flyExclusive drops $50M investor condition from Jet.AI merger; allows Jet.AI to seek other deals

FLYEXCLUSIVE INC.

Amendment No. 4, dated Feb 11, 2026, removes the closing condition requiring Jet.AI to sell $50M of preferred stock warrants to a third-party investor.
Jet.AI confirmed sufficient positive net working capital to satisfy minimum cash closing requirement without the securities purchase agreement.
Amendment permits Jet.AI to negotiate and enter into alternative transactions (Subsequent Takeover Proposals), but only if conditioned on and closed after the flyExclusive merger.
Parties revised non-solicitation provisions and removed the 'Company Financing' covenant requiring a securities purchase agreement.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FLYEXCLUSIVE INC. amended Amended and Restated Agreement and Plan of Merger and Reorganization with Jet.AI Inc., Jet.AI SpinCo, Inc., and FlyX Merger Sub, Inc. (effective 2026-02-11).

Action: amendment
Agreement: merger
Counterparty: Jet.AI Inc., Jet.AI SpinCo, Inc., and FlyX Merger Sub, Inc.
Effective: 2026-02-11

Exact text from the filing

On February 11, 2026, the parties to the A&R Merger Agreement, as amended, executed Amendment No. 4 to the A&R Merger Agreement, as amended (“Amendment No. 4”).

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FLYEXCLUSIVE INC. filing history →

Source: SEC EDGAR

accession 0001193125-26-051309

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