Key Highlights

  • FlyExclusive completed its merger with Jet.AI on July 13, 2026, following a fifth amendment to the original agreement.
  • Each share of Jet.AI’s SpinCo common stock converted into 3.6253 shares of flyExclusive Class A common stock.
  • A total of 5,676,893 shares were issued at closing, with 1,419,224 shares reserved for future adjustments.
  • The final agreement modified the net cash adjustment mechanism, including valuation terms for an indirect SpaceX equity investment.

Merger Finalized After Amendment

FlyExclusive (NYSE American: FLYX) closed its acquisition of Jet.AI on July 13, 2026, following a fifth amendment to the original merger agreement. The adjustment refined the post-closing cash adjustment process, ensuring clarity on share distribution and valuation terms. The deal, initially announced in February 2025, marks a key step in flyExclusive’s expansion strategy.

Share Conversion Terms Set

Under the final terms, each share of SpinCo common stock, with a par value of $0.001 per share, converted into 3.6253 shares of flyExclusive’s Class A common stock. The conversion ratio reflects the agreed-upon valuation between the two companies. Shareholders received shares with a par value of $0.0001 per share, aligning with flyExclusive’s existing stock structure.

Shares Issued and Reserved

At the merger’s effective time, flyExclusive issued 5,676,893 shares to Jet.AI’s SpinCo shareholders. An additional 1,419,224 shares, representing 20% of the total merger consideration, were reserved for potential future adjustments. These reserve shares will be distributed based on the final determination of SpinCo’s net cash position at closing.

If the investment is liquidated post-closing, its value will equal net proceeds after costs. If retained, the value will match the estimated net cash statement used at closing. This adjustment ensures transparency in the final purchase price calculation.

Timeline of the Deal

The merger agreement was first signed on February 13, 2025, with subsequent amendments refining the terms. The final version, executed on July 13, 2026, enabled the deal’s completion. The timeline reflects negotiations to align both parties’ financial and operational goals.

Impact on flyExclusive Shareholders

The merger expands flyExclusive’s asset base, including Jet.AI’s technology and aviation operations. The 7,096,117 shares earmarked for SpinCo shareholders dilute existing ownership but aim to enhance long-term growth. Investors will monitor how the reserved shares affect future equity distribution.

Next Steps for the Combined Entity

FlyExclusive will integrate Jet.AI’s operations, focusing on synergies in private aviation and AI-driven services. The finalized merger positions the company to leverage Jet.AI’s technology for operational efficiencies. Market reaction will depend on execution and the realization of projected cost savings.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.