Key Highlights

  • As of May 8, 2026, Jet.AI had 1,421,721 common shares outstanding and eligible to vote.
  • The June 11 meeting saw 34.2% of shares represented, falling short of the majority needed for approval.
  • Representation rose to 48.4% at the June 23 session, still insufficient to ratify the merger.
  • On July 2, 2026, 778,325 shares, or approximately 54.7% of the outstanding stock, voted in favor, clearing the merger proposal.

Jet.AI Inc. (NASDAQ: JTAI) reported that shareholders have given their consent to the planned combination with flyExclusive after a sequence of special meetings. The decisive ballot on July 2, 2026, satisfied the statutory majority requirement.

Vote Timeline

The schedule began with a record date of May 8, 2026, when 1,421,721 shares were eligible to vote. The first convened session on June 11, 2026, attracted participation representing 34.2% of those shares, establishing a quorum but not the required majority for merger approval. A second attempt on June 23, 2026, improved representation to 48.4%, yet still fell short of the threshold.

Final Approval

The third gathering on July 2, 2026, achieved the necessary participation. A total of 778,325 shares, equating to roughly 54.7% of the outstanding common stock, were cast either in person or by proxy. This majority vote satisfied the affirmative vote condition, allowing the merger proposal to pass.

Merger Structure

Under the amended and restated merger agreement dated May 6, 2025, Jet.AI will distribute all SpinCo common shares to its shareholders on a one‑to‑one basis. After the distribution, SpinCo will combine with a subsidiary of flyExclusive, resulting in SpinCo becoming a wholly owned entity of flyExclusive. The transaction will be completed once all remaining closing conditions are either satisfied or waived.

Distribution Mechanics

The record date for the SpinCo share distribution is set for July 6, 2026. Shareholders recorded on that date will receive one SpinCo share for each Jet.AI share they own, prior to the merger closing. When the combination is finalized, the SpinCo shares will be exchanged for flyExclusive Class A common stock in accordance with the terms of the agreement.

Regulatory Filings

FlyExclusive submitted a registration statement on Form S‑4 (File No. 333‑284960) to register the shares that will be issued in connection with the transaction. The filing, accompanied by this Current Report on Form 8‑K, provides detailed information about the merger.

FAQs

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