M&A - Ionic Ventures, LLC

Form Type: SCHEDULE 13G

Filing Date: 2025-02-21

Corporate Action: Merger

Type: New

Accession Number: 000175392625000262

Filing Summary: On February 14, 2025, flyExclusive, Inc. filed a registration statement (File No. 333-284960) concerning a merger agreement with Jet.AI Inc., which is the issuer of the common stock discussed in this Schedule 13G. Ionic Ventures, LLC has reported beneficial ownership over shares, indicating they hold 239,901 shares of common stock as of February 11, 2025. This total includes shares obtainable through the conversion of preferred stock and warrants, under the limitation of a 9.99% beneficial ownership blocker established by the Certificate of Designations. The reporting parties include Ionic Ventures, LLC, Ionic Management, LLC, and individuals Brendan O'Neil and Keith Coulston, all of whom have agreed to file jointly. The filing from Ionic Ventures emphasizes their intent to increase the ownership threshold for converting preferred stock effective April 16, 2025, effectively restricting their ability to convert shares without exceeding the threshold. The principal business address for the reporting entities is provided, along with the signatures of the respective managers, certifying that the securities were not acquired with intentions to influence control of the issuer.

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