FLYEXCLUSIVE INC. 8K

The parties amended their merger agreement to clarify how Jet.AI SpinCo’s indirect SpaceX-related equity investment affects net cash and merger consideration, including caps and floors on the purchase price, while leaving other terms unchanged.

On July 13, 2026, flyExclusive, Inc., FlyX Merger Sub, Inc., Jet.AI Inc., and Jet.AI SpinCo, Inc. executed Amendment No. 5 to their Amended and Restated Agreement and Plan of Merger and Reorganization, revising the merger consideration mechanics related to SpinCo’s indirect equity investment in Space Exploration Technologies Corporation held through VERSO Capital 2 SCSP. The amendment adds detailed definitions and rules for how the equity investment’s value is treated in the Closing Net Cash Statement, distinguishing between scenarios where post-closing liquidation of the investment yields proceeds below, above, or equal to the initially attributed value, and clarifying that the purchase price cannot be reduced below the level implied by the Merger Consideration Shares less Reserve Shares nor increased beyond the Initial Purchase Price plus the maximum Additional Merger Consideration Shares. All other terms of the original Merger Agreement remain unchanged.

Filing Facts

CIK

1843973

Ticker

-

Form

8K

Source Type

sec

Accession

0001193125-26-302638

Alert Tier

7