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425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

SEC ·  Jun 27 19:22

Summary by Moomoo AI

On June 27, 2024, Jet.AI Inc., a Delaware-based private aviation and artificial intelligence company, announced the launch of an exchange offer and consent solicitation for its outstanding warrants. The offer targets redeemable warrants, merger consideration warrants, and private placement warrants, providing holders with the opportunity to exchange each warrant for shares of Jet.AI common stock at specified ratios. The exchange ratios for redeemable and private placement warrants are set at 0.3054 shares of common stock per warrant, while merger consideration warrants can be exchanged for 1.0133 shares. Additionally, Jet.AI is seeking consent to amend the warrant agreements to allow the company to exchange outstanding warrants for 10% fewer shares than the current offer post-closing. The offer and consent solicitation are...Show More
On June 27, 2024, Jet.AI Inc., a Delaware-based private aviation and artificial intelligence company, announced the launch of an exchange offer and consent solicitation for its outstanding warrants. The offer targets redeemable warrants, merger consideration warrants, and private placement warrants, providing holders with the opportunity to exchange each warrant for shares of Jet.AI common stock at specified ratios. The exchange ratios for redeemable and private placement warrants are set at 0.3054 shares of common stock per warrant, while merger consideration warrants can be exchanged for 1.0133 shares. Additionally, Jet.AI is seeking consent to amend the warrant agreements to allow the company to exchange outstanding warrants for 10% fewer shares than the current offer post-closing. The offer and consent solicitation are detailed in a prospectus/offer to exchange and Schedule TO, both dated June 27, 2024, and will expire on July 25, 2024, unless extended by the company. The initiative aims to simplify Jet.AI's capital structure and mitigate the potential dilutive impact of the warrants. The company's common stock and warrants are traded on the Nasdaq under the symbols 'JTAI', 'JTAIW', and 'JTAIZ'. As of June 26, 2024, Jet.AI has over 12 million shares of common stock and approximately 23 million warrants outstanding across the three categories.
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