Mar. 18 at 12:14 PM
Filed on 16 March 2026, this 356-page S-4 proxy statement/prospectus is the definitive legal document governing
$FLYX of
$JTAI Aviation Business — submission to the SEC is the critical unlock that has been missing throughout months of delays.
Deal in 3: Jet.AI transfers its aviation assets into a new shell company (SpinCo), distributes SpinCo shares to all existing JTAI stockholders, and flyExclusive then merges SpinCo into itself, paying JTAI shareholders in FLYX Class A common stock.
Exact number of shares issued is variable, tied to Jet.AI’s net cash at close — ranging from ~4.6 million to ~8 million FLYX shares — with 20% held back in reserve pending a final post-close audit. If net cash falls below
$12 million, flyExclusive can walk away entirely.
The meeting dates and record dates throughout the document are still blank, confirming the SEC has not yet declared it effective — but this filing triggers that review.
