| Item 1. | |
| (a) | Name of issuer:
Jet.AI Inc. |
| (b) | Address of issuer's principal executive offices:
10845 Griffith Peak Dr., Suite 200, Las Vegas, Nevada 89135 |
| Item 2. | |
| (a) | Name of person filing:
(i) Ionic Ventures LLC, a California limited liability company ("Ionic");
(ii) Ionic Management, LLC, a Delaware limited liability company ("Ionic Management");
(iii) Brendan O'Neil ("Mr. O'Neil"); and (iv) Keith Coulston ("Mr. Coulston").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G filed by the Reporting Persons with the SEC on February 21, 2025 (the "Schedule 13G"), as amended by Amendment No. 1 to Schedule 13G filed by the Reporting Persons with the SEC on May 15, 2025 (the "Amendment No. 1"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 2 and all subsequent amendments to the Schedule 13G, the Amendment No. 1 and this Amendment No. 2 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
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. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256, San Francisco, CA 94123. |
| (c) | Citizenship:
Ionic is a limited liability company organized under the laws of the State of California. Ionic Management is a limited liability company organized under the laws of the State of Delaware. Each of Mr. O'Neil and Mr. Coulston is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
47714H308 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
This Amendment No. 2 amends and supplements the Schedule 13G and the Amendment No. 1 to Schedule 13G. The purpose of this Amendment No. 2 is to update the beneficial ownership information on the cover pages and in Item 4 in the Schedule 13G and Amendment No. 1.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 2 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 3,116,256 shares of Common Stock outstanding as of June 20, 2025, as verified with the issuer.
Ionic holds 263,411 shares of Common Stock and 989 shares of Preferred Stock, conversions of which are subject to the Blocker contained in the Certificate of Designations, assuming a conversion price of $2.50 per share, which Blocker provides that Ionic is prohibited from converting all such shares of Preferred Stock held into shares of Common Stock if, as a result of such conversion, Ionic, together with its affiliates and any persons acting as a group together with Ionic or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to such conversion.
Consequently, Ionic is the beneficial owner of 316,630 shares of Common Stock (the "Shares"). Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. O'Neil and Mr. Coulston, has shared power to vote and/or dispose of the Shares beneficially owned by Ionic and Ionic Management. Neither Mr. O'Neil nor Mr. Coulston directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O'Neil and Mr. Coulston may be deemed to beneficially own the Shares which are beneficially owned by each of Ionic and Ionic Management, and Ionic Management may be deemed to beneficially own the Shares which are beneficially owned by Ionic. |
| (b) | Percent of class:
9.9 % |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
(A) Ionic: 0.00
(B) Ionic Management: 0.00
(C) Mr. Coulston: 0.00
(D) Mr. O'Neil: 0.00
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| | (ii) Shared power to vote or to direct the vote:
(A) Ionic: 316,630.00
(B) Ionic Management: 316,630.00
(C) Mr. Coulston: 316,630.00
(D) Mr. O'Neil: 316,630.00
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| | (iii) Sole power to dispose or to direct the disposition of:
(A) Ionic: 0.00
(B) Ionic Management: 0.00
(C) Mr. Coulston: 0.00
(D) Mr. O'Neil: 0.00
|
| | (iv) Shared power to dispose or to direct the disposition of:
(A) Ionic: 316,630.00
(B) Ionic Management: 316,630.00
(C) Mr. Coulston: 316,630.00
(D) Mr. O'Neil: 316,630.00
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 filed with the Schedule 13G. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)