Jet.AI Inc. Announces Merger Closing; Fractional & Jet Card Business Sold

What Happened
Jet.AI Inc. (JTAI) filed an 8-K on July 17, 2026 reporting that it completed the transactions under its Merger Agreement with flyExclusive, Inc. on July 13, 2026. As part of the deal, Jet.AI transferred its fractional and jet card business to SpinCo, distributed SpinCo shares to Jet.AI stockholders of record as of July 6, 2026, and SpinCo merged into Merger Sub to become a wholly owned subsidiary of flyExclusive. The parties also executed Amendment No. 5 on July 13, 2026 to adjust the final purchase-price calculation related to potential post-closing dispositions of certain SpinCo assets.

Key Details

• Initial Purchase Price at closing: $16,175,595 (includes stated premium).
• Merger consideration converted into flyExclusive (FLYX) Class A shares: 5,676,892 Closing Shares issued at closing and 1,419,223 Reserve Shares held pending a post-closing price true-up. Closing Shares represented 80% of the merger consideration; Reserve Shares 20%.
• Based on FLYX closing price $1.595 on July 13, 2026: Closing Shares valued ≈ $9,054,642.74; Reserve Shares (if issued then) valued ≈ $2,263,660.69.
• Final Purchase Price is expected to be determined within 120 days post-closing. If final price ≥ Initial Purchase Price, all Reserve Shares will be issued; if lower, a portion will be forfeited based on a per-share valuation equal to a $2.2795 VWAP (30‑day period ending July 8, 2026). If final price ≥ $16,225,595 (Initial + $50,000), flyExclusive may also issue up to 20% additional Merger Consideration Shares.
• Jet.AI filed press releases announcing the closing (July 13, 2026) and, on July 15, 2026, a non-binding letter of intent for a proposed reverse takeover in which Jet.AI stockholders would expect to receive about $20 million in aggregate value in cash and stock (non-binding).

Why It Matters
This 8-K reports the completed sale and disposition of Jet.AI’s fractional and jet card business to flyExclusive, which materially changes the company’s operating assets and how value will be delivered to Jet.AI stockholders (now in the form of FLYX shares, with some contingent shares held in reserve). The final number of shares stockholders receive depends on a post-closing purchase-price reconciliation (expected within 120 days), so part of the consideration remains contingent. The announced non-binding LOI for a reverse takeover indicates Jet.AI is pursuing a separate strategic transaction that could provide additional cash and stock value to holders, but that transaction is not yet binding or final.