JTAI · Jet.AI Inc.

The exercise price, number of derivative securities, and number of underlying shares of common stock, par value $0.0001 per share ("Common Stock"), of Jet.AI Inc. (the "Issuer") reported for this option reflect the 1-for-225 reverse stock split of the Issuer's Common Stock that became effective on November 12, 2024.

At the recommendation of the Issuer's Compensation Committee, the Issuer's Board of Directors approved this option grant on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan under which the option was granted. The Issuer's stockholders approved such amendment on September 24, 2024.

This option vests monthly in equal installments beginning on January 26, 2024.

The exercise price, number of derivative securities, and number of underlying shares of Common Stock reported for this option reflect the Issuer's 1-for-225 Reverse Split of its Common Stock.

At the recommendation of the Issuer's Compensation Committee, the Issuer's Board of Directors approved this option grant on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan under which the option was granted. The Issuer's stockholders approved such amendment on September 24, 2024.

This option vests monthly in equal installments beginning on January 26, 2024.

The exercise price, number of derivative securities, and number of underlying shares of common stock, par value $0.0001 per share ("Common Stock"), of Jet.AI Inc. (the "Issuer") reported for this option reflect the 1-for-225 reverse stock split of the Issuer's Common Stock that became effective on November 12, 2024.

At the recommendation of the Issuer's Compensation Committee, the Issuer's Board of Directors approved this option grant on December 26, 2023, subject to stockholder approval of an amendment to the omnibus incentive plan under which the option was granted. The Issuer's stockholders approved such amendment on September 24, 2024.

This option vests monthly in equal installments beginning on January 26, 2024.

The reporting person disposed of six Merger Consideration Warrants (each, a "Warrant") of Jet.AI Inc.(the "Issuer") in exchange for seven shares of the Issuer's common stock, par value $0.0001 per share (or 1.0133 shares of common stock per Warrant, rounded up to the nearest whole share), pursuant to the terms of the Issuer's exchange offer.

The reporting person disposed of six Merger Consideration Warrants (each, a "Warrant") of Jet.AI Inc. (the "Issuer") in exchange for seven shares of the Issuer's common stock, par value $0.0001 per share (or 1.0133 shares of common stock per Warrant, rounded up to the nearest whole share), pursuant to the terms of the Issuer's exchange offer (the "Exchange Offer").

In the reporting person's last filed Form 4, filed on September 28, 2023, the reporting person mistakenly included 84,552 shares of the Issuer's common stock underlying options held by the reporting person ("Option Shares") in his reported aggregate holdings of common stock in Table I of the Form 4. Excluding such Option Shares, which had been correctly reported as part of the reporting person's Table II holdings of derivative securities in a Form 4 filed on August 23, 2023, the reporting person actually held four shares of common stock at the time his last Form 4 was filed. Adding the seven shares of common stock the reporting person received pursuant to the terms of the Exchange Offer, the reporting person now owns 11 shares of common stock.

The reporting person disposed of six Merger Consideration Warrants (each, a "Warrant") of Jet.AI Inc. (the "Issuer") in exchange for seven shares of the Issuer's common stock, par value $0.0001 per share (or 1.0133 shares of common stock per Warrant, rounded up to the nearest whole share), pursuant to the terms of the Issuer's exchange offer (the "Exchange Offer").

The reporting person disposed of 4,076,288 Merger Consideration Warrants (each, a "Warrant") in exchange for 4,130,503 shares of common stock, par value $0.0001 per share (or 1.0133 shares of common stock per Warrant), of Jet.AI Inc.(the "Issuer") pursuant to the terms of the Issuer's exchange offer.

The reporting person disposed of six Merger Consideration Warrants (each, a "Warrant") of Jet.AI Inc.(the "Issuer") in exchange for seven shares of the Issuer's common stock, par value $0.0001 per share (or 1.0133 shares of common stock per Warrant, rounded up to the nearest whole share), pursuant to the terms of the Issuer's exchange offer.

The reporting person disposed of 4,076,288 Merger Consideration Warrants (each, a "Warrant") in exchange for 4,130,503 shares of common stock, par value $0.0001 per share (or 1.0133 shares of common stock per Warrant), of Jet.AI Inc.(the "Issuer") pursuant to the terms of the Issuer's exchange offer.

1/36th of the option shares vest each month after the vesting commencement date of September 15, 2023 so that the option shares are fully vested 36 months after the vesting commencement date.

1/36th of the option shares vest each month after the vesting commencement date of September 15, 2023 so that the option shares are fully vested 36 months after the vesting commencement date.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

17,192 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the fifth day of each month, subject to the Reporting Person's continued service.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

15,473 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the sixteenth day of each month, subject to the Reporting Person's continued service.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

18,911 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the first day of each month, subject to the Reporting Person's continued service.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

268,192 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the thirtieth day of each month, subject to the Reporting Person's continued service.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

8,940 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the first day of each month, subject to the Reporting Person's continued service.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

Received in connection with Oxbridge Acquisition Corp.'s business combination transaction with Jet Token Inc. in accordance with the terms of the Business Combination Agreement and Plan of Reorganization, dated February 24, 2023, as amended by Amendment No. 1 to the Business Combination Agreement, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., Summerlin Aviation LLC, and Jet Token Inc.

356,400 shares were vested as of August 10, 2023, and the remaining shares will vest in as nearly equal as possible monthly installments on the last day of each month, subject to the Reporting Person's continued service.

The securities to which this filing relates are held directly by (i) Owl Creek Credit Opportunities Master Fund, L.P., a Cayman Islands exempted limited partnership, to which Owl Creek Asset Management, L.P., a Delaware limited partnership, (the "Investment Manager") serves as investment manager and (ii) a sub-account (the "Managed Account") to which the Investment Manager serves as sub-advisor. Jeffrey A. Altman ("Mr. Altman") is the managing member of the general partner of the Investment Manager. Each of the Investment Manager and Mr. Altman disclaims beneficial ownership of the securities to which this filing relates for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, except to the extent of his or its pecuniary interest therein, if any.