FLYEXCLUSIVE INC. Enters Material Definitive Agreement

TL;DR

FLYEXCLUSIVE INC. just signed a big deal, filing an 8-K.

AI Summary

On October 10, 2025, FLYEXCLUSIVE INC. entered into a material definitive agreement. The company, formerly known as EG Acquisition Corp. until February 2, 2021, is incorporated in Delaware and headquartered in Kinston, NC.

Why It Matters

This filing indicates a significant new contract or partnership for FLYEXCLUSIVE INC., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Numbers

• 001-40444 — SEC File Number (Identifies the company's filing history with the SEC.)
• 86-1740840 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• FLYEXCLUSIVE INC. (company) — Registrant
• EG Acquisition Corp. (company) — Former company name
• October 10, 2025 (date) — Date of earliest event reported
• 2860 Jetport Road, Kinston, NC 28504 (location) — Principal executive offices address

FAQ

Key Financial Figures

• $11.50 — Common Stock at an exercise price of $11.50 per share FLYX WS NYSE American LLC

Filing Documents

• flyx-20251010.htm (8-K) — 67KB
• flyx-ex10_1.htm (EX-10.1) — 32KB
• 0001193125-25-240241.txt ( ) — 254KB
• flyx-20251010.xsd (EX-101.SCH) — 54KB
• flyx-20251010_htm.xml (XML) — 6KB

01 Entry into a Material Agreement

Item 1.01 Entry into a Material Agreement. As previously reported, on February 13, 2025, flyExclusive, Inc., a Delaware corporation ("flyExclusive"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among flyExclusive, FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive ("Merger Sub"), Jet.AI Inc., a Delaware corporation ("Jet.AI") and Jet.AI SpinCo, Inc., a Delaware corporation, and a wholly owned subsidiary of Jet.AI ("SpinCo"), pursuant to which (i) as a condition to closing the transaction, Jet.AI will distribute all of the shares of SpinCo, on a pro rata basis, to the stockholders of Jet.AI (the "Distribution") and (ii) the Merger Sub will merge with and into SpinCo (the "Merger" and, together with the Distribution and all other transactions contemplated under the Merger Agreement, the "Transactions") with SpinCo surviving the Merger as a wholly owned subsidiary of flyExclusive. The parties to the Merger Agreement entered into an Amended and Restated Agreement and Plan of Merger and Reorganization (the "A&R Merger Agreement") on May 6, 2025 and executed Amendment No. 1 to the A&R Merger Agreement on July 30, 2025. On October 10, 2025, the parties to the A&R Merger Agreement, as amended, executed Amendment No. 2 to the A&R Merger Agreement, as amended, to extend the Outside Date from October 31, 2025 to December 31, 2025 ("Amendment No. 2"). Amendment No. 2 was executed in part as a result of the ongoing federal government shutdown, which if prolonged could result in the necessity for a subsequent extension of the Outside Date. The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 2, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Capitalized terms not otherwise defined herein shall have the meaning as set forth in Amendm

Forward-Looking Statements Legend

Forward-Looking Statements Legend This communication contains forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. All statements other than statements of historical facts contained in this communication, including statements regarding the expected timing and structure of the Transactions, the ability of the parties to complete the Transactions, the expected benefits of the Transactions, the tax consequences of the Transactions, and flyExclusive's future results of operations and financial position, business strategy and its expectations regarding the benefits of the Transactions. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the control of flyExclusive and Jet.AI, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include, but are not limited to: the risk that the proposed Transactions may not be completed in a timely manner or at all, which may adversely affect the price of flyExclusive's or Jet.AI's securities; the risk that Jet.AI stockholder approval of the Transactions is not obtained; the inability to recognize the anticipated benefits of the Transactions; the occurrence of any event, change or other circumstance that could give rise to the termination of the A&R Merger Agreement; changes in general economic conditions; the outcome of litigation related to or arising out of the Transactions, or any adverse developments therein or delays

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits. Exhibit No. Document 10.1 Amendment No. 2 dated October 10, 2025, to Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, by and among flyExclusive, Inc., FlyX MergerSub, Inc., Jet.AI Inc. and Jet.AI SpinCo, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4 SIGNATURE 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. Dated: October 15, 2025 FLYEXCLUSIVE, INC. By: /s/ Thomas James Segrave, Jr. Name: Thomas James Segrave, Jr. Title: Chief Executive Officer and Chairman 5

View Full Filing

View this 8-K filing on SEC EDGAR