Business Context and Reporting Period
This Form 8-K Current Report is filed by Jet.AI Inc. (Nasdaq: JTAI) on October 10, 2025. The filing addresses an amendment to a previously disclosed merger agreement with flyExclusive, Inc. The Company is classified as an emerging growth company.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on a corporate transaction update.
Material Changes
- Merger Agreement Amendment: On October 10, 2025, Jet.AI Inc. entered into Amendment No. 2 to its Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, Inc.
- Extension of Outside Date: The amendment extends the "Outside Date" (the deadline by which the transaction must be completed) from October 31, 2025, to December 31, 2025.
- Transaction Structure: All other terms of the proposed transactions remain unchanged. The transaction involves the distribution of Jet.AI SpinCo, Inc. shares to stockholders, followed by a merger with flyExclusive.
Guidance, Outlook, and Risks
The filing includes standard forward-looking statements regarding the expectation that the transactions will close, subject to stockholder approval and other conditions. Management highlights several material risks that could prevent the transaction from closing or cause results to differ from expectations:
- Failure to obtain necessary stockholder or regulatory approvals in a timely manner.
- Ability to raise future funding and potential dilution.
- Ability to continue as a going concern.
- Security interests under existing credit arrangements.
- Risks related to maintaining Nasdaq listing status.
- Intellectual property claims and legal proceedings.
Investors are directed to the Registration Statement on Form S-4 (File No. 333-284960) and the accompanying Proxy Statement/Prospectus for detailed information regarding the proposed transactions.
Key Facts for Investor Verification
- Verify the new transaction deadline of December 31, 2025, and the conditions required to close the merger.
- Review the Form S-4 Registration Statement and Proxy Statement/Prospectus for full details on the merger terms and voting procedures.
- Assess the Company's liquidity and going concern status, as highlighted in the risk factors.
- Monitor the status of stockholder approval required for the distribution of SpinCo shares and the subsequent merger.