Business Context and Reporting Period
This Form 8-K filing by Jet.AI Inc. (JTAI) reports on events occurring on July 2, 2026, regarding the approval of a merger agreement with flyExclusive, Inc. The Company is an emerging growth company incorporated in Delaware. The filing details the outcome of a special meeting of stockholders held to vote on the Merger Proposal, which involves a spin-off of Jet.AI SpinCo, Inc. followed by a merger with flyExclusive.
Key Financial Metrics
This filing is a current report on a corporate event and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on the procedural status of the merger transaction and voting results.
Material Changes and Voting Results
The primary material change is the successful approval of the Merger Proposal after multiple adjournments of the special meeting. The voting timeline and results are as follows:
- Record Date: May 8, 2026, with 1,421,721 shares outstanding entitled to vote.
- Initial Meeting (June 11, 2026): Adjourned due to insufficient votes (34.2% participation).
- Second Meeting (June 23, 2026): Adjourned again due to insufficient votes (48.4% participation).
- Final Meeting (July 2, 2026): Reconvened with 778,325 shares represented (54.7% of outstanding shares).
- Final Vote Tally:
- FOR: 768,718
- AGAINST: 5,155
- ABSTAIN: 4,452
The proposal required the affirmative vote of a majority of outstanding shares, which was achieved on July 2, 2026.
Outlook, Risks, and Transaction Mechanics
Transaction Structure: Upon closing, Jet.AI will distribute all shares of SpinCo to stockholders on a pro rata basis. Subsequently, Merger Sub will merge with SpinCo, which will become a wholly owned subsidiary of flyExclusive. SpinCo shares will convert into the right to receive flyExclusive Class A common stock.
Next Steps: The record date for the distribution of SpinCo shares is July 6, 2026. The transactions are expected to be consummated following the satisfaction or waiver of remaining closing conditions.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Actual results may differ due to risks including the failure to satisfy closing conditions and broader market conditions. The Company assumes no obligation to update these statements.
Investor Verification Checklist
- Verify the satisfaction of remaining closing conditions required to consummate the merger.
- Confirm the record date of July 6, 2026, to determine eligibility for the SpinCo distribution.
- Review the definitive proxy statement (filed May 4, 2026) and the flyExclusive Form S-4 Registration Statement for detailed terms of the exchange ratio and flyExclusive Class A stock conversion.
- Monitor for the press release filed as Exhibit 99.1 for immediate public announcements regarding the closing timeline.