flyExclusive, Inc. filed a Form 8-K on October 28, 2026, disclosing the final post-closing purchase price and per share ratio for merger consideration related to its July 2026 acquisition of certain Jet.AI assets, and announcing the issuance of approximately 1,544,575 additional shares of Class A Common Stock to former SpinCo holders.

Key Highlights

  • Final ratio determined: The final post-closing purchase price and per share ratio were set on October 28, 2026, triggering the Additional Merger Consideration.
  • Additional shares per SpinCo share: Former SpinCo holders will receive an additional 0.789094 shares of flyExclusive Class A Common Stock for each SpinCo share exchanged, on top of the 2.900218 shares issued at closing.
  • Total additional shares: The company expects to issue an aggregate of 1,544,575 shares of Common Stock as Additional Merger Consideration, comprising 1,419,224 shares held in reserve plus an additional 125,351 shares.
  • Payment date: The Additional Merger Consideration is expected to be paid on October 30, 2026.
  • No fractional shares: Any fractional shares will be aggregated, rounded up to the nearest whole share, sold in a single aggregated sale process, and proceeds distributed pro rata to former holders.
  • Registration: The shares were registered under the Securities Act of 1933 pursuant to the company's Registration Statement on Form S-4 (Registration No. 333-284960) and approved for listing on NYSE American LLC.

flyExclusive Finalizes Jet.AI Acquisition Merger Consideration

According to the filing, flyExclusive, Inc. (NYSE American:FLYX) completed the acquisition of certain assets of Jet.AI Inc. on July 13, 2026, under an Agreement and Plan of Merger involving FlyX Merger Sub, Inc., a wholly owned subsidiary of the company, and Jet.AI SpinCo, Inc., a wholly owned subsidiary of Jet.AI. At the time of closing, Jet.AI distributed SpinCo shares to its stockholders, and those SpinCo holders received flyExclusive Class A Common Stock at an initial ratio of 2.900218 shares per SpinCo share.

The October 28, 2026 filing discloses that the final post-closing purchase price has now been determined. As a result, the company reported that former SpinCo holders will receive an additional 0.789094 shares of flyExclusive Class A Common Stock for each SpinCo share exchanged in the merger. The company expects to issue a total of 1,544,575 shares as Additional Merger Consideration, made up of 1,419,224 shares previously held in reserve and an additional 125,351 shares beyond that reserve amount.

The filing states that the issuance of the Additional Merger Consideration "does not affect other holders of Common Stock, and no action is required by holders of Common Stock in connection with the issuance." Fractional shares will not be issued; instead, fractional entitlements will be aggregated and rounded up to the nearest whole share, sold together in a single aggregated sale process, with proceeds distributed pro rata among the former SpinCo holders. The company noted the shares are registered under Form S-4 (Registration No. 333-284960) and approved for NYSE American LLC listing, with an expected payment date of October 30, 2026.

What Was Disclosed

flyExclusive, Inc. disclosed via an 8-K filed October 28, 2026 that it has finalized the post-closing merger consideration for its Jet.AI asset acquisition, setting an additional per-share ratio of 0.789094 and announcing the issuance of 1,544,575 additional Class A Common Stock shares, payable October 30, 2026.