SCHEDULE 13G/A 0001769419 XXXXXXXX LIVE 2 Common Stock, par value $0.0001 per share 06/30/2025 0001861622 Jet.AI Inc. 47714H308 10845 Griffith Peak Dr., Suite 200 Las Vegas NV 89135 Rule 13d-1(c) Ionic Ventures, LLC a CA 0.00 316630.00 0.00 316630.00 316630.00 N 9.9 OO As more fully described in Item 4 of this Amendment No. 2 to Statement on Schedule 13G (this ''Amendment No. 2''), such shares and percentage are based on 3,116,256 shares of common stock, par value $0.0001 per share, of the issuer (the ''Common Stock''), outstanding as of June 20, 2025, as verified with the issuer. Ownership consists of 263,411 shares of Common Stock and up to 53,219 shares of Common Stock issuable upon conversion of 989 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of the issuer (the ''Preferred Stock'') held directly by the reporting person, further conversions of which are subject to a 9.99% beneficial ownership limitation provision (the ''Blocker'') contained in the issuer's Certificate of Designations of the Preferred Stock (the ''Certificate of Designations''). Ionic Management, LLC a DE 0.00 316630.00 0.00 316630.00 316630.00 N 9.9 OO As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 3,116,256 shares of Common Stock outstanding as of June 20, 2025, as verified with the issuer. Ownership consists of 263,411 shares of Common Stock and up to 53,219 shares of Common Stock issuable upon conversion of 989 shares of Preferred Stock held indirectly by the reporting person, further conversions of which are subject to the Blocker contained in the Certificate of Designations. Brendan O'Neil a X1 0.00 316630.00 0.00 316630.00 316630.00 N 9.9 IN As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 3,116,256 shares of Common Stock outstanding as of June 20, 2025, as verified with the issuer. Ownership consists of 263,411 shares of Common Stock and up to 53,219 shares of Common Stock issuable upon conversion of 989 shares of Preferred Stock held indirectly by the reporting person, further conversions of which are subject to the Blocker contained in the Certificate of Designations. Keith Coulston a X1 0.00 316630.00 0.00 316630.00 316630.00 N 9.9 IN As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 3,116,256 shares of Common Stock outstanding as of June 20, 2025, as verified with the issuer. Ownership consists of 263,411 shares of Common Stock and up to 53,219 shares of Common Stock issuable upon conversion of 989 shares of Preferred Stock held indirectly by the reporting person, further conversions of which are subject to the Blocker contained in the Certificate of Designations. Jet.AI Inc. 10845 Griffith Peak Dr., Suite 200, Las Vegas, Nevada 89135 (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. The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256, San Francisco, CA 94123. 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. Y 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. 9.9 % (A) Ionic: 0.00 (B) Ionic Management: 0.00 (C) Mr. Coulston: 0.00 (D) Mr. O'Neil: 0.00 (A) Ionic: 316,630.00 (B) Ionic Management: 316,630.00 (C) Mr. Coulston: 316,630.00 (D) Mr. O'Neil: 316,630.00 (A) Ionic: 0.00 (B) Ionic Management: 0.00 (C) Mr. Coulston: 0.00 (D) Mr. O'Neil: 0.00 (A) Ionic: 316,630.00 (B) Ionic Management: 316,630.00 (C) Mr. Coulston: 316,630.00 (D) Mr. O'Neil: 316,630.00 Y Y Y N See Exhibit 1 filed with the Schedule 13G. Y N By signing below I certify that, 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 ?? 240.14a-11. Ionic Ventures, LLC /s/ Ionic Ventures, LLC 08/13/2025 Ionic Management, LLC /s/ Ionic Management, LLC 08/13/2025 Brendan O'Neil /s/ Brendan O'Neil 08/13/2025 Keith Coulston /s/ Keith Coulston 08/13/2025 LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated February 21, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on February 21, 2025).