[SCHEDULE 13G/A] Jet.AI Inc. Merger Consideration Warrants SEC Filing

Rhea-AI Filing Summary

Jet.AI Inc. Schedule 13G/A (Amendment No. 2) reports that Ionic Ventures, Ionic Management, Brendan O'Neil and Keith Coulston (the Reporting Persons) beneficially own 316,630 shares of common stock, equal to 9.9% of the issuer's 3,116,256 common shares outstanding as of June 20, 2025. The position comprises 263,411 directly held common shares plus up to 53,219 shares issuable upon conversion of 989 shares of Series B Convertible Preferred Stock at a $2.50 conversion price. Conversions are limited by a 9.99% beneficial ownership limitation (the "Blocker") in the Preferred Stock's Certificate of Designations, which restricts Ionic from converting to the extent doing so would exceed that cap. Voting and dispositive power over the reported shares is shared among Ionic, Ionic Management and managers Brendan O'Neil and Keith Coulston. The amendment updates prior Schedule 13G disclosures to reflect these ownership figures.

Positive

• Clear, updated disclosure: The amendment updates prior Schedule 13G information and specifies the reported holdings and outstanding share base.
• Detailed conversion mechanics provided: The filing identifies 263,411 common shares and up to 53,219 shares issuable on conversion of 989 Series B Preferred shares at a $2.50 conversion price.

Negative

• Large concentrated position: Reporting Persons hold 316,630 shares, representing 9.9% of outstanding common stock, a significant minority stake.
• Shared voting/dispositive power: Voting and disposition rights are shared among Ionic, Ionic Management, Brendan O'Neil and Keith Coulston, concentrating influence within the group.
• Conversion constraint (Blocker): The Certificate of Designations contains a 9.99% beneficial ownership limitation which restricts conversions and could complicate future ownership adjustments.

Insights

Securities Analyst

TL;DR: Reporting Persons disclose a material near-10% stake (316,630 shares, 9.9%), including convertible preferred shares constrained by a 9.99% blocker.

The Schedule 13G/A updates prior disclosures to show a combined beneficial ownership position of 316,630 shares, based on 3,116,256 shares outstanding as of June 20, 2025. The presentation clearly separates currently outstanding common shares (263,411) from shares issuable on conversion (up to 53,219) of 989 Series B Preferred shares at a $2.50 conversion price. The existence of the 9.99% conversion limitation is a key structural detail: it prevents immediate conversion-driven ownership increases beyond the cap and therefore limits near-term dilution or control shifts from these conversions. The filing follows joint reporting procedures and documents shared voting and dispositive authority among the named parties, which is important for governance assessments.

Corporate Governance Expert

TL;DR: Joint filing shows shared control of a significant minority position with conversion mechanics restricted by a formal blocker in the Certificate of Designations.

The disclosure identifies Ionic Ventures and Ionic Management as filer entities and names Brendan O'Neil and Keith Coulston as managers with shared voting and dispositive power over the 316,630 shares. The Joint Filing Agreement and the Schedule amendment document coordinated reporting and certify that the securities were not acquired to influence control. From a governance perspective, the combination of a near-10% economic interest and shared voting authority warrants monitoring, but the Certificate of Designations' 9.99% limitation constrains conversion-driven ownership escalation. This filing is material for shareholder composition analysis but does not, on its face, indicate a control transaction.

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)

06/30/2025

(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

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 316,630.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 316,630.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

316,630.00

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 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'').

SCHEDULE 13G

CUSIP No. 47714H308

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 316,630.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 316,630.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

316,630.00

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, 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.

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 316,630.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 316,630.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

316,630.00

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 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.

SCHEDULE 13G

CUSIP No. 47714H308

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 316,630.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 316,630.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

316,630.00

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 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.

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 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);
(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. 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:
	(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: 316,630.00 (B) Ionic Management: 316,630.00 (C) Mr. Coulston: 316,630.00 (D) Mr. O'Neil: 316,630.00
	(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: 316,630.00 (B) Ionic Management: 316,630.00 (C) Mr. Coulston: 316,630.00 (D) Mr. O'Neil: 316,630.00
Item 5.	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/ Ionic Ventures, LLC
Name/Title:	Keith Coulston, Manager of Ionic Management, LLC, Manager of Ionic Ventures, LLC
Date:	08/13/2025

Ionic Management, LLC

Signature:	/s/ Ionic Management, LLC
Name/Title:	Keith Coulston, Manager
Date:	08/13/2025

Brendan O'Neil

Signature:	/s/ Brendan O'Neil
Name/Title:	Brendan O'Neil
Date:	08/13/2025

Keith Coulston

Signature:	/s/ Keith Coulston
Name/Title:	Keith Coulston
Date:	08/13/2025

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).

FAQ

How many JTAIZ shares do the Reporting Persons beneficially own?

316,630 shares, representing 9.9% of 3,116,256 common shares outstanding as of June 20, 2025.

What is the composition of the 316,630-share position in JTAIZ?

263,411 common shares held directly plus up to 53,219 shares issuable upon conversion of 989 Series B Convertible Preferred shares at a $2.50 conversion price.

Who holds voting and dispositive power over the reported JTAIZ shares?

Voting and dispositive power of the 316,630 shares is shared among Ionic Ventures, Ionic Management and managers Brendan O'Neil and Keith Coulston; no sole voting power is reported.

What is the 9.99% "Blocker" referenced in the filing?

The "Blocker" is a 9.99% beneficial ownership limitation in the Preferred Stock's Certificate of Designations that prevents conversions that would cause the holder to beneficially own more than 9.99% of outstanding common shares.

Does the filing indicate an intent to change control of Jet.AI (JTAIZ)?

The signatory certifications state the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.