Form 8-K

8-K — Jet.AI Inc.

Accession: 0001493152-26-032089

Filed: 2026-07-06

Period: 2026-07-02

CIK: 0001861622

SIC: 4522 (AIR TRANSPORTATION, NONSCHEDULED)

Item: Submission of Matters to a Vote of Security Holders

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15 (d) of The Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 2, 2026

Jet.AI

Inc.

(Exact

Name of Registrant as Specified in its Charter)

Delaware

001-40725

93-2971741

(State

or other jurisdiction

(Commission

(I.R.S.

Employer

incorporation or organization)

File

Number)

Identification

No.)

10845

Griffith Peak Dr.

Suite

200

Las

Vegas, NV 89135

(Address

of principal executive offices)

(Registrant’s

telephone number, including area code) (702) 747-4000

None

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2.below):

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities

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

Title

of each class:

Trading

Symbol

Name

of each exchange on which registered:

Common

Stock, par value $0.0001 per share

JTAI

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07

Submission

of Matters to a Vote of Security Holders.

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 wholly owned subsidiary of the Company (“SpinCo”), pursuant to which (i) as a condition to closing,

the Company will distribute all of the shares of SpinCo, on a pro rata basis, to the Company’s stockholders (the “Distribution”)

and (ii) Merger Sub will merge with and into SpinCo (the “Merger” and, together with the Distribution and all other transactions

contemplated by the Merger Agreement, the “Transactions”) with SpinCo surviving the Merger as a wholly owned subsidiary of

flyExclusive.

The

Company was required to hold a special meeting of stockholders (“the Special Meeting”) to vote on a proposal to approve and

adopt the Merger Agreement and the Transactions (the “Merger Proposal”), which are each described in more detail in the Company’s

definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 4, 2026 (the “Proxy

Statement”). The Proxy Statement was first mailed to the Company’s stockholders on May 13, 2026. As of the close of business

on the record date for the Special Meeting, May 8, 2026, there were 1,421,721 shares of the Company’s common stock outstanding

and entitled to vote at the Special Meeting. Each share of the Company’s common stock was entitled to one vote on each matter submitted

to the Company’s stockholders.

June 11, 2026, the Company convened the Special Meeting and 34.2% of the shares outstanding and entitled to vote were represented in

person or by valid proxies, which constituted a quorum to conduct business. However, because approval of the Merger Proposal required

the affirmative vote of a majority of the outstanding shares of the Company’s common stock as of the record date for the Special

Meeting, the Company adjourned the Special Meeting until June 23, 2026 to permit further solicitation of proxies because there were insufficient

votes cast for the approval of the Merger Proposal. The Company reconvened the Special Meeting on June 23, 2026 and 48.4% of the shares

outstanding and entitled to vote were represented in person or by valid proxies. As a result, the Company further adjourned the Special

Meeting until 4:00 p.m. Eastern Time on July 2, 2026.

July 2, 2026, the Company again reconvened the Special Meeting. A total of 778,325 shares of the Company’s common stock,

representing approximately 54.7% of the shares outstanding and entitled to vote, were represented in person or by valid proxy

at the reconvened Special Meeting.

the reconvened Special Meeting on July 2, 2026, the Company’s stockholders approved the Merger Proposal by the affirmative vote

of a majority of the outstanding shares of common stock entitled to vote. The final voting results for the Merger Proposal were as follows:

FOR

AGAINST

ABSTAIN

768,718

5,155

4,452

The

adjournment proposal described in the Proxy Statement was not presented at the reconvened Special Meeting on July 2, 2026 because there

were sufficient votes at the time of the Special Meeting to approve the adoption of the Merger Proposal. No other matters were submitted

or voted on by the Company’s stockholders at the reconvened Special Meeting on July 2, 2026. The Company expects the Transactions

to be consummated following the satisfaction or waiver of the remaining closing conditions, as further described in the Merger Agreement

and the Proxy Statement.

Item

8.01

Other

Events.

Distribution

The

record date for the Distribution of shares of SpinCo common stock is July 6, 2026. As such, if the remaining closing conditions are satisfied

or waived and the parties close the Transactions, stockholders of record of the Company’s common stock as of July 6, 2026 will

be entitled to receive, on a pro rata basis, all outstanding shares of SpinCo prior to the completion of the Merger, at a ratio of one

share of SpinCo common stock for each share of the Company’s common stock. The Company anticipates that delivery of the SpinCo

shares will occur prior to the Merger. Upon completion of the Merger, the SpinCo shares distributed to the Company’s stockholders

will convert into the right to receive shares of flyExclusive Class A common stock, subject to the terms of the Merger Agreement.

Press

Release

July 6, 2026, the Company issued a press release announcing the approval of the Merger Proposal on July 2, 2026. A copy of the

press release is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Forward

Looking Statements

This

Current Report on Form 8-K contains certain statements that may be deemed to be “forward-looking statements” within the federal

securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Statements that are

not historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange.

Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements

are not historical facts, but rather are based on current expectations, estimates and projections about our company, our industry, our

beliefs and our assumptions. In some cases, you can identify forward-looking statements by the following words: “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “future,”

“intend,” “may,” “ongoing,” “opportunity,” “plan,” “potential,”

“predict,” “project,” “should,” “strategy,” “will,” “would,”

or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations

and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from

the expected results, including the failure to satisfy closing conditions and broader market conditions. As a result, caution must be

exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results

to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s most recent Annual

Report on Form 10-K and subsequent reports filed with the SEC. These filings identify and address other important risks and uncertainties

that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned

not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise

these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.

Additional

Information and Where to Find It

connection with the Transactions contemplated by the Merger Agreement, flyExclusive has filed a Registration Statement on Form S-4 (File

No. 333-284960) (as amended, the “Registration Statement”) to register the shares of flyExclusive common stock that will

be issued in connection with the proposed Transactions. The Registration Statement was declared effective on April 30, 2026. The Company

and flyExclusive each may file with the SEC other relevant documents concerning the proposed Transactions. This communication is not

a substitute for the Registration Statement, the Proxy Statement, or any other document that the parties have filed or will file with

the SEC, or send to stockholders, in connection with the proposed Transactions. Copies of the Registration Statement, the Proxy Statement,

and other filings containing information about the Company, may be obtained, free of charge, at the SEC’s website at www.sec.gov.

You can also obtain these documents, free of charge, from the Company by accessing the Company’s website at investors.jet.ai,

by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by

phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be, a part of this communication

or incorporated into other filings either company makes with the SEC.

Offer or Solicitation

This

communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation

or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities,

or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed Transactions or otherwise, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Transactions are expected

to be implemented solely pursuant to the legally binding definitive agreement, which contains the material terms and conditions of the

Transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of

1933, as amended, or an exemption therefrom.

Item

9.01.

Financial

Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

99.1

Press Release, dated July 6, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

JET.AI

INC.

By:

/s/

George Murnane

George

Murnane

Interim

Chief Financial Officer

July

6, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Jet.AI

Stockholders Approve Proposed flyExclusive Transaction

LAS

VEGAS, NV, July 6, 2026 (GLOBE NEWSWIRE) — Jet.AI Inc. (“Jet.AI” or the “Company”) (NASDAQ: JTAI),

an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced that its stockholders have approved

the proposed transaction with flyExclusive, Inc. (“flyExclusive”) at the Company’s reconvened Special Meeting of Stockholders

(“Special Meeting”), which was held on July 2, 2026 at 4:00 p.m. Eastern time.

of the close of business on May 8, 2026, the record date for the Special Meeting, 1,421,721 shares of the Company’s common stock

were outstanding and entitled to vote at the Special Meeting. A total of 778,325 shares of the Company’s common stock were represented

in person or by valid proxies at the reconvened Special Meeting. Of the votes cast, 768,718 shares, or approximately 99%, were voted

in favor of the transaction, while 5,155 shares, or approximately 0.4%, were voted against the transaction and 4,452 shares, or approximately

0.3%, abstained.

Upon

closing, Jet.AI stockholders as of the close of business on July 6, 2026, the record date for the distribution of shares of Jet.AI SpinCo,

Inc. common stock, will be entitled to receive the merger consideration, as described in the merger agreement for the transaction and

the Company’s definitive proxy statement filed with the SEC on May 4, 2026, while retaining their existing Jet.AI shares. The transaction

is intended to allow Jet.AI to continue its transition toward a pure-play artificial intelligence infrastructure and solutions company

while enabling flyExclusive to expand its private aviation platform.

The

transactions, including the distribution and merger, are subject to the satisfaction or waiver of remaining customary closing conditions

and are expected to close on or about July 7, 2026.

“We

are grateful for the support of our stockholders and pleased to have reached this important milestone,” said Mike Winston, Founder

and Executive Chairman of Jet.AI. “Approval of the transaction advances our plan to sharpen Jet.AI’s focus on AI infrastructure

and cloud services while giving our stockholders the opportunity to participate in flyExclusive’s continued growth in the private

aviation space.”

About

Jet.AI Inc.

Jet.AI

Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU infrastructure

to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under

the ticker symbol “JTAI.” To learn more, visit www.jet.ai.

Additional

Information and Where to Find It

connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May

6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the “Merger Agreement”),

flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the “Registration Statement”)

to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration

Statement was declared effective on April 30, 2026. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus,

respectively (together, the “Proxy Statement/Prospectus”), with the SEC on May 4, 2026 and they each may file with the SEC

other relevant documents concerning the proposed transactions. This communication is not a substitute for the Registration Statement,

the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders,

in connection with the proposed transactions.

This

communication is not a substitute for the Registration Statement, the Proxy Statement, or any other document that the parties have filed

or will file with the SEC, or send to stockholders, in connection with the proposed Transactions. Copies of the Registration Statement,

Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the

SEC’s website at www.sec.gov . You can also obtain these documents, free of charge, from the Company by accessing the Company’s

website at investors.jet.ai, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention:

Board Secretary, or by phone at (702) 747-4000. The information on the Company’s website is not, and shall not be deemed to be,

a part of this communication or incorporated into other filings either company makes with the SEC.

Offer or Solicitation

This

communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation

or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities,

or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there

be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are

expected to be implemented solely pursuant to the legally binding definitive agreement, which contains the material terms and conditions

of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities

Act of 1933, as amended, or an exemption therefrom.

Forward-Looking

Statements

This

press release contains certain statements that may be deemed to be “forward-looking statements” within the meaning of the

federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect

to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI’s projected future results, and Jet.AI’s

perception of market conditions, including the expected timing of the closing and the future business strategy of Jet.AI. Statements

that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E

of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial

condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections

about our Company, our industry, our beliefs and our assumptions. These forward-looking statements generally are identified by the words

“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”

“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”

“will,” “would,” “will be,” “will continue,” “will likely result,” and similar

expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement

is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based

on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results

to differ materially from the expected results, including the failure to satisfy closing conditions and broader market conditions. As

a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors

that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the

Company’s most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These

filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially

from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements,

and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information,

future events, or otherwise, except as provided by law.

Investor

Relations Contact:

Gateway

Group, Inc.

949-574-3860

Jet.AI@gateway-grp.com

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration