SCHEDULE 13G/A: Ionic Ventures Updates Jet.AI Stake to 9.99%
Beneficial Ownership Update
Ionic Ventures, LLC and its affiliates have updated their beneficial ownership in Jet.AI Inc. to 9.99% of common stock.
Summary
- Ionic Ventures, LLC, Ionic Management, LLC, Brendan O'Neil, and Keith Coulston (collectively, the "Reporting Persons") have updated their beneficial ownership in Jet.AI Inc.
- The Reporting Persons collectively beneficially own 350,017 shares of Jet.AI Inc. Common Stock.
- This ownership represents 9.99% of the total class of Common Stock outstanding.
- The ownership percentage is calculated based on 3,501,256 shares of Common Stock outstanding as of September 19, 2025.
- The beneficial ownership consists of 347,599 shares of Common Stock directly held by Ionic Ventures and up to 2,418 shares of Common Stock issuable upon conversion of 539 shares of Series B Convertible Preferred Stock.
- Conversions of the Preferred Stock are subject to a 9.99% beneficial ownership limitation provision (the "Blocker") contained in Jet.AI Inc.'s Certificate of Designations.
- All Reporting Persons share voting and dispositive power over the 350,017 beneficially owned shares.
Sentiment
Score: 5
Explanation: This is a routine beneficial ownership update, providing factual information without indicating any material positive or negative operational or financial developments for Jet.AI Inc.
Future Outlook
This filing is a beneficial ownership disclosure and does not contain any forward-looking statements or guidance from Jet.AI Inc. or the Reporting Persons regarding the company's future performance or operations.
Industry Context
This is a routine amendment to a beneficial ownership report, providing an update on a significant institutional investor's stake in a publicly traded company. It reflects standard compliance with SEC disclosure requirements for large shareholders.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Existing Provision Noted | A 9.99% beneficial ownership limitation (Blocker) is in place, as per the Certificate of Designations of the Series B Convertible Preferred Stock, which prohibits the Reporting Persons from converting preferred shares if it would result in beneficial ownership exceeding 9.99% of the total outstanding common stock. | NA | This provision limits the immediate dilution impact from preferred stock conversion and caps the Reporting Persons' beneficial ownership percentage, influencing the company's capital structure and shareholder base. |
Stakeholder Impact
- Primarily impacts shareholders by providing transparency on the updated ownership stake of a significant institutional investor, Ionic Ventures, LLC, and its affiliates.
- Offers insight into the concentration of ownership and potential influence of this group on Jet.AI Inc.
Key Dates
| Date | Description |
|---|---|
| February 21, 2025 | Original Schedule 13G filed by the Reporting Persons. |
| May 15, 2025 | Amendment No. 1 to Schedule 13G filed by the Reporting Persons. |
| August 13, 2025 | Amendment No. 2 to Schedule 13G filed by the Reporting Persons. |
| September 19, 2025 | Date as of which 3,501,256 shares of Common Stock were outstanding, used for ownership percentage calculation. |
| September 22, 2025 | Jet.AI Inc.'s Registration Statement on Form S-3 (File No. 333-289982) declared effective by the SEC. |
| September 30, 2025 | Date of the event which required the filing of this statement. |
| November 14, 2025 | Date this Amendment No. 3 to Schedule 13G was signed. |
Keywords
Jet.AI, Ionic Ventures, beneficial ownership, Schedule 13G, common stock, preferred stock, institutional ownership
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.