Jet.AI Updates Merger Agreement with flyExclusive

Jet.AI Inc. (JTAI) announced updates regarding its capital structure, financing arrangements and strategic flexibility in connection with a newly executed amendment to its previously announced Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive (FLYX). The Amendment was executed February 11. As part of the Amendment, the parties agreed to eliminate the closing condition that would have required the Company to execute a new securities purchase agreement with a third-party investor, pursuant to which the Company would have issued the investor a warrant to purchase up to $50M worth of shares of a newly-designated series of preferred stock. The Company confirmed that it currently has sufficient positive net working capital on hand to satisfy the minimum cash closing condition required under the Merger Agreement without such a financing arrangement. The Company also confirmed that it no longer has any preferred stock outstanding. Following mutual discussions, the Company and the third-party investor agreed not to proceed with the $50M financing previously contemplated in connection with the flyExclusive transaction, which is no longer necessary given the Company's improved capital position. Additionally, in connection with the Amendment, flyExclusive has further consented to Jet.AI's ability to pursue certain additional merger and acquisition opportunities, provided that any such transaction is conditioned upon and would close only after the completion of the proposed merger with flyExclusive.The proposed transaction with flyExclusive remains subject to the satisfaction or waiver of customary closing conditions, and there can be no assurance that the transaction will be consummated on the terms currently contemplated or at all.