Jet.AI Inc. 8-K

What Happened

• Jet.AI Inc. (JTAI) filed an 8-K on June 24, 2026 announcing that its special meeting to approve an amended Merger Agreement with flyExclusive, Inc. was reconvened and adjourned again for further proxy solicitation. The Merger Agreement contemplates a pro rata Distribution of all SpinCo shares to Jet.AI stockholders and a subsequent merger of SpinCo into Merger Sub, with SpinCo surviving as a wholly owned subsidiary of flyExclusive.
• The company issued a press release (Exhibit 99.1) on June 24, 2026 announcing the adjournment and the change to the Distribution record date.

Key Details

• Shares outstanding and voting: 1,421,721 shares of Jet.AI common stock were outstanding as of the May 8, 2026 record date.
• Meeting attendance and votes:
  • June 11, 2026 (initial meeting): 486,285 shares (~34.2%) represented.
  • June 23, 2026 (reconvened): 688,430 shares (~48.4%) represented; ~99.0% of votes cast were in favor, but not a majority of outstanding shares.
  • Special Meeting adjourned again to 4:00 p.m. ET on July 2, 2026 for additional solicitation.
• Distribution record date changes:
  • Originally set June 15, 2026; changed to June 25, 2026; changed again on June 23 to July 6, 2026.
  • If Transactions close, holders of record as of July 6, 2026 will receive SpinCo shares pro rata, which will convert into flyExclusive Class A common stock per the Merger Agreement.
• Related filings: flyExclusive’s Form S-4 (File No. 333-284960) was declared effective April 30, 2026; definitive proxy/prospectus filed May 4, 2026 and mailed to stockholders.

Why It Matters

• Approval of the Transactions requires the affirmative vote of a majority of all outstanding shares (not just votes cast). Despite strong support among votes cast, Jet.AI has not yet reached the required majority and is extending solicitation to obtain more votes.
• The shifting Distribution record date changes which stockholders will be entitled to receive SpinCo (and ultimately flyExclusive) shares if the Transactions close; investors should note the new July 6, 2026 cutoff.
• Stockholders who already submitted proxies need not act unless they want to change their vote; previously submitted proxies will be voted at the reconvened meeting unless properly revoked. Retail investors should review the definitive proxy/prospectus (filed with the SEC) before voting or making investment decisions.