Jet.AI Announces SEC Effectiveness of flyExclusive’s Registration Statement on Form S-4 in Connection with Proposed Merger
Rhea-AI Summary
Jet.AI (Nasdaq: JTAI) announced that the Registration Statement on Form S-4 filed by flyExclusive (NYSE American: FLYX) related to the proposed merger has been declared effective by the SEC, moving the transaction into stockholder approval and closing phases. The company expects a special meeting on June 11, 2026 with a record date of May 8, 2026. Jet.AI intends to file its definitive proxy on May 4, 2026 and expects to mail proxy materials on or about May 11, 2026. The proxy will include voting procedures and risk factors for the proposed transactions.
AI-generated analysis. Not financial advice.
Positive
- Form S-4 declared effective by the SEC, enabling shareholder vote
- Special meeting scheduled for June 11, 2026 with record date May 8, 2026
- Definitive proxy filing planned for May 4, 2026; proxy mailing begins ~May 11, 2026
Negative
- Transaction remains subject to stockholder approval and closing conditions
- Definitive proxy will disclose risk factors that may affect closing
News Market Reaction – JTAI
On the day this news was published, JTAI gained 3.23%, reflecting a moderate positive market reaction. Argus tracked a peak move of +11.1% during that session. Our momentum scanner triggered 8 alerts that day, indicating moderate trading interest and price volatility. This price movement added approximately $138K to the company's valuation, bringing the market cap to $4.40M at that time.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Market Reality Check
Peers on Argus
Argus momentum data shows 3 peers (e.g., VS, MASK, RYDE) moving down with a median move of about -3.1%, while JTAI is up 7.92%, pointing to a stock-specific reaction to the merger update rather than a sector-wide move.
Previous Acquisition,AI Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Apr 20 | Merger timing update | Positive | -4.7% | Extended merger outside date and confirmed path toward Q2 2026 closing. |
| Feb 12 | Merger terms amendment | Positive | -0.3% | Removed $50M preferred financing condition and affirmed sufficient working capital. |
| Nov 19 | SPAC stake highlight | Positive | -2.4% | Detailed ownership in AI Infrastructure Acquisition Corp and related IPO proceeds. |
| Oct 07 | SPAC IPO completion | Positive | -5.2% | Closed AIIA IPO, adding about $20M in expected book equity from sponsor stake. |
| Feb 14 | flyExclusive deal signed | Positive | +133.7% | Announced all-stock acquisition of Jet.AI aviation business with $12–22M value range. |
Acquisition/AI announcements have often been positive strategically but have frequently seen negative or muted next-day price reactions, with one notable upside outlier on the original flyExclusive deal.
Over the past year, Jet.AI has repeatedly used acquisition and strategic deal news to reshape its business. The February 2025 agreement for flyExclusive to acquire its aviation business in an all-stock deal triggered a 133.72% gain. Subsequent updates, including SPAC-related equity additions in October–November 2025 and merger amendments in February 2026, saw small negative moves. The April 20, 2026 extension and S-4 refiling produced a -4.67% reaction. Today’s S-4 effectiveness continues this merger-closing trajectory.
Historical Comparison
Past acquisition/AI headlines moved JTAI an average of 24.24% over 24 hours. Today’s 7.92% gain on S-4 effectiveness is directionally consistent but smaller than prior same-tag swings.
Same-tag history shows a sequence from the initial all-stock flyExclusive aviation deal in February 2025, through SPAC-related equity additions in 2025, to multiple 2026 amendments and timing updates that incrementally advanced the merger toward closing and reinforced Jet.AI’s AI-focused strategy.
Regulatory & Risk Context
An effective Form S-3 shelf filed on 2026-01-28 allows Jet.AI to issue up to $250 million in various securities over time, with proceeds earmarked for AI data center projects, related infrastructure, operations, and potential acquisitions. No takedowns have been recorded yet (usage_count 0).
Market Pulse Summary
This announcement advances the flyExclusive merger by confirming SEC effectiveness of the Form S-4 and setting a June 11, 2026 stockholder vote, with key dates on May 8, May 4, and May 11 for record, filing, and mailing. In context, Jet.AI has repeatedly updated investors on this transaction and broader AI pivot, supported by a $250 million shelf and a $5.0 million buyback program. Investors may watch closing conditions, proxy details, and execution of the AI infrastructure strategy.
Key Terms
registration statement regulatory
form s-4 regulatory
special meeting regulatory
proxy statement regulatory
proxy materials regulatory
risk factors regulatory
AI-generated analysis. Not financial advice.
Las Vegas, NV, May 01, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. ("Jet.AI" or the "Company") (Nasdaq: JTAI), an emerging provider of high-performance GPU infrastructure and AI cloud services, announced that the Registration Statement Form S-4 (File No. 333-284960) filed by flyExclusive, Inc. (NYSE American: FLYX) (“flyExclusive”) related to the proposed merger transaction has been declared effective by the Securities and Exchange Commission (the “SEC”), formally advancing the transaction into its stockholder approval and closing phases.
The Company currently expects a special meeting of its stockholders to be held on June 11, 2026 and stockholders of record as of the record date, May 8, 2026, will be entitled to vote on the proposed transactions at the meeting. The Company intends to file its definitive proxy statement for the special meeting with the SEC on Monday, May 4, 2026 and expects to begin mailing the definitive proxy materials on or about May 11, 2026. The definitive proxy materials will contain important information regarding the special meeting and the proposed transactions, including voting procedures and risk factors.
About Jet.AI
Jet.AI Inc. is a technology-driven company focused on deploying artificial intelligence tools and 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."
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 will file a definitive proxy statement and final prospectus, respectively (together, the “Proxy Statement/Prospectus”), with the SEC and they each may file with the SEC other relevant documents concerning the proposed transactions. The definitive proxy statement and other relevant documents will be 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. 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. 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.
Jet.AI Investor Relations:
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
