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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15 (d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 30, 2025
Jet.AI
Inc.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40725 |
|
93-2971741 |
| (State
or other jurisdiction |
|
(Commission |
|
(I.R.S.
Employer |
| of
incorporation or organization) |
|
File
Number) |
|
Identification
No.) |
10845
Griffith Peak Dr.
Suite
200
Las
Vegas, NV 89135
(Address
of principal executive offices)
(Registrant’s
telephone number, including area code) (702) 747-4000
None
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2.below):
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 250.13e-4 (c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
Symbol |
|
Name
of each exchange on which registered: |
| Common
Stock, par value $0.0001 per share |
|
JTAI |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 1.01 |
Entry
into a Material Definitive Agreement. |
Amended
and Restated Merger Agreement
As
previously disclosed, on May 6, 2025, Jet.AI Inc. (the “Company”), entered into an Amended and Restated Agreement and Plan
of Merger and Reorganization (the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub,
Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“SpinCo”), pursuant to which (i) as a condition to closing, the Company
will distribute all of the shares of SpinCo, on a pro rata basis, to the Company’s stockholders (the “Distribution”)
and (ii) Merger Sub will merge with and into SpinCo (the “Merger” and, together with the Distribution and all other transactions
contemplated under the agreement, the “Transactions”) with SpinCo surviving the Merger as a wholly owned subsidiary of flyExclusive.
On
July 30, 2025, the parties entered into an Amendment No. 1 to Amended and Restated Agreement and Plan of Merger and Reorganization (the
“Amendment”). The Amendment extends the Outside Date (as defined in the Merger Agreement) from June 30, 2025 to October 31,
2025. All other terms of the Transactions remain unchanged.
The
foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the agreement itself which is filed
as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward
Looking Statements
This
Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal
securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are
not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.
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. Such forward-looking statements include, but are not limited to, statements regarding our or our management
team’s expectations, hopes, beliefs, intentions or strategies regarding the future, and statements regarding stockholder approval
of the transactions contemplated by the Merger Agreement. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify
forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,”
“predict,” “project,” “should,” 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 subject to a number
of risks and uncertainties (some of which are beyond our control) that may cause actual results or performance to be materially different
from those expressed or implied by such forward-looking statements. Accordingly, readers should not place undue reliance on any forward-looking
statements. These risks include risks relating to agreements with third parties; our ability to obtain necessary stockholder approvals
and the possibility that the proposed Transactions do not close when expected or at all because the approval by the Company’s stockholders,
or other approvals and the other conditions to closing are not received or satisfied on a timely basis or at all; our ability to raise
funding in the future, as needed, and the terms of such funding, including potential dilution caused thereby; our ability to continue
as a going concern; security interests under certain of our credit arrangements; our ability to maintain the listing of our common stock
on the Nasdaq Capital Market; claims relating to alleged violations of intellectual property rights of others; the outcome of any current
legal proceedings or future legal proceedings that may be instituted against us; unanticipated difficulties or expenditures relating
to our business plan; and those risks detailed in our most recent Annual Report on Form 10-K and subsequent reports filed with the SEC.
Forward-looking
statements speak only as of the date they are made. The Company undertakes no obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise that occur after that date, except as otherwise provided 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
transaction. 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.
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 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 |
| |
|
|
| 2.1 |
|
Amendment No. 1 to Amended and Restated Agreement and Plan of Merger and Reorganization, dated July 30, 2025, between Jet.AI Inc., flyExclusive, Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. |
| |
|
|
| 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 |
| |
|
|
| July
30, 2025 |
|
|
