LAS VEGAS, NV, June 05, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. (NASDAQ: JTAI) (the “Company” or “Jet.AI”), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced that its Board of Directors has declared a distribution of the shares of Jet.AI SpinCo, Inc. (“SpinCo”) and established June 15, 2026 as the record date for determining stockholders entitled to participate in the distribution in connection with the proposed transaction with flyExclusive, Inc. (“flyExclusive”).
Stockholders of record of Jet.AI common stock as of June 15, 2026 will be entitled to receive, on a pro rata basis, all outstanding shares of SpinCo immediately prior to the completion of the merger between FlyX Merger Sub, Inc., a wholly owned subsidiary of flyExclusive, and SpinCo. Delivery of the SpinCo shares will occur immediately prior to the merger. Upon completion of the merger, the SpinCo shares distributed to Jet.AI stockholders will convert into the right to receive shares of flyExclusive Class A common stock, subject to the terms of the merger agreement.
The completion of the distribution and merger remains subject to stockholder approval and the satisfaction or waiver of customary closing conditions.
Vote “FOR” the Transaction
As this transaction requires an affirmative vote of a majority of the outstanding shares of Jet.AI common stock entitled to vote on this proposal, not voting has the same exact effect as voting “AGAINST” the deal.
The Company believes voting “FOR” the transaction offers compelling upside for stockholders and the potential to enhance long-term stockholder value. Upon the successful closure of the transaction, eligible stockholders will receive shares of flyExclusive, providing continued equity exposure to a vertically integrated U.S. private aviation business. At the same time, stockholders will retain 100% of their existing Jet.AI shares, preserving full exposure in Jet.AI’s AI infrastructure and data center business.
The transaction is intended to position Jet.AI to more efficiently dedicate its time, capital, and resources exclusively to advancing its growing AI infrastructure and data center strategy, while removing the overhang of the aviation assets and enabling stockholders to benefit from exposure to two distinct business opportunities.
Further supporting the transaction, Glass, Lewis & Co. (“Glass Lewis”), a leading independent provider of global proxy research and corporate governance advisory services, has recommended that Jet.AI stockholders vote “FOR” the proposed transaction.
How To Vote
Stockholders are highly encouraged to submit their proxy votes ahead of time using one of the following methods:
- Vote Online: Go to the secure website listed on your proxy card or voting instruction form and enter your unique control number.
- Vote by Phone: Use the toll-free number provided to you in your original proxy mailing.
- Vote by Mail: Simply sign, date, and mail back your proxy card in the prepaid envelope.
If you have questions about the proposed merger, or need assistance casting your vote, please contact our proxy solicitor:
Laurel Hill Advisory Group
Attn: John J. DePinto Jr.
Toll-Free Phone: 888.742.1305
Email: [email protected]
Special Meeting Information
The Special Meeting of Stockholders to approve the proposed merger and related transactions, including the distribution, is scheduled to take place virtually on June 11, 2026. Stockholders as of the close of business on the record date for the special meeting (May 8, 2026) are entitled to vote. Detailed instructions on how to vote online, by phone, or by mail can be found in the definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 4, 2026.
About Jet.AI Inc.
Jet.AI Inc. (NASDAQ: JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol "JTAI." To learn more, visit www.jet.ai.
Additional Information and Where to Find It
In connection with the transactions contemplated by the Amended and Restated Agreement and Plan of Merger and Reorganization, dated May 6, 2025, between Jet.AI, flyExclusive, FlyX Merger Sub, Inc., and Jet.AI SpinCo, Inc. (as amended, the "Merger Agreement"), flyExclusive has filed a Registration Statement on Form S-4 (File No. 333-284960) (as amended, the "Registration Statement") to register the shares of flyExclusive common stock that will be issued in connection with the proposed transactions. The Registration Statement was declared effective on April 30, 2026 and includes a preliminary proxy statement of the Company and a preliminary prospectus of flyExclusive. Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus, respectively (together, the "Proxy Statement/Prospectus"), with the SEC on May 4, 2026 and they each may file with the SEC other relevant documents concerning the proposed transactions. The definitive proxy statement and other relevant documents were mailed to Jet.AI stockholders as of May 8, 2026, the record date established for voting on the proposed transactions, in connection with Jet.AI's solicitation of proxies for the special meeting. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus, or any other document that the parties have filed or will file with the SEC, or send to stockholders, in connection with the proposed transactions.
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTIONS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, FLYEXCLUSIVE, AND THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
A copy of the Registration Statement, Proxy Statement/Prospectus, as well as other filings containing information about the Company, may be obtained, free of charge, at the SEC's website at www.sec.gov when they are filed. You will also be able to obtain these documents, when they are filed, free of charge, from the Company by accessing the Company's website at investors.jet.ai. Copies of the Registration Statement, the Proxy Statement/Prospectus and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to the Company at 10845 Griffith Peak Drive, Suite 200, Las Vegas, NV 89135, Attention: Board Secretary, or by phone at (702) 747-4000. The information on the Company's website is not, and shall not be deemed to be, a part of this communication or incorporated into other filings either company makes with the SEC.
Participants in the Solicitation of Proxies
Jet.AI, flyExclusive, and certain of their respective directors and officers may be deemed participants in the solicitation of proxies from Jet.AI's stockholders in connection with the proposed transactions. Jet.AI's stockholders and other interested persons may obtain, without charge, more detailed information regarding the names and interests in the proposed transactions of Jet.AI's directors and officers in the parties' filings with the SEC, including Jet.AI's annual reports on Form 10-K and quarterly reports on Form 10-Q. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Jet.AI's stockholders in connection with the proposed transactions and a description of their direct and indirect interests will be included in the definitive proxy statement/prospectus relating to the proposed transactions when it becomes available. Stockholders, potential investors and other interested persons should read the definitive proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above.
No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transactions are expected to be implemented solely pursuant to the legally binding definitive agreement, and which contains the material terms and conditions of the proposed transactions. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
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, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI's projected future results, and Jet.AI's perception of market conditions, including the expected timing of the closing and the future business strategy of Jet.AI. 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 Company, 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, including the failure to obtain stockholder approval, the failure to satisfy closing conditions, and broader market conditions. 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 can be found in the Company's most recent Annual Report on Form 10-K and subsequent reports filed 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.
Proxy Solicitor
Laurel Hill Advisory Group
Attn: John J. DePinto Jr.
Toll-Free Phone: 888.742.1305
Email: [email protected]
Investor Relations Contact:
Gateway Group, Inc.
949-574-3860
[email protected]