flyExclusive Inc. (NYSE American: FLYX), a publicly traded provider of premium jet charter experiences, has entered into a definitive agreement to acquire the aviation business of Jet.AI Inc. (NASDAQ: JTAI), an innovative private aviation and artificial intelligence company. The deal involves spinning off Jet.AI’s charter business into a new company (SpinCo), which will then be acquired by flyExclusive in an all-stock transaction.
This strategic combination aims to provide flyExclusive with additional growth capital and enhanced shareholder liquidity, while transforming Jet.AI into a pure-play AI solutions company. The transaction is expected to close in the second quarter of 2025, subject to regulatory approval, shareholder consent, and closing conditions, including Jet.AI securing financing and maintaining at least $12 million in net cash.
The acquisition is valued between $12 million and $22 million, representing a premium of 115% to 120% over Jet.AI’s net cash at closing. Jet.AI shareholders will retain their existing stock and receive new Class A common shares in flyExclusive. To facilitate the deal, Jet.AI has signed a $50 million non-binding term sheet with Hexstone Capital LP.
This acquisition represents a strategic move in the consolidating private aviation sector. flyExclusive, the fifth-largest operator in the industry by hours flown, gains access to Jet.AI’s aviation assets, including aircraft from Textron Aviation and HondaJet, which complement flyExclusive’s existing fleet. The all-stock structure preserves cash for operations and expansion, while offering Jet.AI shareholders continued exposure to both the private aviation and AI sectors through their holdings in flyExclusive and Jet.AI.
“The proposed transaction with Jet.AI is the latest example of the value flyExclusive’s vertically integrated private aviation platform provides to industry participants,” said Jim Segrave, flyExclusive’s Founder and CEO. “The transaction benefits flyExclusive investors and will augment our continued growth and market share expansion as an industry leader.”
Mike Winston, Founder and Executive Chairman of Jet.AI, added, “This business combination with flyExclusive offers our shareholders the opportunity to benefit from growth in both private aviation and AI. flyExclusive, with clear synergies given the common aircraft we operate, is a natural fit.”
The deal allows Jet.AI to focus on its AI solutions, including its CharterGPT app, Ava agentic booking AI, and Jet.AI Operator platform, which use natural language processing and machine learning to enhance the private jet booking experience and provide operational efficiency for charter providers.
This transaction is expected to create a stronger, more diversified company in the private aviation industry, with flyExclusive gaining growth capital and Jet.AI sharpening its focus on AI solutions. The success of the deal, however, hinges on securing financing, regulatory approvals, and shareholder support.