{"url_path":"/sec/jtai/8-k/2026-06-24/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-24","source_url":"https://www.sec.gov/Archives/edgar/data/1861622/0001493152-26-029873-index.html","accession_number":"0001493152-26-029873","cik":"0001861622","ticker":"JTAI","issuer_name":"Jet.AI Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1861622/0001493152-26-029873-index.html","primary_entity_key":"0001861622","primary_entity_name":"Jet.AI Inc."},"word_count":1801,"has_tables":true,"body_markdown":"**Item\n8.01**\n**Other\nEvents.**\n\n \n\n**Special\nMeeting**\n\n \n\nAs\npreviously disclosed, on May 6, 2025, Jet.AI Inc. (the “Company”) entered into an Amended and Restated Agreement and Plan\nof Merger and Reorganization (as amended, the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX\nMerger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc.,\na Delaware corporation and wholly owned subsidiary of the Company (“SpinCo”), pursuant to which (i) as a condition to closing,\nthe Company will distribute all of the shares of SpinCo, on a pro rata basis, to the Company’s stockholders (the “Distribution”)\nand (ii) Merger Sub will merge with and into SpinCo (the “Merger” and, together with the Distribution and all other transactions\ncontemplated by the Merger Agreement, the “Transactions”) with SpinCo surviving the Merger as a wholly owned subsidiary of\nflyExclusive.\n\n \n\nThe\nCompany is holding a special meeting of stockholders to vote on a proposal to approve and adopt the Merger Agreement and the Transactions\n(the “Special Meeting”), which are each described in more detail in the Company’s definitive proxy statement filed\nwith the U.S. Securities and Exchange Commission (the “SEC”) on May 4, 2026 (the “Proxy Statement”). The Proxy\nStatement was first mailed to the Company’s stockholders on May 13, 2026. As of the close of business on the record date for the\nSpecial Meeting, May 8, 2026, there were 1,421,721 shares of the Company’s common stock outstanding and entitled to vote at the\nSpecial Meeting.\n\n \n\nOn\nJune 11, 2026, the Company convened the Special Meeting and a total of 486,285 shares of the Company’s common stock, representing\napproximately 34.2% of the shares outstanding and entitled to vote, were represented in person or by valid proxies. However, because\napproval of the Transactions requires the affirmative vote of a majority of the outstanding shares of the Company’s common stock\nas of the record date for the Special Meeting, the Company adjourned the Special Meeting until 4:00 p.m. Eastern Time on June 23, 2026.\n\n \n\nOn\nJune 23, 2026, the Company reconvened the Special Meeting and a total of 688,430 shares of the Company’s common stock, representing\napproximately 48.4% of the shares outstanding and entitled to vote, were represented in person or by valid proxies. While approximately\n99.0% of the votes cast prior to the reconvened Special Meeting were cast in favor of the Transactions, the Company again adjourned\nthe Special Meeting until 4:00 p.m. Eastern Time on July 2, 2026 to permit further solicitation of proxies because there were insufficient\nvotes cast or the approval of the Transactions.\n\n \n\nThere\nis no change to the location, record date, purpose, or any of the proposals to be acted upon at the Special Meeting. Stockholders who\nhave already submitted proxies or voting instructions need not take any further action unless they wish to change their vote. Proxies\npreviously submitted will be voted at the reconvened Special Meeting unless properly revoked in accordance with the procedures described\nin the Proxy Statement.\n\n \n\n**Distribution\nRecord Date**\n\n \n\nAs\npreviously disclosed, on June 5, 2026, the Company announced that it established June 15, 2026 as the record date for the Distribution.\nOn June 12, 2026, in connection with the initial adjournment of the Special Meeting, the Company changed the record date for the Distribution\nfrom June 15, 2026 to June 25, 2026.\n\n \n\n \n\n \n\n \n\nOn\nJune 23, 2026, in connection with the second adjournment of the Special Meeting, the Company changed the record date for the Distribution\nfrom June 25, 2026 to July 6, 2026. As such, if the Transactions are approved at the Special Meeting and the parties close the Transactions,\nstockholders of record of the Company’s common stock as of July 6, 2026, will be entitled to receive, on a pro rata basis, all\noutstanding shares of SpinCo prior to the completion of the Merger. Upon completion of the Merger, the SpinCo shares distributed to the\nCompany’s stockholders will convert into the right to receive shares of flyExclusive Class A common stock, subject to the terms\nof the Merger Agreement.\n\n \n\nThe\ncompletion of the Transactions, including the Distribution and Merger, remains subject to stockholder approval and the satisfaction or\nwaiver of customary closing conditions.\n\n \n\n**Press\nRelease**\n\n \n\nOn\nJune 24, 2026, the Company issued a press release announcing the second adjournment of the Special Meeting and the change to the\nDistribution record date. A copy of the press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated\nherein by reference.\n\n \n\n**Forward\nLooking Statements**\n\n \n\nThis\nCurrent Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal\nsecurities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are\nnot historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.\nForward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements\nare not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our\nbeliefs and our assumptions. In some cases, you can identify forward-looking statements by the following words: “anticipate,”\n“believe,” “continue,” “could,” “estimate,” “expect,” “future,”\n“intend,” “may,” “ongoing,” “opportunity,” “plan,” “potential,”\n“predict,” “project,” “should,” “strategy,” “will,” “would,”\nor 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.\nForward-looking statements are predictions, projections and other statements about future events that are based on current expectations\nand assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from\nthe expected results, including the failure to obtain stockholder approval, the failure to satisfy closing conditions, and broader market\nconditions. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were\nmade. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can\nbe found in the Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the SEC. These filings identify\nand address other important risks and uncertainties that could cause actual events and results to differ materially from those contained\nin the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes\nno obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events,\nor otherwise, except as provided by law.\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) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will\nbe issued in connection with the proposed Transactions. The Registration Statement was declared effective on April 30, 2026 and includes\na preliminary proxy statement of the Company and a preliminary prospectus of flyExclusive. The Company and flyExclusive filed a definitive\nproxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC on May 4, 2026\nand they each may file with the SEC other relevant documents concerning the proposed Transactions. The definitive Proxy Statement and\nother relevant documents were mailed to the Company’s stockholders as of May 8, 2026, the record date established for voting on\nthe proposed Transactions, in connection with the Company’s solicitation of proxies for the special meeting. This communication\nis not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed\nor will file with the SEC, or send to stockholders, in connection with the proposed Transactions.\n\n \n\n \n\n \n\n \n\nBEFORE\nMAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS\nREGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO\nTHOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED\nMATTERS.\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\ndocuments, when they are filed, free of charge, from the Company by accessing the Company’s website at *investors.jet.ai*.\nCopies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference\ntherein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas,\nNV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall\nnot be deemed to be, a part of 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 proposed Transactions. The Company’s stockholders and other interested\npersons may obtain, without charge, more detailed information regarding the names and interests in the proposed Transactions of the Company’s\ndirectors and officers in the parties’ filings with the SEC, including the Company’s annual reports on Form 10-K and quarterly\nreports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies\nto the Company’s stockholders in connection with the proposed Transactions and a description of their direct and indirect interests\nis included in the definitive Proxy Statement/Prospectus relating to the proposed Transactions. Stockholders, potential investors and\nother interested persons should read the definitive Proxy Statement/Prospectus carefully before making any voting or investment decisions.\nYou may obtain free copies of these documents from the sources indicated above.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\ncommunication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation\nor the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities,\nor the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transactions or otherwise, nor shall there\nbe any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed Transactions are\nexpected to be implemented solely pursuant to the legally binding definitive agreement, and which contains the material terms and conditions\nof the proposed Transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities\nAct of 1933, as amended, or an exemption therefrom."}