NOTE 10 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events that occurred after June 30, 2026 through August 14, 2026, the date of these consolidated financial statements were available to be issued, and noted no additional events requiring recognition or disclosure, except as identified below.

Spin-Off

On July 13, 2026 (the “Distribution Date”), the Company completed the Spin-Off of its fractional and jet card business. The transaction was implemented through the distribution of shares of SpinCo to holders of Jet.AI common stock and was structured as a tax-free Spin-Off for U.S. federal income tax purposes. The Distribution was accounted for as a reverse spinoff in accordance with ASC 505-60, Spinoffs and Reverse Spinoffs.

Prior to the Merger and pursuant to the transaction documents, the Company transferred the business, operations, services, and activities of the Company’s fractional and jet card business to SpinCo and then distributed all of the outstanding shares of SpinCo Common Stock to the Company’s stockholders of record as of July 6, 2026, on pro rata basis (as previously defined, the “Distribution”). At the effective time of the Merger, the issued and outstanding shares of SpinCo Common Stock were automatically converted into the right to receive shares of flyExclusive’s Class A common stock (“flyExclusive Common Stock”) consisting of: (i) 5,676,892 shares of flyExclusive Common Stock, based on an exchange ratio of approximately 2.9002 shares of flyExclusive Common Stock for each share of SpinCo Common Stock (the “Closing Shares”), together with cash in lieu of any fractional Closing Shares, and (ii) 1,419,223 shares of flyExclusive Common Stock, based on an exchange ratio of approximately 0.7251 shares of flyExclusive Common Stock for each share of SpinCo Common Stock (the “Reserve Shares” and, together with the Closing Shares, the “Merger Consideration Shares”), together with cash in lieu of any fractional Reserve Shares. The Closing Shares represent 80% of the Merger Consideration Shares and the Reserve Shares represent 20% of the Merger Consideration Shares, with the aggregate amount of Merger Consideration Shares determined based on the initial calculation of the purchase price at closing of $16,175,595 (the “Initial Purchase Price”), which includes an Applicable Premium Percentage (as defined in the Amended Merger Agreement) of 115%. The Reserve Shares are being held in reserve by flyExclusive until the final Purchase Price is determined post-closing, which is expected to occur within 120 days following the closing. The number of Reserve Shares to be issued post-closing, if any, will be based on the final Purchase Price.

In addition to the Merger Consideration Shares, if the final Purchase Price is equal to or greater than $16,225,595, then flyExclusive will issue an additional number of shares of FLYX Stock in an amount up to 20% of the Merger Consideration Shares (the “Additional Merger Consideration Shares”), based on the amount by which the final Purchase Price exceeds the Initial Purchase Price.

The expected carrying value of the net assets distributed to SpinCo on the Distribution Date was approximately $14.1 million, and the Distribution is expected to result in a reduction in the Company’s stockholders’ equity of approximately $18.4 million, consisting of the carrying value of the net assets distributed of approximately $14.1 million, transaction expenses of approximately $3.8 million, and other adjustments of approximately $0.5 million. These amounts are preliminary and remain subject to adjustment in connection with the post-closing determination of the final Purchase Price and the resulting final number of Merger Consideration Shares, which is expected to occur within 120 days following the closing.

Management has concluded that the disposition of the fractional and jet card business represents a strategic shift that will have a major effect on the Company’s operations and financial results. Following the Distribution and the Merger, the Company retained its aviation software and whole-aircraft brokerage operations, its interest in the data center joint venture, and its beneficial interest in AI Acquisition.

Other Events

In July 2026, the Company sold an aggregate of 1,662,611 shares of common stock under the 2025 ATM Sales Agreement for gross proceeds of approximately $6.8 million, before deducting placement agent’s fees and other estimated offering expenses payable by the Company of approximately $204,000.

In July 2026, the Company entered into an amendment to the 2024 Maxim Engagement Letter to replace the Success Fee with an additional stock fee of 100,000 shares, which were issued upon execution of the amendment.

On July 28, 2026, the Company funded a $1,750,000 investment in StratGrid Inc. (“StratGrid”), a Calgary, Alberta-based developer of behind-the-meter, natural gas-powered data center infrastructure, through SG Canada InvestCo LLC (“InvestCo”), a joint venture between the Company and Blackbird Investment Management LLC, in which the Company currently holds 60% of all issued and outstanding equity interests. The Company’s $1,750,000 strategic investment implies that InvestCo now holds approximately 26% of the issued and outstanding common equity interests of StratGrid on a fully vested basis.