FLYEXCLUSIVE INC.
For the period ended Mar 31, 2025. Filed May 13, 2025.
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Mar 31, 2025 · Filed May 13, 2025
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25. Subsequent Events
Subsequent Events
On May 6, 2025, flyExclusive, FlyX Merger Sub, Inc., a wholly owned subsidiary of flyExclusive (“Merger Sub”), Jet.AI Inc. (“Jet.AI”) and Jet.AI SpinCo, Inc., a wholly owned subsidiary of Jet.AI (“SpinCo”) entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (the “A&R Merger Agreement”) to amend the Agreement and Plan of Merger and Reorganization tht they had entered into on February 13, 2025. The purpose of the A&R Merger Agreement was to memorialize the amount of and manner in which the shares of flyExclusive Class A Common Stock will be delivered to the stockholders of SpinCo. Additionally, the requirement that Jet.AI amend its current securities purchase agreement with Ionic Ventures, LLC was deleted. Instead, as a condition to closing for Jet.AI, Jet.AI must have executed a securities purchase agreement with a third-party investor pursuant to which Jet.AI issues to the third-party investor a warrant to purchase up to $50 million worth of shares of Jet.AI’s newly-designated series C convertible preferred stock.
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