Business Context and Reporting Period
Company: flyExclusive, Inc. (FLYX)
Filing Type: Form 8-K (Current Report)
Date of Report: January 13, 2026
Reporting Period: Event date January 13, 2026
flyExclusive, Inc., a Delaware corporation and emerging growth company, reported the execution of Amendment No. 3 to its Amended and Restated Agreement and Plan of Merger and Reorganization regarding the proposed acquisition of Jet.AI Inc.
Key Financial Metrics
This filing is a current report regarding a material agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes Versus Prior Period
The primary material change reported is the extension of the "Outside Date" for the proposed merger transaction:
- Previous Outside Date: December 31, 2025
- New Outside Date: April 30, 2026
- Context: The original Merger Agreement was entered into on February 13, 2025, and subsequently amended on May 6, 2025, July 30, 2025, and October 10, 2025. This filing represents the third amendment to the agreement.
Guidance, Outlook, Risks, and Contingencies
Transaction Structure: The transaction involves Jet.AI distributing shares of Jet.AI SpinCo, Inc. to its stockholders, followed by the merger of FlyX Merger Sub, Inc. with and into SpinCo. SpinCo will survive as a wholly owned subsidiary of flyExclusive.
Forward-Looking Statements and Risks: The filing includes extensive forward-looking statements regarding the expected timing, structure, and benefits of the transaction. Key risks identified include:
- Failure to complete the transaction in a timely manner or at all.
- Failure to obtain Jet.AI stockholder approval.
- Inability to recognize anticipated benefits of the transaction.
- Termination of the Merger Agreement due to specific events or changes in circumstances.
- Volatility in the price of securities for both companies.
- Legal challenges or litigation related to the transaction.
Regulatory Status: flyExclusive has filed a registration statement on Form S-4. The definitive proxy statement/prospectus will be mailed to Jet.AI stockholders once declared effective by the SEC.
Important Facts for Investor Verification
- Verify the full text of Amendment No. 3 (Exhibit 10.1) for specific conditions or covenants attached to the extension of the Outside Date.
- Monitor the status of the Form S-4 registration statement and the subsequent mailing of the definitive proxy statement/prospectus to Jet.AI stockholders.
- Review the Risk Factors in flyExclusive's 2024 Form 10-K and Jet.AI's 2024 Form 10-K for detailed disclosures on uncertainties.
- Confirm whether the transaction remains on track for closing by the new deadline of April 30, 2026.