FLYEXCLUSIVE, Inc. Closes Merger with Jet.AI SpinCo; Amends Net‑Cash Terms

What Happened
FLYEXCLUSIVE, Inc. (FLYX) announced in an 8-K that it closed the previously disclosed merger under the Amended & Restated Agreement and Plan of Merger on July 13, 2026. At the Merger Effective Time, FlyX Merger Sub merged into Jet.AI SpinCo (SpinCo), with SpinCo surviving as a wholly owned subsidiary of FLYEXCLUSIVE. Each share of SpinCo common stock converted into 3.6253 shares of FLYEXCLUSIVE Class A common stock (the Closing Date Exchange Ratio).

Key Details

• Closing date: July 13, 2026.
• Closing Date Exchange Ratio: 3.6253 shares of FLYEXCLUSIVE stock per SpinCo share.
• Aggregate Merger Consideration (subject to final net‑cash adjustment): estimated 7,096,117 shares of Company common stock; 5,676,893 shares were issued at closing and 1,419,224 shares (20% of the Merger Consideration Shares) were reserved pending final net‑cash determination.
• Amendment No. 5 (filed as Exhibit 10.1) revises the post‑closing net‑cash adjustment: SpinCo’s indirect equity investment in Space Exploration Technologies Corp. (the “Equity Investment”) will be valued for net‑cash purposes as (i) actual net liquidation proceeds if the investment is liquidated after closing (net of transaction costs) or (ii) the value used in the estimated net‑cash statement if there is no liquidation.

Why It Matters
The merger makes SpinCo a wholly owned subsidiary of FLYEXCLUSIVE and issued a significant number of new shares as merger consideration, with up to 1,419,224 additional shares to be issued depending on the final net‑cash calculation. Amendment No. 5’s specific treatment of the SpaceX‑related equity investment affects how the final purchase price is computed and therefore how many of the reserved shares (if any) will be issued to former SpinCo holders. For investors, the material items to monitor are the final net‑cash statement and any liquidation or valuation events related to the SpaceX equity investment, since those will determine final share issuance and the ultimate dilution from the transaction.