Jet.AI amends flyExclusive merger: 80% consideration at close, new $50M financing condition

Jet.AI Inc.

Amended merger: 80% of flyExclusive consideration shares issued at close; 20% held in reserve pending final purchase price.
Financing condition replaced: Jet.AI must issue warrant for up to $50M preferred stock to new third-party investor.
Jet.AI will distribute SpinCo shares to stockholders then SpinCo merges into flyExclusive subsidiary.
Amended agreement supersedes original Feb 13, 2025 merger agreement in its entirety.
Jet.AI board unanimously approved amended terms; stockholder vote still required.

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