FLYX on NYSE

FLYEXCLUSIVE INC.

American air transportation company, incorporated in Delaware1

In its 2026 annual report the company says: “We operate a selected fleet of Cessna Citation, HondaJet, and Challenger aircraft to service customers flying domestically and internationally. Our maintenance crews are more efficient given the recurrent nature of their work, which in turn improves dispatch availability of our fleet.”4 It is headquartered in Kinston, North Carolina.1 Its shares trade on NYSE under the symbol FLYX.1

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Last updated Oct 20, 2026.

Overview

$375.9MRevenue, fiscal 20252
-$17.6MNet income, fiscal 20252

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  • TickerFLYX on NYSE1
  • IndustryAir Transportation, Nonscheduled1
  • HeadquartersKinston, North Carolina1
  • Incorporated inDE3
  • Business address2860 Jetport Road, Kinston, Nc 285043
  • Filer category, Emerging growth company3

Since 2015, flyExclusive has grown from two LGM/partner owned jets to 82 owned and leased aircraft, and is currently the third largest private jet operator in the United States (based on departures from the first half of 2025). We operate a selected fleet of Cessna Citation, HondaJet, and Challenger aircraft to service customers flying domestically and internationally. As one of the nation’s largest Citation operators, flyExclusive has curated a versatile fleet of Citation CJ3 / CJ3+, Citation Excel / XLS / XLS+, Citation Encore+, Citation Sovereign, Citation X, and Challenger 350 aircraft. flyExclusive’s purposeful focus on the acquisition of a limited number of manufacturers’ aircraft enables flyExclusive to operate and maintain fewer types of aircraft than most competitors. Our maintenance crews are more efficient given the recurrent nature of their work, which in turn improves dispat…4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-12.6%Operating margin2
-4.7%Net margin2
14.9%Revenue growth, 20252
-$24.3MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue79¢$319.6M
  • Selling, general and admin21¢$82.6M
  • Income tax0¢$37.0K

Out of $375.9M in revenue.2 The company lost money this year.

Where each dollar of operating cash went, fiscal 2025

  • Capital spending100¢$30.9M

Out of $6.7M of cash from operations. Spending exceeded cash from operations; the rest came from savings or borrowing.2

Financial statements

Revenue562$375.9M in 2025+17% since 2022
0$100.0M$200.0M$300.0M$400.0M2022: $320.0M$320.0M20222023: $315.4M$315.4M2023−1%2024: $327.3M$327.3M2024+4%2025: $375.9M$375.9M2025+15%
Operating income562-$47.2M in 2025+284% since 2022
-$100.0M-$75.0M-$50.0M-$25.0M02022: -$12.3M-$12.3M20222023: -$37.3M-$37.3M2023+203%2024: -$82.8M-$82.8M2024+122%2025: -$47.2M-$47.2M2025−43%
Net income562-$17.6M in 2025
-$60.0M-$40.0M-$20.0M0$20.0M2022: $6.0M$6.0M20222023: -$46.8M-$46.8M20232024: -$21.1M-$21.1M2024−55%2025: -$17.6M-$17.6M2025−17%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2025-12-312024-12-31
Revenue$375.9M$327.3M
Cost of revenue$319.6M$290.2M
Selling, general and administrative$82.6M$91.3M
Depreciation and amortization$23.6M$25.7M
(Gain) loss on aircraft sales and aircraft held for sale-$2.7M$2.8M
Total costs and expenses$423.1M$410.1M
Loss from operations-$47.2M-$82.8M
Interest income$1.4M$4.3M
Interest expense-$21.4M-$21.2M
(Loss) gain on lease termination-$2.5M$133.0K
Change in fair value of warrant liabilities-$1.4M-$1.5M
Loss on extinguishment of debt-$1.4M$0
Other income (expense)$5.5M-$471.0K
Total other expense, net-$19.8M-$18.7M
Loss before income taxes-$67.1M-$101.5M
Income tax expense$37.0K$41.0K
Net loss-$67.1M-$101.5M
Less: Net loss attributable to redeemable noncontrolling interests-$50.5M-$73.4M
Less: Net income (loss) attributable to noncontrolling interests$1.0M-$7.0M
Net loss attributable to flyExclusive, Inc.-$17.6M-$21.1M
Net loss attributable to common stockholders-$27.6M-$25.6M
Net loss attributable to common stockholders-$27.6M-$25.6M
Basic loss per share (in dollars per share)-$1.01-$1.07
Diluted loss per share-$1.01-$1.07
Weighted average common shares outstanding (basic)27.2M shares23.8M shares
Weighted average common shares outstanding (diluted)27.2M shares23.8M shares
Unrealized gains on available-for-sale debt securities$0$13.0K
Comprehensive loss attributable to flyExclusive, Inc.-$17.6M-$21.1M

Compare FLYEXCLUSIVE INC. with another company

Corporate structure

FLYEXCLUSIVE INC. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of FLYEXCLUSIVE INC.

  • Gregg Hymowitz Filed SCHEDULE 13D/A on FLYEXCLUSIVE INC., latest Jan 28, 2026 (5 filings since Jan 8, 2024)
  • Thomas James Segrave Jr. Filed SCHEDULE 13D/A on FLYEXCLUSIVE INC., latest Jan 14, 2026 (2 filings since Jan 8, 2024)
  • Third Point LLC Filed SCHEDULE 13D/A on FLYEXCLUSIVE INC., latest Jan 13, 2026 (4 filings since Jun 9, 2023)
  • EnTrust Magnolia Partners LP Filed SC 13G on FLYEXCLUSIVE INC., latest Feb 14, 2024
  • FIR TREE CAPITAL MANAGEMENT LP Filed SC 13G/A on FLYEXCLUSIVE INC., latest Feb 14, 2024 (3 filings since Feb 14, 2022)
  • Saba Capital Management, L.P. Filed SC 13G/A on FLYEXCLUSIVE INC., latest Feb 7, 2024 (3 filings since May 2, 2022)
  • INTEGRATED CORE STRATEGIES (US) LLC Filed SC 13G/A on FLYEXCLUSIVE INC., latest Feb 5, 2024
  • BTIG, LLC Filed SC 13G/A on FLYEXCLUSIVE INC., latest Jan 2, 2024 (5 filings since Nov 1, 2021)
  • CANYON CAPITAL ADVISORS LLC Filed SC 13G/A on FLYEXCLUSIVE INC., latest Feb 14, 2023 (2 filings since Feb 14, 2022)
  • HGC Investment Management Inc. Filed SC 13G on FLYEXCLUSIVE INC., latest Feb 14, 2023
  • PointState Capital LP Filed SC 13G/A on FLYEXCLUSIVE INC., latest Feb 14, 2023 (2 filings since Feb 11, 2022)
  • EG Sponsor LLC Filed SC 13G on FLYEXCLUSIVE INC., latest Feb 13, 2023
  • FLYEXCLUSIVE INC. Kinston, North Carolina

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What FLYEXCLUSIVE INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$317.5M2 Dec 31, 2025$349.4M2 Dec 31, 2024−9.1%
Accumulated depreciation$93.7M2 Dec 31, 2025$89.5M2 Dec 31, 2024+4.8%
Property and equipment, net$223.7M2 Dec 31, 2025$259.9M2 Dec 31, 2024−13.9%
Finance-lease assets$26.1M2 Dec 31, 2025$15.7M2 Dec 31, 2024+66.2%
Operating-lease assets (leased space)$61.0M2 Dec 31, 2025$69.0M2 Dec 31, 2024−11.5%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$29.3M2 Dec 31, 2025$31.7M2 Dec 31, 2024−7.4%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$1.6M6 Dec 31, 2024$2.2M6 Dec 31, 2023−28.4%
Indefinite-lived intangibles (excluding goodwill)$650.0K6 Dec 31, 2024$650.0K6 Dec 31, 20230%
Finite-lived intangibles, gross$4.0M6 Dec 31, 2024$3.5M6 Dec 31, 2023+14.1%
Accumulated amortization$3.0M6 Dec 31, 2024$1.9M6 Dec 31, 2023+59.2%
Finite-lived intangibles, net$950.0K6 Dec 31, 2024$1.6M6 Dec 31, 2023−40.0%

Inventory

ItemLatestA year beforeChange
Inventory, total$5.1M2 Dec 31, 2025$5.7M2 Dec 31, 2024−10.4%

Properties, in its own words

LGM’s operations are centered at flyExclusive’s corporate headquarters in Kinston, North Carolina. Located within the North Carolina Global TransPark ("NCGTP"), flyExclusive leases approximately 145,000 square feet of office and hangar space from the NCGTP’s 2,500-acre multimodal industrial park, which boasts an 11,500-foot runway. Kinston is within two hours of approximately 70% of flyExclusive flights. flyExclusive also leases approximately 24,000 square feet of office space in Raleigh, North Carolina for various components of the organization, including shared services, sales and marketing, software development, and finance.

A third-party affiliate, LGM Ventures, LLC ("LGMV"), which is owned by Segrave Jr., leases to us a substantial portion of our headquarters and maintenance and operations facilities that are not part of the NCGTP under various leases. The majority of the leases have a term greater than 10 years.

Item 2 of the 10-K filed Mar 5, 2026.4

Leadership

Who has led FLYEXCLUSIVE INC., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (12)

Former names

  • EG Acquisition Corp.Feb 22, 2021 to Dec 27, 20233

Timeline

  1. Sep 4, 20268-K Entered a material agreement28
  2. Aug 25, 20268-K Executive or director change29
  3. Aug 12, 20268-K Results of operations30
  4. Jul 14, 20268-K Entered a material agreement; Completed an acquisition or sale31
  5. May 11, 20268-K Results of operations32
  6. Mar 12, 20268-K Entered a material agreement; Unregistered sale of shares33
  7. Mar 5, 20268-K Results of operations34
  8. Feb 18, 20268-K Entered a material agreement35
  9. Feb 13, 20268-K Entered a material agreement36
  10. Feb 10, 20268-K Entered a material agreement37
  11. Feb 9, 20268-K Results of operations38
  12. Jan 14, 20268-K Entered a material agreement39
  13. Jan 8, 2024New chief executive Thomas James Segrave Jr. becomes CEO12

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/202640

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results30
  2. May 11, 2026Reported quarterly or annual results32
  3. Mar 5, 2026Reported quarterly or annual results34
  4. Feb 9, 2026Reported quarterly or annual results38
  5. Nov 12, 2025Reported quarterly or annual results41
  6. Aug 13, 2025Reported quarterly or annual results42
  7. May 1, 2024Reported quarterly or annual results43
  8. Jan 3, 2024Reported quarterly or annual results44

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

292 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 49 major events, 42 insider forms, 31 large holders, 150 other. The latest 20:

  1. Sep 29, 20264 PRIMARY DOCUMENT EDGAR
  2. Sep 29, 20264 PRIMARY DOCUMENT EDGAR
  3. Sep 29, 20264 PRIMARY DOCUMENT EDGAR
  4. Sep 4, 20268-K EDGAR
  5. Aug 25, 20268-K EDGAR
  6. Aug 12, 20268-K EDGAR
  7. Aug 12, 202610-Q EDGAR
  8. Jul 14, 20268-K EDGAR
  9. Jun 5, 20264 EDGAR
  10. Jun 2, 20264 EDGAR
  11. May 26, 20264 PRIMARY DOCUMENT EDGAR
  12. May 15, 20264 EDGAR
  13. May 15, 20264 EDGAR
  14. May 15, 20264 EDGAR
  15. May 15, 20264 EDGAR
  16. May 15, 20264 EDGAR
  17. May 15, 20264 EDGAR
  18. May 15, 20264 EDGAR
  19. May 11, 20268-K EDGAR
  20. May 11, 202610-Q EDGAR

The 292 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

4 open-market trades by officers, directors and large owners since October 2021: 4 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 13, 2026Hopper Peter B.DirectorBuy25,000$2.35$58.8KForm 4
Mar 9, 2026Hopper Peter B.DirectorBuy50,000$2.38$119.0KForm 4
Mar 6, 2026Hopper Peter B.DirectorBuy50,000$2.54$127.0KForm 4
Mar 4, 2024Hymowitz GreggDirectorBuy25,000$1,000.00$25.0MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Jim Segrave, Founder, Chairman of theBoard and Chief Executive Officer$8.5M$8.7M58
2024Mike GuinaChief Operating Officer$397.9K$398.6K58
2024Matthew Lesmeister, Chief OperatingOfficer$258.7K$275.5K58
2024Brad GarnerChief Financial Officer$135.4K$135.4K58
2023Jim Segrave, Founder, Chairman of theBoard and Chief Executive Officer$8.8M$8.8M58
2023Mike GuinaChief Operating Officer$342.5K$362.8K58

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 61. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Entrust Global Partners L L C24,215,366$48.4M9.4%No change
Third Point LLC1,022,000$2.0M0.0%No change
BlackRock, Inc.647,403$1.3M0.0%+576,799
Vanguard Capital Management LLC615,310$1.2M0.0%+13,194
Geode Capital Management, LLC308,454$616.9K0.0%+96,935
Axxcess Wealth Management, LLC120,750$241.5K0.0%New
LPL Financial LLC116,000$232.0K0.0%+20,000
Northern Trust Corp102,841$205.7K0.0%+57,814
Vanguard Portfolio Management LLC95,068$190.1K0.0%+46,192
Vanguard Fiduciary Trust Co79,805$159.6K0.0%+35,791
Schonfeld Strategic Advisors LLC67,702$135.4K0.0%New
Aqr Capital Management LLC67,401$134.8K0.0%+26,880
State Street Corp59,928$119.9K0.0%+8,000
Bridgeway Capital Management, LLC45,300$90.6K0.0%+35,000
Charles Schwab Investment Management Inc32,539$65.1K0.0%+19,740
MBL Wealth, LLC28,200$56.4K0.0%No change
Bank of New York Mellon Corp20,796$41.6K0.0%New
Keel Point, LLC19,102$38.2K0.0%+628
Nuveen, LLC18,660$37.3K0.0%New
Truist Financial Corp15,090$30.2K0.0%No change
Marshall Wace, Llp13,100$26.2K0.0%New
Pinnacle Financial Partners, Inc.13,000$26.0K0.0%+2,500
Wells Fargo & Company/mn12,849$25.7K0.0%+8,618
Deutsche Bank Ag\12,045$24.1K0.0%+405
Captrust Financial Advisors10,077$20.2K0.0%New

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How FLYEXCLUSIVE INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARFLYEXCLUSIVE INC.1
  • CIK0001843973
  • Employer ID (EIN)86-17408404
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)4522 Air Transportation, Nonscheduled1
  • SEC reviewing officeOffice of Energy & Transportation, Division of Corporation Finance1
  • Business address2860 Jetport Road, Kinston, NC 285041
  • Phone(252) 208-77151
  • Shares outstanding44,422,030 Common Class A shares; 49,930,000 Common Class B shares as of Feb 28, 20264
  • Public float$12.2M as of Jun 30, 20254
  • AuditorElliott Davis, PLLC, Charlotte, North Carolina PCAOB ID 149; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceFeb 22, 20211
  • Filings323 in all: 8-K (52), 4 (33), DEFA14A (30), CORRESP (19), 10-Q (17), 3 (17), UPLOAD (17), 424B3 (16)1
    All 43 form types

    SC 13G (12), SC 13G/A (12), EFFECT (10), POS AM (8), S-4/A (7), NT 10-Q (6), SCHEDULE 13D/A (6), 10-K (5), 424B5 (4), DEF 14A (4), PRER14A (4), S-1/A (4), S-3 (4), NT 10-K (3), PRE 14A (3), S-1 (3), S-3/A (3), SC 13D (3), 8-A12B (2), CERT (2), DEL AM (2), S-8 (2), 25 (1), 25-NSE (1), 3/A (1), 424B4 (1), ARS (1), AW (1), DEFM14A (1), DRS (1), PREM14A (1), RW (1), RW WD (1), S-4 (1), SC 13D/A (1)

  • Latest filingsAnnual report (10-K) Mar 5, 2026
    Quarterly report (10-Q) Aug 12, 2026
    Proxy statement (DEF 14A) Dec 2, 2025
    Latest 8-K (8-K) Sep 4, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common StockFLYXNYSE American LLC
Redeemable warrants, each whole warrantFLYX WSNYSE American LLC

From the cover page of the 10-K filed Mar 5, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks FLYEXCLUSIVE INC. names in Item 1A of its 10-K filed Mar 5, 2026: 68 risks under these headings, as written.4

  • Risks Relating to Our Business and Industry
  • The Proposed Merger of FlyX Merger Sub, Inc. and Jet.AI Merger Sub might not be completed on the terms or timeline currently contemplated, or at all.
  • During the pendency of the A&R Merger Agreement, flyExclusive might not be able to enter into a business combination with another party at a favorable price because of restrictions in the A&R Merger Agreement, which could adversely affect its business.
  • We might not be able to successfully implement our growth strategies.
  • Our operating results are expected to be difficult to predict based on a number of factors that also will affect our long-term performance.
  • In order to achieve our projected growth rate, we will require additional liquidity and capital resources that might not be available on terms that are favorable to us, or at all.
  • We might not be able to grow our complementary products and service offerings through opportunistic acquisitions or otherwise as part of our growth strategy. Any failure to adequately integrate future acquisitions into our business could have a material adverse effect on us.
  • We are exposed to the risk of a decrease in demand for private aviation services.
  • The private aviation industry is subject to competition.
  • The loss of key personnel upon whom we depend on to operate our business or the inability to attract additional qualified personnel could adversely affect our business.
  • The supply of pilots to the airline industry is limited and may negatively affect our operations and financial condition. Increases in our labor costs, which constitute a substantial portion of our total operating costs, may adversely affect our business, results of operations, and financial condition.
  • Pilot attrition may negatively affect our operations and financial condition.
The other 57 risks
  • We may be subject to unionization, work stoppages, slowdowns, or increased labor costs and the unionization of our pilots, maintenance workers, and inflight crewmembers could result in increased labor costs.
  • We may never realize the full value of our intangible assets or our long-lived assets, causing us to record impairments that may materially adversely affect our financial conditions and results of operations.
  • The residual value of our aircraft may be less than estimated in our depreciation policies.
  • Significant reliance on Gulfstream, Textron and Bombardier aircraft and spare parts poses risks to our business and prospects.
  • Significant reliance on certain third-party aircraft engine manufacturers and engine management companies poses risks to our owned and leased aircraft and operations.
  • We may incur substantial maintenance costs as part of our leased aircraft return obligations.
  • We are exposed to operational disruptions due to maintenance.
  • Our transition to in-house maintenance, repair, and overhaul activities could prove unsuccessful or impact key relationships.
  • Significant increases in fuel costs could have a material adverse effect on our business, financial condition, and results of operations.
  • Our insurance may become too difficult or expensive to obtain. If we are unable to maintain sufficient insurance coverage, it may materially and adversely impact our results of operations and financial position.
  • Our self-insurance programs may expose us to significant and unexpected costs and losses.
  • If our efforts to continue to build our strong brand identity and improve member satisfaction and loyalty are not successful, we might not be able to attract or retain customers, and our operating results may be adversely affected.
  • Any failure to offer high-quality customer support may harm our relationships with our customers and could adversely affect our reputation, brand, business, financial condition, and results of operations.
  • A delay or failure to identify and devise, invest in, and implement certain important technology, business, and other initiatives could have a material impact on our business, financial condition, and results of operations.
  • We rely on third-party internet, mobile, and other products and services to deliver our mobile and web applications and flight management system offerings, and any disruption of, or interference with, our use of those services could adversely affect our business, financial condition, results of operations, and customers.
  • We rely on third parties maintaining open marketplaces to distribute our mobile and web applications and to provide the software we use in certain of our products and offerings. If such third parties interfere with the distribution of our products or offerings, with our use of such software, or with the interoperability of our platform with such software, our business would be adversely affected.
  • We may incur increased costs to comply with privacy and data protection laws, regulations, and industry standards and, to the extent we fail to comply, we could be subject to government enforcement actions, private claims and litigation, and adverse publicity.
  • Any failure to maintain the security of personal or other confidential information that is stored in our information technology systems or by third parties on our behalf, whether as the result of cybersecurity breaches or otherwise, could damage our reputation, result in litigation or other legal actions against us, cause us to incur substantial additional costs, and materially adversely affect our business and operating results.
  • Our obligations in connection with our indebtedness and other contractual obligations could impair our liquidity and thereby harm our business, results of operations and financial condition.
  • Our ability to obtain financing or access capital markets may be limited.
  • We face a concentration of credit risk.
  • Aviation businesses are often affected by factors beyond their control including: air traffic congestion at airports; airport slot restrictions; air traffic control inefficiencies; increased and changing security measures; changing regulatory and governmental requirements; new or changing travel-related taxes; any of which could have a material adverse effect on our business, results of operations and financial condition.
  • Extreme weather, natural disasters, and other adverse events could have a material adverse effect on our business, results of operations, and financial condition.
  • We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.
  • Our business is primarily focused on certain targeted geographic regions, making us vulnerable to risks associated with having geographically concentrated operations.
  • The operation of aircraft is subject to various risks, and failure to maintain an acceptable safety record may have an adverse impact on our ability to obtain and retain customers.
  • Any damage to our reputation or brand image could adversely affect our business or financial results.
  • We could suffer losses and adverse publicity stemming from any accident involving our aircraft models operated by third parties.
  • Global macroeconomic conditions, geopolitical developments and other events outside of our control could have a material adverse effect on our business, results of operations, financial condition, and cash flows.
  • We are subject to certain restrictions on our business as a result of our participation in governmental programs under the CARES Act.
  • Terrorist activities or warnings have dramatically impacted the aviation industry and will likely continue to do so.
  • We lease our corporate headquarters and operations facilities from third-party affiliates and a failure to renew such leases could adversely affect our business.
  • It may ultimately be determined that we did not qualify for the Employee Retention Credit and we may be required to repay the ERC amounts received, which could have a material adverse effect on our business, results of operations and financial condition.
  • Legal and Regulatory Risks Relating to Our Business
  • We are subject to significant governmental regulation and changes in government regulations imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.
  • If applicable in the future, compliance with foreign ownership regulations could adversely impact our business
  • Revocation of permits, approvals, authorizations, and licenses may adversely affect us.
  • We are subject to various environmental and noise laws and regulations, which could have a material adverse effect on our business, results of operations, and financial condition.
  • Environmental regulation and liabilities, including new or developing laws and regulations, or our initiatives in response to pressure from our stakeholders may increase our costs of operations and adversely affect us.
  • The issuance of operating restrictions applicable to one of the fleet types we operate could have a material adverse effect on our business, results of operations, and financial condition.
  • We may become involved in litigation that may materially adversely affect us.
  • Risks Relating to Our Organization and Structure
  • Our only significant asset is our ownership interest in LGM and such ownership might not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our Class A Common Stock or satisfy our other financial obligations.
  • We are a “controlled company” within the meaning of the NYSE American listing standards and, as a result, qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • The multi-class structure of our Common Stock has the effect of concentrating voting power with our Chief Executive Officer, which will limit other stockholders’ ability to influence the outcomes of important transactions, including a change of control.
  • We cannot predict the impact our multi-class structure may have on the stock price of our Class A Common Stock.
  • We qualify as an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.
  • The requirements of being a public company may strain our resources and divert management’s attention.
  • We identified material weaknesses in our internal control over financial reporting, and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we fail to remediate any material weaknesses or if we otherwise fail to establish and maintain effective control over financial reporting, our ability to accurately and timely report our financial results could be adversely affected.
  • The Tax Receivable Agreement will require us to make cash payments to the Existing Equityholders in respect of certain tax benefits and such payments may be substantial. In certain cases, payments under the Tax Receivable Agreement may (i) exceed any actual tax benefits the Tax Group realizes or (ii) be accelerated.
  • Risks Related to Our Securities
  • There can be no assurance that we will be able to comply with the continued listing standards of NYSE American, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • We may redeem our Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.
  • If we raise capital in the future by issuing shares of common or preferred stock or other equity or equity-linked securities, convertible debt, or other hybrid equity securities, our then existing stockholders may experience dilution, such new securities may have rights senior to those of our common stock, and the market price of our common stock may be adversely effected.
  • The Company's Certificate of Incorporation contains forum limitations for certain disputes between us and our stockholders that could limit the ability of stockholders to bring claims against us or our directors, officers, and employees in jurisdictions preferred by stockholders.
  • We do not expect to declare any dividends in the foreseeable future.
  • If securities or industry analysts do not publish or cease publishing research or reports about our Company, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.
  • The issuance of shares of our Class A Common Stock upon the closing of the Proposed Merger of FlyX Merger Sub, Inc. and Jet.AI Merger Sub will dilute your ownership.
  • Substantial future sales of our Class A Common Stock by existing stockholders could cause the market price of our Class A Common Stock to decline.

Legal proceedings

Wheels Up Partners LLC v. Exclusive Jets, LLC

On June 30, 2023, Exclusive Jets, LLC (“Exclusive”) served Wheels Up Partners, LLC (“WUP”) a Notice of Termination of the parties’ Fleet Guaranteed Revenue Program Agreement, dated November 1, 2021 (the “GRP Agreement”) following material breaches of the GRP Agreement by WUP, including WUP’s failure to pay outstanding amounts owed to Exclusive under the GRP Agreement. Subsequently, on July 5, 2023, WUP filed a lawsuit against Exclusive in the United States District Court for the Southern District of New York (the “Initial Lawsuit”), alleging that Exclusive breached the GRP Agreement and the implied duty of good faith and fair dealing therein by wrongfully terminating the GRP Agreement. WUP contends that Exclusive did not have a right to terminate the GRP Agreement, that the termination was thus ineffective, and instead constituted a material breach of the GRP Agreement. WUP alleges this gave WUP the right to terminate the GRP Agreement, which WUP alleges it has done. WUP seeks compensatory damages in an unspecified amount and attorney’s fees and costs.

The opening of Item 3, Legal Proceedings.4

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