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FLYEXCLUSIVE INC. — M&A Activity 2026
Apr 14, 2026
33092_rf_2026-04-14_ec24a155-32fc-4c63-9093-3a41db2a5176.zip
M&A Activity
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| Calculation of Filing Fee Tables |
|---|
| S-4 |
| FLYEXCLUSIVE INC. |
Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable
| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||
|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | ||||||||
| Fees to be Paid | 1 | Equity | Class A Common Stock, par value $0.0001 per share | Other | 14,000,000 | $ 30,730,000.00 | 0.0001381 | $ 4,243.81 |
| Fees Previously Paid | ||||||||
| Carry Forward Securities | ||||||||
| Carry Forward Securities | ||||||||
| Total Offering Amounts: | $ 30,730,000.00 | $ 4,243.81 | ||||||
| Total Fees Previously Paid: | $ 0.00 | |||||||
| Total Fee Offsets: | $ 4,243.81 | |||||||
| Net Fee Due: | $ 0.00 |
Offering Note
| 1 — Amount of Securities to be Received or Cancelled | Value per Share of Securities to be Received or Cancelled | Total Value of Securities to be Received or Cancelled | Maximum Aggregate Offering Price |
|---|---|---|---|
| 14,000,000 | $ 2.195 | $ 30,730,000.00 | $ 30,730,000.00 |
Table 2: Fee Offset Claims and Sources ☐Not Applicable
| Form or Filing Type | File Number | Initial Filing Date | Fee Offset Claimed | ||
|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||
| Fee Offset Claims | 1 | S-4 | 333-284960 | 02/14/2025 | $ 3,956.10 |
| Fee Offset Claims | 2 | S-4 | 333-284960 | 02/14/2025 | $ 287.71 |
| Fee Offset Sources | FLYEXCLUSIVE, INC. | S-4 | 333-284960 | 02/14/2025 | $ 3,956.10 |
| Fee Offset Sources | FLYEXCLUSIVE, INC. | S-4 | 333-284960 | 05/06/2025 | $ 287.71 |
| Rule 457(p) | |||||
| Fee Offset Claims | |||||
| Fee Offset Sources |
Explanation of the basis for claimed offset:
| 1 | This registration statement previously proposed to register 10,000,000 shares of Company Class A common stock. A registration fee of $4,547.10 was paid in connection with such shares, with $3,956.10 paid alongisde the initial S-4 on 2/14/2025, and an incremental registration fee paid with a S-4/A on 5/6/2025 in the amount of $591.00. The 10,000,000 shares of Company Class A common stock were previously estimated to be the maximum number of shares of Company Class A common stock that would have been issued to holders of Jet.AI, Inc. ("Jet.AI") capital stock and applicable equity awards in connection with the Merger (as previously defined under "Explanatory Note" and described in this registration statement) pursuant to the transactions described in the Consent Solicitation Statement/Prospectus previously contained in this registration statement and as contemplated by that certain Amended and Restated Agreement and Plan of Merger and Reorganization, as amended, by and among the Company, Jet.AI, Jet.AI SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of Jet.AI ("SpinCo"), and FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive ("Merger Sub"), dated May 6, 2025. In accordance with Rules 457(b) and 0-11(a)(2) under the Securities Act, the Company is using $4,243.81 of the unused filing fees to offset the filing fee payable in connection with this amendment to this registration statement. No registration fee is due to be paid at this time. As of the date of this filing there is $303.29 remaining for future fee offsets. |
|---|---|
| 2 | This registration statement previously proposed to register 10,000,000 shares of Company Class A common stock. A registration fee of $4,547.10 was paid in connection with such shares, with $3,956.10 paid alongisde the initial S-4 on 2/14/2025, and an incremental registration fee paid with a S-4/A on 5/6/2025 in the amount of $591.00. The 10,000,000 shares of Company Class A common stock were previously estimated to be the maximum number of shares of Company Class A common stock that would have been issued to holders of Jet.AI, Inc. ("Jet.AI") capital stock and applicable equity awards in connection with the Merger (as previously defined under "Explanatory Note" and described in this registration statement) pursuant to the transactions described in the Consent Solicitation Statement/Prospectus previously contained in this registration statement and as contemplated by that certain Amended and Restated Agreement and Plan of Merger and Reorganization, as amended, by and among the Company, Jet.AI, Jet.AI SpinCo, Inc., a Delaware corporation and wholly owned subsidiary of Jet.AI ("SpinCo"), and FlyX Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of flyExclusive ("Merger Sub"), dated May 6, 2025. In accordance with Rules 457(b) and 0-11(a)(2) under the Securities Act, the Company is using $4,243.81 of the unused filing fees to offset the filing fee payable in connection with this amendment to this registration statement. No registration fee is due to be paid at this time. As of the date of this filing there is $303.29 remaining for future fee offsets. |
Table 3: Combined Prospectuses ☑Not Applicable
Security Type Security Class Title Amount of Securities Previously Registered Maximum Aggregate Offering Price of Securities Previously Registered Form Type File Number Initial Effective Date
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