Jet.AI Inc. 8-K

What Happened
Jet.AI Inc. announced it adjourned its special meeting of stockholders (original record date May 8, 2026) to 4:00 p.m. ET on June 23, 2026, to vote on the proposed Merger Agreement with flyExclusive and the related Spinoff Agreement. As of the record date there were 1,421,721 shares outstanding; 486,285 shares (≈34.2%) were represented at the meeting and roughly 99% of those votes cast were in favor, but approval requires a majority of all outstanding shares. The company also changed the record date for the planned distribution of SpinCo shares from June 15, 2026 to June 25, 2026.

Key Details

• Outstanding shares entitled to vote: 1,421,721 (record date May 8, 2026).
• Shares represented at the meeting: 486,285 (≈34.2%); ≈99% of those votes cast were in favor.
• Special meeting reconvened: June 23, 2026 at 4:00 p.m. ET (virtual meeting link unchanged). Proxies already submitted will be voted unless revoked.
• Distribution record date for SpinCo changed to June 25, 2026 (previously June 15); holders of record on June 25 will receive SpinCo shares pro rata immediately prior to the merger, and those SpinCo shares will convert into the right to receive flyExclusive Class A common stock upon completion of the merger.
• flyExclusive filed a Form S-4 (File No. 333-284960) registering the shares to be issued; proxy statement/prospectus materials are available when filed.

Why It Matters
This filing affects timing and voting on a major corporate transaction: the spinoff of SpinCo and its merger into flyExclusive. Because only about one-third of shares were present and approval requires a majority of all outstanding shares, Jet.AI adjourned the vote to seek additional shareholder participation. The change in the distribution record date (to June 25) sets who will receive the SpinCo shares if the transactions close; those distributed shares will convert into flyExclusive Class A stock under the merger terms. Investors should review the proxy/prospectus materials and, if eligible, consider their vote or whether to change any previously submitted proxy. The transaction and distribution remain subject to shareholder approval and customary closing conditions.