Good afternoon. I'm Michael Winston, Executive Chairman and Interim Chief Executive Officer of Jet AI Incorporated. Welcome to the reconvened virtual special meeting of stockholders of Jet AI. This virtual special meeting was convened on June 11th, 2026, and adjourned to allow additional time for stockholders to vote on the proposals described in the definitive proxy statement for the meeting. I now call the reconvened meeting to order. Present today from Belk and McGossack PLLC is [Louis Kern.] Mr. Kern, at my request, will be acting as the secretary of today's meeting. Representing Continental Stock Transfer & Trust Company, which has been appointed to act as Inspector of Election in this meeting, is [Vincent Amodeo]. Before getting started, there are a few procedural matters I would like to go through. On the meeting webpage, you will find the agenda rules of conduct for this meeting.
The proposals we are presenting and voting on are listed as well. You may use "click here" to vote your proxy if you wish to vote or change your prior vote during this meeting. Also, we will not be entertaining questions. Mr. Secretary, would you please provide us with a report regarding the calling of the meeting and whether a quorum is present to transact business?
I've been informed that at least 1/3 of the shares entitled to vote at this meeting are either represented in person, via live audio-only webcast, or by proxy, and accordingly, a quorum is present. A complete alphabetical list of the stockholders of record entitled to notice of this stockholders' meeting, arranged by voting group and the number and class of shares held by each, is available for inspection from the company. Just before the meeting was convened, the Inspector of Election, Mr. Vince Amodeo, took and signed an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his abilities. Mr. Amodeo has also provided a certificate as to the number of shares of the Jet AI common stock present in person via the webcast or represented by proxy at the meeting.
With the secretary's report and declaration of quorum concluded, I now hand the meeting back to the chairman and interim CEO.
Thank you, Mr. Kern. There are two matters scheduled for consideration today, as described in our proxy statement/prospectus dated May 1st, 2026. First, with respect to proposal 1, the transaction proposal, stockholders are asked to approve and adopt a series of transactions, including the amended and restated agreement and plan of merger and reorganization. It is May 6, 2025, as amended, and by and among Jet AI Incorporated, FlyExclusive Incorporated, Jet AI SpinCo, Inc., the SpinCo, and FlyEx Merger Sub, the Merger Sub. Pursuant to which, as a condition to closing, Jet AI will distribute all of its shares of SpinCo on a pro rata basis to the stockholders of Jet AI. 2, Merger Sub will merge with and into SpinCo with SpinCo surviving the merger as a wholly owned subsidiary of flyExclusive.
The approval of the transaction proposal requires the affirmative vote of a majority of the outstanding shares of Jet AI common stock entitled to vote on the proposal. You may vote for or against, or you may abstain from voting. Abstentions and broker non-votes will have the same effect as against votes on proposal 1. Second, with respect to proposal 2, the adjournment proposal, stockholders are asked to approve the adjournment of a special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for or otherwise in connection with the approval of any of the proposals. The adjournment proposal will be presented only in the event that there are insufficient votes to approve the transaction proposal.
To be approved, the adjournment proposal must receive the affirmative vote of a majority in voting power of the votes cast by the stockholders present in person or by proxy and entitled to vote, meaning that the votes cast for must exceed the votes cast against. You may vote for or against, or you may abstain from voting. Abstentions will not be counted as votes cast and will have no effect on proposal 2, and no broker non-votes are expected because proposal 2 is a routine matter. Let's proceed to the voting. Polls are now open for voting on the proposal. The time now is 1:04 P.M. Pacific Time. Voting. All holders of common stock at the close of business on the record date, May 8th, 2026, may vote virtually or by proxy.
Those of you who have already voted on the internet or by returning your proxy card do not need to do anything more unless you wish to change your vote, in which case you may do so now by completing an online ballot. Anyone who has not voted by proxy and wishes to vote or change their vote via the live webcast may likewise do so now. We will now pause for 30 seconds to allow investors to vote. We now have all the ballots, and since those desiring to vote by ballot have done so, I hereby declare the polls closed as of 1:05 P.M. Pacific Time. The ballots and proxies will be held in the possession of the Inspector of Election. The Inspector of Election will tabulate the votes. Here are the results.
Based upon the proxies received prior to the meeting of today's meeting and the preliminary report from the Inspector of Election, I report the following. With respect to proposal one, the transaction proposal. As of the present time, the number of shares voted for the transaction proposal is not sufficient to constitute the affirmative vote of a majority of the outstanding shares of Jet AI common stock entitled to vote, which is the vote required to approve the transaction proposal. For 681,267 shares, against 4,353 shares. Abstentions 2,810 shares. Shares required for approval, 710,861 shares. We are close. Because there are insufficient votes at this time to approve the transaction proposal, we will now present proposal two of the adjournment proposal for a vote of the stockholders.
With respect to proposal two of the adjournment proposal, a majority in voting power of the votes cast by the stockholders present, in person or by proxy, and entitled to vote have been voted for the approval of the adjournment proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in connection with the approval of the transaction proposal. For 672,648 shares, against 9,832 shares. Abstentions 5,950 shares. Based on this information, I hereby declare that the adjournment proposal has been approved by the stockholders of Jet AI. Accordingly, pursuant to the authority granted by the stockholders under the adjournment proposal, and because there are at this time insufficient votes to approve the transaction proposal, I hereby adjourn the special meeting in order to permit further solicitation and vote of proxies in favor of the transaction proposal.
The special meeting will reconvene on July 2nd, 2026 at 4:00 P.M. Eastern Time. The reconvened meeting will be held in the same manner, entirely online via live audio-only webcast at https://www.cstproxy.com/jetai/sm2026. Stockholders of record as of the original record date of May 8th may remain entitled to vote at the reconvened special meeting. Proxies previously submitted will continue to be valid and will be voted at the reconvened meeting unless properly revoked. Stockholders who have already voted need to take no further action unless they wish to change their vote. Thank you for attending today's meeting. We are grateful for your continued interest and support, and we encourage all stockholders who have not yet voted to do so. Thank you.