The transaction selling Jet.AI’s aviation division to FlyExclusive has been pending since it was announced in February 2025.
Las Vegas-based Jet.AI provided an update on its long-pending transaction with FlyExclusive.
The update came via a letter to shareholders and a press release issued earlier this week.
The deal was announced in February 2025, but has yet to be completed.
Executive Chairman Mike Winston wrote shareholders, “We are in the final stages of selling our aviation business to flyExclusive, one of the largest private jet operators in the United States,” adding, “When the transaction closes, our shareholders will own two distinct securities: JTAI, focused on AI data center infrastructure, and FLYX, a growing pure-play private aviation company.”
He said, “The transaction has now been under SEC review for roughly a year, largely due to a single remaining accounting comment related to a technical disclosure at flyExclusive for the 2023 period.”
Winston called it “an edge case.”
He added, “[It] has taken longer than anyone would have liked to resolve.”
Winston said, “Both parties have worked diligently to address the comment,” adding, “If the matter continues to linger, it may resolve itself with the passage of time.”
Per the Jet.AI boss:
‘As flyExclusive files its next Form 10-K to report its 2024-2025 financials, it subsequently will also update the S-4 to include the newly filed 10-K, which would eliminate the presentation of 2023 altogether.’
Winston also outlined the impact on his shareholders.
He told them, “By way of example, if we close the deal with the $12 million minimum positive net working capital requirement, JTAI shareholders would receive, as of January 29th, 2026, approximately four million shares of flyExclusive stock at the most recent closing price (which was $3.32 per share on that date).”
He noted, “That equates to about $13.4 million of value in return for $12 million of assets, and working capital, which once transferred will reduce our operating expenses 30%.”
READ: Private Aviation M&A Deal Book
Jet.AI took flight in 2021 as a HondaJet fractional and quickly added jet cards.
It later pivoted away from the VLJ.
If the transaction goes through, FlyExclusive will gain access to a pending Jet.AI order with Textron Aviation for light jets.
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