flyExclusive acquires Jet.AI's spin-off via merger; 4.12M FLYX shares as consideration

FLYEXCLUSIVE INC.

Jet.AI will distribute all SpinCo shares to its stockholders, then SpinCo merges into flyExclusive subsidiary.
SpinCo shareholders receive ~4.12M shares of FLYX Class A common stock; exchange ratio based on SpinCo net cash at close.
Transaction condition: SpinCo must have at least $12M net cash at closing; outside date June 30, 2025.
Support agreements from Jet.AI insiders (~1.8% voting power) committed to vote in favor of the merger.
Joint press release issued February 14, 2025; parties expect to close after regulatory and shareholder approvals.

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