JET.AI ANNOUNCES SPECIAL SHAREHOLDER MEETING TO VOTE ON STRATEGIC FLYEXCLUSIVE TRANSACTION AND AI CORNERSTONE PIVOT
Jet.AI (NASDAQ:JTAI) set a Special Meeting for June 11, 2026 for shareholders to vote on an all-stock transaction with flyExclusive (NYSE American: FLYX) and an AI-focused pivot.
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Rhea-AI Summary
Jet.AI (NASDAQ:JTAI) set a Special Meeting for June 11, 2026 for shareholders to vote on an all-stock transaction with flyExclusive (NYSE American: FLYX) and an AI-focused pivot.
Shareholders would receive flyExclusive stock for aviation assets and retain all Jet.AI equity as a pure-play AI infrastructure and cloud services company.
Positive
- Shareholders receive flyExclusive (FLYX) stock in exchange for divested aviation assets
- Investors retain 100% of existing Jet.AI equity after the transaction
- Jet.AI pivots to a pure-play AI infrastructure and B2B AI cloud services model
- SEC effectiveness of flyExclusive’s Form S-4 advances deal to final approval phase
Negative
- Transaction requires a majority of outstanding shares, creating a high approval threshold
- Jet.AI will divest its legacy aviation operating business, including aircraft fleet and customer base
Details
News Market Reaction – JTAI
On May 20, the day this news came out, JTAI closed 8.48% above the previous close.
Data tracked by StockTitan Argus for the May 20 session.
Key Figures
- Special meeting date
- June 11, 2026
- Scheduled date for Jet.AI’s special meeting of stockholders
- Record date
- May 8, 2026
- Record date for stockholders entitled to vote on the transaction
- Proxy assistance phone
- 888.742.1305
- Laurel Hill Advisory Group toll-free line for voting assistance
Previous AI Reports
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Adopted limited duration stockholder rights plan with 10% trigger and 2027 expiry.
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Extended outside date and reaffirmed commitment to closing flyExclusive transaction.
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Announced JV for 50MW Moapa data center with illustrative $500M project value.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
form s-4 regulatory
all-stock transaction financial
proxy statement regulatory
special meeting of stockholders regulatory
common stock financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
With Materials Officially Being Mailed, Board Urges Stockholders to Vote "FOR" the Milestone Deal to Unlock Growth Capital and Accelerate AI Cloud Services
LAS VEGAS, NV, May 20, 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 updates regarding its upcoming Special Meeting of Stockholders scheduled for June 11, 2026.
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, please vote “FOR” the transaction.
The definitive proxy statement has been filed with the Securities and Exchange Commission (“SEC”), and mailing has been completed to stockholders of record as of May 8, 2026. The primary focus of the Special Meeting is a vote on the landmark transaction with flyExclusive, Inc. (NYSE American: FLYX).
What Jet.AI Shareholders Will Receive
Upon the successful completion of this all-stock transaction, Jet.AI shareholders will benefit directly from a clear, two-pronged value injection:
- Equity Ownership in flyExclusive: Jet.AI shareholders will receive shares of flyExclusive (NYSE American: FLYX) common stock in exchange for the divested aviation assets. This provides investors with direct, liquid equity exposure to one of the largest vertically integrated private aviation operators in the United States.
- Retained Equity in a High-Growth AI Pure-Play: Shareholders will retain
100% of their existing Jet.AI equity, which will now be a pure play AI infrastructure company unburdened by aviation activities.
The flyExclusive Transaction: Unlocking the AI Future
Following the SEC declaring flyExclusive's Form S-4 registration statement effective, Jet.AI is moving into the final approval phase of its strategic divestiture. Under the terms of the agreement, flyExclusive will acquire Jet.AI’s legacy aviation operating business, including its fleet of Citation and HondaJet aircraft and its existing customer base.
Management believes this transaction represents a net benefit for Jet.AI shareholders:
- Asset Utilization: Jet.AI legacy aviation assets will be integrated into flyExclusive's much larger platform, allowing a for greater aircraft utilization and more choice for existing customers
- A Pure-Play Pivot to AI: By separating the aviation operations, Jet.AI will fully transition its focus toward its rapidly scaling AI segment. Resources are expected to be aggressively deployed into high-performance GPU infrastructure, and B2B AI cloud services.
"The effectiveness of the Form S-4 marks the clearing of our largest regulatory milestone to date," said Mike Winston, Founder and Executive Chairman of Jet.AI. "This transaction allows our stockholders to capture equity value in a premier private aviation player while simultaneously retaining their stake in Jet.AI as we emerge as a focused AI infrastructure player. flyExclusive has done an incredible job shifting the mix of aircraft in its fleet to create profitability, and has the scale to compete. We strongly urge everyone to vote 'FOR' the transaction."
Your Vote is Required—How to Cast It Now
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.
Proxy Solicitation Contact:
Laurel Hill Advisory Group
Attn: John J. DePinto Jr.
Toll-Free Phone: 888.742.1305
Direct/International: 516.933.3100
Email: jdepinto@laurelhill.com
Media & Investor Relations Contact:
Jet.AI Investor Relations
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
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