flyExclusive, Inc. executed Amendment No. 4 dated February 11, 2026, to the Amended and Restated Agreement and Plan of Merger and Reorganization with Jet.AI Inc., FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. The amendment eliminates the closing condition requiring Jet.AI to secure a $50 million securities purchase agreement and permits Jet.AI to explore Subsequent Takeover Proposals conditioned on and after the Transactions' closing.
Key takeaways
Amendment No. 4 executed on February 11, 2026, by flyExclusive, Inc. (Parent), FlyX Merger Sub, Inc., Jet.AI Inc. (Company), and Jet.AI SpinCo, Inc.
Eliminates closing condition for Jet.AI to execute securities purchase agreement with third-party investor for warrant to purchase up to $50 million of preferred stock.
Jet.AI confirmed sufficient positive net working capital to meet minimum cash closing requirement without the financing.
Permits Jet.AI to solicit, negotiate, and execute Subsequent Takeover Proposals conditioned on Transactions closing and consummated after.
Adds Section 7.10(f) prohibiting definitive agreements for Subsequent Takeover Proposals until Registration Statement effective or Agreement termination (except Section 10.1(g)).
Deletes Section 7.22 requirement for Company Financing; deletes Interim Financing Agreement references.