Merger vote delayed as Jet.AI (NASDAQ: JTAI) moves spinoff record date
Rhea-AI Filing Summary
Jet.AI Inc. convened but then adjourned its special stockholder meeting on the flyExclusive merger and Jet.AI SpinCo spinoff because too few shares were represented to reach the required majority of all outstanding shares. Of 1,421,721 shares eligible to vote as of May 8, 2026, 486,285 shares (about 34.2%) were present, and roughly 99% of those votes supported the merger and spinoff proposals.
The meeting is scheduled to reconvene virtually on June 23, 2026 at 4:00 p.m. Eastern Time. Jet.AI also moved the record date for the planned distribution of SpinCo shares under the Spinoff Agreement from June 15, 2026 to June 25, 2026. Stockholders of record on June 25, 2026 are expected to receive all outstanding SpinCo shares immediately before SpinCo merges with a flyExclusive subsidiary, after which those SpinCo shares will convert into rights to receive flyExclusive Class A common stock, subject to stockholder approval and customary closing conditions.
Positive
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Negative
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Insights
Procedural delay on Jet.AI’s merger vote; structure remains intact.
Jet.AI is progressing a merger and spinoff involving Jet.AI SpinCo and flyExclusive, but lacked enough represented shares to secure the required majority of all outstanding shares. Turnout was about 34.2%, though roughly 99% of votes cast supported the deal.
The special meeting’s adjournment to June 23, 2026 is a timing issue rather than a change in transaction terms. The company also shifted the SpinCo distribution record date from June 15, 2026 to June 25, 2026, which affects which holders receive SpinCo shares before they convert into flyExclusive Class A stock.
The filing emphasizes that completion of the distribution and merger still depends on stockholder approval and customary closing conditions. Future company disclosures will clarify whether sufficient votes are ultimately obtained and whether listing and closing risks noted in the forward-looking statements are resolved.
8-K Event Classification
Key Figures
Key Terms
Special Meeting of Stockholders financial
Separation and Distribution Agreement financial
Registration Statement on Form S-4 regulatory
Proxy Statement/Prospectus regulatory
forward-looking statements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
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Item 8.01 Other Events
Special Meeting of Stockholders
On June 11, 2026, Jet.AI, Inc., (the “Company”) convened its special meeting of stockholders (the “Special Meeting”) to vote on the transactions described in the Amended and Restated Agreement and Plan of Merger and Reorganization dated May 6, 2025, as amended (the “Merger Agreement”), by and between the Company, Jet.AI SpinCo, Inc., a wholly-owned subsidiary of the Company (“SpinCo”), flyExclusive, Inc. (“flyExclusive”), and FlyX Merger Sub, Inc., a wholly-owned subsidiary of flyExclusive, Inc. (“Merger Sub”), and the Separation and Distribution Agreement (the “Spinoff Agreement”) dated February 13, 2025, by and between the Company, SpinCo and flyExclusive, Inc. These transactions are described in more detail within the Company’s definitive proxy statement dated May 1, 2026, filed with the U.S. Securities and Exchange Commission on May 4, 2026 (the “Proxy Statement”). The Proxy Statement was first mailed to the Company’s stockholders on May 13, 2026.
As of the close of business on May 8, 2026, the record date for the Special Meeting, there were 1,421,721 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. A total of 486,285 shares of the Company’s common stock, representing approximately 34.2% of the shares outstanding and entitled to vote, were represented in person or by valid proxies at the Special Meeting. While approximately 99% of the 486,285 votes already cast as of the date of this Current Report on Form 8-K have been cast in favor of the transactions contemplated by the Merger Agreement and the Spinoff Agreement, approval of such transactions requires the affirmative vote of a majority of the outstanding shares of Jet.AI common stock outstanding as of the record date for the Special Meeting.
As a result, the Company adjourned the Special Meeting until 4:00 p.m. Eastern Time, on June 23, 2026. The reconvened Special Meeting will be held at the same virtual meeting link: https://www.cstproxy.com/jetai/sm2026. There is no change to the record date for those stockholders who are eligible to vote at the Special Meeting or the purpose of, or any of the proposals to be acted upon at, the reconvened Special Meeting. Stockholders who have already submitted proxies or voting instructions need not take any further action unless they wish to change their vote. Proxies previously submitted will be voted at the Special Meeting as reconvened unless properly revoked in accordance with the procedures described in the Proxy Statement.
The Company issued a press release announcing the rescheduling of the Special Meeting. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Record Date for Distribution
The Company previously announced on June 5, 2026, that it established June 15, 2026, as the record date for the distribution of the shares of SpinCo pursuant to the Spinoff Agreement.
On June 12, 2026, the Company changed the record date for the distribution of the shares of SpinCo from June 15, 2026, to June 25, 2026. As such, stockholders of record of the Company’s common stock, par value $0.0001 per share on June 25, 2026, will be entitled to receive, on a pro rata basis, all outstanding shares of SpinCo immediately prior to the completion of the merger between Merger Sub and SpinCo.
The Company anticipates that delivery of the SpinCo shares will occur immediately prior to the merger. Upon completion of the merger, the SpinCo shares distributed to the Company’s stockholders will convert into the right to receive shares of flyExclusive Class A common stock, subject to the terms of the merger agreement.
The completion of the distribution and merger remains subject to stockholder approval and the satisfaction or waiver of customary closing conditions.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Company and the Special Meeting. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the Company may not be able to achieve a quorum to hold the Special Meeting; the Company may not be able to maintain compliance with all continued listing requirements; and market and other conditions. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the section titled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC, as updated by the Company’s subsequent reports and filings with the Securities and Exchange Commission. All information in this Current Report on Form 8-K is as of the date of the filing hereof, and the Company undertakes no duty to update this information or to publicly announce the results of any revisions to any of such statements to reflect future events or developments, except as required by law.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Merger Agreement, flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement includes a proxy statement of the Company and a prospectus of flyExclusive (the “Proxy Statement/Prospectus”), and flyExclusive may file with the SEC other relevant documents concerning the proposed Transactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation of Proxies
The Company, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from the Company’s stockholders in connection with the transactions contemplated by the Merger Agreement and the Spinoff Agreement. The Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of the Company’s directors and officers in the parties’ filings with the SEC, including the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed transactions and a description of their direct and indirect interests is included in the definitive Proxy Statement relating to the proposed transactions. Stockholders, potential investors and other interested persons should read the Proxy Statement/Prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This Current Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transactions contemplated by the Merger Agreement or the Spinoff Agreement and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 11, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| JET.AI INC. | ||
| By: | /s/ George Murnane | |
| George Murnane | ||
| Interim Chief Financial Officer | ||
Date: June 12, 2026
Exhibit 99.1
Jet.AI Announces Adjournment of Previously Scheduled Special Meeting of Stockholders
LAS VEGAS, NV, June 11, 2026 — Jet.AI Inc. (NASDAQ: JTAI) (the “Company” or “Jet.AI”), an emerging provider of high-performance GPU infrastructure and AI cloud services, announced that its previously scheduled Special Meeting of Stockholders (the “Special Meeting”), originally scheduled for June 11, 2026, was convened and adjourned, to allow additional time for stockholders to vote on the proposals described in the Company’s definitive proxy statement in relation to the flyExclusive, Inc. transaction.
As of the close of business on May 8, 2026, the record date for the Special Meeting, there were 1,421,721 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. A total of 486,285 shares of the Company’s common stock, representing approximately 34.2% of the shares outstanding and entitled to vote, were represented in person or by valid proxies at the Special Meeting. Approximately 99% of the 486,285 votes already cast as of the date were in favor of the transaction.
The Special Meeting will reconvene on June 23, 2026, at 4:00 p.m. Eastern time. The reconvened Special Meeting will be held at the same virtual meeting link: https://www.cstproxy.com/jetai/sm2026. There is no change to the record date for those stockholders who are eligible to vote at the Special Meeting or the purpose of, or any of the proposals to be acted upon at, the reconvened Special Meeting. Stockholders who have already submitted proxies or voting instructions need not take any further action unless they wish to change their vote. Proxies previously submitted will be voted at the Special Meeting as reconvened unless properly revoked in accordance with the procedures described in the Proxy Statement.
Your Vote is Critical
Because this transaction requires a definitive majority threshold of outstanding shares to pass, not voting has the same exact effect as voting “AGAINST” the deal. Every single share matters. Stockholders are highly encouraged to submit their proxy votes ahead of time using one of the following quick methods:
| ● | Vote Online: Go to the secure website listed on your proxy card or voting instruction form and enter your unique control number. | |
| ● | Vote by Phone: Use the toll-free number provided to you in your original proxy mailing. | |
| ● | Vote by Mail: Simply sign, date, and mail back your proxy card in the prepaid envelope. |
Questions or Need Assistance Voting?
If you have questions regarding the transaction or require assistance casting your vote, please contact Jet.AI’s proxy solicitation agent, Laurel Hill Advisory Group, immediately at 888.742.1305 or via email at JTAI@laurelhill.com.
About Jet.AI Inc.
Jet.AI Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol “JTAI.” To learn more, visit www.jet.ai.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the “Merger Agreement”), flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement was declared effective on April 30, 2026 and includes a preliminary proxy statement of the Company and a preliminary prospectus of flyExclusive. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC on May 4, 2026 and they each may file with the SEC other relevant documents concerning the proposed transactions. The definitive proxy statement and other relevant documents were mailed to Jet.AI stockholders as of May 8, 2026, the record date established for voting on the proposed transactions, in connection with Jet.AI’s solicitation of proxies for the special meeting. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation of Proxies
Jet.AI, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI’s stockholders in connection with the proposed transactions. Jet.AI’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of Jet.AI’s directors and officers in the parties’ filings with the SEC, including Jet.AI’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI’s stockholders in connection with the proposed transactions and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed transactions when it becomes available. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, and which contains the material terms and conditions of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s perception of market conditions, including the expected timing of the closing and the future business strategy of Jet.AI. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results, including the failure to obtain stockholder approval, the failure to satisfy closing conditions, and broader market conditions. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.
Investor Relations Contact:
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com