FLYX

Business Context and Reporting Period

Company: flyExclusive, Inc. (FLYX)
Filing Type: Form 8-K (Current Report)
Date of Report: October 1, 2025
Reporting Period: Event date October 1, 2025; Report signed October 7, 2025.
Context: The Company entered into a Fourth Amendment to its Aircraft Management Services Agreement with Volato Group, Inc. ("Volato"), originally signed in September 2024. This amendment modifies asset purchase rights and extends the agreement term.

Key Financial Metrics and Transaction Details

• Transaction Consideration: Total payment of $4.1 million to Volato for the amendment, asset transfer rights, and settlement of accounts.
• Payment Structure:
  • $2.1 million payable on the amendment date (October 1, 2025).
  • Remaining balance payable per agreement terms.
• Equity Issuance: The Company elected to pay the initial $2.1 million in shares of Class A Common Stock, issuing 432,099 shares.
• Financial Statements: This filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics for the Company.

Material Changes and Agreement Terms

• Asset Options:
  • Volato Option: Volato may sell aviation-related assets to the Company. Exercisable immediately until the earlier of the term end, the start of the flyExclusive Option exercise period, or completion of the Merger Option.
  • flyExclusive Option: The Company may purchase aviation-related assets from Volato. Exercisable six months after a change of control of Volato (triggered by the Volato Merger, expected March 31, 2026).
• Term Extension: The agreement term is extended to the sooner of:
  1. September 1, 2026.
  2. Consummation of asset purchase agreements under the Asset Options.
  3. Consummation of the Volato Merger with M2i Global, Inc.
• Merger Option: The existing option for the Company to acquire Volato via merger remains subject to required consents.

Guidance, Outlook, and Risks

• Registration Statement: The Company must file a registration statement by October 31, 2025, to register the resale of the 432,099 shares issued to Volato.
• Unregistered Sales: The shares were offered under Section 4(a)(2) of the Securities Act of 1933.
• Contingencies: The exercise of the flyExclusive Option is contingent upon a change of control of Volato (specifically the Volato Merger). The asset purchase rights are subject to the exercise of the respective options.
• Management Commentary: The filing references a press release dated October 7, 2025, for further details but does not include specific forward-looking financial guidance within the text provided.

Investor Verification Checklist

• Verify the valuation of the 432,099 shares issued to Volato against the $2.1 million consideration to determine the implied share price.
• Confirm the status of the Volato Merger with M2i Global, Inc., as this triggers the flyExclusive Option exercise period.
• Review the full text of the Fourth Amendment (Exhibit 10.1) for specific details on the aviation-related assets and obligations being transferred.
• Monitor the filing of the registration statement for the resale of shares by the October 31, 2025 deadline.
• Assess the impact of the $4.1 million total consideration on the Company's cash reserves or future capital requirements.