Hexstone Capital LLC and Brendan O’Neil filed Amendment No. 2 to Schedule 13G reporting a significant passive stake in Jet.AI Inc. They may be deemed to beneficially own 470,283 shares of common stock, representing 9.99% of the class, as of a 4,237,256-share base.
The position is held through 450 shares of Series B Convertible Preferred Stock, which are convertible into common stock at $1.63 per share, subject to a 9.99% beneficial ownership “Blocker” that prevents conversions above that threshold. Hexstone has voting and dispositive power over the shares, which may be exercised by its managing member, Brendan O’Neil, who indirectly shares beneficial ownership.
The filing states the securities were not acquired and are not held for the purpose of changing or influencing control of Jet.AI, but rather under a passive investment framework consistent with Schedule 13G requirements.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Jet.AI Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
47714H308
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
47714H308
1
Names of Reporting Persons
Hexstone Capital 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
NEVADA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
470,283.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
470,283.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
470,283.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 2 to Statement on Schedule 13G (this ''Amendment No. 2''), such shares percentage are based on 4,237,256 shares of the common stock, par value $0.0001 per share, of the issuer (the ''Common Stock''), outstanding as of November 28, 2025, as disclosed in the issuer's Registration Statement on Form S-1 (File No. 333-291871), filed by the issuer with the U.S. Securities and Exchange Commission (the ''SEC'') on December 1, 2025 (the ''Registration Statement''). Ownership consists of up to 470,283 shares of Common Stock issuable upon conversion of 450 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, as amended (the ''Certificate of Designations'').
SCHEDULE 13G
CUSIP No.
47714H308
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
470,283.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
470,283.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
470,283.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: As more fully described in Item 4 of this Amendment No. 2, such shares and percentage based on 4,237,256 shares of Common Stock outstanding as of November 28, 2025, as disclosed in the Registration Statement. Ownership consists of up to 470,283 shares of Common Stock issuable upon conversion of 450 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.
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) Hexstone Capital LLC, a Nevada limited liability company ("Hexstone"); and
(ii) Brendan O'Neil ("Mr. O'Neil").
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 with the SEC on August 20, 2025 (the "Schedule 13G"), as amended by Amendment No. 1 to Schedule 13G filed by the Reporting Persons with the SEC on November 14, 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 303, San Francisco, CA 94123.
(c)
Citizenship:
Hexstone is a limited liability company organized under the laws of the State of Nevada. Mr. O'Neil 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);
(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:
The purpose of this Amendment No. 2 is to amend and supplement the Schedule 13G and Amendment No. 1 in order 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 share amounts and ownership percentages reported are based on 4,237,256 shares of Common Stock outstanding as of November 28, 2025, as disclosed in the Registration Statement. Hexstone holds 450 shares of Preferred Stock, conversions of which are subject to the Blocker contained in the Certificate of Designations, assuming a conversion price of $1.63 per share, which Blocker provides that Hexstone is prohibited from converting all such shares of Preferred Stock held into shares of Common Stock if, as a result of such conversion, Hexstone, together with its affiliates and any persons acting as a group together with Hexstone 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, Hexstone is the beneficial owner of 470,283 shares of Common Stock (the "Shares"). Hexstone has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its managing member, Mr. O'Neil. Mr. O'Neil does not directly own the Shares. By reason of the provisions of Rule 13d-3 of the Act, Mr. O'Neil may be deemed to beneficially own the Shares which are beneficially owned by Hexstone.
(b)
Percent of class:
9.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
(ii) Shared power to vote or to direct the vote:
(A) Hexstone: 470,283.00
(B) Mr. O'Neil: 470,283.00
(iii) Sole power to dispose or to direct the disposition of:
(A) Hexstone: 0.00
(B) Mr. O'Neil: 0.00
(iv) Shared power to dispose or to direct the disposition of:
(A) Hexstone: 470,283.00
(B) Mr. O'Neil: 470,283.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
Hexstone Capital LLC
Signature:
/s/ Hexstone Capital LLC
Name/Title:
Brendan O'Neil, Managing Member
Date:
02/04/2026
Brendan O'Neil
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil
Date:
02/04/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated August 20, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on August 20, 2025).
What ownership stake does Hexstone report in Jet.AI (JTAI)?
Hexstone reports beneficial ownership of 470,283 Jet.AI common shares, equal to 9.99% of the class. This percentage is based on 4,237,256 shares outstanding as of November 28, 2025, as disclosed in Jet.AI’s Form S-1 registration statement.
How is Hexstone’s Jet.AI (JTAI) position held and structured?
Hexstone’s position comes from 450 shares of Series B Convertible Preferred Stock in Jet.AI. These preferred shares are convertible into up to 470,283 common shares at a $1.63 conversion price, subject to a 9.99% beneficial ownership blocker in the certificate of designations.
What role does the 9.99% ownership blocker play for Jet.AI (JTAI)?
The 9.99% ownership blocker prevents Hexstone and its affiliates from converting preferred stock if conversion would push their beneficial ownership above 9.99%. This limits further conversions and caps their reportable stake relative to Jet.AI’s outstanding common shares after any conversion.
How is Brendan O’Neil related to Hexstone’s Jet.AI (JTAI) holdings?
Brendan O’Neil is Hexstone’s managing member and may be deemed to share beneficial ownership of the 470,283 Jet.AI shares held by Hexstone. He does not directly own the shares; his interest arises under Rule 13d-3 because he can influence voting and disposition through Hexstone.
Is Hexstone’s Jet.AI (JTAI) stake intended to influence control of the company?
The certification states the Jet.AI securities were not acquired and are not held to change or influence control of the issuer. They are reported under Schedule 13G, which is used for passive ownership, and the filer disclaims any control-seeking purpose or related control transaction.
Why did Hexstone and Brendan O’Neil file Amendment No. 2 for Jet.AI (JTAI)?
Amendment No. 2 updates beneficial ownership information in the original Schedule 13G and Amendment No. 1. It refreshes share counts and percentage ownership using 4,237,256 Jet.AI shares outstanding as of November 28, 2025, and reflects the 470,283-share position subject to the 9.99% blocker.
