{"url_path":"/sec/jtai/8-k/2026-06-12/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/1861622/0001493152-26-028446-index.html","accession_number":"0001493152-26-028446","cik":"0001861622","ticker":"JTAI","issuer_name":"Jet.AI Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1861622/0001493152-26-028446-index.html","primary_entity_key":"0001861622","primary_entity_name":"Jet.AI Inc."},"word_count":1489,"has_tables":true,"body_markdown":"**Item 8.01 Other Events**\n\n** **\n\n**Special\nMeeting of Stockholders**\n\n** **\n\nOn\nJune 11, 2026, Jet.AI, Inc., (the “Company”) convened its special meeting of stockholders (the “Special\nMeeting”) to vote on the transactions described in the Amended and Restated Agreement and Plan of Merger and Reorganization\ndated May 6, 2025, as amended (the “Merger Agreement”), by and between the Company, Jet.AI SpinCo, Inc., a wholly-owned\nsubsidiary of the Company (“SpinCo”), flyExclusive, Inc. (“flyExclusive”), and FlyX Merger Sub, Inc., a\nwholly-owned subsidiary of flyExclusive, Inc. (“Merger Sub”), and the Separation and Distribution Agreement (the “Spinoff Agreement”)\ndated February 13, 2025, by and between the Company, SpinCo and flyExclusive, Inc. These transactions are described in more detail\nwithin the Company’s definitive proxy statement dated May 1, 2026, filed with the U.S. Securities and Exchange Commission on\nMay 4, 2026 (the “Proxy Statement”). The Proxy Statement was first mailed to the Company’s stockholders on May 13,\n2026.\n\n \n\nAs\nof 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\ncommon stock outstanding and entitled to vote at the Special Meeting. A total of 486,285 shares of the Company’s common stock,\nrepresenting approximately 34.2% of the shares outstanding and entitled to vote, were represented in person or by valid proxies at the\nSpecial 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\ncast in favor of the transactions contemplated by the Merger Agreement and the Spinoff Agreement, approval of such transactions requires\nthe affirmative vote of a majority of the outstanding shares of Jet.AI common stock outstanding as of the record date for the Special\nMeeting.\n\n \n\nAs\na result, the Company adjourned the Special Meeting until 4:00 p.m. Eastern Time, on June 23, 2026. The reconvened Special Meeting will\nbe held at the same virtual meeting link: https://www.cstproxy.com/jetai/sm2026. There is no change to the record date for those stockholders\nwho are eligible to vote at the Special Meeting or the purpose of, or any of the proposals to be acted upon at,\nthe reconvened Special Meeting. Stockholders who have already submitted proxies or voting instructions need not take any further action\nunless they wish to change their vote. Proxies previously submitted will be voted at the Special Meeting as reconvened unless\nproperly revoked in accordance with the procedures described in the Proxy Statement.\n\n \n\nThe Company issued a press release announcing the rescheduling of the Special\nMeeting. 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.\n\n \n\n**Record\nDate for Distribution**\n\n \n\nThe\nCompany previously announced on June 5, 2026, that it established June 15, 2026, as the record date for the distribution of the shares\nof SpinCo pursuant to the Spinoff Agreement.\n\n \n\nOn\nJune 12, 2026, the Company changed the record date for the distribution of the shares of SpinCo from June 15, 2026, to June 25, 2026.\nAs such, stockholders of record of the Company’s common stock, par value $0.0001 per share on June 25, 2026, will be entitled to\nreceive, on a pro rata basis, all outstanding shares of SpinCo immediately prior to the completion of the merger between Merger Sub and\nSpinCo.\n\n \n\nThe\nCompany anticipates that delivery of the SpinCo shares will occur immediately prior to the merger. Upon completion of the merger, the\nSpinCo shares distributed to the Company’s stockholders will convert into the right to receive shares of flyExclusive Class A common\nstock, subject to the terms of the merger agreement.\n\n \n\nThe\ncompletion of the distribution and merger remains subject to stockholder approval and the satisfaction or waiver of customary closing\nconditions.\n\n \n\n**Forward-Looking\nStatements**\n\n \n\nThis\nCurrent Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect\nto the Company and the Special Meeting. These forward-looking statements generally are identified by the words “believe,”\n“project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,”\n“future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,”\n“will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements\nare predictions, projections and other statements about future events that are based on current expectations and assumptions and, as\na result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results.\nAs a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. The\nfollowing factors, among others, could cause actual results to differ materially from those described in these forward-looking statements:\nthe Company may not be able to achieve a quorum to hold the Special Meeting; the Company may not be able to maintain compliance with\nall continued listing requirements; and market and other conditions. Given these risks and uncertainties, you are cautioned not to place\nundue reliance on such forward-looking statements. For a discussion of other risks and uncertainties, and other important factors, any\nof which could cause the Company’s actual results to differ from those contained in the forward-looking statements, see the section\ntitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K filed with the SEC, as updated by the\nCompany’s subsequent reports and filings with the Securities and Exchange Commission. All information in this Current Report on\nForm 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\nthe results of any revisions to any of such statements to reflect future events or developments, except as required by law.\n\n \n\n \n\n \n\n \n\n**Additional\nInformation and Where to Find It**\n\n** **\n\nIn\nconnection with the transactions contemplated by the Merger Agreement, flyExclusive has filed a Registration Statement on Form S-4 (File\nNo. 333-284960) (the “Registration Statement”) to register the shares of flyExclusive common stock that will be issued in\nconnection with the proposed transactions. The Registration Statement includes a proxy statement of the Company and a prospectus of flyExclusive\n(the “Proxy Statement/Prospectus”), and flyExclusive may file with the SEC other relevant documents concerning the proposed\nTransactions. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT\nAND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY\nAMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE\nPROPOSED TRANSACTIONS AND RELATED MATTERS.\n\n \n\nA\ncopy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may\nbe 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,\nwhen they are filed, free of charge, from the Company by accessing the Company’s website at investors.jet.ai. Copies of the Registration\nStatement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained,\nwithout charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board\nSecretary, 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\nof this communication or incorporated into other filings either company makes with the SEC.\n\n** **\n\n**Participants\nin the Solicitation of Proxies**\n\n** **\n\nThe\nCompany, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies\nfrom the Company’s stockholders in connection with the transactions contemplated by the Merger Agreement and the Spinoff Agreement.\nThe Company’s stockholders and other interested persons may obtain, without charge, more detailed information regarding the names\nand interests in the proposed transactions of the Company’s directors and officers in the parties’ filings with the SEC,\nincluding the Company’s annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may,\nunder SEC rules, be deemed participants in the solicitation of proxies to the Company’s stockholders in connection with the proposed\ntransactions and a description of their direct and indirect interests is included in the definitive Proxy Statement relating to the proposed\ntransactions. Stockholders, potential investors and other interested persons should read the Proxy Statement/Prospectus carefully before\nmaking any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.\n\n** **\n\n**No\nOffer or Solicitation**\n\n** **\n\nThis\nCurrent Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of\nthe transactions contemplated by the Merger Agreement or the Spinoff Agreement and will not constitute an offer to sell or the solicitation\nof an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation\nor sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction."}