UPDATE: Jet.AI Shareholders to Receive $10 Per Share in Stock and Cash as Company Signs Letter of Intent for a New $300 Million Reverse Takeover
Rhea-AI Summary
Jet.AI (NASDAQ: JTAI) signed a non-binding letter of intent for a reverse takeover with a privately held operating company valued at approximately $300 million, implying a combined company value of about $320 million. Jet.AI shareholders are expected to receive roughly $20 million in aggregate cash and stock consideration, or about $10 per share of additional value, based on current shares outstanding.
As a condition of the deal, Jet.AI would spin off its data center joint venture and its beneficial interest in AI Infrastructure Acquisition Corp (NYSE: AIIA) into a new independent public company, for which NASDAQ ticker “DCTR” has been reserved. After closing, shareholders would own interests in both the reverse takeover entity and the new spin-off. The LOI is non-binding, with both parties aiming to sign definitive agreements within 90 days and targeting closing before year end, subject to due diligence, definitive documentation and required approvals. The transaction is separate from the recently completed flyExclusive deal, which returned about $4.60 per share to shareholders.
Positive
- Counterparty valuation approximately $300 million in proposed reverse takeover
- Combined company valuation expected around $320 million post-transaction
- Jet.AI shareholder consideration about $20 million, or ~$10 per share
- Prior flyExclusive deal delivered approximately $4.60 per share to shareholders
- Spin-off ticker “DCTR” reserved for data center and AIIA interests
Negative
- LOI is non-binding and may not lead to a completed transaction
- Transaction and spin-off subject to multiple approvals and due diligence
- Identity and detailed commercial terms of Counterparty remain confidential
Market reaction after reverse takeover merger letter of intent: JTAI -35.52% in the Jul 15 session
In the Jul 15 session, JTAI declined 35.52%, reflecting a significant negative market reaction. Argus tracked a peak move of +62.2% during that session. Argus tracked a trough of -46.7% 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 AI Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Jul 13 | Merger closing update | Neutral | -20.5% | Closed merger with flyExclusive and detailed SpinCo share exchange mechanics. |
| Jul 06 | Shareholder approval | Neutral | -12.7% | Stockholders approved proposed flyExclusive transaction at reconvened special meeting. |
| Jul 06 | Partner transaction update | Neutral | -12.7% | flyExclusive announced Jet.AI stockholder approval and pending closing of merger. |
| Jul 01 | Vote threshold reached | Neutral | -2.4% | Jet.AI reported majority of eligible shares already voted in favor of merger. |
| Jun 24 | Strategic update | Neutral | -1.0% | flyExclusive reaffirmed priorities and reported strong voting support for Jet.AI deal. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
AI-tagged announcements for Jet.AI have often been followed by negative price reactions in recent months.
Key Terms
reverse takeover financial
letter of intent financial
spin off financial
nasdaq listing requirements regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
This transaction is independent of the recently completed flyExclusive deal that separately returned approximately
LAS VEGAS, July 15, 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”) to effect a reverse takeover transaction (the “Transaction”) with a privately held operating company (the “Counterparty”), valuing the Counterparty at approximately
Two Sources of Value for Shareholders
The proposed Transaction follows Jet.AI’s recently completed flyExclusive transaction, which delivered approximately
The reverse takeover entity. Upon completion of the Transaction, Jet.AI would merge with the Counterparty, which is valued at approximately
The data center spin-off entity. As a condition of the Transaction, Jet.AI would spin off its data center joint venture and its beneficial ownership interest in AI Infrastructure Acquisition Corp (NYSE: AIIA), into a newly formed, independent public company. Shares of the new company would be distributed to existing Jet.AI shareholders through a distribution registered with the U.S. Securities and Exchange Commission. The NASDAQ ticker symbol “DCTR” has been reserved for the new company in anticipation of the spin-off.
What Shareholders Would Receive
Following completion of the proposed Transaction, Jet.AI shareholders would hold interests in two separate publicly traded companies:
(i) Ownership in the reverse takeover entity, representing approximately
(ii) Ownership in a newly formed spin-off company that holds Jet.AI’s current data center joint venture and its beneficial ownership interest in AI Infrastructure Acquisition Corp (NYSE: AIIA).
“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 what we believe to be 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 in 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
