SCHEDULE: Hexstone Capital, O'Neil Maintain 9.9% Stake in Jet.AI
Beneficial Ownership Update
Hexstone Capital LLC and Brendan O'Neil filed an Amendment No. 2 to Schedule 13G, disclosing a continued 9.9% beneficial ownership in Jet.AI Inc. common stock.
Summary
- Hexstone Capital LLC and Brendan O'Neil (Reporting Persons) filed an Amendment No. 2 to their Schedule 13G regarding Jet.AI Inc.
- The filing updates their beneficial ownership information.
- Reporting Persons collectively beneficially own 470,283 shares of Jet.AI Inc. Common Stock.
- This represents 9.9% of the outstanding Common Stock, based on 4,237,256 shares outstanding as of November 28, 2025, and is subject to a 9.99% beneficial ownership limitation.
- Ownership primarily consists of shares issuable upon conversion of 450 shares of Series B Convertible Preferred Stock.
- Conversions are subject to a 9.99% beneficial ownership limitation (Blocker) to prevent exceeding this threshold.
- The assumed conversion price for the Preferred Stock is $1.63 per share.
- Brendan O'Neil, as managing member of Hexstone Capital LLC, is deemed to beneficially own the shares held by Hexstone.
Sentiment
Score: 6
Explanation: StockSavvy.ai views this as a neutral-to-slightly-positive update. While a routine filing, the continued significant stake by Hexstone Capital and Brendan O'Neil suggests ongoing investor confidence in Jet.AI Inc.
Positives
- Reporting Persons maintain a significant 9.9% beneficial ownership stake in Jet.AI Inc., indicating continued interest and confidence in the company.
Negatives
- NA
Risks
- The beneficial ownership is subject to a 9.99% limitation provision (the 'Blocker'), restricting full conversion of Preferred Stock if it would result in beneficial ownership exceeding this threshold, which could limit the reporting persons' ability to fully convert their holdings.
Future Outlook
The filing does not contain specific forward-looking statements or guidance from Jet.AI Inc. or the reporting persons regarding the company's future operations or financial performance, beyond the nature of the convertible preferred stock.
Management Comments
- The filing of this Amendment No. 2 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
- To the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
Industry Context
StockSavvy.ai notes that Schedule 13G filings are routine disclosures for significant passive investors. The maintenance of a substantial stake by Hexstone Capital and Brendan O'Neil in Jet.AI Inc. suggests continued confidence in the company's long-term prospects within the private aviation technology sector, without indicating an intent to influence control.
Comparison to Industry Standards
- This filing is a standard regulatory disclosure for passive investors holding over 5% of a company's stock, aligning with typical reporting requirements for institutional and individual investors in publicly traded companies.
- The 9.9% beneficial ownership is a significant stake, often seen in early-stage or growth companies where investors like Hexstone Capital might have provided initial funding via convertible instruments.
- The 9.99% 'blocker' provision is a common mechanism in convertible securities to prevent an investor from inadvertently triggering certain regulatory thresholds (e.g., 10% beneficial ownership) that would impose additional reporting burdens or restrictions.
Stakeholder Impact
- Shareholders: Provides transparency regarding a significant investor's stake, which could be viewed positively as a sign of continued institutional interest.
- Management: Awareness of a large, passive shareholder group.
Next Steps
- Jet.AI Inc. will continue its operations.
- Hexstone Capital LLC and Brendan O'Neil will continue to monitor their investment in Jet.AI Inc.
- Further amendments to the Schedule 13G will be filed if there are material changes to beneficial ownership.
Key Dates
| Date | Description |
|---|---|
| 2025-08-20 | Initial Schedule 13G filed with the SEC. |
| 2025-11-14 | Amendment No. 1 to Schedule 13G filed with the SEC. |
| 2025-11-28 | Date as of which 4,237,256 shares of Common Stock were outstanding for ownership calculation. |
| 2025-12-01 | Jet.AI Inc.'s Registration Statement on Form S-1 (File No. 333-291871) filed with the SEC. |
| 2025-12-31 | Date of event which requires filing of this statement (reporting period end for ownership calculation). |
| 2026-02-04 | Signature date of Amendment No. 2 to Schedule 13G. |
Recommendation
holdThe filing is a routine regulatory update confirming a significant, passive ownership stake. It does not provide new operational or financial data to warrant a change in investment thesis, suggesting a 'hold' position for existing investors and no immediate strong 'buy' or 'sell' signal for new investors based solely on this disclosure.
Keywords
Jet.AI Inc., Hexstone Capital LLC, Brendan O'Neil, Schedule 13G, Beneficial Ownership, Common Stock, Preferred Stock, SEC Filing, Investment, Stake
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