お知らせ • Jul 14
FlyExclusive, Inc. (NYSEAM:FLYX) completed the acquisition of the Aviation Business of Jet.AI Inc. (NasdaqCM:JTAI) for $ 25.6 million.
FlyExclusive, Inc. (NYSEAM:FLYX) entered a definitive agreement to acquire the Aviation Business of Jet.AI Inc. (NasdaqCM:JTAI) on February 13, 2025. The transaction will occur following Jet.AI’s spin of the business into a new company (“SpinCo”), which would then be acquired by flyExclusive (collectively, the “Business Combination”). Jet.AI shareholders will retain their Jet.AI stock and receive new Class A common shares in flyExclusive as part of the transaction. The purchase price shall be determined based on Jet.AI’s Net Cash multiplied by the Applicable Premium Percentage. Net Cash of at least $12 million is a condition to closing the Business Combination and will consist of the Company’s cash on hand (including any deposits held by Textron Aviation) subtracting any cash net working capital requirement mutually agreed upon, and transaction costs triggered by the closing of the Business Combination. To satisfy closing conditions and to meet the company’s ongoing financing requirements, Jet.AI has signed a $50 million non-binding term sheet with Hexstone Capital LP on economic terms substantially similar to those of its existing $16.5 million arrangement with Ionic Ventures LLC. Under certain circumstances, Jet.AI may be obligated to pay flyExclusive a termination fee of $0.65 million.
The transaction is subject to various closing conditions, including but not limited to Jet.AI financing, regulatory review, shareholder approval, registration statement on Form S-4 to effect the registration of the Merger Consideration Shares becoming effective, listing approval and each officer and director of SpinCo shall resign from each of his or her positions. The transaction is expected to close in the second quarter of 2025. As of May 6, 2025, the agreement and plan of merger and reorganization has been amended and restated to memorialize the manner in which the shares of flyExclusive Class A common stock will be delivered to the stockholders of SpinCo. As of July 30, 2025, the parties executed Amendment No. 1 to extend the "Outside Date" for the closing of the transaction from June 30, 2025, to October 31, 2025. This means that they have more time to complete the merger process. As of, 2025, due to U.S. government shutdown, the parties have mutually to extend the "Outside Date" for the closing of the transaction to December 31, 2025. On January 13, 2026, executed Amendment No. 3 to extend the Outside Date from December 31, 2025, to April 30, 2026. On February 11, 2026, executed Amendment No. 4 which eliminates the closing condition that would have required the Company to execute a new securities purchase agreement with a third-party investor, pursuant to which the Company would have issued the investor a warrant to purchase up to $50 million worth of shares of a newly-designated series of preferred stock. Additionally, the Amendment provides the Company with the ability to explore and negotiate potential post-closing strategic transactions, provided that any such transaction must be (i) conditioned upon the closing of the Transactions, and (ii) consummated after the closing of the Transactions. On June 2, 2026, Glass, Lewis & Co. recommended that Jet.AI stockholders vote FOR the proposed merger with flyExclusive, Inc. The Merger will be consummated during the first half of 2026. On June 8, 2026, Institutional Shareholder Services Inc. has recommended that Jet.AI stockholders vote for the proposed merger with flyExclusive at the upcoming special meeting of Stockholders scheduled for June 11, 2026. As of July 2, 2026, the transaction has been approved by the shareholders of Jet.AI Inc.
The team of Dykema Gossett PLLC led by Kate Bechen and Andrew Frost acted as legal advisor to Jet.AI Inc. The team of Wyrick Robbins Yates & Ponton LLP led by Larry E. Robbins and David P. Creekman acted as legal advisor to flyExclusive, Inc. Continental Stock Transfer & Trust Company acted as transfer agent to flyExclusive. Laurel Hill Advisory Group, LLC acted as information agent to Jet.AI. Newbridge Securities Corporation acted as financial advisor and provided fairness opinion to Jet.AI. Glass, Lewis & Co., LLC and Institutional Shareholder Services Inc. acted as transfer agent to flyExclusive and Jet.AI respectively. Jet.AI agreed to pay Newbridge a fee of $0.65 million, of which $0.65 million was paid upon delivery of the Opinion. On May 4, 2026, it was announced that the special meeting stockholders of Jet.AI Inc. will be held on June 11, 2026 in order to approve the transaction. On May 20, 2026, it was announced that the special meeting stockholders of Jet.AI Inc. will be held on June 11, 2026 in order to approve the transaction. Jet.AI Inc. is announcing that its stockholders have given preliminary approval for a proposed transaction with flyExclusive, Inc. The final vote will be certified on July 2, 2026.
The transaction is expected to be completed on or about July 7, 2026. On July 6, 2026, it was announced that the transaction has been approved by the stockholders of Jet.AI Inc at the special meeting held on July 2, 2026.
FlyExclusive, Inc. (NYSEAM:FLYX) completed the acquisition of the Aviation Business of Jet.AI Inc. (NasdaqCM:JTAI) for $25.6 million on July 13, 2026. The consideration consisted of an aggregate of 7,096,115 shares of flyExclusive Class A common stock. The terms of the transaction included an upfront payment of 5,676,892 shares approximately 80% of the consideration issued at closing. The remaining 1,957,402 shares approximately 20% are being held in reserve, contingent upon the final post-closing purchase price determination in 90 days. Concurrently and immediately prior to the merger, Jet.AI Inc. completed the spin-off of Jet.AI SpinCo, Inc. to its stockholders of record as of July 6, 2026.
