Jet.AI Inc.

(Former name or former address, if changed since last report)

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Securities registered pursuant to Section 12(b) of the Act:

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Emerging growth company☒

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As previously disclosed, on May 6, 2025, Jet.AI Inc. (the “Company”) entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with flyExclusive, Inc. (“flyExclusive”), FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive (“Merger Sub”), and Jet.AI SpinCo, Inc., a Delaware corporation and then wholly owned subsidiary of the Company (“SpinCo”).

On July 13, 2026, the parties entered into an Amendment No. 5 to Amended and Restated Agreement and Plan of Merger and Reorganization (the “Amendment”). The Amendment provides for certain adjustments to the final calculation of the Purchase Price (as defined in the Merger Agreement) in connection with the potential post-closing disposition by flyExclusive of certain SpinCo assets. The final Purchase Price will be used to determine whether any Reserve Shares or Additional Merger Consideration Shares (each as defined below) will be issued by flyExclusive post-closing. All other terms of the Merger Agreement remain unchanged.

The foregoing summary of the terms of the Amendment is subject to, and qualified in its entirety by, the agreement itself which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 13, 2026, the Company completed the transactions contemplated by (i) the Merger Agreement and (ii) the Separation and Distribution Agreement, dated February 13, 2025, between the Company, SpinCo, and flyExclusive (the “Separation and Distribution Agreement” and together with the Merger Agreement, the “Transaction Documents”). The completion of the transactions, including the merger of Merger Sub with and into SpinCo, with SpinCo surviving the merger as a wholly owned subsidiary of flyExclusive (the “Merger”), resulted in the disposition by the Company, and the acquisition by flyExclusive, of the Company’s fractional and jet card business.