Jet.AI Announces New Record Date for Distribution of SpinCo Shares in Connection with Proposed flyExclusive Transaction
Rhea-AI Summary
Jet.AI (NASDAQ:JTAI) set June 25, 2026 as the new record date for stockholders eligible to receive shares of Jet.AI SpinCo in connection with the proposed flyExclusive transaction. SpinCo shares will be distributed pro rata and are expected to be delivered immediately before the merger with flyExclusive’s subsidiary.
After the merger closes, these SpinCo shares will convert into the right to receive flyExclusive Class A common stock, subject to stockholder approval and closing conditions. Jet.AI’s Special Meeting reconvenes on June 23, 2026 at 4:00 p.m. ET, and the Board urges stockholders to vote FOR the transaction.
Positive
- New record date of June 25, 2026 clarifies SpinCo share distribution eligibility
- SpinCo shares expected to convert into flyExclusive Class A common stock upon merger completion
- Pro rata distribution means all eligible Jet.AI stockholders participate based on their holdings
- Both ISS and Glass Lewis recommend voting FOR the proposed flyExclusive transaction
- Board of directors strongly supports and urges approval of the flyExclusive deal
Negative
- Distribution and merger remain subject to stockholder approval
- Completion depends on satisfaction or waiver of customary closing conditions
- Transaction requires an affirmative vote of a majority of all outstanding voting shares
News Market Reaction – JTAI
In the Jun 15 session, JTAI declined 5.33%, reflecting a notable negative market reaction. Argus tracked a trough of -19.0% from its starting point during tracking. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous AI Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jun 11 | Meeting adjournment | Neutral | -13.9% | Adjourned special meeting to secure more votes on flyExclusive transaction. |
| Jun 10 | Conference presentation | Neutral | -5.3% | Planned presentation at AI data center summit on infrastructure challenges. |
| Jun 09 | Strategic review | Neutral | -7.4% | Board-led review of strategic alternatives for SpaceX-related equity interest. |
| Jun 05 | SpinCo record date | Neutral | -9.5% | Initial setting of record date for SpinCo share distribution tied to flyExclusive deal. |
| May 20 | Deal announcement | Neutral | +4.9% | Announcement of special meeting to vote on flyExclusive deal and AI pivot. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent AI-tagged announcements have often coincided with negative next-day moves, with an average change of -6.23% across the last five such events.
Over the past month, Jet.AI has repeatedly updated investors on the proposed flyExclusive transaction and its AI-focused pivot. Events include the June 11, 2026 special meeting adjournment, an AI data center summit presentation, a review of strategic alternatives for its SpaceX-related stake, and two announcements on SpinCo distribution record dates. Earlier, on May 20, 2026, the company outlined the flyExclusive deal and AI cornerstone pivot, framing the separation of aviation assets from its AI infrastructure strategy.
Key Terms
record date regulatory
spinco financial
class a common stock financial
special meeting of stockholders regulatory
proxy card financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
LAS VEGAS, NV, June 15, 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 it has established June 25, 2026 as the new record date for determining stockholders entitled to participate in the previously announced distribution of Jet.AI SpinCo, Inc. (“SpinCo”) shares in connection with the proposed transaction with flyExclusive, Inc. ("flyExclusive").
As such, stockholders of record of the Company’s common stock on June 25, 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. The Company anticipates that delivery of the SpinCo shares will occur immediately prior to the merger. Upon completion of the merger, the SpinCo shares distributed to the Company’s 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.
Updated Special Meeting of Stockholders
As announced on June 11, 2026, Jet.AI’s previously scheduled Special Meeting of Stockholders (the “Special Meeting”) was convened and adjourned to allow additional time for stockholders to vote on the proposals described in the Company's definitive proxy statement filed with the SEC on May 4, 2026 in connection with the proposed flyExclusive transaction. The Special Meeting will reconvene on June 23, 2026 at 4:00 p.m. Eastern time.
Your Vote is Critical
Because 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. Every single share matters.
Both Institutional Shareholder Services Inc. and Glass, Lewis & Co., leading independent providers of global proxy research and corporate governance advisory services, have recommended that Jet.AI stockholders vote "FOR" the proposed flyExclusive transaction. Jet.AI's Board of Directors strongly urges all stockholders of record to follow these recommendations and vote their shares "FOR" the proposed flyExclusive transaction as soon as possible.
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 (http://www.proxyvote.com) 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
