Business Context and Reporting Period
Company: flyExclusive, Inc. (FLYX)
Filing Type: Form 8-K (Current Report)
Date of Report: February 11, 2026
Reporting Period: Event-based (Amendment to Merger Agreement)
flyExclusive, Inc., an emerging growth company, reported the execution of Amendment No. 4 to its Amended and Restated Agreement and Plan of Merger and Reorganization with Jet.AI Inc. The transaction involves a merger between flyExclusive's subsidiary and Jet.AI SpinCo, Inc., following a pro-rata distribution of SpinCo shares to Jet.AI stockholders.
Key Financial Metrics
This filing is a current report regarding a material agreement amendment and does not contain periodic financial statements (e.g., revenue, profit, cash flow, or debt levels).
- Revenue/Profit/Margins: Not provided in this filing.
- Cash Flow/Liquidity: Jet.AI confirmed it possesses sufficient positive net working capital to satisfy the minimum cash closing requirement without a new securities purchase agreement.
- Debt: Not provided in this filing.
- Transaction Value: The amendment removed a condition requiring a third-party investor to purchase up to $50 million worth of Jet.AI preferred stock warrants.
Material Changes Versus Prior Period
The primary material change is the execution of Amendment No. 4 to the Merger Agreement, which alters the closing conditions established in previous amendments (Amendments 1-3 dated July 2025 through January 2026).
- Removal of Financing Condition: Eliminated the requirement for Jet.AI to execute a new securities purchase agreement with a third-party investor for up to $50 million in preferred stock warrants.
- Confirmation of Liquidity: Jet.AI confirmed it can meet the minimum cash closing requirement using existing positive net working capital.
- Post-Closing Flexibility: The amendment permits Jet.AI to explore and negotiate potential transactions, provided they are conditioned upon the closing of the Merger and consummated thereafter.
Guidance, Outlook, Risks, and Contingencies
Outlook and Management Commentary: The removal of the financing condition suggests the transaction is closer to closing, contingent on Jet.AI's internal liquidity and stockholder approval. Management directs investors to the Form S-4 registration statement and proxy statement/prospectus for detailed transaction terms.
Risks and Contingencies:
- Transaction Completion: Risks include failure to complete the transaction in a timely manner or at all, and the inability to obtain Jet.AI stockholder approval.
- Market Volatility: Securities prices for both flyExclusive and Jet.AI may be volatile due to the pendency of the transaction.
- Legal and Operational: Risks include litigation related to the transaction, termination events, and the inability to realize anticipated benefits post-merger.
- Forward-Looking Statements: The filing includes standard disclaimers that future results may differ materially from expectations due to economic conditions and other uncertainties.
Important Facts for Investor Verification
- Verify the status of the Form S-4 registration statement and the definitive proxy statement/prospectus for Jet.AI stockholder voting details.
- Confirm Jet.AI's current net working capital position to ensure the minimum cash closing requirement remains satisfied.
- Review the "Risk Factors" sections in flyExclusive's 2024 Form 10-K and Jet.AI's 2024 Form 10-K for comprehensive risk disclosures.
- Monitor for any new amendments to the Merger Agreement or announcements regarding the closing date.
- Check for any regulatory approvals required for the merger that may not yet be finalized.