JTAI · Jet.AI Inc.

Jet.AI Inc. executed a strategic investment via the Equity Certificates Subscription Agreement dated April 7, 2026, with VERSO Capital 2 SCSP, committing $5.25 million total ($5 million principal plus 5% fee) for 8,347 certificates each tracking one share of SpaceX preferred stock, derived from converted xAI Series B preferred stock at a 1:0.1433 ratio. This transaction, completed on April 8, 2026, provides Jet.AI indirect economic exposure to SpaceX assets held by a captable fund, with redemption at Verso's discretion in cash or kind upon events like sales or distributions. Notably, management (typically 2% annually over 5 years) and performance fees were fully waived, enhancing cost efficiency. The certificates carry limited recourse solely to underlying asset proceeds minus reserves, underscoring high illiquidity risk as disclosed. Concurrently, to address Nasdaq delisting risk, Jet.AI effected a 1-for-200 reverse stock split approved by stockholders on December 19, 2025, and board on March 9, 2026. Effective April 8, 2026, at 12:01 a.m. ET, it reduces outstanding shares from 129,362,471 to ~646,812, with cash in lieu of fractions, uniform proportional adjustments to options/warrants, and no change to authorized shares or par value ($0.0001). Trading continues as JTAI with new CUSIP 47714H407. This dual action signals capital deployment into high-growth private tech exposure amid compliance efforts, potentially positioning for SpaceX liquidity events while stabilizing public listing.