Jet.AI Inc. Schedule 13G/A Amendment No. 5 updates ownership disclosure for four reporting persons and constitutes an exit filing. The amendment states that Ionic Ventures LLC, Ionic Management LLC, Brendan O'Neil and Keith Coulston each beneficially own 0.00% of the Common Stock (CUSIP 47714H407).
The filing explains prior joint filing arrangements under Rule 13d-1(k) and reports signatures dated 05/08/2026. The Reporting Persons note they have ceased to be beneficial owners of more than 5% and amend Item 5 accordingly.
Positive
None.
Negative
None.
Insights
Exit filing documents that prior holders no longer exceed 5% ownership.
The amendment formally updates Schedule 13G/A cover pages and Item 4 to report that each Reporting Person now beneficially owns 0.00% of the common stock. It reiterates the joint filing agreement and the mechanics under Rule 13d-1(k).
Disclosure consequences are administrative: subsequent beneficial ownership levels and any future acquisitions will be reported in follow-up filings. Timing shown by signatures is 05/08/2026.
Amendment cleans up beneficial ownership status; no cash or transfer terms disclosed.
The statement clarifies voting and dispositive power relationships among Ionic, Ionic Management, and the managers, while asserting zero shares beneficially owned. No proceeds, transfers, or transactions are detailed in this excerpt.
Future filings would show any new acquisitions or dispositions; current filing is administrative.
Key Figures
CUSIP:47714H407Beneficial ownership (Ionic Ventures LLC):0.00%Beneficial ownership (Ionic Management LLC):0.00%+3 more
6 metrics
CUSIP47714H407Common Stock class identifier
Beneficial ownership (Ionic Ventures LLC)0.00%Percent of class reported in Amendment No.5
Beneficial ownership (Ionic Management LLC)0.00%Percent of class reported in Amendment No.5
Beneficial ownership (Brendan O'Neil)0.00%Percent of class reported in Amendment No.5
Beneficial ownership (Keith Coulston)0.00%Percent of class reported in Amendment No.5
Signature date05/08/2026Dates accompanying signatures on the amendment
Key Terms
Schedule 13G/A, exit filing, Rule 13d-1(k), beneficially own
4 terms
Schedule 13G/Aregulatory
"This Amendment No. 5 amends and supplements the Schedule 13G/A and the Amendments"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
exit filingregulatory
"This Amendment No. 5 constitutes an exit filing for each of the Reporting Persons"
Rule 13d-1(k)regulatory
"jointly in accordance with the provisions of Rule 13d-1(k) of the Act"
beneficially ownfinancial
"None of the Reporting Persons beneficially owns any shares of Common Stock"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Jet.AI Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
47714H407
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
47714H407
1
Names of Reporting Persons
Ionic Ventures, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP Number(s):
47714H407
1
Names of Reporting Persons
Ionic Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP Number(s):
47714H407
1
Names of Reporting Persons
Brendan O'Neil
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person.
SCHEDULE 13G
CUSIP Number(s):
47714H407
1
Names of Reporting Persons
Keith Coulston
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person.
SCHEDULE 13G
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 U.S. Securities and Exchange Commission (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"), as amended by Amendment No. 2 to Schedule 13G filed by the Reporting Persons with the SEC on August 13, 2025 ("Amendment No. 2"), as amended by Amendment No. 3 to Schedule 13G filed by the Reporting Persons with the SEC on November 14, 2025 ("Amendment No. 3") and Amendment No. 4 to the Schedule 13G filed by the Reporting Persons with the SEC on February 4, 2026 ("Amendment No. 4" and, together with Amendment No. 1, Amendment No. 2, and Amendment No. 3, the "Amendments"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 5 to Schedule 13G (this "Amendment No. 5") and all subsequent amendments to the Schedule 13G and the Amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 5 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.:
47714H407
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
This Amendment No. 5 amends and supplements the Schedule 13G and the Amendments. The purpose of this Amendment No. 5 is to update the beneficial ownership information on the cover pages and in Item 4 in each of the Schedule 13G and the Amendments, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock and to amend Item 5 of the Schedule 13G and the Amendments accordingly. This Amendment No. 5 constitutes an exit filing for each of the Reporting Persons. 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. 5 and is incorporated herein by reference for each such Reporting Person.
None of the Reporting Persons beneficially owns any shares of Common Stock. Ionic has the power to dispose of and the power to vote any shares of Common Stock 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 any shares of Common Stock beneficially owned by Ionic and Ionic Management. Neither Mr. O'Neil nor Mr. Coulston directly owns any shares of Common Stock. 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 any shares of Common Stock beneficially owned by each of Ionic and Ionic Management, and Ionic Management may be deemed to beneficially own any shares of Common Stock beneficially owned by Ionic.
(b)
Percent of class:
(A) Ionic: 0.00 %
(B) Ionic Management: 0.00 %
(C) Mr. Coulston: 0.00 %
(D) Mr. O'Neil: 0.00 %
(c)
Number of shares as to which the person has:
(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
(ii) Shared 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
(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: 0.00
(B) Ionic Management: 0.00
(C) Mr. Coulston: 0.00
(D) Mr. O'Neil: 0.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
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.
Not Applicable
Item 10.
Certifications:
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.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ionic Ventures, LLC
Signature:
/s/ Keith Coulston
Name/Title:
Keith Coulston, Manager of Ionic Management, LLC, Manager of Ionic Ventures, LLC
Date:
05/08/2026
Ionic Management, LLC
Signature:
/s/ Keith Coulston
Name/Title:
Keith Coulston, Manager
Date:
05/08/2026
Brendan O'Neil
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil
Date:
05/08/2026
Keith Coulston
Signature:
/s/ Keith Coulston
Name/Title:
Keith Coulston
Date:
05/08/2026
Comments accompanying signature: 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).
What does Jet.AI (JTAI) Amendment No. 5 say about ownership?
It states that Ionic Ventures LLC, Ionic Management LLC, Brendan O'Neil and Keith Coulston each beneficially own 0.00% of Jet.AI common stock. The filing is described as an exit filing updating Schedule 13G/A cover pages and Item 4.
Does Amendment No. 5 report any share transfers or proceeds for JTAI?
No share transfers or cash proceeds are described in the amendment. The document updates beneficial ownership figures to 0.00% and confirms prior joint filing arrangements under Rule 13d-1(k); no transaction terms are included.
Who signed the Schedule 13G/A Amendment No. 5 for JTAI and when?
Signatures on the amendment are by Keith Coulston and Brendan O'Neil, with signature dates shown as 05/08/2026. The exhibit list references the Joint Filing Agreement dated February 21, 2025.
Why is this filing called an 'exit filing' for JTAI reporting persons?
Because the Reporting Persons state they have ceased to be beneficial owners of more than five percent and now report 0.00% ownership. The amendment updates prior Schedule 13G/A disclosures to reflect that change.
