Jet.AI Announces Letter of Intent for New Merger and related Spin-Off of Data Center Business
Rhea-AI Summary
Jet.AI (NASDAQ:JTAI) announced it has signed a non-binding letter of intent for a proposed business combination with an unnamed privately held operating company valued at approximately $320 million in total enterprise value. According to Jet.AI, roughly $20 million, or about 5–6% of the pro-forma company, is expected to be allocated to existing Jet.AI shareholders.
The contemplated structure would give Jet.AI stockholders equity in two public companies: (1) the combined company, where Jet.AI would merge with the Counterparty and initially continue trading under the JTAI ticker, and (2) a new independent public data center company created via a spin-off of Jet.AI’s data center business and its ownership interest in AIIA Sponsor Ltd. Shares of the new company would be distributed to current Jet.AI stockholders through a Form 10-registered distribution, and the Nasdaq ticker DCTR has been reserved for this entity.
Jet.AI emphasized that the LOI is non-binding and completion of both the merger and the spin-off is subject to due diligence, definitive agreements, and multiple approvals, with no assurance that either transaction will be completed.
Positive
- $320 million proposed enterprise value for combined company
- Jet.AI shareholders allocated approximately $20 million or 5–6% of pro-forma entity
- Planned spin-off of data center business and AIIA Sponsor stake into new public company
- New data center entity expected to list on Nasdaq under reserved ticker DCTR
- Structure designed to provide shareholders equity in two separate public companies
Negative
- Letter of intent is non-binding and may not result in a transaction
- Completion subject to due diligence, definitive agreements, and multiple regulatory and shareholder approvals
- No assurance merger or spin-off will occur on described terms, or at all
- Key Counterparty identity and commercial terms remain confidential and undisclosed
News Market Reaction – JTAI
In the Jul 14 session, JTAI declined 15.01%, reflecting a significant negative market reaction. Argus tracked a peak move of +46.9% during that session. Argus tracked a trough of -49.5% from its starting point during tracking. Our momentum scanner triggered 261 alerts that day, indicating exceptionally high trading interest and price volatility. Trading volume was exceptionally heavy at 179.9x the daily average, suggesting significant selling pressure.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Acquisition,AI Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 17 | Merger investor guide | Positive | +4.9% | Investor guide clarifying economics of proposed flyExclusive merger and SpinCo structure. |
| May 01 | S-4 effectiveness | Positive | +3.2% | SEC effectiveness of flyExclusive Form S-4 advancing merger toward vote and closing phase. |
| May 01 | Acquisition update | Positive | +3.2% | flyExclusive update on S-4 effectiveness for acquisition of Jet.AI aviation operating business. |
| Apr 20 | Merger timing update | Positive | -4.7% | Extension of merger outside date and Q2 2026 closing timeline after SEC review progress. |
| Feb 12 | Merger amendment | Positive | -0.3% | Amendment removing $50 million preferred financing condition and confirming sufficient net working capital. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Acquisition/AI-tagged announcements have produced a mixed but slightly positive average move of about 1.28%, with both strong gains and notable selloffs on deal-related updates.
Key Terms
letter of intent financial
enterprise value financial
form 10 regulatory
nasdaq listing requirements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Proposed business combination and spin-off designed to provide stockholders with equity in two public companies
LAS VEGAS, July 14, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. (NASDAQ: JTAI) (“Jet.AI” or the “Company”), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced that it has entered into a non-binding letter of intent (the “LOI”) for a proposed business combination with a privately held operating company (the “Counterparty”). The proposed transaction is expected to be priced at approximately
The proposed transaction would result in Jet.AI stockholders owning shares in two publicly traded companies.
- The combined company. Jet.AI would merge with the Counterparty and would initially continue to trade under the existing “JTAI” ticker.
- A new data center company. As a condition of the proposed transaction, Jet.AI would spin off its data center business, together with its ownership interest in AIIA Sponsor Ltd. (the sponsor of AI Infrastructure Acquisition Corp.), into a new independent public company. Shares of the new company would be distributed to existing Jet.AI stockholders through a distribution registered with the U.S. Securities and Exchange Commission on Form 10. In anticipation of the spin-off, the NASDAQ ticker symbol DCTR has been reserved.
“Shareholders want to know what the future holds for the company following the successful flyExclusive transaction,” said Mike Winston, Founder and Chairman of Jet.AI. “Today’s announcement shows our continued push in the data center business while continuing to remain opportunistic when we believe a compelling transaction presents itself. The structure is designed to yet again deliver value to our stockholders on two fronts: continued ownership in our data center business through the new spin-off company and participation in the future of a high growth Counterparty. We look forward to working toward definitive agreements in the period ahead.”
Transaction Status
The LOI is non-binding and does not obligate either party to consummate the proposed transaction. Completion of the proposed transaction remains subject to, among other things, satisfactory completion of due diligence, the negotiation and execution of definitive agreements, and the receipt of all required board, stockholder and regulatory approvals, including compliance with applicable Nasdaq listing requirements. There can be no assurance that definitive agreements will be executed or that the proposed transaction, or the contemplated spin-off, will be completed on the terms described, or at all. The Company does not intend to provide further updates regarding the proposed transaction unless and until it determines that additional disclosure is required or appropriate.
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.
No Offer or Solicitation
This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
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 potential transactions 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 negotiate and enter into definitive transaction documents 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
