flyExclusive to issue 1.54M additional shares in Jet.AI merger close

Jet.AI Inc. (NASDAQ: JTAI) announced the final post-closing purchase price determination related to its completed merger transaction with flyExclusive, Inc., resulting in flyExclusive issuing an additional 1,544,575 shares of its Class A common stock to recipients of the original transaction consideration.

The additional shares are expected to be distributed on or about October 30, 2026, with no action required from eligible recipients.

Recipients of the initial merger consideration had previously received 5,676,893 flyExclusive Class A shares, representing approximately 80% of the total consideration owed. The final determination triggers the release of 1,419,224 shares held in reserve, along with the issuance of an additional 125,351 new shares. Combined, the total consideration reaches 7,221,468 flyExclusive Class A shares.

The merger transaction was conducted under an Amended and Restated Agreement and Plan of Merger and Reorganization dated May 6, 2025. flyExclusive filed a Registration Statement on Form S-4, which was declared effective on April 30, 2026, and a definitive proxy statement and final prospectus were filed with the SEC on May 4, 2026.

Jet.AI, based in Las Vegas, Nevada, describes itself as focused on high-performance GPU infrastructure and AI cloud services following its pivot away from previous aviation-related operations.

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