M&A - FLYEXCLUSIVE INC.

Form Type: S-3

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025080223

Filing Summary: On June 2, 2025, flyExclusive Inc. filed a Form S-3 Registration Statement with the SEC, indicating their intention to offer and sell from time to time up to $250 million of various securities, including Class A common stock, preferred stock, debt securities, warrants, and rights. This registration statement utilizes a ‘shelf’ registration process which allows the company to offer shares at various times. flyExclusive is classified as an emerging growth company under federal securities laws and is subject to reduced disclosure requirements. As of the filing, the company reported a closing price of $3.05 for its shares and $0.08 for its warrants. The filing includes a cautionary note regarding forward-looking statements, outlining potential risks related to their acquisition of additional aircraft, operational efficiency, market competition, and industry volatility. flyExclusive is currently undergoing a merger process with a subsidiary of Jet.AI, Inc. which significantly influences its operational strategy and future growth potential.

Form Type: 8-K

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000095017025064421

Filing Summary: On May 6, 2025, flyExclusive, Inc. entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (the 'A&R Merger Agreement') to clarify how shares of flyExclusive Class A common stock will be distributed to SpinCo stockholders following the merger. The merger involves Jet.AI distributing all shares of its wholly owned subsidiary, SpinCo, to its stockholders prior to the merger with FlyX Merger Sub, Inc. The number of shares issued to SpinCo stockholders will be based on the Parent Trading Price, with 80% delivered at closing and 20% reserved for potential issuance based on final purchase price determinations. The document outlines conditions and adjustments related to the issuance of shares, as well as the requirement for Jet.AI to execute a new securities purchase agreement before closing. Relevant materials have been filed with the SEC regarding the proposed merger and stockholder meetings.

Form Type: S-4/A

Filing Date: 2025-05-06

Corporate Action: Merger

Type: Update

Accession Number: 000095017025064453

Filing Summary: FLYEXCLUSIVE INC. has filed an S-4/A form detailing updates regarding its ongoing merger activities. The filing contains significant information regarding the company's financial positioning, including various preferred stocks, notes payable to banks, common stocks, and related party transactions. Specific mentions include various debt instruments like promissory notes and senior notes, with details on their terms and associated financial details. The filing outlines the implications of the merger on existing equity holders and introduces amendments to underwriting agreements tied to the transaction. Additionally, it discusses potential economic impacts and financial restructuring as part of the merger process, along with relevant disclosures related to acquisition strategies and financing stages.

Form Type: 8-K

Filing Date: 2025-02-19

Corporate Action: Merger

Type: New

Accession Number: 000162828025006138

Filing Summary: On February 13, 2025, flyExclusive, Inc. entered into a Merger Agreement with Jet.AI Inc. and its subsidiary, SpinCo, proposing a transaction involving the distribution of SpinCo shares to Jet.AI stockholders, followed by the merger of SpinCo with FlyX Merger Sub, Inc. The merger aims to enable both firms to focus on their core businesses while providing flyExclusive with enhanced size and liquidity. SpinCo shareholders will receive Class A common stock of flyExclusive based on a defined exchange ratio and other adjustments. The agreement outlines several conditions that must be met before finalizing the merger, including regulatory approvals and the efficacy of a registration statement for the merger shares. Specific covenants detail operational guidelines for both flyExclusive and Jet.AI leading up to the effective merger date, emphasizing ordinary course business operations and compliance with governing documents. Furthermore, a joint press release regarding the merger was issued on February 14, 2025, highlighting the intended approach to the transaction and its implications for stakeholders.

Form Type: S-4

Filing Date: 2025-02-14

Corporate Action: Merger

Type: New

Accession Number: 000095017025021150

Filing Summary: FLYEXCLUSIVE INC. has filed an S-4 registration statement with the SEC in connection with the proposed merger with EG Acquisition Corp. The merger aims to combine operations and enhance market positioning. Key points include the issuance of common stock, an exchange offer for shares, and the details regarding the conversion of preferred stock and warrants. The filing includes financial statements, details of the proposed transaction structure, and projected benefits to shareholders. The merger is subject to customary conditions and regulatory approvals, with a projected closing date contingent upon these factors.