UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As previously disclosed, on May 6, 2025, Jet.AI Inc. (the “Company”) entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”), pursuant to which (i) as a condition to closing, the Company will distribute all of the shares of SpinCo, on a pro rata basis, to the Company’s stockholders (the “Distribution”) and (ii) Merger Sub will merge with and into SpinCo (the “Merger” and, together with the Distribution and all other transactions contemplated by the Merger Agreement, the “Transactions”) with SpinCo surviving the Merger as a wholly owned subsidiary of flyExclusive.
The Company was required to hold a special meeting of stockholders (“the Special Meeting”) to vote on a proposal to approve and adopt the Merger Agreement and the Transactions (the “Merger Proposal”), which are each described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 4, 2026 (the “Proxy Statement”). The Proxy Statement was first mailed to the Company’s stockholders on May 13, 2026. As of the close of business on the record date for the Special Meeting, May 8, 2026, there were 1,421,721 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. Each share of the Company’s common stock was entitled to one vote on each matter submitted to the Company’s stockholders.
On June 11, 2026, the Company convened the Special Meeting and 34.2% of the shares outstanding and entitled to vote were represented in person or by valid proxies, which constituted a quorum to conduct business. However, because approval of the Merger Proposal required the affirmative vote of a majority of the outstanding shares of the Company’s common stock as of the record date for the Special Meeting, the Company adjourned the Special Meeting until June 23, 2026 to permit further solicitation of proxies because there were insufficient votes cast for the approval of the Merger Proposal. The Company reconvened the Special Meeting on June 23, 2026 and 48.4% of the shares outstanding and entitled to vote were represented in person or by valid proxies. As a result, the Company further adjourned the Special Meeting until 4:00 p.m. Eastern Time on July 2, 2026.
On July 2, 2026, the Company again reconvened the Special Meeting. A total of 778,325 shares of the Company’s common stock, representing approximately 54.7% of the shares outstanding and entitled to vote, were represented in person or by valid proxy at the reconvened Special Meeting.
At the reconvened Special Meeting on July 2, 2026, the Company’s stockholders approved the Merger Proposal by the affirmative vote of a majority of the outstanding shares of common stock entitled to vote. The final voting results for the Merger Proposal were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 768,718 | 5,155 | 4,452 |
The adjournment proposal described in the Proxy Statement was not presented at the reconvened Special Meeting on July 2, 2026 because there were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Proposal. No other matters were submitted or voted on by the Company’s stockholders at the reconvened Special Meeting on July 2, 2026. The Company expects the Transactions to be consummated following the satisfaction or waiver of the remaining closing conditions, as further described in the Merger Agreement and the Proxy Statement.
| Item 8.01 | Other Events. |
Distribution
The record date for the Distribution of shares of SpinCo common stock is July 6, 2026. As such, if the remaining closing conditions are satisfied or waived and the parties close the Transactions, stockholders of record of the Company’s common stock as of July 6, 2026 will be entitled to receive, on a pro rata basis, all outstanding shares of SpinCo prior to the completion of the Merger, at a ratio of one share of SpinCo common stock for each share of the Company’s common stock. The Company anticipates that delivery of the SpinCo shares will occur prior to the Merger. Upon completion of the Merger, the SpinCo shares distributed to the Company’s stockholders will convert into the right to receive shares of flyExclusive Class A common stock, subject to the terms of the Merger Agreement.
Press Release
On July 6, 2026, the Company issued a press release announcing the approval of the Merger Proposal on July 2, 2026. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our beliefs and our assumptions. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ongoing,” “opportunity,” “plan,” “potential,” “predict,” “project,” “should,” “strategy,” “will,” “would,” or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results, including the failure to satisfy closing conditions and broader market conditions. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.
Additional Information and Where to Find It
In connection with the Transactions contemplated by the Merger Agreement, flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed Transactions. The Registration Statement was declared effective on April 30, 2026. The Company and flyExclusive each may file with the SEC other relevant documents concerning the proposed Transactions. This communication is not a substitute for the Registration Statement, the Proxy Statement, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed Transactions. Copies of the Registration Statement, the Proxy Statement, and other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov. You can also obtain these documents, free of charge, from the Company by accessing the Company’s website at investors.jet.ai, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, which contains the material terms and conditions of the Transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JET.AI INC. | ||
| By: | /s/ George Murnane | |
| George Murnane | ||
| Interim Chief Financial Officer | ||
July 6, 2026