Jet.AI, flyExclusive Extend Merger Closing Date to December 31, 2025.

Jet.AI and flyExclusive have agreed to extend the outside closing date for their merger to December 31, 2025, despite the US government shutdown temporarily halting the SEC's review of merger proxies. Both companies are committed to completing the deal and are making progress towards fulfilling closing conditions. Jet.AI operates in the software and aviation segments, with a focus on AI-driven technologies and data center development.

September 12, 2025 – Jet.AI Inc. (NASDAQ: JTAI) and flyExclusive Inc. (NYSE American: FLYX) have agreed to extend the closing date for their merger to December 31, 2025, despite the temporary halt in the SEC's review of merger proxies due to the U.S. government shutdown. The companies remain committed to completing the deal and are making progress toward fulfilling the necessary closing conditions.

The merger, initially expected to close in the second quarter of 2025, involves flyExclusive acquiring the aviation business of Jet.AI. The transaction is structured as an all-stock deal, with Jet.AI shareholders retaining their Jet.AI stock and receiving new Class A common shares in flyExclusive. The purchase price is contingent on Jet.AI's Net Cash, with a minimum of $12 million required for closing. The applicable premium percentage is between 115% and 120%, equating to a dollar value of $12 million to $22 million, depending on the Net Cash value at the close of the transaction, according to a Business Wire release.

The merger is expected to provide flyExclusive with additional growth capital and enhanced shareholder liquidity, while transforming Jet.AI into a pure-play AI solutions company. flyExclusive, the fifth-largest operator in the private aviation industry by hours flown, operates a robust fleet and has leading operational expertise. Jet.AI, founded in 2018, operates in software and aviation segments, focusing on AI-driven technologies and data center development.

Despite the extended closing date, both companies are making progress towards fulfilling the necessary conditions for the merger. Jet.AI has signed a non-binding term sheet with Hexstone Capital LP for $50 million, similar to its existing arrangement with Ionic Ventures LLC. The companies are also working towards regulatory review and shareholder approval.

For more information on the merger, investors and financial professionals are advised to review the materials to be filed with the SEC, including the registration statement on Form S-4, which will include a proxy statement/prospectus. These documents will contain important information about the merger and related matters.