On July 13, 2026, flyExclusive and the other parties to the Amended and Restated Agreement and Plan of Merger, dated May 6, 2025 (the “A&R Merger Agreement”), executed Amendment No. 5 to the A&R Merger Agreement to, among other things, modify the post-closing net cash adjustment mechanism in the Jet.AI Merger. Also, on July 13, 2026, the Company closed the transactions under the A&R Merger Agreement. Pursuant to the A&R Merger Agreement, FlyX Merger Sub, Inc., a subsidiary of the Company, merged with and into Jet.AI SpinCo, Inc. (“SpinCo”), a subsidiary of Jet.AI, Inc., with SpinCo surviving as a wholly owned subsidiary of the Company. In connection with the Jet.AI Merger, 5,676,893 shares of Company Class A Common Stock were issued and 1,419,224 shares of Company Class A Common Stock (the “Reserve Shares”), representing 20% of the Merger Consideration Shares (as defined in the A&R Merger Agreement), were reserved but not issued to the SpinCo stockholders. The number of Reserve Shares to be issued to the SpinCo stockholders post-closing, if any, will be based upon the final determination of the net cash of SpinCo as of closing and the resulting final purchase price. Because the Jet.AI transaction closed after June 30, 2026, the transaction has not been recognized in the Company’s condensed consolidated financial statements as of and for the three and six months ended June 30, 2026. The Company is evaluating the appropriate accounting treatment for the transaction, including whether the acquired assets meet the definition of a business under ASC 805, Business Combinations, or should be accounted for as an asset acquisition. Due to the close proximity of the closing date to the issuance of these condensed consolidated financial statements, the Company has not completed its evaluation of the accounting treatment, the final consideration including the impact of the reserved share mechanism and post-closing net cash adjustment, or the related financial statement impact. Accordingly, the Company is unable to reasonably estimate the financial statement impact of the transaction at this time. The Company expects to complete its accounting evaluation and reflect the applicable accounting in its financial statements for periods subsequent to June 30, 2026.