The deal will see FlyExclusive acquire Jet AI’s charter and management business as well as delivery slots for CJ3+ light jets.
Jet AI stockholders have approved its proposed transaction with FlyExclusive at a reconvened special meeting held last Thursday.
The transaction enables Jet AI to continue its transition toward a pure-play artificial intelligence infrastructure and solutions company.
FlyExclusive expands its private aviation platform, including securing firm orders for Citation CJ3+ light aircraft.
The transaction is expected to officially close today or tomorrow, according to separate announcements from each company.
FlyExclusive Chairman and CEO Jim Segrave said, “With stockholder approval now behind us, we’re focused on executing.”
The deal was originally announced in February 2025.
Segrave continued, “We continue to modernize our fleet, expand our recurring revenue base, and build one of the largest and most efficient private aviation platforms in North America,” adding, “We believe those fundamentals position flyExclusive to continue creating long-term value for shareholders.”
Jet AI Executive Chairman Mike Winston said, “Approval of the transaction advances our plan to sharpen Jet.AI’s focus on AI infrastructure and cloud services while allowing our stockholders to participate in FlyExclusive’s continued growth in the private aviation space.”
The deal is structured as an all-stock transaction.
FlyExclusive called the deal a “significant transaction milestone and allows management to remain focused on executing the company’s operating strategy and continuing its recent financial momentum.
It spins off Jet AI’s charter business assets into the SpinCo.
SpinCo is acquired by FlyExclusive.
Consideration will be in the form of fully paid and non-assessable shares of Class A common stock of flyExclusive equal to the quotient of the purchase price, divided by the average volume-weighted average price of FlyExclusive’s stock for the thirty trading days immediately before the effective date.
Jet.AI shareholders will retain their Jet.AI stock while receiving new Class A common shares in FlyExclusive to account for the portion of the spun-off aviation business.
The final purchase price will be 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.
It will consist of cash on hand.
That includes deposits held by Textron Aviation, minus any mutually agreed-upon cash net working capital requirement, and transaction costs triggered by the deal’s closing.
READ: Private Aviation Deal Book
Jet AI took flight as Jet Token in 2021.
It started by selling fractional shares on a HondaJet fleet operated by Cirrus Aviation.
It then expanded to jet cards.
After, it transitioned to a charter broker, aircraft management, and empty-leg technology.
Both companies went public via 2023 SPAC IPOs.
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