JetAI Inc

ITEM 5. OTHER INFORMATION.

OAC Sponsor Ltd (the “Sponsor”), as a holder of the Company’s outstanding shares of Series A-1 Convertible Preferred Stock (the “Series A-1 Preferred Stock”) was and continues to be entitled to notice, under Section 12(b) and Section 12(c) (together, the “Notice Provisions”) of the Certificate of Designation for the Series A-1 Preferred Stock (the “Certificate”). Further, Sponsor was and continues to be entitled to receive partial redemption of its shares of Series A-1 Preferred Stock, pursuant to Section 12(a) of the Certificate, with respect to any Equity Financing (as defined in the Certificate) conducted by the Company. On August 13, 2024 (the “Effective Date”), as consideration for Sponsor’s formal waiver and/or consent pursuant to the Notice Provisions and waiver of redemption rights pursuant to Section 12(a) of the Certificate with respect to any Equity Financings previously conducted by the Company since the closing of the business combination on August 10, 2023 and through the Effective Date (the “Term”), the Company agreed to pay to Sponsor a one-time payment of $100,000 (the “Waiver Consideration”), which payment shall be made concurrently with the Series A-1 Redemption Price of $575,000 and all dividends due under the Certificate through the date(s) of payment(s), and such payment(s) will be made before November 10, 2024 (being the Outside Date as defined in the Certificate and giving effect to the automatic extension thereof). The Waiver Consideration payment shall be solely for and in full satisfaction of the Company’s obligations under the Notice Provisions and waiver of the Sponsor’s redemption rights with respect to any Equity Financings conducted during the Term.

During the quarter ended June 30, 2024, none of the Company’s directors or officers adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408(a) of Regulation S-K.