Jet.AI Amends Merger Agreement With flyExclusive Over SpaceX Equity Stake Valuation

Jet.AI Inc. entered into a fifth amendment to its merger agreement with flyExclusive, Inc., adding provisions on how a SpinCo equity investment in Space Exploration Technologies Corporation will be valued at closing, the company said in a filing.

The amendment, dated July 13, 2026, was signed by flyExclusive, Inc. as Parent, FlyX Merger Sub, Inc., Jet.AI Inc. and Jet.AI SpinCo, Inc., according to the filing. It modifies the Amended and Restated Agreement and Plan of Merger and Reorganization originally dated May 6, 2025, which had previously been amended four times, most recently on February 11, 2026, the filing said.

According to the filing, Amendment No. 5 adds new subsections to the merger agreement governing how the value of SpinCo's indirect equity investment in Space Exploration Technologies Corporation, held through VERSO Capital 2 SCSP, will be treated when calculating Net Cash for purposes of the Closing Net Cash Statement.

The filing defines new terms including 'Deficit Net Liquidation Proceeds' and 'Surplus Net Liquidation Proceeds,' which describe scenarios where proceeds from a sale, transfer, redemption or other disposition of the equity investment are respectively less than or greater than the 'Initial Equity Investment Value' attributed to it in the Estimated Net Cash Statement, net of documented costs and fees. The amendment also specifies that if there is no liquidation of the equity investment, its value included in Net Cash will equal the Initial Equity Investment Value, the filing said.

Per the filing, the amendment states that in no event will the Purchase Price be less than the amount of Merger Consideration Shares less Reserve Shares as reflected on the Estimated Net Cash Statement, and in no event will the Purchase Price be greater than the sum of the Initial Purchase Price and the maximum Additional Merger Consideration Shares issuable under the agreement.

The filing states that all other terms and provisions of the merger agreement remain unaffected and continue in full force and effect. The amendment was executed by Thomas James Segrave, Jr., Chief Executive Officer of flyExclusive, Inc. and FlyX Merger Sub, Inc., and by Michael Winston, Executive Chairman of Jet.AI Inc. and Jet.AI SpinCo, Inc., according to the signature pages included in the exhibit.