Business Context and Reporting Period
This Form 8-K, dated July 13, 2026, reports on Jet.AI Inc. (JTAI), an emerging growth company. The filing details the completion of a merger and separation transaction involving the company's fractional and jet card business. On this date, Jet.AI Inc. completed the merger of its subsidiary, Jet.AI SpinCo, Inc., into flyExclusive, Inc., resulting in the disposition of the jet card business to flyExclusive.
Key Financial Metrics and Transaction Value
The filing does not provide standard operating financial metrics such as revenue, profit, cash flow, or debt levels for Jet.AI Inc. for a specific reporting period. Instead, it focuses on the valuation of the completed transaction:
- Initial Purchase Price: $16,175,595 (includes an 115% Applicable Premium Percentage).
- Closing Shares Issued: 5,676,892 shares of flyExclusive Class A common stock (FLYX).
- Value of Closing Shares: Approximately $9,054,643 based on the July 13, 2026 closing price of $1.595 per share.
- Reserve Shares: 1,419,223 shares held in reserve, representing 20% of the total consideration. Potential value was approximately $2,263,661 based on the July 13 price.
- Exchange Ratios: Approximately 2.9002 shares of FLYX for Closing Shares and 0.7251 shares of FLYX for Reserve Shares per SpinCo share.
Material Changes and Transaction Mechanics
The primary material change is the divestiture of Jet.AI Inc.'s core fractional and jet card business. The transaction structure involved:
- Separation and Distribution: The business was transferred to SpinCo, and SpinCo shares were distributed pro rata to Jet.AI stockholders of record as of July 6, 2026.
- Merger Completion: SpinCo merged into flyExclusive, converting SpinCo shares into flyExclusive stock.
- Amendment No. 5: Filed on July 13, 2026, this amendment adjusts the final calculation of the Purchase Price regarding potential post-closing dispositions of SpinCo assets by flyExclusive.
The final issuance of Reserve Shares is contingent on the final Purchase Price determination within 120 days post-closing. If the final price is less than the Initial Purchase Price, a portion of the Reserve Shares will be forfeited based on a valuation of $2.2795 per share.
Guidance, Outlook, and Risks
Future Transaction: On July 15, 2026, Jet.AI Inc. announced a non-binding letter of intent for a proposed reverse takeover with a privately held operating company. The company expects stockholders to receive approximately $20 million in aggregate value (cash and stock) if this transaction proceeds.
Risks and Contingencies:
- Final Purchase Price Uncertainty: The ultimate value received by shareholders depends on the final calculation of the Purchase Price, which could result in the forfeiture of Reserve Shares.
- Reverse Takeover Risk: The proposed $20 million transaction is non-binding; definitive documents must be negotiated, and approvals obtained.
- Market Conditions: Forward-looking statements are subject to broader market conditions and the ability to close transactions on a timely basis.
Investor Verification Checklist
- Verify the final Purchase Price calculation expected within 120 days to determine the actual number of Reserve Shares to be issued.
- Monitor the status of the non-binding letter of intent for the reverse takeover transaction announced on July 15, 2026.
- Review the Unaudited Pro Forma Consolidated Financial Statements (Exhibit 99.3) for the financial impact of the separation on the remaining Jet.AI Inc. entity.
- Confirm the trading status of Jet.AI Inc. (JTAI) following the distribution of the jet card business.