M&A - FLYEXCLUSIVE INC.

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.

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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.

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