Jet.AI, a pioneering private aviation and artificial intelligence (“AI”) firm, has announced the initiation of an exchange offer (the “Offer”) and a consent solicitation (the “Consent Solicitation”) for its outstanding warrants. The objective of the Offer and Consent Solicitation is to streamline the Company’s capital structure and mitigate the potential dilutive effect of the warrants.
The Company is extending an offer to all holders of the redeemable warrants and private placement warrants to exchange each of their outstanding warrants for 0.3054 shares of Company common stock. Similarly, holders of the merger consideration warrants are being offered 1.0133 shares of Company common stock in exchange for each outstanding merger consideration warrant.
Simultaneously with the Offer, the Company is seeking consents from holders of the redeemable warrants and private placement warrants to amend the warrant agreement governing these warrants (the “2021 Warrant Agreement”). This amendment would allow the Company to require the exchange of each outstanding redeemable and private placement warrant, upon the closing of the Offer, for 0.2749 shares of common stock—a 10% reduction from the exchange ratio in the Offer (the “2021 Warrant Amendment”).
Additionally, the Company seeks consents from holders of the merger consideration warrants to amend the governing agreement (the “2023 Warrant Agreement”), permitting the Company to require the exchange of each outstanding merger consideration warrant for 0.9120 shares of common stock, a 10% reduction from the Offer’s exchange ratio (the “2023 Warrant Amendment”).
The Offer and Consent Solicitation are detailed in a prospectus/offer to exchange, dated June 27, 2024 (the “Prospectus/Offer to Exchange”), and Schedule TO, also dated June 27, 2024 (the “Schedule TO”). The Offer and Consent Solicitation are set to expire at 11:59 p.m. Eastern Time on July 25, 2024, unless extended by the Company.
Jet.AI’s common stock, redeemable warrants, and merger consideration warrants are listed on Nasdaq under the symbols “JTAI”, “JTAIW”, and “JTAIZ”, respectively. As of June 26, 2024, the Company has 12,755,144 shares of common stock outstanding, along with 9,859,220 redeemable warrants, 7,433,405 merger consideration warrants, and 5,760,000 private placement warrants.
