Proposed transaction provides
flyExclusive with additional growth capital and will add trading
liquidity through incremental equity ownership
Business combination transforms Jet.AI into a
pure-play AI solutions company
flyExclusive Inc. (NYSE American: FLYX), a publicly traded
provider of premium jet charter experiences, has entered a
definitive agreement to acquire the aviation business of Jet.AI
Inc. (NASDAQ: JTAI), an innovative private aviation and artificial
intelligence company.
flyExclusive will acquire the business in conjunction with
Jet.AI’s focus on being a pure-play AI solutions company. The
transaction will occur following Jet.AI’s spin of the business into
a new company (“SpinCo”), which would then be acquired by
flyExclusive (collectively, the “Business Combination”). Jet.AI
shareholders will retain their Jet.AI stock and receive new Class A
common shares in flyExclusive as part of the transaction. The
Business Combination is contingent upon the closing conditions
outlined in the agreement.
This strategic Business Combination is a natural fit for
flyExclusive to acquire Jet.AI’s aviation business, as both
companies operate planes from Textron Aviation and HondaJet and the
acquired assets will help support flyExclusive’s 2025 growth plans.
As one of the largest and most well-established companies in
private aviation, flyExclusive brings a robust fleet and leading
operational expertise. This deal is mutually beneficial as it is
expected to provide flyExclusive with additional growth capital and
enhanced shareholder liquidity and to allow Jet.AI to focus as a
pure-play AI solutions company.
flyExclusive’s Founder and Chief Executive Officer, Jim Segrave
noted “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.’
"This Business Combination with flyExclusive offers our
shareholders the opportunity to benefit from growth in both private
aviation and AI," said Jet.AI Founder and Executive Chairman Mike
Winston. "flyExclusive, the fifth-largest operator in the industry
by hours flown, is a natural fit, with clear synergies given the
common aircraft we operate.”
Transaction Details
The Business Combination is structured as an all-stock
transaction, spinning off Jet.AI’s charter business assets into the
SpinCo, which in turn will be acquired by flyExclusive. Key details
of the transaction include:
- Ownership: The Business Combination consideration will
be in the form of a number 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 prior to 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 aviation business
being spun-off.
- Purchase Price: The purchase price shall be determined
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 the Business Combination and will consist of the Company’s
cash on hand (including any deposits held by Textron Aviation)
subtracting any cash net working capital requirement mutually
agreed upon, and transaction costs triggered by the closing of the
Business Combination. To satisfy closing conditions and to meet the
company’s ongoing financing requirements, Jet.AI has signed a $50
million non-binding term sheet with Hexstone Capital LP on economic
terms substantially similar to those of its existing $16.5 million
arrangement with Ionic Ventures LLC. The applicable premium
percentage paid for the aviation business will be between 115% and
120% equivalent to a dollar value today contemplated in the range
of $12mm to $22mm, depending on the Net Cash value at the close of
transaction.
- Timing: The transaction is expected to close in the
second quarter of 2025, subject to various closing conditions,
including but not limited to Jet.AI financing, regulatory review,
and shareholder approval.
About flyExclusive flyExclusive is a vertically
integrated, FAA-certificated air carrier providing private jet
experiences by offering customers a choice of on-demand charter,
Jet Club, and fractional ownership services to destinations across
the globe. flyExclusive has one of the world’s largest fleets of
Cessna Citation aircraft, and it operates a combined total of
approximately 100 jets, ranging from light to large cabin sizes.
The company manages all aspects of the customer experience,
ensuring that every flight is on a modern, comfortable, and safe
aircraft. flyExclusive’s in-house repair station, aircraft paint,
cabin interior renovation, and avionics installation capabilities,
are all provided from its campus headquarters in Kinston, North
Carolina. To learn more, visit www.flyexclusive.com.
About Jet.AI Jet.AI currently operates in two segments,
Software and Aviation, respectively. The Software segment features
the B2C CharterGPT app, the Ava agentic booking AI, and the B2B
Jet.AI Operator platform. The CharterGPT app and Ava both use
natural language processing and machine learning to improve the
private jet booking experience. The Jet.AI operator platform offers
a suite of stand-alone software products to enable FAA Part 135
charter providers to add revenue, maximize efficiency, and reduce
environmental impact. The Aviation segment features jet aircraft
fractions, jet cards, on-fleet charter, management, and buyer’s
brokerage. Jet.AI is an official partner of the Las Vegas Golden
Knights, 2023 NHL Stanley Cup® champions. The Company was founded
in 2018 and is based in Las Vegas, NV and San Francisco, CA.
Additional Information and Where to Find It
In connection with the Business Combination, flyExclusive and
Jet.AI intend to file relevant materials with the SEC, including a
registration statement on Form S-4, which will include a proxy
statement/prospectus. After the registration statement is declared
effective by the SEC, the definitive proxy statement/prospectus and
other relevant documents will be mailed to the shareholders of
Jet.AI as of the record date established for voting on the Business
Combination and will contain important information about the
Business Combination and related matters. Shareholders of Jet.AI
and other interested persons are advised to read, when available,
these materials (including any amendments or supplements thereto)
and any other relevant documents in connection with Jet.AI’s
solicitation of proxies for the meeting of shareholders to be held
to approve, among other things, the proposed Business Combination
because they will contain important information about Jet.AI,
flyExclusive and the Business Combination. Shareholders will also
be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other relevant materials in connection with the transaction without
charge, once available, at the SEC’s website at www.sec.gov or by
directing a request to: Jet.AI Inc., 10845 Griffith Peak Drive,
Suite 200, Las Vegas, NV 89135, Attention: John Yi, email:
Jet.AI@gateway-grp.com or Telephone: (949) 574-3860.
Participants in the Solicitation
Jet.AI and its respective directors and executive officers may
be deemed participants in the solicitation of proxies from Jet.AI’s
shareholders in connection with the Business Combination. Jet.AI’s
shareholders and other interested persons may obtain, without
charge, more detailed information regarding the directors and
officers of Jet.AI as reflected in the annual report on Form 10-K
for the period ended December 31, 2023, filed with the SEC on April
1, 2024, as amended by Form 10-K/A filed on April 29, 2024.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Jet.AI’s
shareholders in connection with the Business Combination will be
set forth in the proxy statement/prospectus for the Business
Combination when available. Additional information regarding the
interests of participants in the solicitation of proxies in
connection with the Business Combination will be included in the
proxy statement/prospectus that flyExclusive and Jet.AI intend to
file with the SEC. You may obtain free copies of these documents as
described in the preceding paragraph.
flyExclusive and its directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
the shareholders of Jet.AI in connection with the Business
Combination. A list of the names of such directors and executive
officers and information regarding their interests in the Business
Combination will be included in the proxy statement/prospectus for
the Business Combination when available.
No Solicitation or Offer
This communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to
sell, subscribe for or buy any securities or the solicitation of
any vote in any jurisdiction pursuant to the Business Combination
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
Forward-Looking Statements This press release contains
certain statements that may be deemed to be “forward-looking
statements” within the meaning of the federal securities laws,
including the safe harbor provisions under the Private Securities
Litigation Reform Act of 1995, including with respect to Business
Combination and its potential benefits. Statements that are not
historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements relate
to future events or our future performance or future financial
condition. These forward-looking statements are not historical
facts, but rather are based on current expectations, estimates and
projections about our companies, our industry, our beliefs and our
assumptions. These forward-looking statements generally are
identified by the words “believe,” “project,” “expect,”
“anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions or
the negative of these terms or other similar expressions, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements are predictions,
projections and other statements about future events that are based
on current expectations and assumptions and, as a result, are
subject to risks and uncertainties that could cause the actual
results to differ materially from the expected results. As a
result, caution must be exercised in relying on forward-looking
statements, which speak only as of the date they were made. Factors
that could cause actual results to differ materially from those
expressed or implied in forward-looking statements include the risk
that the Business Combination might not be completed in a timely
manner or at all, which could adversely affect the price of
Jet.AI’s common stock or flyExclusive’s securities; the failure to
satisfy the conditions to the consummation of the Business
Combination, including required Jet.AI financing, board and
shareholder approvals; potential dilution to Jet.AI shareholders
from any financing; the occurrence of any event, change or other
circumstance that could give rise to the termination of the
definitive agreement for the Business Combination; the effect of
the announcement or pendency of the transaction on Jet.AI’s or
flyExclusive’s business generally; risks that the Business
Combination disrupts current plans or operations of Jet.AI or
flyExclusive; the outcome of any legal proceedings that may be
instituted against Jet.AI or flyExclusive related to the Business
Combination; the ability to realize any of the benefits anticipated
in the Business Combination; risks relating to agreements with
third parties; the companies’ ability to raise funding in the
future, as needed, and the terms of such funding, including
potential dilution caused thereby; the companies’ ability to
maintain the listing of its securities on a national securities
exchange; and those risks that can be found in the companies’ most
recent Annual Report on Form 10-K and subsequent filings with the
Securities and Exchange Commission. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Readers are cautioned not to put
undue reliance on forward-looking statements, and Jet.AI assumes no
obligation and does not intend to update or revise these
forward-looking statements, whether because of new information,
future events, or otherwise, except as provided by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250214042816/en/
flyExclusive Media: Jillian Wilson, Marketing Specialist
media@flyexclusive.com Investor Relations: Sloan Bohlen,
Solebury Strategic Communications investors@flyexclusive.com Jet.AI
Inc. Gateway Group, Inc. 949-574-3860 Jet.AI@gateway-grp.com
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