TLDR:
- Jet.AI cuts $50M preferred funding event, keeps flyExclusive merger on track
- JTAI trades at $0.1326 as merger amendment drops financing condition
- Jet.AI cites positive working capital and cancels $50M preferred plan
- flyExclusive grants limited M&A flexibility, but only after merger closes
- Deal stays pending as Jet.AI and flyExclusive work through final conditions
Jet.AI (JTAI) stock traded at $0.1326, down 5.56%, after an early spike faded into weak consolidation near lows. Jet.AI amended its flyExclusive merger agreement on February 11, 2026, and removed a $50 million financing condition. As a result, the deal no longer requires new preferred stock issuance and a related warrant structure to close.
Amendment Removes Financing Hurdle From Merger Conditions
Jet.AI eliminated the closing condition tied to a third-party securities purchase agreement and a $50 million preferred raise. The prior condition also included a warrant linked to buying shares of a newly designated preferred series. The amendment dropped that requirement and simplified the closing checklist for both companies.
Jet.AI stated it holds enough positive net working capital to satisfy the merger’s minimum cash closing condition. Jet.AI expects to meet the cash threshold without issuing any new preferred security. The company also confirmed it carries no preferred stock outstanding after earlier structure changes.
flyExclusive consented to the amendment and kept the merger framework in place under the revised terms. In addition, the parties confirmed the transaction still depends on customary closing conditions and approvals. The companies may still fail to complete the merger despite the updated agreement.
Working Capital Update Resets Capital Structure Plans
Jet.AI said it will not proceed with the $50 million financing previously discussed for the transaction. The company linked that decision to a stronger capital position and improved working capital levels. As a result, Jet.AI removed the need for dilution tied to preferred shares and related warrants.
Jet.AI operates as a provider of high-performance GPU infrastructure and AI cloud services. Its capital strategy often focuses on liquidity, scaling capacity, and meeting contractual requirements. The amendment signals management expects internal resources to support near-term obligations tied to the merger process.
The stock’s price action reflected volatility, with an initial jump followed by sustained selling and sideways trading. Even so, the merger amendment delivered a clear change in structure and removed a major closing dependency. That change also reduces execution complexity while Jet.AI advances remaining steps toward completion.
Limited M&A Flexibility Adds Optionality Before Close
Jet.AI gained limited flexibility to pursue certain merger and acquisition opportunities under the amendment. Any such transaction must remain conditioned on, and close only after, the flyExclusive merger completes. This sequencing preserves the primary deal path while allowing planning for post-merger expansion.
The flyExclusive transaction traces back to an Amended and Restated merger agreement dated May 6, 2025. Since then, the parties have updated terms to align capital requirements with evolving balance sheet conditions. This latest change reflects that process and narrows the number of required financing events.
flyExclusive filed a registration statement on Form S-4 to register shares for the proposed transactions. The filings include a proxy statement and prospectus materials intended for required approvals and disclosures. Jet.AI emphasized the communication does not constitute an offer or solicitation of securities.
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