U.S. Currently, we have employees working at client locations in Washington, California, Nevada, Arizona, Kansas, Texas, North Carolina, Alabama and Florida and intend to expand the scope of our services to other regions within the U.S.

Industry Overview

According to Aviation Technician Education Council’s (ATEC), the Aircraft Maintenance, Repair, and Overhaul (“MRO”) market in the U.S. was estimated at $9.9 billion in 2021. Low labor service costs, easy access to skilled labor, and enhanced service levels have made Asia-Pacific markets, such as Vietnam and Thailand, highly attractive destinations for MROs. These factors have led airline operators worldwide to outsource nearly 30% of wide-body heavy airframe maintenance needs to  Asia-Pacific. However, because the MRO market in North America is growing, outsourcing of wide-body heavy airframe maintenance has become less attractive for MROs.

The line maintenance (“Line Maintenance”) segment is expected to grow at a CAGR of 2.2% to reach $8.9 billion by 2026. Aircraft Line Maintenance involves inspection, identification, and rectification of problems on the aircraft body. The process also comprises crucial aircraft maintenance and regular repairs as per requirement. Line Maintenance and planning, previously handled internally by the airlines, is increasingly becoming a larger share of outsourcing by MROs to third parties such as JobAire. In recent years, several carriers moved heavy and base maintenance work to emerging regions, primarily Asia-Pacific, as companies offered cheaper and more efficient services. In the global Line Maintenance segment, the U.S., Canada, Japan, China, and Europe will drive the 2.2% CAGR estimate. These regional markets accounted for a combined market size of $5.5 billion in 2020 and are predicted to make up $6.4 billion of the $8.9 billion forecast by 2026. The Asia-Pacific market is forecasted to reach $1.2 billion by 2026. Latin America is predicted to expand at a 2.5% CAGR through the analysis period.

According to CAE, Inc’s (“CAE”) 2023 Aviation Talent Forecast, there are significant shortages of available, qualified workers today, let alone to meet future needs. In the commercial and business aviation sectors alone, CAE predicts a shortage of 402,000 aircraft maintenance technicians globally over the next ten years, roughly half of these roles driven by industry/fleet growth and the remaining categorized as “replacement” of existing roles through attrition, including retirement. We believe JobAire is well positioned to fill in the shortage of qualified workers to meet the growing demand.

While the Company does not currently service any foreign clients, the worldwide demand for qualified aviation personnel presents an opportunity to capture the global markets and bring this business back to the U.S.

Research by Global Industry Analysts, Inc. shows that clients in this industry primarily focus on the following factors when making purchasing decisions:

Once met, the decision to utilize contract labor is solely based on the ability to source the required skilled labor.

Our Markets

According to the Federal Aviation Administration, temporary workers are a key solution to the industry's MRO professional shortage.

According to a recent report by Global Industry Analysts Inc., engine overhaul, the most crucial aspect of aircraft upkeep, is witnessing the fastest growth, followed by component maintenance.

Unfortunately, the supply of MRO talent lags behind demand. Although aviation schools have tried to keep up, there remains a wide gap between supply and demand, and aviation companies are turning to third-party contractors to fill any gaps. Temporary workers allow airlines and other aviation players to fulfill short-term project needs, manage unpredictable workloads, fill positions for absentee employees, and fill temporary MRO gaps.

Our Clients

The Company currently has 4 significant clients, and we are continuing to grow and diversify our income base.

Our Current and New Services

JAG specializes in providing the following services to clients:

Currently, JAG supports human resources and special skill requirements, Designated Airworthiness Representatives (DAR) and Designated Engineering Representatives (DER), engineering, and drawing and drafting applications. JAG plans to expand existing contracts and add new MRO services, including:

Marketing Strategy

JAG promotes sales and enhances recruitment using the following methods:

Our Business Strategy

Our business strategy is to utilize our recruiting process and strong industry and regulatory relationships to provide qualified employees to our clients while keeping our operating costs low by leveraging technology and our multi-functional management team. We are constantly looking for additional areas to increase efficiencies and reduce costs while taking care of valued employees to minimize turnover. We also communicate with local and federal government officials to remain current on immigration law trends and can provide input from the industry before changes are recommended. We view our clients as partners and maintain a close working relationship through frequent site visits and anticipating potential issues that we may mutually face to ensure we are prepared to serve each client best.

Unlike many of our competitors, we are transparent with our clients about our capabilities, including providing realistic forecasts for the number of openings we can fulfill. This level of transparency allows the client to better plan for their future workflow.

These factors have allowed us to build close, long-term relationships with most of our clients. We have been engaged with three of four of our largest clients for the last ten years. These three clients are responsible for 93.6% of the Company’s revenue in the year ended December 31, 2023 and 73% in the three-month period ended March 31, 2024. Pursuant to these service agreements, we provide employees at an hourly rate depending on their level of expertise. The agreements can be terminated with notice at any time by the client or the Company.

The Company continues to strengthen its relationship with customers by providing consistency and building trust. We are also looking to selectively add new clients to meet the growing demand for our services.

Company Employees

As of March 31, 2024, we had approximately 407 full-time employees, including 13 corporate employees and 394 employees currently working at our clients. We believe our relationship with our employees is good.

We have two types of employees. “Field Employees,” who are certified aviation mechanics, are staffed at and leased out to the MROs. “Headquarters employees” are administration and support staff to the Company. 

Field Employees generate revenue for the Company by working for MROs.  The company makes a margin between what the Company charges for the employee and the cost of the employee. Headquarters Employees serve administrative and support functions for the Company in various role such as accounting, marketing and human resources. 

As of December 31, 2023, we have 395 employees of which 383 (97%) are direct and 12 (3%) are indirect. As of December 31, 2023, 380 of the 383 employees were foreign employees, specifically from Mexico.  Headquarters Employees are typically sourced within the United States. Of the 12 Headquarters Employees, only 3 are foreign employees from Mexico. We believe our relationship with our employees is good.

As of March 31, 2024, we have 407 employees of which 394 (97%) are direct and 13 (3%) are indirect. As of March 31, 2024, 391 of the 394 employees were foreign employees, specifically from Mexico.  Headquarters Employees are typically sourced within the United States. Of the 13 Headquarters Employees, only 4 are foreign employees from Mexico. We believe our relationship with our employees is good.

Properties and Facilities

We entered into an industrial lease for 2038 square feet for our corporate office, commencing on November 2, 2023, and continuing through October 31, 2027.

On March 15, 2024, the Company amended the original lease agreement located at 7493 N. Oracle Rd, and has added Suite 135 to the lease agreement. The lease now includes Suite 135 and 221.

The new base rental schedule shall be as follows:

November 1, 2023 – March 31, 2024 $3,566.50 Per Month

April 1, 2024 – April 30, 2024 $4,176.38 Per Month

May 1, 2024 – April 30, 2025 $4,786.00 Per Month

May 1, 2025 – April 30, 2026 $4,930.00 Per Month

May 1, 2026 – April 30, 2027 $5,078.00 Per Month

May 1, 2027 – April 30, 2028 $5,230.00 Per Month

We also own vacant land of approximately 24 acres of industrial-zoned property bordering the Benson Airport in Tucson, Arizona. This property is on a railroad spur with both state and interstate highway access. The property is the only industrial-zoned land in the area, allowing the Company to increase its footprint and offerings in the aviation industry. We purchased the property on February 28, 2023, for $240,000. We made a down payment of $48,000 and financed the balance of $192,000 as a carryback loan from the seller at an interest rate of 6% per annum for 24 months.

Legal Proceedings

Occasionally, we may be involved in various disputes and litigation matters that arise in the ordinary course of business.

On December 5, 2023, the Company was served with a lawsuit asserting, among other items, a wage claim, over-time violations, and other wage-related claims. The plaintiff, a former employee named Danny Garcia (“Garcia”), also requested the court grant the claim class action status. Garcia's main allegation is that Job Aire failed to properly pay employees overtime wages. We believe that this is a nuisance suit and believe that we have in the past followed, and we continue to follow, all labor and wage practices in the jurisdictions in which we operate. The parties are currently discussing early case resolution, including attending mediation and/or informal settlement negotiations.

Government Regulations

We constantly monitor government regulations to determine the relevancy and impact of new regulations on our business. In particular, the Company complies with the requirements of the Federal Aviation Administration (the “FAA”) and visas required for foreign national employees.

The FAA has certification requirements (FAA 14CFR part 65) for skilled technicians based on the roles and responsibilities of the categories of their jobs.  Our employees are experienced technicians AMT’s (avionics, structures, and interiors), licensed A&P (Airframe and Powerplant) specialist and licensed IA (Inspection Authorization) inspectors, or have demonstrated many years of experience on specified airframes while being supervised by FAA certified Inspectors and A&Ps.

To become a certified A&P, one must have 18 months of experience on either the airframe or powerplant portion, or 30 months of experience on both, then pass the written, oral and practical tests. 

To become an FAA IA, you must be an A&P for a minimum of 3 years, engaged in maintaining aircraft for a minimum of 2 years immediately prior to applying, have a physical location and phone that you can contacted at in person or via phone during normal working hours, maintain the equipment facilities and data required to properly inspect, and pass a written test on the ability to inspect.

The vast majority of our employees work in the United States under a TN or H1B1 visa.  Both visas are temporary work visas which do not have a path to citizenship, but instead must be renewed in 1-4 years if the employee would like to continue working in the U.S. Each visa employee has to follow a set procedure to receive a work visa, maintain the work visa and then renew the visa, if desired.  The Visa is specific to the employer as a sponsor of the foreign employee.  The visa must be re-issued if the employee decides to try to change employers during the term of the visa.  If that occurs there is no guarantee that the visa for a new sponsor will be approved.  To keep our employees’ visa status current, we maintain a staff with the knowledge and skills to communicate with agencies including the Department of Labor, IRS, Department of State, and Department of Homeland Security.

Implications of Being a Controlled Company

Because Wybridge Technologies, Inc. (“Wybridge” or “WTI”) owns a majority of our Common Stock and will own a majority of our Common Stock after this offering, we will be a “controlled company” as defined under the listing rules of the NYSE American. Since we are a controlled company, Wybridge will have the ability to determine all matters requiring approval by stockholders. The controlling stockholders of Wybridge are Kent Hush, our Chief Financial Officer, and David Riggs, our Chief Compliance Officer.

Under the NYSE American listing rules, controlled companies are companies of which more than 50% of the voting power for the election of directors is held by an individual, a group, or another company. For as long as we remain a controlled company, we are permitted to elect to rely on certain exemptions from the NYSE American’s corporate governance rules, including the following:

Although we do not intend to rely on the “controlled company” exemptions to the NYSE American’s corporate governance rules, we could elect to rely on these exemptions in the future. If we elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors, our nominating and corporate governance and compensation committees might not consist entirely of independent directors upon closing of the offering, and you would not have the same protection afforded to stockholders of companies that are subject to the NYSE American corporate governance rules.

Corporate Information

We were formed as an Arizona corporation in March 2021. Our principal executive office is located at 7493 N Oracle Road, Suite 221, Tucson, AZ 85704, and our telephone number is (520) 878-0112.  Our website address is https://jobairegroup.us/. The information contained in, or accessible through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

MANAGEMENT

Executive Officers and Directors

The following table sets forth the name, age as of July 24, 2024, and position of the individuals who serve as directors and executive officers of the Company. The following also includes certain information regarding the individual experience, qualifications, attributes and skills of our directors and executive officers as well as brief statements of those aspects of our directors’ backgrounds that led us to conclude that they are qualified to serve as directors.

Executive Officers

Nicholas B. Ammons, President, Chief Executive Officer and Chairman

Mr. Ammons has served as the President of Job Aire Group Inc. since January 2022. Before joining JAG, Mr. Ammons served as the Director of Operations at GAP Solutions Inc., a large business in the Department of Defense and Department of Justice contracting space. Prior to this role, Mr. Ammons was appointed by the White House to serve as the Senior Advisor to the Under Secretary for Management in the immediate Office of the Secretary; U.S. Department of Homeland Security, Headquarters (DHS, HQ), Washington, D.C.  Mr. Ammons previously held several titles at MAG Aerospace, Inc., including Director of Interdiction Operations. From 2005 to 2020, Mr. Ammons also operated as a Department of Defense contractor with his own Service-Disabled Veteran-Owned Small Business (SDVOSB). Between 1996 and 2005, Mr. Ammons served in the U.S. Army as a military police officer. He holds a B.S. degree in Business Procurement and an M.B.A. from Columbia Southern University. Mr. Ammons is married to Courtney Jordan, JAG’s Chief Operating Officer. Mr. Ammons is qualified to serve on the Board due to his extensive experience in the management and the aviation industry.

Kent Hush, Chief Financial Officer and Director

Mr. Hush has been the Chief Financial Officer and Director of Job Aire Group Inc. since January 2022. Mr. Hush has also been Chief Financial Officer and Chairman of the Board of Wybridge Technologies, Inc. since January 2021. Previously, Mr. Hush was a Special Agent for the Federal Bureau of Investigation for 23 years. Before joining the FBI, Mr. Hush was a Financial Institution Examiner for the Federal Deposit Insurance Company. Mr. Hush graduated from Abilene Christian University in Abilene, Texas, with a Bachelor of B.S. in Business Administration Degree. He also holds an FAA Commercial Pilot Instrument Multi-Engine Rating License and has achieved U.S. Government certification as a Financial Institution Examiner with additional training and certification in Safety and Soundness, Regulatory Compliance, and Information Systems. He holds a B.S. in Accounting from Abilene Christian University. Mr. Hush is qualified to serve on the Board due to his extensive experience as chief financial officers of other companies and his financial certifications.

Courtney A. Jordan, Chief Operating Officer

Ms. Jordan has served as the Chief Operating Officer of Job Aire Group Inc. since June 2022. Before joining Job Aire Group Inc., Ms. Jordan spent 16 years as a government employee for the Social Security Administration’s Division of Disability Determination. In 2017, she also held the position of President for the Pacific Region of the National Association of Disability Examiners. She received her bachelor’s degree from the University of South Alabama. Ms. Jordan is married to Mr. Ammons, our CEO.

David Riggs, Vice President – Compliance

Mr. Riggs has been Vice President – Compliance for Job Aire Group Inc. since September 2023. He also serves as Chief Executive Officer for Wybridge Technologies, Inc., and has been in that role since January 2021.  Mr. Riggs is also the managing director of Pantex T Trading, an import/export company specializing in exclusive spirits from the U.S. into Asia. Mr. Riggs also serves as the Founder and President of Origgen Environmental Solutions, a water purification company. Previously, Mr. Riggs was the Founder and Chief Executive Officer of Eagle Gold Company, a mining company located in Accra, Ghana and was the Chief Operating Officer of The World Poker Store in Las Vegas, Nevada. Mr. Riggs has a bachelor’s degree from Arizona State University.

Directors

Barrett Evans, Director

Mr. Evans is the managing director of EMC2 Capital, LLC, a family office founded in 2020. He has also served as the President of Montecito Capital since 2006.  Mr. Evans is the Chief Executive Officer of Phytanix Bio as of 2024, and an executive and director of Dryworld Brands, Inc. since 2020. Before founding Montecito Capital, Mr. Evans was the managing director of eFund Capital. Mr. Evans has served as a member of numerous public and private companies as a consultant, founder, executive, and director, and he is considered an audit committee financial expert.  Mr. Evans brings years of experience and knowledge of public markets to the Company. Mr. Evans has a bachelor’s degree in political science from the University of California, Santa Barbara. Mr. Evans is qualified to serve on the Board due to his prior board experience for several public companies.

John Dorton, Director

Mr. Dorton is a hall of fame nominated marine manufacturing industry leader.  Currently, John is the CEO of Warbird Marine Holdings, owners of the premium fishing brands Yellowfin and Invincible.  Prior to that he was the Chairman, CEO, President of MasterCraft Holdings, which included MasterCraft and Hydra-Sports boats.  He was formerly also a director of Icon Aviation, Crownline Boats, Stealth Off Road Vehicles and Knoxville Leadership Foundation.  John brings extensive experience in general business practices for both private and public companies as well as expertise in operations, demand generation and advances human capital strategies.  Mr. Dorton is qualified to serve on the Board due to prior experience as an executive and director of other publicly traded companies.

Harold Martin, Director

Mr. Martin is a global automotive leader and has been instrumental in the success of many vehicle and propulsion programs for decades. In 1996, Harold founded Martin Industries, a full-service engineering, manufacturing, and remanufacturing company providing global solutions to the automotive, aerospace, defense, motorsports, and marine industries. Prior to that he was an engineering leader for General Motors and has been awarded 25 patents and 5 classified patents. Mr. Martin is recognized for his engineering and manufacturing expertise, creativity, and speed to response. He was inducted into the National Motorsports Hall of Fame and his recent global Net Zero Eco System has drawn excitement from leaders around the world.  Mr. Martin is qualified to serve on the Board due to his extensive management experience and running his own company for almost 30 years.

Family Relationships

There are no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become directors or executive officers, with the exception of Nicholas Ammons and Courtney Jordan, who are married.  

Board Composition and Election of Directors

Our board of directors currently consists of three members.

Director Independence

As a “controlled company,” we are not subject to the corporate governance rules of the NYSE American requiring: (i) a majority of independent directors on our board of directors, (ii) an entirely independent corporate governance and nominating committee, and (iii) an entirely independent compensation committee. On account of this, and based on our ownership and voting structure, we do not have a majority of independent directors on our board of directors.  We have created or will create an audit committee, a compensation committee, and a nominating and corporate governance committee.

Under Rule 303A of the NYSE American Rules, a director will only qualify as an “independent director” if, our board of directors affirmatively determines that the person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 303A of the NYSE Listed Company Manual, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has reviewed the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of directors has determined that each of Barrett Evans, is an “independent director” as defined under Rule 303A of the NYSE Listed Company Manual. Our board of directors also determined that Barrett Evans, who will comprise our audit committee following this offering, Barrett Evans, who will comprise our compensation committee following this offering, and Barrett Evans, who will comprise our nominating and corporate governance committee following this offering, satisfy the independence standards for such committees established by the SEC and the NYSE Rules, as applicable. In making such determinations, our board of directors considered the relationships that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Leadership Structure

Our board of directors has not adopted a formal policy regarding the separation of the offices of Chief Executive Officer and Chairman of the board of directors. Rather, the board of directors believes that different leadership structures may be appropriate for the Company at different times and under different circumstances, and it prefers flexibility in making this decision based on its evaluation of the relevant facts at any given time.

In January 2022, Mr. Ammons was appointed as Chief Executive Officer and President. Under our current Board leadership structure, the Chief Executive Officer is responsible for the day-to-day leadership and performance of the Company.

Role of the Board in Risk Oversight

We face a number of risks, including those described under the caption “Risk Factors” contained elsewhere in this prospectus. Our board of directors believes that risk management is an important part of establishing, updating and executing on our business strategy. Our board of directors has oversight responsibility relating to risks that could affect the corporate strategy, business objectives, compliance, operations, and the financial condition and performance of our company. Our board of directors focuses its oversight on the most significant risks facing us and, on our processes, to identify, prioritize, assess, manage and mitigate those risks. Our board of directors receives regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks. While our board of directors has an oversight role, management is principally tasked with direct responsibility for management and assessment of risks and the implementation of processes and controls to mitigate their effects on us.

Board Committees

Following this Offering, we will have the following board of directors' committees: an audit committee, a compensation committee, and a nominating and corporate governance committee. The anticipated composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by our board of directors. Upon our listing on the NYSE American, each committee’s charter will be available under the Corporate Governance section of our website at https://jobairegroup.us/ The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

Audit Committee. The audit committee’s responsibilities will include:

After this Offering, we expect that the initial members of our audit committee will be Barrett Evans. All members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE American. Our board has determined that Barrett Evans is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of the NYSE American. Under the SEC rules, members of the audit committee must also meet heightened independence standards. However, a minority of the members of the audit committee may be exempt from the heightened audit committee independence standards for one year from the date of effectiveness of the registration statement of which this prospectus forms a part. Our board of directors has determined that Barrett Evans is independent under the heightened audit committee independence standards of the SEC and the NYSE American.

As allowed under the applicable rules and regulations of the SEC and the NYSE American, we intend to phase in compliance with the audit committee composition requirements prior to the end of the one-year transition period. The audit committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE American.

Compensation Committee. The compensation committee’s responsibilities include:

After this Offering, we expect the members of our compensation committee will be 2. Each of the members of our compensation committee is independent under the applicable rules and regulations of the NYSE American and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE American.

Nominating and Corporate Governance Committee. The nominating and corporate governance committee’s responsibilities include:

After this Offering, we expect that the members of our nominating and corporate governance committee will be Barrett Evans and John Dorton. Each of the members of our nominating and corporate governance committee is an independent director under the applicable rules and regulations of the NYSE American relating to nominating and corporate governance committee independence. The nominating and corporate governance committee operates under a written charter that satisfies the applicable standards of the SEC and the NYSE American.

Compensation Committee Interlocks and Insider Participation

No member of our compensation committee will have been a current or former officer or employee. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the last completed fiscal year.

Code of Ethics and Code of Conduct

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Upon our listing on the NYSE American, our code of business conduct and ethics will be available under the Corporate Governance section of our website at https://jobairegroup.us/. In addition, we intend to post on our website all disclosures that are required by law or the NYSE American rules concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

EXECUTIVE AND DIRECTOR COMPENSATION

Summary Compensation

The following sets forth the compensation paid by us to our named executive officers during the fiscal years ended 2023 and 2022. 

Employment Agreements

We have entered into employment agreements with four of our executive officers. Set forth below is a summary of the material provisions of such employment agreements, which summaries do not purport to contain all of the material terms and conditions of each such agreement.

On December 29, 2023, the Company entered into an employment agreement with Nicholas Ammons, as the Chief Executive Officer for a three-year term with annual renewals. Mr. Ammons will receive base compensation of $135,000, a discretionary bonus, and fringe benefits commensurate with those received by other executives at the Company.

On December 29, 2023, the Company entered into an employment agreement with Kent Hush as the Chief Financial Officer for a three-year term with annual renewals. Mr. Kent will receive base compensation of $115,000, a discretionary bonus, and fringe benefits commensurate with those received by other executives at the Company.

On December 29, 2023, the Company entered into an employment agreement with Courtney Jordan as the Chief Operating Officer for a three-year term with annual renewals. Ms. Jordan will receive base compensation of $130,000, a discretionary bonus, and fringe benefits commensurate with those received by other executives at the Company.

On December 29, 2023, the Company entered into an employment agreement with David Riggs as the Chief Compliance Officer for a three-year term with annual renewals. Mr. Riggs will receive base compensation of $102,000, a discretionary bonus, and fringe benefits commensurate with those received by other executives at the Company.

Incentive Award Plans

On January 26, 2024, the board of directors of the Company established the Job Aire Group Inc. 2024 Incentive Stock Option Plan (the “Plan”).  The Plan was approved by the board of directors as well as the stockholders on that date. The Plan allows for the issuance of up to 500,000 options to purchase stock of the Company. 

Director Compensation

The Company did not have any non-employee members of its board of directors and therefore did not pay any compensation for the fiscal years ended December 31, 2022 or 2023. 

The Company will be compensating its non-employee directors beginning when the Company completes its listing on the NYSE American.  It is anticipated that each non-employee will be compensated $5,000 per month for its general board duties and will be compensated $1,500 per month for each committee in which it is a member and $2,500 if it is committee chair.  The Company plans to implement an equity and non-equity compensation plan for the non-employee members of the board of directors upon listing on the NYSE American.

Indemnification Agreements

Arizona corporate law generally authorizes, on a non-exclusive basis, indemnification of officers and directors who have acted or failed to act, in good faith, in a manner believed to be in or not opposed to the best interest of Job Aire (with certain limitations in the case of actions by or in the right of Job Aire) and mandates such indemnification in the case of an officer or director who is successful on the merits or otherwise in defense of claims by reason of the individual’s status as an officer or director.

We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us or will require us to indemnify each director and executive officer generally to the fullest extent permitted under the Arizona corporate law, including indemnification and advancement of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions since January 1, 2022 to which we have been a party in which the amount involved will be the lesser of $120,000 or 1% of our assets, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation.” We also describe below certain other transactions with our directors, executive officers, and stockholders.

During the year ended December 31, 2022, the company signed a consulting agreement with its parent entity to provide management services to include accounting, auditing, tax, marketing, planning and business development for the Company, whereby the Company agreed to pay 5% of its gross revenue to the parent. Amounts accrued under this agreement during the years ended December 31, 2023 and 2022 were $0 and $984,559, respectively.

On July 15, 2022, the Company entered into an agreement for a revolving line of credit, with a related party, Survivor Group, which is owned by our Chief Financial Officer, in an amount up to $1,000,000 with interest payable on the unpaid amount of 1.2% monthly on the total loan balance outstanding with a monthly administrative fee of $2,000 per month due upon demand. As of December 31, 2022, the balance was $500,000.  During the period from July 15, 2022 through December 31, 2022, $580,000 was borrowed and $80,000 was repaid, and no interest or fees were paid or accrued. During the year ended December 31, 2023, an additional $523,000 was borrowed, bringing the total outstanding to $1,023,000. During the year ended December 31. 2023, the Company repaid the $1,023,000 in full. During the years ended December 31, 2022 and 2023, the Company incurred interest expense of $0 and $90,455, respectively, related to this note.

During the years ended December 31, 2023 and 2022, the Company made loans (inter-company transfers) to another subsidiary of its Parent, Benson Regional Air Group (BRAG), in the amounts of $352,308 and $67,308, respectively.  During the year ended December 31, 2023, BRAG made payments to the Company in the amount of $35,785, reducing the outstanding balance to $384,131.

On August 31, 2023, the Company entered into an agreement with its Parent and BRAG to reconcile and eliminate the outstanding obligations between the companies.  Pursuant to the agreement, the Company and Parent agreed to net out the amounts due and forgive the difference in the amounts of $354,689 owed by Company to Parent, and $384,131 owed by BRAG to Company.  The resulting $29,443 was treated as a distribution.

On October 12, 2023, the Company entered into a consulting agreement (“EMC2 Agreement”) with EMC2 Capital, LLC (“EMC2”), of which Mr. Evans, a director of the Company, is the managing member. Pursuant to the consulting agreement, EMC2 will advise the Company on a strategy and capital structure plan and will also be involved in implementing some aspects of the plan. EMC2 will receive, upon the Company going public, compensation of $100,000 and a 5% equity ownership interest in the Company.  On January 26, 2024, the Board approved the issuance of an aggregate of 525,000 shares of Common Stock to EMC2. On July 18, 2024, the Board approved the cancelation of such shares, and in exchange issued a total of 1,006,477 options to purchase Common Stock to EMC2. The options will not vest until after the closing of the Offering. 50% of these options vest on January 1, 2025 and the remaining 50% vest on January 1, 2026.

On January 3, 2024, we entered into an agreement with Proveedora De Insumos CHAAC S De R.L. de C.V. (“CHAAC”), a company under the laws of the Republic of Mexico in which our Chief Financial Officer has an ownership interest.  Pursuant to the terms of the agreement, CHAAC shall establish and maintain an office in Mexico dedicated to recruitment activities. We will compensate CHAAC with a monthly fee ranging from $8,750 to $12,000 depending on its staff size and recruitment performance. We believe that this agreement is at market rates on terms that we believe are no less favorable than would have been reached with an unrelated third party. Prior to this agreement, the Company had a verbal agreement with CHAAC, whereby it compensated CHAAC during the years ended December 31, 2022 and 2023, in the amounts of $34,116 and $203,641, respectively, for its services.

Policies and Procedures for Related Person Transactions

Our board will adopt a written related person transaction policy to be effective immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, setting forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement, or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved will be the lesser of $120,000 or 1% of the average of our year-end total assets for the last two completed fiscal years, in any fiscal year and a related person had, has or will have a direct or indirect material interest, including without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in an arm’s length transaction and the extent of the related person’s interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of July 24, 2024 by:

The number of shares of Common Stock beneficially owned by each stockholder is determined in accordance with the rules issued by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under these rules, beneficial ownership includes any shares as to which the individual or entity has sole or shared voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. Except as indicated in the footnotes below, we believe, based on the information furnished to us, that the individuals and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them, subject to any community property laws.

Percentage ownership of our Common Stock before this Offering is based on 9,000,000 shares of Common Stock outstanding as of July 24, 2024. Percentage ownership of our Common Stock after the Offering is based on 10,665,000 shares of Common Stock outstanding after the Offering. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of Common Stock subject to options, restricted units, warrants, or other rights held by such person that are currently exercisable or will become exercisable within 60 days of June 25, 2024 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

To calculate a stockholder’s percentage of beneficial ownership of Common Stock, we must include in the numerator and denominator those shares of Common Stock, as well as those shares of Common Stock underlying options, warrants and convertible securities, that such stockholder is considered to beneficially own. Shares of Common Stock, and Common Stock underlying options, warrants and convertible securities, held by other stockholders, however, are disregarded in this calculation. Therefore, the denominator used in calculating the beneficial ownership of each of the stockholders may be different.

Unless otherwise indicated, the address of each beneficial owner listed below is c/o Job Aire Group, 7493 N. Oracle Road, Suite 221, Tucson, AZ 85704. To our knowledge, there is no arrangement, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

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DESCRIPTION OF CAPITAL STOCK

The following description summarizes important terms of our capital stock and certain provisions of our articles of incorporation and second amended and restated bylaws. Copies of these documents will be filed with the SEC as exhibits to our registration statement, of which this prospectus forms a part.

General

The Company is authorized to issue an aggregate of 200,000,000 shares. The authorized capital stock is divided into 190,000,000 shares of Common Stock having no par value and 10,000,000 shares of Preferred Stock having no par value per share. As of July 24, 2024, there were 9,000,000 shares of our Common Stock outstanding, held by 7 stockholders of record and 10,000 shares of our Series A preferred stock outstanding, held by no stockholders of record.

Common Stock

All shares of Common Stock of the Company are one and the same class, identical in all respects and have equal rights, powers and privileges.

Voting. The holders of outstanding shares of Common Stock have the exclusive right to vote on all matters requiring stockholder action. On each matter on which holders of Common Stock are entitled to vote, each outstanding share of such Common Stock is entitled to one vote.

Dividends. Subject to the rights of holders of any series of outstanding preferred stock, holders of shares of Common Stock have equal rights of participation in the dividends and other distributions in cash, stock or property of the Company when, as and if declared thereon by the board of directors from time to time out of assets or funds of the Company legally available therefor.

Liquidation. Subject to the rights of holders of any series of outstanding preferred stock, holders of shares of Common Stock have equal rights to receive the assets and funds of the Company available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of the Company, whether voluntary or involuntary.

Rights and Preferences. Holders of our Common Stock will have no preemptive, conversion or subscription rights, and there will be no redemption or sinking funds provisions applicable to our Common Stock. The rights, preferences and privileges of the holders of our Common Stock will be subject to, and may be adversely affected by, the rights of the holders of share of any series of our preferred stock that we may designate and issue in the future.

Preferred Stock

Our Amended and Restated Articles of Incorporation authorize our board of directors to issue up to 10,000,000 shares of preferred stock in one or more series, to determine the designations and the powers, preferences and rights and the qualifications, limitations and restrictions thereof, including the dividend rights, conversion or exchange rights, voting rights (including the number of votes per share), redemption rights and terms, liquidation preferences, sinking fund provisions and the number of shares constituting the series.

Our board of directors could, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of Common Stock and which could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, a majority of our outstanding voting stock.

In addition to Common Stock, the following securities are authorized and/or outstanding:

Series A Convertible Preferred Stock

The Series A Convertible Preferred Stock (“Series A”), no par value, has 10,000 shares authorized, issued and outstanding. The holders of the Series A are not entitled to dividends. Each share of Series A shall vote on all matters related to the Company and each share entitles holder to vote such number of votes equal to 0.0051% of the total number of votes entitled to be cast. For clarification purposes, the holders of all 10,000 shares of Series A have the right to cast an aggregate of 51% of the total number of votes entitled to be cast. The Series A are subject to an automatic conversion and/or redemption in the event the Company completes a qualified financing defined as a financing in which the Company receives gross proceeds of at least $30 million. If converted, each share of Series A converts into 50 shares of Common Stock. If redeemed, the Company shall pay $500 per share of Series A.

Underwriter’s Warrants

Upon the closing of this Offering, there will be up to 80,000 shares of Common Stock issuable upon exercise of the Underwriter’s Warrants. See “Underwriting — Underwriter’s Warrants” below for a description of the Underwriter’s Warrants.

Anti-Takeover Provisions

Anti-Takeover Effects of Various Provisions of Arizona Law and Our Amended Certificate of Incorporation and Bylaws

Arizona Revised Statutes, or ARS, Sections 10-2701 et seq. were adopted by the Arizona legislature in an attempt to prevent corporate “greenmail” and restrict the ability of a potential suitor to acquire domestic corporations. These statutes generally apply to business combinations or control share acquisitions of “issuing public corporations,” which defined term includes Job Aire. The provisions summarized below could discourage, deter, delay or impede a tender offer or other attempt to acquire control of Job Aire.

Arizona Business Combination Statute

The Arizona business combination statute would limit our ability to engage in Business Combinations with Interested Shareholders (each as defined below).

“Business Combination” means any (A) merger or consolidation of Job Aire or any subsidiary of Job Aire with an Interested Shareholder, (B) exchange of shares of the Job Aire’s common stock or any subsidiary for shares of an Interested Shareholder, or (C) sale, lease, transfer or other disposition to or with an Interested Shareholder of 10% or more of the consolidated assets of Job Aire.

“Interested Shareholder” means any person other than Job Aire or a subsidiary of Job Aire that is either (A) a direct or indirect beneficial owner of 10% or more of the voting power of the outstanding common stock of Job Aire or (B) an affiliate of Job Aire who at any time during the three years immediately before the date in question was the beneficial owner of 10% or more of the voting power of the then outstanding common stock of Job Aire.

“Share Acquisition Date” means the date that a person first becomes an Interested Shareholder of Job Aire.

Business Combinations Within Three Years After Share Acquisition Date. For three years after an Interested Shareholder’s Share Acquisition Date, we may not directly or indirectly engage in any Business Combination with an Interested Shareholder or any affiliate of an Interested Shareholder unless, before the Interested Shareholder’s Share Acquisition Date, a committee of disinterested directors approved either:

Business Combinations More Than Three Years After Share Acquisition Date. If a committee of disinterested directors has not approved the Business Combination or the acquisition of common stock as provided above, Job Aire may not directly or indirectly engage in any Business Combination with an Interested Shareholder or any affiliate of an Interested Shareholder unless:

Arizona Control Share Acquisition Statute

General. The Arizona control share acquisition statute would limit the voting rights of a person who acquires shares of Job Aire under certain circumstances in a control share acquisition (as defined below).

“Control Share Acquisition” means an acquisition, directly or indirectly (in one or more transactions within 120 days or pursuant to a plan), by a person of beneficial ownership of shares of common stock of Job Aire that would, but for the limitations in the control share acquisition statute, entitle the acquiring person to exercise a new range of voting power within the following specified ranges: (A) at least 20% but less than 33-1/3%, (B) at least 33-1/3% but less than or equal to 50% and (C) over 50%.

Information Statement. Within ten days after a Control Share Acquisition, the acquiring person must deliver to the corporation an information statement specifying, among other things, the range of voting power in the election of directors that, but for the limitations in the statute, the acquiring person believes would result from the Control Share Acquisition. At the time of delivery of the information statement, the acquiring person may request that a special meeting of stockholders be called to consider the voting rights of “excess” shares (referred to below).

Limitation on Voting Rights of “Excess” Shares. To the extent that shares of common stock of Job Aire acquired in a Control Share Acquisition exceed the threshold of voting power of any of the ranges prescribed in the Control Share Acquisition have the same voting rights as other shares of the same class or series for all elections of directors but will not have the right to vote on other matters unless approved by a stockholder resolution at an annual or special meeting. Such resolution must be approved by the affirmative vote of a majority of the outstanding voting shares of common stock (excluding shares owned by the acquiring person, its affiliates or any officer or director of Job Aire).

Financing Agreement. The status of voting rights of “excess” shares is not required to be presented for consideration at any meeting of stockholders unless, at the time of delivery of the information statement referred to above, the acquiring person has entered into a definitive financing agreement for any financing of the acquisition not to be provided by monies of the acquiring person.

Redemption by the Company. If an acquiring person fails to deliver the required information statement within ten days after a Control Share Acquisition or if our stockholders have voted not to accord voting rights to an acquiring person’s “excess” shares referred to above, then Job Aire may call for the redemption of such “excess” shares at the fair market value of those shares at the time the call for redemption is given.

Listing

We intend to apply to have our Common Stock listed on the NYSE American under the symbol “JAG”.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock will be Vstock Transfer, LLC. VStock Transfer, LLC is located at 18 Lafayette Place, Woodmere, New York 11598, and its telephone number is (212) 828-8436.

SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this Offering, there was no public market for our Common Stock, and no predictions can be made about the effect, if any, that market sales of our Common Stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, future sales of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our Common Stock and could impair our ability to raise capital through future sales of our securities. See “Risk Factors — Risks Relating to this Offering — A substantial portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.” Furthermore, although we intend to apply to have our Common Stock listed on the NYSE American, we cannot assure you that there will be an active public trading market for our Common Stock.

Upon the closing of this Offering, based on the number of shares of our Common Stock outstanding as of July 24, 2024, we will have an aggregate of 10,665,000 shares of our Common Stock outstanding. Of these shares of our Common Stock, all of the shares sold in this Offering (or shares if the underwriter exercises in full its option to purchase additional shares) will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

Of the remaining shares of our Common Stock, approximately 9,000,000 will be “restricted securities,” as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below. We expect that substantially all of these shares will be subject to the 180-day lock-up period under the lock-up agreements described below. Upon expiration of the lock-up period, we estimate that approximately 9,000,000 shares of our Common Stock will be available for sale in the public market, subject in some cases to applicable volume limitations under Rule 144.

Lock-Up and Market Standoff Agreements

All of our directors, executive officers and five percent (5%) or greater stockholders are subject to lock-up agreements or market standoff provisions that, subject to certain exceptions, prohibit them from directly or indirectly offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to purchase, granting any option, right or warrant to purchase or otherwise transferring or disposing of any shares of our Common Stock, options to acquire shares of our Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether now owned or hereafter acquired, or entering into any swap or any other agreement or any transaction that transfer, in whole or in part, directly or indirectly, the economic consequence of ownership, for a period of 360 days following the date of this prospectus, without the prior written consent of Spartan Capital Securities, LLC.  See the section entitled “Underwriting.”

Rule 144

Affiliate Resales of Restricted Securities.    In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our Common Stock for at least six months would be entitled to sell in “brokers transactions” or certain “riskless principal transactions” or to market makers, a number of shares within any three month-period that does not exceed the greater of:

Affiliates resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three-month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the SEC and the NYSE American concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-Affiliate Resales of Restricted Securities.    In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our Common Stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

Non-affiliate resales are not subject to manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

In general, under Rule 701 of the Securities Act, each of our employees, officers, directors, consultants or advisors who purchases shares of our Common Stock from us in connection with a compensatory stock or option plan or other written agreement executed before the effective date of the registration statement under the Securities Act is entitled to resell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of ours can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of ours can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

The SEC has indicated that Rule 701 will apply to typical options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO

NON-U.S. HOLDERS OF OUR COMMON STOCK

The following discussion is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the purchase, ownership and disposition of our Common Stock issued pursuant to this Offering, but does not purport to be a complete and comprehensive analysis of all potential tax consequences. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not addressed herein. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a non-U.S. holder of our Common Stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our Common Stock.

This discussion is limited to non-U.S. holders that hold our Common Stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a non-U.S. holder’s particular circumstances, including the impact of the alternative minimum tax or the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to non-U.S. holders subject to special rules, including, without limitation:

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds our Common Stock, the tax treatment of a partner (or person or entity treated as a partner) will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our Common Stock and the partners in such partnerships should consult their tax advisors regarding the United States federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS LEGAL OR TAX ADVICE AND DOES NOT SERVE AS A SUBSTITUTE FOR CAREFUL TAX PLANNING. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of our Common Stock that is neither a “U.S. person,” nor an entity treated as a partnership for U.S. federal income tax purposes regardless of its place of organization or formation. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

Distributions

As described in the section titled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our Common Stock in the foreseeable future. However, if we do make distributions on our Common Stock, such distributions of cash or property on our Common Stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its Common Stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “— Sale or Other Disposition of Common Stock.”

Subject to the discussion below on effectively connected income, backup withholding and foreign accounts, dividends paid to a non-U.S. holder of our Common Stock that are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the non-U.S. holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Non-U.S. holders may be entitled to a reduction in or an exemption from withholding on dividends as a result of either (a) an applicable income tax treaty or (b) the non-U.S. holder holding our Common Stock in connection with the conduct of a trade or business within the United States and dividends being effectively connected with that trade or business. To claim such a reduction in or exemption from withholding, the non-U.S. holder must provide the applicable withholding agent with a properly completed and executed (a) IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming an exemption from or reduction of the withholding tax under the benefit of an income tax treaty between the United States and the country in which the non-U.S. holder resides or is established, or (b) IRS Form W-8ECI stating that the dividends are not subject to withholding tax because they are effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States, as may be applicable. These certifications must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. If a non-U.S. holder holds stock through a financial institution or other agent acting on the non-U.S. holder’s behalf, the non-U.S. holder will be required to provide appropriate documentation to such agent. The non-U.S. holder’s agent will then be required to provide certification to us or our paying agent, either directly or through other intermediaries. Non-U.S. holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities (e.g., partnerships) rather than corporations or individuals.

If dividends paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), then, although exempt from U.S. federal withholding tax (provided the non-U.S. holder provides appropriate certification, as described above), the non-U.S. holder will be subject to U.S. federal income tax on such dividends on a net income basis at the regular U.S. federal income tax rates. In addition, a non-U.S. holder that is a corporation may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty, provided the non-U.S. holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Other Disposition of Common Stock

Subject to the discussions below on backup withholding and FATCA, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our Common Stock unless:

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular U.S. federal income tax rates. A non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our Common Stock, which may be offset by certain U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States) provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we would be a USRPHC if our USRPIs comprise (by fair market value) at least 50% of our business assets. We believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our other business assets and our non-U.S. real property interests, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become

a USRPHC, gain arising from the sale or other taxable disposition of our Common Stock by a non-U.S. holder will not be subject to U.S. federal income tax if our Common Stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such non-U.S. holder owned, actually and constructively, 5% or less of our Common Stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period. There can be no assurance that our Common Stock will continue to qualify as regularly traded on an established securities market. If any gain on your disposition is taxable because we are a USRPHC and your ownership of our Common Stock exceeds 5%, you will be taxed on such disposition generally in the manner as gain that is effectively connected with the conduct of a U.S. trade or business (subject to the provisions under an applicable income tax treaty), except that the branch profits tax generally will not apply.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Subject to the discussion below on FATCA, payments of dividends on our Common Stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know such holder is a U.S. person and the holder either certifies under penalties of perjury its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions (including deemed distributions) on our Common Stock paid to the non-U.S. holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld. Such information returns generally include the amount of any such dividends, the name and address of the recipient, and the amount, if any, of tax withheld. A similar report is sent to the holder to whom any such dividends are paid. In addition, proceeds of the sale or other taxable disposition of our Common Stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a U.S. person or the holder otherwise establishes an exemption. Proceeds of a disposition of our Common Stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRAS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code and applicable Treasury Regulations (such Sections commonly referred to as the Foreign Account Tax Compliance Act, or FATCA), on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of our Common Stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our Common Stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock on or after January 1, 2019, proposed Treasury Regulations, eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

We will not pay additional amounts or “gross up” payments to holders as a result of any withholding or deduction for taxes imposed under FATCA. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Prospective investors should consult their tax advisors regarding the potential application of FATCA to their investment in our Common Stock.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR COMMON STOCK, INCLUDING THE CONSEQUENCES OF ANY RECENT OR PROPOSED CHANGE IN APPLICABLE LAW.

UNDERWRITING

Subject to the terms and conditions set forth in the underwriting agreement, as to be filed herewith, between us and the underwriter named below, the underwriter named below has agreed to purchase, and we have agreed to sell to the underwriter, the number of shares of Common Stock listed next to its name below. If our listing application is not approved by the NYSE American, we will not be able to consummate the Offering and will terminate the Offering.

Commissions and Discounts

We will be also responsible for and will pay all expenses relating to the offering, including, without limitation, (a) all filing fees and expenses relating to the registration of the securities with the Commission; (b) all fees and expenses relating to the listing of our common stock; (c) all FINRA filing fees related to this offering; (d) all fees, expenses and disbursements relating to the registration or qualification of the securities under the “blue sky” securities laws of such states and other jurisdictions as the underwriter may reasonably designate (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of the Company’s “blue sky” counsel, which will be the underwriter’s counsel) unless such filings are not required in connection with our proposed listing on a national exchange, if applicable; (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of the securities under the securities laws of such foreign jurisdictions as the underwriter may reasonably designate; (f) the costs of all mailing and printing of the offering documents; (g) transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the underwriter; and (h) the fees and expenses of our accountants; and (i) up to $200,000 for reasonable legal fees and disbursements for the Underwriter’s counsel.

Additionally, we have provided the underwriter a non-refundable expense advance (the “Advance”) of $10,000. The Advance shall be applied towards out-of-pocket accountable expense set forth herein and any portion of the Advance shall be returned to us to the extent not actually incurred in accordance with FINRA Rule 5110(g)(4)(A). In addition to the forgoing, we agree to pay the Representative a non-accountable expense allowance in the amount of 1.0% of the gross amount of the Offering.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriter. Such amounts are shown assuming both no exercise and full exercise of the underwriter’s over-allotment option.

Underwriter’s Warrants

We have agreed to issue warrants to the underwriter (the “Underwriter’s Warrants”) to purchase up to a total of five percent (5.0%) of the number of shares of Common Stock underlying the shares of Common Stock sold in this offering, excluding the shares underlying the underwriter’s Over-Allotment Option. We are hereby registering the issuance of the Underwriter’s Warrants and the shares of Common Stock issuable upon exercise of such warrants. The Underwriter’s Warrants will be non-exercisable for 180 days following the commencement of sales of this offering and will expire five (5) years following the commencement of such sales, in compliance with FINRA Rule 5110(g)(8)(A). The Underwriter’s Warrants will be exercisable at a price equal to 110% of the offering price in connection with this offering. The Underwriter’s Warrants shall not be redeemable. The Underwriter’s Warrants may not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days beginning on the date of commencement of sales of this offering, except as provided for in FINRA Rule 5110(e)(2). Notwithstanding the foregoing, the Underwriter’s Warrants may be assigned, in whole or in part, to any officer, manager or member of the underwriter (or to officers, managers or members of any such successor or member), and to members of the underwriting syndicate or selling group. The Underwriter’s Warrants will be exercisable at any time, and from time to time, in whole or in part, starting 180 days following the commencement of sales of this offering, for a period of five (5) years commencing the sales of the public offering, will provide for cashless exercise and will contain provisions for one demand registration of the sale of the underlying shares of Common Stock, provided, there is no effective registration statement for such shares, at the Company’s expense, and unlimited “piggyback” registration rights at the Company’s expense. The sole demand registration right provided at the issuer’s expense will not be greater than five (5) years from the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(C). The piggyback registration rights provided will not be greater than seven (7) years from the commencement of sales of this offering in compliance with FINRA Rule 5110(g)(8)(D). The Underwriter’s Warrants shall further provide for anti-dilution protection (adjustment in the number and price of such Warrants and the shares underlying such Warrants) resulting from corporate events (which would include dividends, reorganizations, mergers, etc.) when the public stockholders have been proportionally affected and otherwise in compliance with FINRA Rule 5110(g)(8)(E).

Over-Allotment Option

We have granted to the underwriter an option, exercisable no later than 45 calendar days after the date of the closing of this Offering, to purchase up to an additional 240,000 shares of Common Stock (15% of shares sold in this Offering) at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriter may exercise this option only to cover over-allotments, if any, made in connection with this Offering. To the extent the option is exercised and the conditions of the underwriting agreement are satisfied, we will be obligated to sell to the underwriter, and the underwriter will be obligated to purchase, these additional shares of Common Stock.

Right of First Refusal

For a period of twelve (12) months from the closing date of this offering, if the Company or any of its subsidiaries (a) decides to finance or refinance any indebtedness, the underwriter (or any affiliates designated by the underwriter) shall have the right to act as sole book-runner, sole manager, sole placement agent or sole agent with respect to such financing or refinancing; or (b) decides to raise funds by means of a public offering (including at-the-market facility) or a private placement or any other capital raising financing of equity, equity-linked or debt securities, the underwriter (or any affiliates designated by the underwriter) shall have the right to act as sole book-running manager, sole underwriter or sole placement agent for such financing. Notwithstanding the foregoing, the underwriter shall have no rights hereunder with respect to off-balance sheet development and long-term project financing for the Company or any of its project subsidiaries secured in the ordinary course of its business. If the underwriter or one of their affiliates decides to accept any such engagement, the agreement governing such engagement (each, a “Subsequent Transaction Agreement”) will contain, among other things, provisions for customary fees for transactions of similar size and nature, but in no event will the fees be less than those outlined herein, and the provisions included in this offering, including indemnification, which are appropriate to such a transaction. The right of first refusal granted hereunder may be terminated by us for “cause,” in accordance with FINRA Rule 5110(g)(5)(B), which shall mean a material breach by the Representative of the underwriting agreement or a material failure by the Representative to provide the services as contemplated by the underwriting agreement in which case we will not be obligated to honor the right of first refusal.

Tail Financing

We have agreed that the underwriter shall be entitled to compensation with respect to any public or private offering or other financing or capital raising transaction of any kind (“Tail Financing”) to the extent that such financing or capital is provided to the Company by funds whom the underwriter had contacted about this offering, during our engagement period with the underwriter or introduced to us during our engagement period with the underwriter, if such Tail Financing is consummated at any time within the twelve-(12) month period following the expiration or termination of our engagement letter with the underwriter for this offering. In compliance with FINRA Rule 5110(g)(5)(B), the “tail fee” will not be payable for greater than one year and our entire underwriting agreement with the Representative is terminable if the Representative materially breaches the engagement agreement or fails to materially perform the underwriting services contemplated in the underwriting agreement. The termination of such agreement will eliminate our obligation to pay the tail fee.

Determination of Offering Price

Prior to this offering, there has been no public market for our Common Stock. The initial public offering price will be determined by negotiations between us and the underwriter. In determining the initial public offering price, we and the underwriter expect to consider a number of factors including:

Neither we nor the underwriter can assure investors that an active trading market will develop for our common shares, or that the shares will trade in the public market at or above the initial public offering price.

Lock-Ups

We, our officers, directors and five percent (5%) or greater stockholders have agreed to enter into customary “lock-up” agreements in favor of the underwriter pursuant to which such persons and entities agreed for a period of three hundred and sixty (360) days from the closing date of this Offering, that they shall neither offer, issue, sell, contract to sell, encumber, grant any option for the sale of or otherwise dispose of any securities of the Company without the prior written consent of Spartan Capital Securities, LLC.

Price Stabilization, Short Positions and Penalty Bids

In connection with this Offering, the underwriter may engage in transactions that stabilize, maintain or otherwise affect the price of our Common Stock. Specifically, the underwriter may over-allot in connection with this Offering by selling more shares of Common Stock than are set forth on the cover page of this prospectus. This creates a short position in our Common Stock for its own account. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares of Common Stock over-allotted by the underwriter is not greater than the number of shares of our Common Stock that they may purchase in the over-allotment option. In a naked short position, the number of shares of our Common Stock involved is greater than the number of shares of Common Stock in the over-allotment option. To close out a short position, the underwriter may elect to exercise all or part of the over-allotment option. The underwriter may also elect to stabilize the price of our Common Stock or reduce any short position by bidding for, and purchasing, our Common Stock in the open market.

The underwriter may also impose a penalty bid. This occurs when a particular underwriter or dealer repays selling concessions allowed to it for distributing a security in this Offering because the underwriter repurchases that security in stabilizing or short covering transactions.

Finally, the underwriter may bid for, and purchase, shares of our Common Stock in market making transactions, including “passive” market making transactions as described below.

These activities may stabilize or maintain the market price of our Common Stock at a price that is higher than the price that might otherwise exist in the absence of these activities. The underwriter is not required to engage in these activities and may discontinue any of these activities at any time without notice.

In connection with this Offering, the underwriter and selling group members, if any, or their affiliates may engage in passive market making transactions in our Common Stock immediately prior to the commencement of sales in this Offering, in accordance with Rule 103 of Regulation M under the Exchange Act. Rule 103 generally provides that:

New York Stock Exchange Listing Application

We have applied to have our Common Stock listed on the NYSE American under the symbol “JAG”, which listing is a condition to this Offering.

Electronic Distribution

In connection with the Offering, certain of the underwriter or securities dealers may distribute prospectuses by electronic means, such as e-mail.

Other Relationships

From time to time, certain of the underwriter and its affiliates may provide in the future, various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which they will receive customary fees and commissions. The underwriter may receive additional compensation in connection with advisory services.

Indemnification

We have agreed to indemnify the underwriter against liabilities relating to the offering arising under the Securities Act and the Exchange Act and to contribute to payments that the underwriter may be required to make for these liabilities.

Selling Restrictions

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of our Common Stock, or the possession, circulation or distribution of this prospectus or any other material relating to us or our common stock in any jurisdiction where action for that purpose is required. Accordingly, our Common Stock may not be offered or sold, directly or indirectly, and this prospectus or any other offering material or advertisements in connection with our common stock may not be distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of any such country or jurisdiction.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The Common Stock offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful. 

LEGAL MATTERS

The validity of the shares of Common Stock covered by this prospectus will be passed upon for us by Lucosky Brookman LLP, Woodbridge, New Jersey.  Certain legal matters relating to the offering will be passed upon for the underwriter by Sichenzia Ross Ference Carmel LLP, New York, New York.

EXPERTS