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Why did Jet.AI Inc. commence an exchange for outstanding warrants?

Jet.AI, Inc. (“Jet.AI” or the “Company”) has elected to exchange its outstanding warrants including the redeemable warrants, merger consideration warrants and the private warrants (the “Warrants”) pursuant to various Warrant agreements. The “Redeemable Warrants” were issued under that certain Warrant Agreement dated August 21, 2021 between the Company (as the successor to Oxbridge Acquisition Corp., our predecessor and a Cayman Islands-exempted company (“Oxbridge”)), Continental Stock Transfer & Trust Company.

The “Private Warrants” were issued under the Redeemable Warrant Agreement to OAC Sponsor Ltd. and Maxim Partners LLC.

The “Merger Consideration Warrants”; together with the Redeemable Warrants, the “Public Warrants” were issued under that certain Warrant Agreement dated August 10, 2023 between the Company, CSTTC, and each Warrant holder.

The exchange will simplify the Company’s capital structure.

How do I exchange my Warrants?

At the direction of Jet.AI, Continental Stock Transfer & Trust as duly authorized Warrant Agent, has delivered an Offer to Exchange to each of the registered holders of the outstanding Warrants and the Depositary Trust Company (“DTC”), which includes instructions on exercising your Warrants. DTC has notified broker, bank and nominee participants.

If you hold Warrants through a broker, bank or nominee and want additional information on how to exchange, contact your broker, bank or nominee to exercise your Warrants.

For further information you may also contact Morrow Sodali at JTAI@investor.morrowsodali.com

What is the exchange offer?

Holders of the redeemable warrants and holders of the private placement warrants the opportunity to receive 0.3054 shares of Company common stock in exchange for each such outstanding warrant tendered by the holder and exchanged pursuant to the Offer. The Company is offering to all holders of the merger consideration warrants the opportunity to receive 1.0133 shares of Company common stock in exchange for each outstanding merger consideration warrant tendered by the holder and exchanged pursuant to the Offer.

Concurrently with the exchange offer, the Company is also soliciting consents from holders of the Warrants to amend that certain warrant agreement to permit the Company to require that each redeemable warrant and private placement warrant that is outstanding upon the closing of the exchange offer be exchanged for 0.2749 shares of Company common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer.

Concurrently with the exchange offer, the Company is also soliciting consents from holders of the Warrants to amend that certain warrant agreement to permit the Company to require that each redeemable warrant and private placement warrant that is outstanding upon the closing of the exchange offer be exchanged for 0.2749 shares of Company common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer.

What is the deadline for exercising the Warrants?

Warrant holders wishing to exercise must do so prior to 11:59 p.m. New York City Time on July 25, 2024 (the “Redemption Date”).

Please note, if you hold Warrants through a broker, broker or nominee, you may need to take action before July 25, 2024, corporate actions and securities transactions take a business day to settle or be completed.

What happens if I do not exercise my Warrants before the Redemption Date?

If the Consent Solicitation receives the required support to amend all outstanding Warrant Agreements, we currently intend to require the exchange of all outstanding Warrants to Common Shares as provided in the Warrant Amendments, which would result in the holders of any remaining outstanding Warrants receiving approximately 10% fewer Common Shares than if they had tendered their Warrants in the Offer.

How many warrants and shares were outstanding prior to the warrant redemption announcement?

As of June 26, 2024, the Company had 12,755,144 shares of common stock outstanding, and 9,859,220 redeemable warrants, 7,433,405 merger consideration warrants and 5,760,000 private placement warrants outstanding.

How do I exchange my Warrants?

Complete the Letter of Transmittal distributed by email. A copy of all Exchange Offer materials can be found at https://cstt.citrixdata.com/public/share/web-s2e892105379b433a8b08ffc83d816d20. Once completed please upload completed documents to https://cstt.citrixdata.com/r-r3ac9bba3ba0248658472315ee322e9ab.

Alternatively, physical documents can be mailed to:

By First Class Mail:

Continental Stock Transfer & Trust
One State Street, 30th Floor
New York, NY 10004
Attn: Corporate Actions Department

By Overnight or Hand Delivery:

Continental Stock Transfer & Trust
One State Street, 30th Floor
New York, NY 10004
Attn: Corporate Actions Department

Where is Jet.AI traded and what is its ticker symbol?
Jet.AI Common Stock and Warrants are traded on the NASDAQ Stock Exchange under the symbols JTAI and JTAIZ respectively.
When did Jet.AI become a public company?
Jet.AI completed a SPAC merger with Oxbridge Acquisition Corp. on August 8, 2023.
Where is Jet.AI’s corporate headquarters?
Jet.AI Inc.
10845 Griffith Peak Drive, Suite 200
Las Vegas, NV 89135
Phone: (702) 747-4000
When does Jet.AI's fiscal year end?
December 31
Who is Jet.AI's independent registered public accountant?
Jet.AI’s independent registered public accounting firm is Hacker, Johnson & Smith PA.
Does Jet.AI pay dividends?
No, Jet.AI currently does not pay dividends and does not anticipate paying dividends in the foreseeable future.
Does Jet.AI have a direct stock purchase plan?
No, Jet.AI does not currently have a direct stock purchase plan.
Who is Jet.AI's transfer agent?
Continental Stock and Trust
1 State Street, 30th Floor
New York, NY 10004-1561
Phone: (212) 509-4000
E-mail: cstmail@continentalstock.com
How do I contact Jet.AI investor relations?
You can contact Jet.AI investor relations at contact@Jettoken.com or by phone at 866-694-0014.
What happens to my existing shares because of the Business Combination transaction?
Your existing shares of Jet Token will be canceled as of the date of the business combination and the shares in your account will be converted into freely tradable Jet.AI common stock and warrants. You will receive a share statement evidencing your ownership equal to the “Stock Exchange Ratio”, plus a Merger Consideration Warrant.
How do I trade my shares and warrants?

In order to move your shares of JTAI and JTAIZ into your brokerage account for trading or safekeeping, you will need to do the following:

A statement of account will be emailed to you on the closing date from the Direct Registration System (DRS). This statement can be used by your primary broker to retrieve your shares from Continental Stock Transfer’s system electronically.

NOTE: Your broker will not be able to move your shares immediately after the date of the business combination. The broker’s clearing house, Depository Trust Company, will need up to four business days to make the shares eligible for electronic delivery – after which time there will be no delay.

What is the DRS?
The DRS (Direct Registration System) is a service offering by The Depository Trust Company (DTC) that provides registered shareholders of the issuer with the option of holding their assets (shares) on the books and records of the transfer agent in book-entry form instead of a physical stock certificate. DRS Format allows shares to be transferred between a broker dealer and the transfer agent electronically. DRS shares are held in the registered shareholder’s name and represented by a DRS Transaction Statement or DRS Advice. DRS shares cannot be lost, thus avoiding the cost and effort involved in replacing lost certificates. The shareholder retains full ownership of the shares as well as all the traditional voting rights and privileges of being a share owner.
What is the exercise price of JTAIZ?
$15.00 per share for the Merger Consideration Warrants and $11.50 per share for the Oxbridge Warrants.
When can I exercise the warrants?
The Merger Consideration Warrants are immediately exercisable, and the Oxbridge Warrants will become exercisable 30 days after the completion of the Business Combination.
When will the shares of common stock issuable upon exercise of the warrants be registered with the SEC?
The shares issuable upon exercise of the warrants were registered pursuant to the Company’s S-4 registration statement which was marked effective by the SEC on July 28, 2023 (https://www.sec.gov/Archives/edgar/data/1861622/000149315223026436/formdef14a.htm).
Where can I submit comments or complaints relating to our accounting, internal accounting controls, or auditing matters?
Comments or complaints relating to our accounting, internal accounting controls, or auditing matters can be directed to the Chairman of Company’s Audit Committee, Wrendon Timothy, at wrendon@jet.ai