flyExclusive amends Jet.AI merger: 80% shares at close, adds $50M warrant condition

FLYEXCLUSIVE INC.

Amended merger agreement provides for 80% of Merger Consideration Shares issued at closing; 20% held as Reserve Shares subject to purchase price adjustment.
Requirement for Jet.AI to amend Ionic Ventures agreement deleted; new condition: Jet.AI must issue warrant for up to $50M of series C convertible preferred stock to third-party investor.
Merger consideration based on Parent Trading Price; additional shares may be issued if final purchase price exceeds estimate, capped at 20% of consideration shares.
Transaction still subject to stockholder approvals, regulatory conditions, and other customary closing conditions.

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