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Jet.AI Announces Adjournment of Previously Scheduled Special Meeting of Stockholders

(Moderate)
(Neutral)
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AI

Jet.AI (NASDAQ:JTAI) convened and adjourned its June 11, 2026 Special Meeting to allow more time for stockholders to vote on the proposed flyExclusive transaction. As of the May 8, 2026 record date, 486,285 of 1,421,721 shares (34.2%) were represented, with about 99% of votes cast favoring the deal. The meeting will reconvene virtually on June 23, 2026, at 4:00 p.m. Eastern time, using the same online link.

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Positive

  • Approximately 99% of the 486,285 votes cast support the flyExclusive transaction
  • Special meeting reconvenes on June 23, 2026, giving more time to gather votes

Negative

  • Only 34.2% of outstanding shares were represented at the June 11, 2026 special meeting
  • Transaction requires a majority of outstanding shares; non-votes have the same effect as votes against

News Market Reaction – JTAI

-13.89%
12 alerts
-13.89% News Effect
+2.0% Peak Tracked
-16.9% Trough Tracked
-$2M Valuation Impact
$11.44M Market Cap
0.8x Rel. Volume

On the day this news was published, JTAI declined 13.89%, reflecting a significant negative market reaction. Argus tracked a peak move of +2.0% during that session. Argus tracked a trough of -16.9% from its starting point during tracking. Our momentum scanner triggered 12 alerts that day, indicating notable trading interest and price volatility. This price movement removed approximately $2M from the company's valuation, bringing the market cap to $11.44M at that time.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -13.9% in the session following this news. A negative reaction despite procedural ...
Analysis

The stock dropped -13.9% in the session following this news. A negative reaction despite procedural progress on the flyExclusive vote would fit prior patterns, where AI-tagged announcements averaged a -8.62% move and several strategic updates saw selling pressure. Even with roughly 99% of 486,285 votes cast in favor, concerns could center on execution risk or future capital needs under the $250 million shelf. Historical volatility suggests outcomes around major corporate actions have been uneven.

Key Figures

Shares entitled to vote: 1,421,721 shares Shares represented: 486,285 shares Participation rate: 34.2% +3 more
6 metrics
Shares entitled to vote 1,421,721 shares Common stock outstanding and entitled to vote as of May 8, 2026 record date
Shares represented 486,285 shares Shares present in person or by valid proxy at Special Meeting
Participation rate 34.2% Portion of outstanding shares represented at Special Meeting
Votes for transaction 99% of 486,285 votes Support level among votes already cast on flyExclusive transaction
Original meeting date June 11, 2026 Initial date scheduled for Special Meeting of stockholders
Reconvened meeting time June 23, 2026, 4:00 p.m. ET New date and time for reconvened Special Meeting

Previous AI Reports

5 past events · Latest: Jun 10 (Positive)
Same Type Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jun 10 Conference presentation Positive -5.3% Announcement of presentation at Maxim AI Data Center Summit.
Jun 09 Strategic review Neutral -7.4% Board-led review of strategic alternatives for SpaceX equity interest.
Jun 05 SpinCo record date Positive -9.5% Set record date to distribute SpinCo shares tied to flyExclusive deal.
May 20 Merger vote set Positive +4.9% Announced Special Meeting to vote on flyExclusive merger and AI pivot.
Apr 08 SpaceX exposure Positive -25.8% Disclosed $5M SPV economic interest tied to SpaceX and xAI.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent AI-tagged news often saw negative price reactions, with several strategic AI and SpaceX-related updates followed by selloffs despite generally constructive narratives.

Recent Company History

Over the last few months, Jet.AI has issued multiple AI-focused updates, including investment exposure to SpaceX/xAI (April 8, 2026), setting a Special Meeting to vote on the flyExclusive merger and AI pivot (May 20, 2026), and establishing a record date for SpinCo share distribution (June 5, 2026). It also launched a review of strategic alternatives for its SpaceX interest (June 9, 2026) and announced participation in an AI data center summit (June 10, 2026). Today’s Special Meeting adjournment ties directly into that ongoing flyExclusive transaction process.

Key Terms

definitive proxy statement, special meeting, record date, valid proxies, +1 more
5 terms
definitive proxy statement regulatory
"to vote on the proposals described in the Company’s definitive proxy statement"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
special meeting regulatory
"its previously scheduled Special Meeting of Stockholders (the “Special Meeting”)"
A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.
record date regulatory
"As of the close of business on May 8, 2026, the record date for the Special Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
valid proxies regulatory
"were represented in person or by valid proxies at the Special Meeting"
Valid proxies are ballots or written authorizations that shareholders submit to vote on corporate matters that meet legal and company rules, meaning they are signed, dated, and cast in the proper form and timeframe. They matter to investors because these accepted votes determine control over decisions like electing directors or approving deals — like a signed permission slip that actually counts, with the power to change company strategy and potentially affect the stock price.
proxy solicitation agent regulatory
"please contact Jet.AI's proxy solicitation agent, Laurel Hill Advisory Group"
A proxy solicitation agent is a professional or firm hired to contact shareholders and gather their voting instructions for corporate matters such as board elections or mergers. Think of them as a trusted messenger who explains the choices, collects permission slips, and reports back so a company or shareholder group can accurately count votes; investors care because effective solicitation can sway outcomes that affect management, strategy, and shareholder value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LAS VEGAS, NV, June 11, 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, announced that its previously scheduled Special Meeting of Stockholders (the “Special Meeting”), originally scheduled for June 11, 2026, was convened and adjourned, to allow additional time for stockholders to vote on the proposals described in the Company’s definitive proxy statement in relation to the flyExclusive, Inc. transaction.

As of the close of business on May 8, 2026, the record date for the Special Meeting, there were 1,421,721 shares of the Company’s common stock outstanding and entitled to vote at the Special Meeting. A total of 486,285 shares of the Company’s common stock, representing approximately 34.2% of the shares outstanding and entitled to vote, were represented in person or by valid proxies at the Special Meeting. Approximately 99% of the 486,285 votes already cast as of the date were in favor of the transaction.

The Special Meeting will reconvene on June 23, 2026, at 4:00 p.m. Eastern time. The reconvened Special Meeting will be held at the same virtual meeting link: https://www.cstproxy.com/jetai/sm2026. There is no change to the record date for those stockholders who are eligible to vote at the Special Meeting or the purpose of, or any of the proposals to be acted upon at, the reconvened Special Meeting. Stockholders who have already submitted proxies or voting instructions need not take any further action unless they wish to change their vote. Proxies previously submitted will be voted at the Special Meeting as reconvened unless properly revoked in accordance with the procedures described in the Proxy Statement.

Your Vote is Critical
Because this transaction requires a definitive majority threshold of outstanding shares to pass, not voting has the same exact effect as voting "AGAINST" the deal. Every single share matters. Stockholders are highly encouraged to submit their proxy votes ahead of time using one of the following quick 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.

Questions or Need Assistance Voting?
If you have questions regarding the transaction or require assistance casting your vote, please contact Jet.AI's proxy solicitation agent, Laurel Hill Advisory Group, immediately at 888.742.1305 or via email at JTAI@laurelhill.com.

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.

Investor Relations Contact:
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com


FAQ

Why did Jet.AI (NASDAQ:JTAI) adjourn its June 11, 2026 special meeting?

Jet.AI adjourned the June 11, 2026 special meeting to allow more time for stockholders to vote on the flyExclusive transaction. According to Jet.AI, the proposals need a majority of outstanding shares, so additional participation is important.

When will Jet.AI’s reconvened special meeting for the flyExclusive transaction take place?

The reconvened Jet.AI special meeting will be held on June 23, 2026, at 4:00 p.m. Eastern time. According to Jet.AI, it will use the same virtual meeting link and maintain the May 8, 2026 record date.

How many Jet.AI (JTAI) shares voted on the flyExclusive deal and what were the results?

Jet.AI reported that 486,285 shares, or about 34.2% of outstanding shares, were represented at the special meeting. According to Jet.AI, approximately 99% of votes cast favored the flyExclusive transaction as of that date.

What does not voting on the Jet.AI (JTAI) flyExclusive transaction mean for shareholders?

Not voting on the Jet.AI flyExclusive transaction has the same effect as voting against the deal. According to Jet.AI, the transaction requires a majority of outstanding shares, so every unvoted share effectively counts toward failing the proposals.

How can Jet.AI (NASDAQ:JTAI) stockholders vote their shares for the June 23, 2026 special meeting?

Jet.AI stockholders can vote online, by phone, or by mail using details on their proxy materials. According to Jet.AI, investors should use their unique control number and can also contact Laurel Hill Advisory Group for assistance.

Who should Jet.AI (JTAI) investors contact with questions about voting on the flyExclusive deal?

Investors with questions about the flyExclusive transaction or voting can contact Laurel Hill Advisory Group. According to Jet.AI, Laurel Hill is the proxy solicitation agent and is available at 888.742.1305 or via email at JTAI@laurelhill.com.