flyExclusive Sets Merger Settlement of 1,544,575 Additional Shares for SpinCo Shareholders

Key Facts

In a filing with the U.S. Securities and Exchange Commission on October 28, flyExclusive set the final purchase price after completing its acquisition of certain assets from Jet.AI on July 13. The company said the settlement will grant former SpinCo shareholders additional Class A shares as the final merger consideration. The total number of shares expected to be issued is 1,544,575, including shares held in a settlement reserve and an additional amount. The issuance is expected on October 30. The step closes out the consideration account after the final purchase price was determined and clarifies the number of shares to be delivered to eligible holders.

SpinCo shareholders will receive 0.789094 additional flyExclusive Class A shares for each SpinCo share exchanged. At the merger’s effective time, they received 2.900218 flyExclusive shares for each SpinCo share. The new shares therefore come on top of the consideration distributed when the deal closed and are calculated based on holdings of SpinCo shares that were exchanged. flyExclusive said the expected total additional consideration comprises 1,419,224 shares held in reserve and 125,351 additional shares. This calculation combines the reserved shares and the new increase in a single issuance of 1,544,575 shares.

The settlement followed the distribution of SpinCo shares to Jet.AI shareholders of record on July 6, with each entitled to one SpinCo share for every Jet.AI share they held. The distribution and merger were completed on July 13, while shareholders retained their existing Jet.AI shares. After the distribution, SpinCo shares converted into a right to merger consideration from flyExclusive. This mechanism ties the additional shares to SpinCo shareholders who entered the transaction through the distribution, rather than to flyExclusive shareholders generally. The final settlement is thus linked to the distribution and merger arrangement that established former shareholders’ right to consideration.

The assets transferred to flyExclusive included Jet Card members, two HondaJet aircraft and a Citation CJ4 aircraft. The deal also included three future delivery slots for Citation CJ3 aircraft in 2027, valued at approximately $4.1 million. Securities valued at approximately $6.1 million also transferred, along with $5.3 million in cash. These assets show that the transaction covered private aviation operations and assets alongside cash and securities. The share settlement follows the completion of this transfer and the determination of the final purchase price.

flyExclusive said the shares designated for the additional consideration were registered under a Form S-4 registration statement and approved for listing on NYSE American. It also said the issuance of the additional consideration does not affect its other shareholders and requires no action from them. The company will not issue fractional shares; it will aggregate fractions and round them to the nearest whole share, then sell them in a single transaction and distribute the proceeds pro rata to former shareholders. These procedures set out how individual entitlements that do not result in a whole number of shares will be handled. The expected issuance date for the additional consideration is October 30, 2026.

In trading, Jet.AI, listed under the ticker JTAI, closed at $0.9247 on October 27, according to EL7 data. In its second-quarter results, flyExclusive reported record revenue of $111.1 million, up 22% year over year despite operating 6% fewer aircraft than in the comparable period. Adjusted EBITDA was $4.2 million, compared with a loss of $5.2 million a year earlier. Chief Executive Jim Segrave said the operating model had been rebuilt, the company had become profitable, and the focus had shifted to proving it could generate greater profits as it expands. The company had forecast adjusted EBITDA of between $5 million and $7 million in the third quarter, which would have marked a fourth consecutive positive quarter if achieved.