This is the release the whole Jet.AI arc begins with. Its own expected timetable — a second-quarter 2025 close — was overtaken by events; the transaction actually completed in July 2026.

flyExclusive entered a definitive agreement to acquire the aviation business of Jet.AI Inc. The transaction was structured to occur after Jet.AI spun the business into a new company, which flyExclusive would then acquire. Jet.AI shareholders would retain their Jet.AI stock and receive new flyExclusive Class A common shares.

Why the two fitted together

Both companies operated aircraft from Textron Aviation and HondaJet, so the acquired assets supported flyExclusive’s existing fleet plans rather than adding new types to maintain. The structure was also designed to give flyExclusive additional growth capital and enhanced shareholder liquidity, and to let Jet.AI concentrate as a pure-play AI solutions company.

How the price worked

• Consideration in flyExclusive Class A common stock, calculated as the purchase price divided by the average volume-weighted average price of flyExclusive stock over the thirty trading days before the effective date.
• Purchase price determined by Jet.AI’s net cash multiplied by an applicable premium percentage of between 115% and 120%.
• Net cash of at least $12 million was a condition to closing; the contemplated dollar value at the time was in the range of $12 million to $22 million depending on net cash at close.
• To satisfy closing conditions and its own financing needs, Jet.AI signed a $50 million non-binding term sheet with Hexstone Capital LP on economic terms substantially similar to its existing $16.5 million arrangement with Ionic Ventures LLC.

What was being acquired

Jet.AI’s charter business assets: jet aircraft fractions, jet cards, on-fleet charter, management and buyer’s brokerage operations.

The proposed transaction with Jet.AI is the latest example of the value flyExclusive’s vertically integrated private aviation platform provides to industry participants. The transaction benefits flyExclusive investors and will augment our continued growth and market share expansion as an industry leader. Additional growth capital and new shareholders provide an early tailwind in 2025 as we onboard additional high-performance aircraft and serve strong demand for our differentiated customer service.

Jim Segrave, Founder and Chief Executive Officer, flyExclusive

This Business Combination with flyExclusive offers our shareholders the opportunity to benefit from growth in both private aviation and AI. flyExclusive, the fifth-largest operator in the industry by hours flown, is a natural fit, with clear synergies given the common aircraft we operate.

Mike Winston, Founder and Executive Chairman, Jet.AI

The transaction closed on 14 July 2026 — see flyExclusive completes the Jet.AI aviation asset acquisition.

Based on the company press release of 14 February 2025. Read the original on the flyExclusive investor relations site.