FLYEXCLUSIVE INC. 8-K

What Happened flyExclusive, Inc. announced Amendment No. 3 (filed January 13, 2026 and reported on Form 8-K dated January 14, 2026) to the Amended and Restated Agreement and Plan of Merger and Reorganization with Jet.AI Inc. and Jet.AI SpinCo, Inc. The amendment extends the deal’s Outside Date from December 31, 2025 to April 30, 2026. The underlying transaction contemplates a distribution by Jet.AI of SpinCo shares to Jet.AI stockholders and a merger of flyExclusive’s Merger Sub into SpinCo, with SpinCo surviving as a wholly owned subsidiary of flyExclusive.

Key Details

• Amendment No. 3 executed January 13, 2026; filed as Exhibit 10.1 to the 8-K.
• Original Merger Agreement dated February 13, 2025; A&R Merger Agreement dated May 6, 2025, previously amended July 30 and October 10, 2025.
• flyExclusive has filed a Form S-4 (registration statement) and will mail a definitive proxy statement/prospectus to Jet.AI stockholders once the registration statement is declared effective by the SEC.
• The parties note that Jet.AI stockholder approval and other closing conditions remain required; the filing includes the standard forward-looking statements and risk-factor disclosures.

Why It Matters The extension of the Outside Date gives the parties more time to satisfy closing conditions, complete regulatory and proxy processes, and obtain Jet.AI stockholder approval. For investors, this is a timetable update — not a change to the deal structure — and indicates the transaction has not yet closed. Relevant documents (Form S-4 and the eventual definitive proxy/prospectus) will contain material details and are the primary sources for assessing transaction terms, timing, and risks.