JTAI 8-K
Jet.AI Inc. (JTAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
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 then wholly owned subsidiary of the Company (“SpinCo”).
On July 13, 2026, the parties entered into an Amendment No. 5 to Amended and Restated Agreement and Plan of Merger and Reorganization (the “Amendment”). The Amendment provides for certain adjustments to the final calculation of the Purchase Price (as defined in the Merger Agreement) in connection with the potential post-closing disposition by flyExclusive of certain SpinCo assets. The final Purchase Price will be used to determine whether any Reserve Shares or Additional Merger Consideration Shares (each as defined below) will be issued by flyExclusive post-closing. All other terms of the Merger Agreement remain unchanged.
The foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the agreement itself which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On July 13, 2026, the Company completed the transactions contemplated by (i) the Merger Agreement and (ii) the Separation and Distribution Agreement, dated February 13, 2025, between the Company, SpinCo, and flyExclusive (the “Separation and Distribution Agreement” and together with the Merger Agreement, the “Transaction Documents”). The completion of the transactions, including the merger of Merger Sub with and into SpinCo, with SpinCo surviving the merger as a wholly owned subsidiary of flyExclusive (the “Merger”), resulted in the disposition by the Company, and the acquisition by flyExclusive, of the Company’s fractional and jet card business.
Merger Consideration
Prior to the Merger and pursuant to the Transaction Documents, the Company transferred the business, operations, services, and activities of the Company’s fractional and jet card business to SpinCo (the “Separation”) and then distributed all of the outstanding shares of SpinCo common stock to the Company’s stockholders of record as of July 6, 2026, on pro rata basis (the “Distribution”). At the effective time of the Merger (the “Effective Time”), the issued and outstanding shares of SpinCo common stock were automatically converted into the right to receive shares of flyExclusive’s Class A common stock (“FLYX Stock”) consisting of: (i) 5,676,892 shares of FLYX Stock, based on an exchange ratio of approximately 2.9002 shares of FLYX Stock for each share of SpinCo common stock (the “Closing Shares”), together with cash in lieu of any fractional Closing Shares, and (ii) 1,419,223 shares of FLYX Stock, based on an exchange ratio of approximately 0.7251 shares of FLYX Stock for each share of SpinCo common stock (the “Reserve Shares” and, together with the Closing Shares, the “Merger Consideration Shares”), together with cash in lieu of any fractional Reserve Shares. The Closing Shares represent 80% of the Merger Consideration Shares and the Reserve Shares represent 20% of the Merger Consideration Shares, with the aggregate amount of Merger Consideration Shares determined based on the initial calculation of the purchase price at closing of $16,175,595 (the “Initial Purchase Price”), which includes an Applicable Premium Percentage (as defined in the Merger Agreement) of 115%.
In connection with the closing of the Merger, at the Effective Time, flyExclusive issued an aggregate of 5,676,892 Closing Shares to the Company’s stockholders. Based on the closing price of the FLYX Stock of $1.595 on July 13, 2026, the total value of the Closing Shares was approximately $9,054,642.74. If the Reserve Shares had been issued on July 13, 2026, the total value of the Reserve Shares would have been approximately $2,263,660.69 based on the closing price of the FLYX Stock of $1.595 on that day.
The Reserve Shares are being held in reserve by flyExclusive until the final Purchase Price (as defined in the Meger Agreement) is determined post-closing, which is expected to occur within 120 days following the closing. The number of Reserve Shares to be issued post-closing, if any, will be based on the final Purchase Price. Once the final post-closing Purchase Price is determined, if such final Purchase Price is greater than or equal to the Initial Purchase Price, flyExclusive will issue all of the Reserve Shares. If the final Purchase Price is less than the Initial Purchase Price, an amount of the Reserve Shares—valued according to the Merger Agreement based on per share price equal to $2.2795 (representing the volume weighted average closing sale price of the FLYX Stock for the 30 consecutive trading day period ended on July 8, 2026)—equal to the difference between the final Purchase Price and the Initial Purchase Price will not be issued and such portion of the Reserve Shares will be deemed to have been forfeited, with the remaining portion of the Reserve Shares, if any, issued the Company’s stockholders of record as of July 6, 2026, on pro rata basis.
Additional Merger Consideration
In addition to the Merger Consideration Shares, if the final Purchase Price is equal to or greater than $16,225,595 (which is the Initial Purchase Price plus $50,000), then flyExclusive will issue an additional number of shares of FLYX Stock in an amount up to 20% of the Merger Consideration Shares (the “Additional Merger Consideration Shares”), based on the amount by which the final Purchase Price exceeds the Initial Purchase Price, as further described in the Merger Agreement.
The description of the transactions in this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of each of the following documents, which are each incorporated herein by reference:
| ● | the Merger Agreement, which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on May 6, 2025, as amended by (i) Amendment No. 1, which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 30, 2025, (ii) Amendment No. 2, which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 16, 2025, (iii) Amendment No. 3, which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 15, 2026, (iv) Amendment No. 4, which was filed with the SEC as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on February 12, 2026, and (v) Amendment No. 5, which is being filed with the SEC as Exhibit 2.1 to this Current Report on Form 8-K; and |
| ● | the Separation and Distribution Agreement, which was filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 20, 2025. |
| Item 8.01 | Other Events. |
On July 13, 2026, the Company issued a press release announcing the closing of the transactions, including the Distribution and the Merger. 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.
On July 15, 2026, the Company issued a press release announcing that it entered into a non-binding letter of intent for a proposed reverse takeover transaction with a privately held operating company in which the Company expects that its stockholders would receive an aggregate of approximately $20 million of value in cash and stock. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.2 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 risks relating to the calculation of the final Purchase Price, our ability to negotiate and enter into definitive transaction documents for the proposed reverse takeover transaction, our ability to obtain any necessary approvals on a timely basis or at all, 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.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
The following unaudited pro forma consolidated financial statements of the Company reflecting the transactions described above, including the Separation and the Distribution, are filed as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated herein by reference:
| ● | Unaudited Pro Forma Consolidated Balance Sheets as of March 31, 2026; | |
| ● | Unaudited Pro Forma Consolidated Statements of Operations for the three months ended March 31, 2026; | |
| ● | Unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2025; and | |
| ● | Notes to the Unaudited Pro Forma Consolidated Financial Statements. |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Amendment No. 5 to Amended and Restated Agreement and Plan of Merger and Reorganization, dated July 13, 2026, between Jet.AI Inc., flyExclusive, Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. | |
| 10.1 | Form of Jet.AI Inc. 2023 Amended and Restated Omnibus Incentive Plan Restricted Stock Award. | |
| 99.1 | Press Release, dated July 13, 2026. | |
| 99.2 | Press Release, dated July 15, 2026. | |
| 99.3 | Jet.AI Inc. Unaudited Pro Forma Consolidated Financial Statements. | |
| 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 17, 2026
Exhibit 2.1
AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
This AMENDMENT NO. 5 TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of July 13, 2026 (this “Amendment No. 5”), is entered into by and among flyExclusive, Inc., a Delaware corporation (“Parent”), FlyX Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Jet.AI Inc., a Delaware corporation (the “Company”), and Jet.AI SpinCo, Inc., a Delaware corporation and, as of the date of this Amendment No. 5, wholly owned Subsidiary of the Company (“SpinCo”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”.
RECITALS
A. Parent, Merger Sub, the Company and SpinCo entered into an Amended and Restated Agreement and Plan of Merger and Reorganization, dated as of May 6, 2025, as amended by that Amendment No. 1, dated July 30, 2025, that Amendment No. 2, dated October 10, 2025, that Amendment No. 3, dated January 13, 2026, and that Amendment No. 4, dated February 11, 2026 (the “Merger Agreement”).
B. The Parties now desire to amend the Merger Agreement on the terms and conditions set forth in this Amendment No. 5 in accordance with Section 11.5(b) of the Merger Agreement.
AMENDMENTS:
Therefore, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, receipt of which is acknowledged, the parties to this Amendment No. 5 hereby agree as follows:
| 1. | Defined Terms: |
Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Merger Agreement.
| 2. | Amendments to the Merger Agreement |
(a) Section 3.3(b) is hereby amended by adding the following subsections at the end thereof:
“(i) Deficit Net Liquidation Proceeds. Notwithstanding anything to the contrary contained herein, for purposes of preparing the Closing Net Cash Statement and calculating the Proposed Amounts, (x) to the extent there are Deficit Net Liquidation Proceeds from the full sale of the entirety of the Equity Investment, then the value of the Equity Investment included in Net Cash shall be equal to the Deficit Net Liquidation Proceeds; and (y) to the extent there are Deficit Net Liquidation Proceeds from the partial sale of the Equity Investment, then the value of the Equity Investment included in Net Cash shall be equal to the sum of the Initial Equity Investment Value not subject to a Liquidation and the Deficit Net Liquidation Proceeds (for example, if half of the Equity Investment is sold, then the calculation would be equal to 50% of the Initial Equity Investment Value plus the Deficit Net Liquidation Proceeds received from the Liquidation of the other half of the Equity Investment). For the avoidance of doubt and after giving effect to this Section 3.3(b)(i), in no event shall the Purchase Price be less than the amount of the Merger Consideration Shares less the Reserve Shares as reflected on the Estimated Net Cash Statement.
(ii) Surplus Net Liquidation Proceeds. Notwithstanding anything to the contrary contained herein, for purposes of preparing the Closing Net Cash Statement and calculating the Proposed Amounts, (x) to the extent there are Surplus Net Liquidation Proceeds from the full sale of the entirety of the Equity Investment, then the value of the Equity Investment included in Net Cash shall be equal to the Surplus Net Liquidation Proceeds; and (y) to the extent there are Surplus Net Liquidation Proceeds from the partial sale of the Equity Investment, then the value of the Equity Investment included in Net Cash shall be equal to the sum of the Initial Equity Investment Value not subject to a Liquidation and the Surplus Net Liquidation Proceeds received from a Liquidation (for example, if half of the Equity Investment is sold, then the calculation would be equal to 50% of the Initial Equity Investment Value plus the Surplus Net Liquidation Proceeds received from the Liquidation of the other half of the Equity Investment). For the avoidance of doubt and after giving effect to this Section 3.3(b)(ii), in no event shall the Purchase Price be greater than an amount equal to the sum of (i) the Initial Purchase Price and (ii) the maximum Additional Merger Consideration Shares issuable pursuant to Section 3.3(e).
(iii) No Liquidation. Notwithstanding anything to the contrary contained herein, for purposes of preparing the Closing Net Cash Statement and calculating the Proposed Amounts, to the extent there is no Liquidation of the Equity Investment, then the value of the Equity Investment included in Net Cash shall be equal to the Initial Equity Investment Value.
(b) The following definitions are added to Annex A of the Merger Agreement:
“Equity Investment” means SpinCo’s indirect equity investment in Space Exploration Technologies Corporation held through VERSO Capital 2 SCSP pursuant to that certain Equity Certificates Subscription Agreement, dated April 7, 2026, by and between the Company VERSO Capital 2 SCSP and VERSO Management Ltd.
“Deficit Net Liquidation Proceeds” means the aggregate gross proceeds actually received by Parent or any of its Subsidiaries (including SpinCo) from the Liquidation of the Equity Investment following the Closing, net of all reasonable and documented out-of-pocket costs, fees and expenses incurred by Parent or any of its Subsidiaries in connection with such sale, transfer, redemption or other disposition (including brokerage fees, transfer taxes and legal fees), provided that such aggregate gross proceeds (after the netting out of the aforementioned costs, fees and expenses) are less than the Initial Equity Investment Value.
“Initial Equity Investment Value” means the value attributed to the Equity Investment in the Estimated Net Cash Statement for purposes of calculating the Estimated Net Cash.
“Liquidation” means a sale, transfer, redemption or other disposition.
| 2 |
“Surplus Net Liquidation Proceeds” means the aggregate gross proceeds actually received by Parent or any of its Subsidiaries (including SpinCo) from the Liquidation of the Equity Investment following the Closing, net of all reasonable and documented out-of-pocket costs, fees and expenses incurred by Parent or any of its Subsidiaries in connection with such sale, transfer, redemption or other disposition (including brokerage fees, transfer taxes and legal fees), provided that such aggregate gross proceeds (after the netting out of the aforementioned costs, fees and expenses) are greater than the Initial Equity Investment Value.
| 3. | No Other Changes. |
The Parties hereby acknowledge and agree that the other terms and provisions of the Merger Agreement shall not be affected and shall continue in full force and effect.
| 4. | Counterparts, Signatures. |
This Amendment No. 5 may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be binding to the same extent as an original signature page
| 5. | Other Provisions. |
Sections 11.1, 11.2, 11.7, and 11.8 of the Merger Agreement are incorporated by reference into and made a part of this Amendment No. 5, mutatis mutandis.
[Signature Page Follows.]
| 3 |
IN WITNESS WHEREOF, Parent, Merger Sub, the Company and SpinCo have caused this Amendment No. 5 to be signed by their respective officers or representatives thereunto duly authorized as of the date first written above.
| PARENT: | ||
| FLYEXCLUSIVE, INC. | ||
| By: | /s/ Thomas James Segrave, Jr. | |
| Name: | Thomas James Segrave, Jr. | |
| Title: | Chief Executive Officer | |
| MERGER SUB: | ||
| FLYX MERGER SUB, INC. | ||
| By: | /s/ Thomas James Segrave, Jr. | |
| Name: | Thomas James Segrave, Jr. | |
| Title: | Chief Executive Officer | |
| COMPANY: | ||
| JET.AI INC. | ||
| By: | /s/ Michael Winston | |
| Name: | Michael Winston | |
| Title: | Executive Chairman | |
| SPINCO: | ||
| JET.AI SPINCO, INC. | ||
| By: | /s/ Michael Winston | |
| Name: | Michael Winston | |
| Title: | Executive Chairman | |
Exhibit 10.1
JET.AI INC
2023 AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN
RESTRICTED STOCK AWARD
Dear _____________________:
You have been granted an award of common stock of Jet.AI Inc. (the “Company”) constituting a Restricted Stock Award (the “Award”) under the 2023 Jet.AI Inc. Amended and Restated Omnibus Incentive Plan (the “Plan”), effective as of the Grant Date, the terms and conditions described herein. The grant of the Restricted Stock is made in consideration of the services to be rendered by you to the Company.
| Grant Date: | July 15, 2026 | |
Number of Shares of Restricted Stock (“Restricted Stock”): |
____________________ | |
| Vesting Schedule: | 100% of the Restricted Stock will vest on the anniversary of the Grant Date, provided you are continuously employed by or in the service of the Company or its Affiliates through the applicable vesting date.
The vesting of the Restricted Stock will accelerate in the following circumstances: |
| ● | If you are continuously employed with, or in the service of, the Company or its Affiliates through the date preceding the date of a Change of Control, then 100% of the Restricted Stock will vest in full on the date of such Change in Control. | ||
| ● | If your employment or service relationship with the Company and its Affiliates is terminated as a result of your death or disability, then 100% of the Restricted Stock will vest in full on the date of such termination. |
For purposes of this Award, a “Change in Control” has the definition provided in Exhibit A of this Agreement.
Except as otherwise provided above, upon your termination of employment with, or cessation of services to, the Company and its Affiliates prior to the date the Restricted Stock are vested, you will forfeit the unvested Restricted Stock, and the Company will not have any further obligations to you pursuant to this Award, unless forfeiture is waived by the Company’s board of directors in its complete and total discretion. |
| Release of Stock: | The Restricted Stock will be held in an account at the Company’s transfer agent pending vesting. As soon as practicable after any Restricted Stock vest, the applicable restrictions on the Restricted Stock will be removed and such Stock will be issued according to your instructions. | |
Transferability of Restricted Stock: |
You may not sell, transfer, assign, pledge, or otherwise alienate or hypothecate any of your Restricted Stock until the shares are vested. In addition, by accepting this Award, you agree not to sell any Stock acquired under this Award other than as set forth in the Plan and at a time when applicable laws, Company policies or an agreement between the Company and its underwriters do not prohibit a sale. The Company also may require you to enter into a shareholder’s agreement that will include additional restrictions on the transfer of Stock acquired under this Award that will remain effective after such Stock have vested. | |
| Voting and Dividends: | While the Restricted Stock are subject to forfeiture, you may exercise the full voting rights of a shareholder so long as the applicable record date occurs before you forfeit the Restricted Stock. Any dividends or other distributions paid with respect to unvested Restricted Stock for which the record date occurs before you forfeit the Restricted Stock will be held in the in escrow and will be subject to the same risk of forfeiture, restrictions on transferability and other terms of this Award that apply to the Restricted Stock with respect to which such dividends or other distributions were made. All such dividends or other distributions shall be paid to you within 45 days following the full vesting of the Restricted Stock with respect to which such dividends or other distributions were made. | |
| Transferability of Award: | You may not transfer or assign this Award for any reason, other than as set forth in the Plan. Any attempted transfer or assignment will be null and void. | |
Market Stand-Off:
|
In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, you agree that you shall not directly or indirectly sell, make any short sale of, loan, hypothecate, pledge, offer, grant or sell any option or other contract for the purchase of, purchase any option or other contract for the sale of, or otherwise dispose of or transfer or agree to engage in any of the foregoing transactions with respect to, any Stock acquired under this Award without the prior written consent of the Company. Such restriction shall be in effect for such period of time following the date of the final prospectus for the offering as may be determined by the Company. In no event, however, shall such period exceed one hundred eighty (180) days. |
| 2 |
| Tax Withholding: | You understand that you (and not the Company or any Affiliate) shall be responsible for your own federal, state, local or foreign tax liability and any of your other tax consequences that may arise as a result of the transactions contemplated by this Award. You shall rely solely on the determinations of your tax advisors or your own determinations, and not on any statements or representations by the Company or any of its agents, with regard to all such tax matters. You understand that you may alter the tax treatment of the Stock subject to this Award by filing an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”). Such election may be filed only within thirty (30) days after the Grant date of this Award. You should consult with your tax advisor to determine the tax consequences of acquiring the Stock and the advantages and disadvantages of filing the Code Section 83(b) election. You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if you request the Company or its representatives to make this filing on your behalf. You acknowledge that it is your sole responsibility, and not the Company’s, to file a timely election under Code Section 83(b), even if you request the Company or its representatives to make this filing on your behalf. If you make an election under Code Section 83(b), you shall provide the Company with a copy of such election and written confirmation of timely filing within ten (10) days of the date of such filing.
To the extent that the receipt or the vesting of the Restricted Stock, or the payment of dividends or other distributions on the Restricted Stock, or any other event, results in income to you for Cayman Islands or U.S. federal, state or local income tax purposes, except as otherwise provided in the following paragraph, if the Company is obligated to withhold taxes in connection with such receipt, vesting, payment or other event, as the case may be, you shall deliver to the Company such amount as the Company requires to meet its withholding obligation under applicable tax laws or regulations. If you fail to do so, the Company has the right and authority to deduct or withhold from other compensation payable to you an amount sufficient to satisfy its withholding obligations. | |
| Miscellaneous: | As a condition of the granting of this Award, you agree, for yourself and your legal representatives or guardians, that this Award shall be interpreted by the Committee and that any interpretation by the Committee of the terms of this Award or the Plan and any determination made by the Committee pursuant to this Award shall be final, binding and conclusive. |
| 3 |
Subject to the terms of the Plan, the Committee may modify or amend this Award without your consent as permitted by the Plan or: (i) to the extent such action is deemed necessary by the Committee to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Company’s ordinary Stock are then traded; (ii) to the extent the action is deemed necessary by the Committee to preserve favorable accounting or tax treatment of this Award for the Company; or (iii) to the extent the Committee determines that such action does not materially and adversely affect the value of this Award or that such action is in the best interest of you or any other person who may then have an interest in this Award.
This Award may be executed in counterparts.
The invalidity or unenforceability of any provision of the Plan or this Award shall not affect the validity or enforceability of any other provision of the Plan or this Award, and each provision of the Plan and this Award shall be severable and enforceable to the extent permitted by law. |
This Restricted Stock Award is granted under and governed by the terms and conditions of the Plan. Additional provisions regarding your Award and definitions of capitalized terms used and not defined in this Award can be found in the Plan.
BY SIGNING BELOW AND ACCEPTING THIS RESTRICTED STOCK AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED HEREIN AND IN THE PLAN. YOU ALSO ACKNOWLEDGE RECEIPT OF THE PLAN.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized representative and Recipient has executed this Agreement, effective as of the Grant Date.
| JET.AI INC. | RECIPIENT | |||
| By: | By: | |||
| Name: | Michael Winston | Name: | ||
| Title: | Executive Chairman | |||
| 4 |
Exhibit A
“Change in Control” shall mean the first to occur of any of the following events after the Effective Date:
(a) Acquisition of Voting Control.
Any Person or Group (within the meaning of Sections 13(d) and 14(d) of the Exchange Act), other than the Company, any Subsidiary of the Company, or any employee benefit plan sponsored or maintained by the Company or any Subsidiary, becomes the Beneficial Owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities representing more than fifty percent (50%) of either:
(i) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”); or
(ii) the combined voting power of the then outstanding voting securities of the Company entitled generally to vote in the election of directors (the “Outstanding Company Voting Securities”).
(b) Change in Board Composition.
Individuals who constitute the Board as of the Effective Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a Director subsequent to the Effective Date whose election or nomination for election was approved by a vote of at least a majority of the Directors then comprising the Incumbent Board shall be considered a member of the Incumbent Board; provided further, that no individual whose initial assumption of office results from an actual or threatened election contest or other actual or threatened solicitation of proxies by or on behalf of any Person other than the Board shall be deemed a member of the Incumbent Board.
(c) Business Combination.
The consummation of any merger, consolidation, statutory share exchange, reorganization, recapitalization, sale or other disposition of all or substantially all of the assets of the Company, acquisition of another entity, spin-off, split-off or similar transaction (each, a “Business Combination”), unless, immediately following such Business Combination:
| (i) | the Persons who beneficially owned the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than fifty percent (50%) of the outstanding equity securities and combined voting power of the entity surviving or resulting from such Business Combination, in substantially the same relative proportions as immediately prior to such Business Combination; | |
| (ii) | no Person (other than the surviving entity, any employee benefit plan of the Company or the surviving entity, or any entity owned by substantially the same shareholders in substantially the same proportions) beneficially owns more than fifty percent (50%) of the outstanding voting power of the surviving entity; and | |
| (iii) | at least a majority of the members of the board of directors (or equivalent governing body) of the surviving entity were members of the Incumbent Board immediately prior to execution of the definitive agreement governing such Business Combination. |
(d) Liquidation.
The approval by the shareholders of the Company of a plan providing for the complete liquidation or dissolution of the Company.
in each case, provided that, as to Awards subject to Section 409A of the Code the payment or settlement of which will occur by reason of the Change in Control, such event also constitutes a “change in control” within the meaning of Section 409A of the Code. In addition, notwithstanding the foregoing, (i) a “Change in Control” shall not be deemed to occur if the Company files for bankruptcy, liquidation or reorganization under the United States Bankruptcy Code or as a result of any restructuring that occurs as a result of any such proceeding and (ii) a Public Offering shall not constitute a Change in Control.
| 5 |
Exhibit 99.1
Jet.AI Closes Transaction with flyExclusive, Advancing Transition to a Pure-Play AI Infrastructure
LAS VEGAS, July 13, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (NASDAQ: JTAI) (“Jet.AI” or the “Company”), an emerging provider of high-performance GPU infrastructure and AI cloud services, announced the successful closing of its merger transaction with flyExclusive, Inc. (“flyExclusive”), following stockholder approval at the Company’s reconvened Special Meeting of Stockholders and satisfaction of all remaining customary closing conditions.
In connection with the distribution, Jet.AI stockholders of record as of the close of business on July 6th, 2026, the record date for the distribution of shares of Jet.AI SpinCo, Inc. (“SpinCo”) common stock, were entitled to receive, on a pro rata basis, all outstanding shares of SpinCo, at a ratio of one share of SpinCo common stock for each share of the Company’s common stock. The distribution was completed on July 13, 2026, immediately prior to the merger. Upon completion of the merger, the SpinCo shares distributed to the Company’s stockholders converted into the right to receive the merger consideration, as described in the merger agreement for the transaction and the Company’s definitive proxy statement filed with the SEC on May 4, 2026, while retaining their existing Jet.AI shares.
The merger consideration consists of an aggregate of 7,096,115 shares of flyExclusive Class A common stock, representing an aggregate exchange ratio of approximately 3.6253 shares of flyExclusive Class A common stock for each share of SpinCo common stock held. 5,676,892 shares of flyExclusive Class A common stock, representing approximately 80% of the merger consideration and an exchange ratio of approximately 2.9002 shares of flyExclusive Class A common stock for each share of SpinCo common stock held, were issued by flyExclusive on July 13, 2026. The remaining 1,957,402 shares of flyExclusive Class A common stock, representing approximately 20% of the merger consideration and an exchange ratio of approximately 0.7251 shares of flyExclusive Class A common stock for each share of SpinCo common stock held, are being held in reserve until the final post-closing purchase price is determined 90 days from now in accordance with the terms of the merger agreement, including any required adjustments to the purchase price. If the final purchase price is equal to or greater than the purchase price calculated at closing, the reserve shares will be issued in full by flyExclusive. If the final purchase price is less than the purchase price calculated at closing, an amount of reserve shares with a value equal to the amount of such downward adjustment will be retained by flyExclusive, and the remaining reserve shares, if any, will be issued.
About Jet.AI Inc.
Jet.AI Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU
infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital
Market under the ticker symbol “JTAI.” To learn more, visit www.jet.ai.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May
6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, 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. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus,
respectively (together, the “Proxy Statement/Prospectus”), with the SEC on May 4, 2026 and they 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/Prospectus, 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.
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, Proxy Statement/Prospectus, as well as 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 proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, which contains the material terms and conditions of the proposed 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.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of
the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect
to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s
perception of market conditions, including the expected timing of the closing and the future business strategy of Jet.AI. Statements
that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. 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. These forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and similar
expressions 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 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 Securities and Exchange Commission. 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 Jet.AI 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.
Investor Relations Contact
Gateway Group, Inc.
949-574-3860
[email protected]
Exhibit 99.2
UPDATE: Jet.AI Shareholders to Receive $10 Per Share in Stock and Cash as Company Signs Letter of Intent for a New $300 Million Reverse Takeover
This transaction is independent of the recently completed flyExclusive deal that separately returned approximately $4.60 per share to shareholders.
LAS VEGAS, July 15, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (NASDAQ: JTAI) (“Jet.AI” or the “Company”), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced that it has entered into a non-binding letter of intent (the “LOI”) to effect a reverse takeover transaction (the “Transaction”) with a privately held operating company (the “Counterparty”), valuing the Counterparty at approximately $300 million. Upon completion, the combined company is expected to be valued at approximately $320 million, with Jet.AI shareholders to receive approximately $20 million of cash and stock consideration — representing approximately $10 per share of additional value, based on Jet.AI’s current shares outstanding. The identity of the Counterparty and the additional commercial terms of the proposed Transaction remain confidential pending completion of due diligence and the negotiation and execution of definitive transaction documents. Both parties expect to announce a final agreement within the next 90 days and target a close before year end.
Two Sources of Value for Shareholders
The proposed Transaction follows Jet.AI’s recently completed flyExclusive transaction, which delivered approximately $4.60 per share of value to Jet.AI shareholders upon closing. Together with the approximately $10 per share of additional value expected from the proposed Transaction, Jet.AI shareholders stand to realize meaningful cumulative value across the two transactions.
The reverse takeover entity. Upon completion of the Transaction, Jet.AI would merge with the Counterparty, which is valued at approximately $300 million, to form a combined company valued at approximately $320 million. The combined company would initially continue to trade under the existing “JTAI” ticker until such time as the Counterparty elects to change the ticker symbol to a new trading symbol, with Jet.AI shareholders receiving approximately $10 per share of additional stock and cash value.
The data center spin-off entity. As a condition of the Transaction, Jet.AI would spin off its data center joint venture and its beneficial ownership interest in AI Infrastructure Acquisition Corp (NYSE: AIIA), into a newly formed, independent public company. Shares of the new company would be distributed to existing Jet.AI shareholders through a distribution registered with the U.S. Securities and Exchange Commission. The NASDAQ ticker symbol “DCTR” has been reserved for the new company in anticipation of the spin-off.
What Shareholders Would Receive
Following completion of the proposed Transaction, Jet.AI shareholders would hold interests in two separate publicly traded companies:
(i) Ownership in the reverse takeover entity, representing approximately $10 per share of additional stock and cash value
(ii) Ownership in a newly formed spin-off company that holds Jet.AI’s current data center joint venture and its beneficial ownership interest in AI Infrastructure Acquisition Corp (NYSE: AIIA).
“Shareholders want to know what the future holds for the Company following the successful flyExclusive transaction,” said Mike Winston, Founder and Chairman of Jet.AI. “Today’s announcement shows our continued push in the data center business while continuing to remain opportunistic when we believe a compelling transaction presents itself. The structure is designed to yet again deliver value to our stockholders on two fronts: continued ownership in our data center business through the new spin-off company, and participation in the future of what we believe to be a high growth Counterparty. We look forward to working toward definitive agreements in the period ahead.”
Transaction Status
The LOI is non-binding and does not obligate either party to consummate the proposed Transaction. Completion of the proposed Transaction remains subject to, among other things, satisfactory completion of due diligence, the negotiation and execution of definitive agreements, and the receipt of all required board, stockholder and regulatory approvals, including compliance with applicable Nasdaq listing requirements. There can be no assurance that definitive agreements will be executed or that the proposed Transaction, or the contemplated spin-off, will be completed in the terms described, or at all. The Company does not intend to provide further updates regarding the proposed Transaction unless and until it determines that additional disclosure is required or appropriate.
About Jet.AI Inc.
Jet.AI Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol “JTAI.” To learn more, visit www.jet.ai.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s perception of market conditions, including the expected timing of the potential transactions and the future business strategy of Jet.AI. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions 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 negotiate and enter into definitive transaction documents 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 Securities and Exchange Commission. 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 Jet.AI 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.
Investor
Relations Contact
Gateway Group, Inc.
949-574-3860
[email protected]
Exhibit 99.3
JET.AI, INC.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma consolidated financial information gives effect to the Separation and related adjustments in accordance with Article 11 of the SEC’s Regulation S-X, as amended. The Separation and related transactions are described in the section of this prospectus entitled “The Separation and Distribution Transactions — The Separation.”
The unaudited pro forma consolidated financial information has been derived from our historical unaudited condensed consolidated statement of operations for the three months ended March 31, 2026 and our historical unaudited condensed consolidated statement of operations for the year ended December 31, 2025. The pro forma adjustments to the unaudited pro forma consolidated statements of operations for the three months ended March 31, 2026 and for the year ended December 31, 2025 assume that the Separation and related transactions occurred as of January 1, 2025. The unaudited pro forma consolidated balance sheet gives effect to the Separation and related transactions as if they had occurred on March 31, 2026, our latest balance sheet date.
The unaudited pro forma consolidated financial information has been prepared to include transaction accounting adjustments to reflect the financial condition and results of operations as if we were a separate standalone entity.
Transaction accounting adjustments include the following:
| ● | the one-time expenses associated with the Separation and related transactions which are expected to be incurred subsequent to March 31, 2026, as well as the removal of one-time expenses associated with the Separation and related transactions which were incurred during the three months ended March 31, 2026 and during the year ended December 31, 2025, and are not expected to have a continuing impact on the Company’s results of operations following the completion of the Separation. |
The unaudited pro forma condensed consolidated financial statements are subject to the assumptions and adjustments described in the accompanying notes. Management believes these assumptions and adjustments are reasonable under the circumstances and given the information presently available. The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and do not purport to represent what the actual consolidated results of operations or the consolidated financial position of Jet.AI would have been if the Separation had occurred on the dates indicated, nor is it necessarily indicative of the Company’s future consolidated results of operations or consolidated financial position. Jet.AI actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the unaudited consolidated financial statements, accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026.
JET.AI, INC.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF March 31, 2026
| (A) | (B) | Transaction | ||||||||||||||||
| Historical | Separation of | Accounting | Pro Forma | |||||||||||||||
| Jet.AI | SpinCo | Adjustments | Notes | Jet.AI | ||||||||||||||
| Assets | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 13,497,732 | $ | (10,597,527 | ) | $ | - | C | $ | 2,900,205 | ||||||||
| Accounts receivable | 318,505 | (318,505 | ) | - | - | |||||||||||||
| Other assets | 215,504 | (150,000 | ) | - | 65,504 | |||||||||||||
| Total current assets | 14,031,741 | (11,066,032 | ) | - | 2,965,709 | |||||||||||||
| Property and equipment, net | 1,868 | - | - | 1,868 | ||||||||||||||
| Intangible assets, net | 86,745 | - | - | 86,745 | ||||||||||||||
| Right-of-use lease asset | 371,317 | (371,317 | ) | - | - | |||||||||||||
| Investment in joint venture | 2,765,000 | - | - | 2,765,000 | ||||||||||||||
| Deposit on aircraft | 4,050,000 | (4,050,000 | ) | - | - | |||||||||||||
| Deposits and other assets | 868,561 | (689,750 | ) | - | 178,811 | |||||||||||||
| Other investments | 17,231,000 | - | - | 17,231,000 | ||||||||||||||
| Total assets | $ | 39,406,232 | $ | (16,177,099 | ) | $ | - | $ | 23,229,133 | |||||||||
| Liabilities and Stockholders’ Deficit | ||||||||||||||||||
| Current liabilities: | ||||||||||||||||||
| Accounts payable | $ | 1,352,473 | $ | - | $ | - | $ | 1,352,473 | ||||||||||
| Accrued liabilities | 1,251,345 | (950,151 | ) | 3,750,000 | D | 4,051,194 | ||||||||||||
| Deferred revenue | 465,365 | (214,074 | ) | - | 251,291 | |||||||||||||
| Operating lease liability | 361,917 | (361,917 | ) | - | - | |||||||||||||
| Total current liabilities | 3,431,100 | (1,526,142 | ) | 3,750,000 | 5,654,958 | |||||||||||||
| Commitments and contingencies | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Stockholders’ Equity | ||||||||||||||||||
| Preferred Stock | - | - | - | - | ||||||||||||||
| Common stock | 63 | - | - | 63 | ||||||||||||||
| Subscription receivable | (6,724 | ) | - | - | (6,724 | ) | ||||||||||||
| Additional paid-in capital | - | (28,485,487 | ) | (624,750 | ) | F | (29,110,237 | ) | ||||||||||
| Accumulated deficit | - | 13,834,530 | (3,125,250 | ) | E | 10,709,280 | ||||||||||||
| Total stockholders’ equity | (6,661 | ) | (14,650,957 | ) | (3,750,000 | ) | (18,407,618 | ) | ||||||||||
| Total liabilities and stockholders’ equity | $ | (6,661 | ) | $ | (14,650,957 | ) | $ | - | $ | (18,407,618 | ) | |||||||
JET.AI, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2026
| (A) | (B) | Transaction | ||||||||||||||||
| Historical | Separation of | Accounting | Pro Forma | |||||||||||||||
| Jet.AI | SpinCo | Adjustments | Notes | Jet.AI | ||||||||||||||
| Revenues | $ | 1,711,236 | $ | (1,349,556 | ) | $ | - | $ | 361,680 | |||||||||
| Cost of revenues | 1,915,459 | (1,549,606 | ) | - | 365,853 | |||||||||||||
| Gross loss | (204,223 | ) | 200,050 | - | (4,173 | ) | ||||||||||||
| Operating Expenses: | ||||||||||||||||||
| General and administrative | 2,225,862 | (847,762 | ) | - | 1,378,100 | |||||||||||||
| Sales and marketing | 306,387 | (241,630 | ) | - | 64,757 | |||||||||||||
| Research and development | 99,080 | - | - | 99,080 | ||||||||||||||
| Total operating expenses | 2,631,329 | (1,089,392 | ) | - | 1,541,937 | |||||||||||||
| Operating loss | (2,835,552 | ) | 1,289,442 | - | (1,546,110 | ) | ||||||||||||
| Other income: | ||||||||||||||||||
| Other income | (60,450 | ) | - | - | (60,450 | ) | ||||||||||||
| Unrealized gain on other investments | (94,000 | ) | - | - | (94,000 | ) | ||||||||||||
| Total other income | (154,450 | ) | - | - | (154,450 | ) | ||||||||||||
| Income before provision for income taxes | (2,681,102 | ) | 1,289,442 | - | (1,391,660 | ) | ||||||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||||
| Net loss | $ | (2,681,102 | ) | $ | 1,289,442 | $ | - | $ | (1,391,660 | ) | ||||||||
| Weighted average shares outstanding - basic and diluted | 401,302 | G | 401,302 | |||||||||||||||
| Net loss per share - basic and diluted | $ | (6.68 | ) | $ | (3.47 | ) | ||||||||||||
JET.AI, INC.
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
| (A) | (B) | Transaction | ||||||||||||||||
| Historical | Separation of | Accounting | Pro Forma | |||||||||||||||
| Jet.AI | SpinCo | Adjustments | Notes | Jet.AI | ||||||||||||||
| Revenues | $ | 9,177,767 | $ | (6,197,928 | ) | $ | - | $ | 2,979,839 | |||||||||
| Cost of revenues | 9,477,806 | (7,696,071 | ) | - | 1,781,735 | |||||||||||||
| Gross profit (loss) | (300,039 | ) | 1,498,143 | - | 1,198,104 | |||||||||||||
| Operating Expenses: | ||||||||||||||||||
| General and administrative | 8,746,440 | (2,826,014 | ) | (624,750 | ) | E | 5,295,676 | |||||||||||
| Sales and marketing | 779,004 | (526,077 | ) | - | 252,927 | |||||||||||||
| Research and development | 244,237 | - | - | 244,237 | ||||||||||||||
| Total operating expenses | 9,769,681 | (3,352,091 | ) | (624,750 | ) | 5,792,840 | ||||||||||||
| Operating loss | (10,069,720 | ) | 4,850,234 | 624,750 | (4,594,736 | ) | ||||||||||||
| Other income: | ||||||||||||||||||
| Other income | (182,194 | ) | - | - | (182,194 | ) | ||||||||||||
| Unrealized gain on other investments | (14,477,000 | ) | - | - | (14,477,000 | ) | ||||||||||||
| Total other income | (14,659,194 | ) | - | - | (14,659,194 | ) | ||||||||||||
| Income before provision for income taxes | 4,589,474 | 4,850,234 | 624,750 | 10,064,458 | ||||||||||||||
| Provision for income taxes | - | - | - | - | ||||||||||||||
| Net income | $ | 4,589,474 | $ | 4,850,234 | $ | 624,750 | $ | 10,064,458 | ||||||||||
| Net income per share - basic and diluted | ||||||||||||||||||
| Basic net income per share | $ | 303.32 | $ | 684.19 | ||||||||||||||
| Diluted net income per share | $ | 66.68 | $ | 147.12 | ||||||||||||||
| Weighted-average shares used in computing net income per share, basic | 15,131 | G | 14,710 | |||||||||||||||
| Weighted-average shares used in computing net income per share, diluted | 68,831 | G | 68,410 | |||||||||||||||
NOTES TO THE UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
Notes provide important information about the presentation of the unaudited pro forma condensed consolidated financial statements, including a description of the adjustments reflected therein:
| A. | The “Historical Jet.AI” column in the unaudited pro forma consolidated financial statements reflects the historical consolidated financial statements of Jet.AI for the periods presented, prepared in accordance with accounting principles generally accepted in the United States of America (GAAP), and does not reflect any adjustments related to the Separation. | |
| B. | The adjustments included within the “Separation of SpinCo” column of the unaudited pro forma condensed consolidated financial statements remove the assets, liabilities, and equity and the results of operations attributable to SpinCo, which were included in the Company’s historical consolidated financial statements. |
Unaudited Pro Forma Condensed Consolidated Balance Sheet
| C. | Reflects the net cash SpinCo receives from Jet.AI following the completion of the Separation. Included within this amount is $5,250,000 for Jet.AI’s investment in Space Exploration Technologies Corp. equity certificates subsequent to March 31, 2026, which were assigned to SpinCo pursuant to the Separation and related transactions. | |
| D. | Reflects additional nonrecurring costs Jet.AI expects to incur subsequent to March 31, 2026 to complete the Separation and related transactions. These costs primarily relate to $750,000 in legal and advisory fees directly related to the Separation and $3 million in special cash bonuses to be paid to executive officers at the effective date of a change of control transaction in accordance with their employment agreements. | |
| E. | Reflects the net impact on stockholders’ deficit of the Separation adjustments described in notes C, D and F. |
Unaudited Pro Forma Condensed Consolidated Statements of Operations
| F. | To reflect the removal of $624,750 of nonrecurring costs related to the Separation which are included in the Company’s historical results of operations for the fiscal year ended December 31, 2025. These costs relate to stock-based compensation from the issuance of 750 shares during the fiscal year ended December 31, 2025, for legal and advisory fees directly related to the Separation and are not expected to have a continuing impact on the Company’s results of operations following the completion of the Separation. |
Pro Forma (Loss) Earnings Per Share
| G. | The table below presents the computation of proforma basic and dilutive net (loss) income per share: |
Unaudited pro forma net loss per share for all periods excludes potentially dilutive shares of common stock that would have been antidilutive.
Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| Shares and per share individual units | ||||||||
| Pro forma basic weighted-average shares outstanding: | ||||||||
| Historical basic weighted-average shares outstanding | 401,302 | 15,131 | ||||||
| Removal of stock-based compensation (F) | - | (421 | ) | |||||
| Pro forma basic weighted-average shares outstanding | 401,302 | 14,710 | ||||||
| Pro forma diluted weighted-average shares outstanding: | ||||||||
| Historical diluted weighted-average shares outstanding | 401,302 | 68,831 | ||||||
| Removal of stock-based compensation (F) | - | (421 | ) | |||||
| Pro forma diluted weighted-average shares outstanding | 401,302 | 68,410 | ||||||
| Pro forma net (loss) income per share | ||||||||
| Pro forma net (loss) income | $ | (1,391,660 | ) | $ | 10,064,458 | |||
| Pro forma basic net (loss) income per share | $ | (3.47 | ) | $ | 684.19 | |||
| Pro forma diluted net (loss) income per share | $ | (3.47 | ) | $ | 147.12 | |||