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Stock Markets February 12, 2026

JetAI stock gains after amendment removes $50M financing condition in flyExclusive deal

Company says it has sufficient working capital and simplified capital structure, while flyExclusive permits pursuit of further M&A after closing

By Nina Shah JTAI FLYX
JetAI stock gains after amendment removes $50M financing condition in flyExclusive deal
JTAI FLYX

JetAI Inc. shares climbed 8.3% following an amendment to its merger agreement with flyExclusive that drops a previously required $50 million third-party financing arrangement. The company says it has enough positive net working capital to satisfy the merger's minimum cash closing requirement and reports it has no preferred stock outstanding. The agreement amendment also allows JetAI to pursue additional merger and acquisition opportunities with flyExclusive's consent, although any such deals would only close after the proposed flyExclusive merger completes and the transaction remains subject to customary closing conditions.

Key Points

  • JetAI removed a merger closing condition that would have required a new third-party securities purchase agreement including a warrant to buy up to $50 million of preferred stock - impact on corporate finance and capital markets.
  • Company reports it has sufficient positive net working capital to satisfy the merger's minimum cash closing condition and no preferred stock outstanding - relevant to capital structure and underwriting quality.
  • flyExclusive consented to JetAI pursuing additional mergers and acquisitions that would only close after the proposed merger - affects M&A activity in the technology and cloud infrastructure sector.

JetAI Inc. (NASDAQ:JTAI) shares rose 8.3% on Thursday after the company disclosed a material change to its agreement with flyExclusive, Inc. (NYSE:FLYX) that eliminates a prior financing-related closing condition.

On February 11, 2026, JetAI executed an amendment to its Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive. The amendment removes the condition that would have required JetAI to obtain a new securities purchase agreement with a third-party investor. That arrangement, as originally contemplated, would have included a warrant permitting the purchase of up to $50 million of preferred stock.

JetAI stated it currently maintains sufficient positive net working capital to meet the minimum cash closing condition under the merger agreement without pursuing the additional financing. The company also said it no longer has any preferred stock outstanding, a change that simplifies its capital structure ahead of the proposed transaction.

In a filing, JetAI explained: "Following mutual discussions, the Company and the third-party investor agreed not to proceed with the $50 million financing previously contemplated in connection with the flyExclusive transaction, which is no longer necessary given the Company’s improved capital position."

The amendment includes an additional provision granting JetAI more strategic latitude. flyExclusive has consented to JetAI seeking further merger and acquisition opportunities. Any transactions pursued by JetAI under this latitude would be subject to the condition that they close only after the completion of the proposed merger with flyExclusive.

JetAI describes its business as providing high-performance GPU infrastructure and AI cloud services. Despite the amendment and the company’s statement on its cash position, the proposed merger with flyExclusive remains subject to customary closing conditions. JetAI cautioned there is no assurance the deal will be completed on the currently outlined terms or at all.

The amendment alters both the financing contingency and the strategic permissions embedded in the original merger agreement, while leaving the fundamental closing framework in place. Market reaction on Thursday reflected investor recognition of the altered funding requirements and the simpler capital structure.

Contextual note - The company’s disclosure reiterates that the transaction remains conditional and may not close, despite the removal of the $50 million financing requirement.

Risks

  • The proposed merger with flyExclusive remains subject to customary closing conditions and there is no guarantee it will be completed on the terms outlined or at all - risk to shareholders and deal counterparties.
  • Removal of the $50 million financing condition was agreed with the third-party investor, but the amendment does not eliminate uncertainty around the timing or outcome of closing conditions - risk to market and funding perceptions.

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