M&A - Jet.AI Inc.

Form Type: S-3/A

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000164117225002178

Filing Summary: Jet.AI Inc. has filed an amended registration statement on Form S-3 to update details surrounding a proposed merger with flyExclusive, Inc. The agreement includes a pro rata distribution of shares from Jet.AI Inc. to its stockholders as part of a restructuring process involving Jet.AI SpinCo. Following the merger, SpinCo will operate as a wholly-owned subsidiary of flyExclusive, and Jet.AI will shift its focus away from jet charter services to artificial intelligence applications. The documents detail the transaction’s timeline, conditions regarding stockholder approvals, and logistics for the merger and distribution.

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Form Type: S-3/A

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000149315225010835

Filing Summary: Jet.AI Inc. filed an amendment to its registration statement on Form S-3 for the resale of up to 1,270,000 shares of common stock. This follows a merger agreement with flyExclusive, Inc., whereby Jet.AI will distribute shares of its subsidiary, Jet.AI SpinCo, to stockholders before the merger. Under the separation agreement, Jet.AI will transfer its jet charter operations to SpinCo, thus ceasing its charter business after the distribution. The registration covers shares originating from Series B Preferred Stock held by a selling stockholder from previous private placements. The shares are eligible for resale on the Nasdaq market. No proceeds from the resale will go to Jet.AI, which is designated as an emerging growth company, and has undertaken to meet reduced financial reporting requirements. The document notes risk factors involved in the investment and seeks to clarify the relationship with the selling stockholder regarding the shares and any related financial responsibilities.

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Form Type: S-3/A

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000149315225007864

Filing Summary: On February 13, 2025, Jet.AI Inc. entered into a Merger Agreement with flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. This agreement entails a pro rata distribution of all shares of SpinCo to the Company’s stockholders prior to the merger of Merger Sub with SpinCo. Following this merger, SpinCo will operate as a wholly owned subsidiary of flyExclusive, and Jet.AI Inc. will no longer engage in the jet charter business. The transaction's conditions include a Separation and Distribution Agreement to facilitate the transfer of the jet charter business operations to SpinCo. Additionally, the document outlines prior corporate structures and transactions, including the Company's evolution since its formation, the initial public offering, and ongoing commitments regarding preferred stock transactions and future shareholder meetings.

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Form Type: 425

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000149315225007722

Filing Summary: Jet.AI Inc. has entered into a Merger Agreement with flyExclusive, Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. The agreement stipulates a Distribution of shares of SpinCo to the stockholders of Jet.AI on a pro rata basis as a prerequisite for the closing of the merger, wherein SpinCo will merge into Merger Sub, allowing SpinCo to continue as a wholly owned subsidiary of flyExclusive. Upon merger closure, SpinCo shareholders will receive Class A common stock of flyExclusive in exchange for their SpinCo shares at an exchange ratio based on SpinCo's estimated net cash and the market price of flyExclusive stock. The completion of the merger is subject to shareholder and regulatory approvals. The agreement involves customary representations, warranties, covenants, and conditions that must be satisfied for the merger to finalize. Jet.AI will cease operations related to its jet charter business following this transaction. A joint press release was issued announcing the merger, and interim arrangements have been established for governance and operations post-merger.

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Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000149315225007719

Filing Summary: On February 13, 2025, Jet.AI Inc. entered into a Merger Agreement with flyExclusive, Inc., involving the merger of Jet.AI SpinCo, Inc., a wholly owned subsidiary of Jet.AI. As part of the agreement, Jet.AI will distribute shares of SpinCo to its stockholders pro rata and then SpinCo will merge into flyExclusive's subsidiary, with SpinCo surviving as a subsidiary of flyExclusive. Jet.AI will transfer its jet charter business to SpinCo and, upon the merger's closing, SpinCo shareholders will receive shares of flyExclusive stock based on a defined exchange ratio. Additionally, stockholder support agreements were executed by key stockholders to vote in favor of the merger. The merger is subject to various closing conditions, including regulatory approvals and stockholder votes. Joint press releases were issued to announce the merger and discuss corporate milestones.

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