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Merger / DESPAC
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KINSTON, NC and LAS VEGAS, NV — flyExclusive Inc. (NYSE American: FLYX) will acquire Jet.AI Inc.'s (NASDAQ: JTAI) aviation business in an all-stock transaction. This will allow Jet.AI to focus on its AI solutions. Jet.AI shareholders will retain their stock and receive flyExclusive Class A common shares. The acquisition is expected to provide flyExclusive with additional growth capital and increased shareholder liquidity, supporting its 2025 growth plans. The transaction is expected to close in the second quarter of 2025.
Transaction Details: The acquisition involves spinning off Jet.AI’s charter business into a new company (SpinCo), which flyExclusive will then acquire. The purchase price is based on Jet.AI's Net Cash, with a premium percentage between 115% and 120%. Jet.AI has secured a $50 million non-binding term sheet with Hexstone Capital LP to support the transaction and its ongoing financing needs.
Company statements: flyExclusive CEO Jim Segrave highlighted the strategic fit and benefits for investors. Jet.AI Founder and Executive Chairman Mike Winston emphasized the mutual benefits and the opportunity for shareholders to benefit from growth in both private aviation and AI.