Jet.AI amends merger deal with flyExclusive, drops $50M financing plan

Jet.AI Inc. (NASDAQ: JTAI) amended its merger agreement with flyExclusive Inc. (NYSE: FLYX), eliminating a condition that would have required the company to secure $50 million in third-party financing, according to a statement released February 12.

The amendment, executed February 11, removes the requirement for Jet.AI to issue warrants for up to $50 million worth of preferred stock shares to a third-party investor. The company stated it has sufficient positive net working capital to meet the merger's minimum cash closing condition without additional financing.

Jet.AI confirmed it no longer has any preferred stock outstanding. The company and the third-party investor mutually agreed not to proceed with the previously contemplated $50 million financing arrangement.

The amendment also grants Jet.AI permission to pursue additional merger and acquisition opportunities, provided any such transactions would close only after completing the flyExclusive merger.

The proposed transaction with flyExclusive remains subject to customary closing conditions. The original merger agreement was announced in May 2025.

Jet.AI describes itself as a provider of GPU infrastructure and AI cloud services. The company trades on the NASDAQ Capital Market under the ticker symbol JTAI.

FlyExclusive has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission to register shares that will be issued in connection with the proposed transaction.

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