Jet.AI Closes Transaction with flyExclusive, Advancing Transition to a Pure-Play AI Infrastructure

Jet.AI Inc. (NASDAQ: JTAI) (“Jet.AI” or the “Company”) , an emerging provider of high-performance GPU infrastructure and AI cloud services, announced the successful closing of its merger transaction with flyExclusive, Inc. (“flyExclusive”), following stockholder approval at the Company’s reconvened Special Meeting of Stockholders and satisfaction of all remaining customary closing conditions.

In connection with the distribution, Jet.AI stockholders of record as of the close of business on July 6th, 2026, the record date for the distribution of shares of Jet.AI SpinCo, Inc. (“SpinCo”) common stock, were entitled to receive, on a pro rata basis, all outstanding shares of SpinCo, at a ratio of one share of SpinCo common stock for each share of the Company’s common stock. The distribution was completed on July 13, 2026, immediately prior to the merger.

Upon completion of the merger, the SpinCo shares distributed to the Company’s stockholders converted into the right to receive the merger consideration, as described in the merger agreement for the transaction and the Company's definitive proxy statement filed with the SEC on May 4, 2026, while retaining their existing Jet.AI shares. The merger consideration consists of an aggregate of 7,096,115 shares of flyExclusive Class A common stock, representing an aggregate exchange ratio of approximately 3.6253 shares of flyExclusive Class A common stock for each share of SpinCo common stock held. 5,676,892 shares of flyExclusive Class A common stock, representing approximately 80% of the merger consideration and an exchange ratio of approximately 2.9002 shares of flyExclusive Class A common stock for each share of SpinCo common stock held, were is...