Core Points - flyExclusive Inc. has entered into a definitive agreement to acquire the aviation business of Jet.AI Inc., transforming Jet.AI into a pure-play AI solutions company [1][2] - The transaction is structured as an all-stock deal, with Jet.AI shareholders retaining their stock and receiving new Class A common shares in flyExclusive [5][6] - The acquisition is expected to provide flyExclusive with additional growth capital and enhance shareholder liquidity, while allowing Jet.AI to focus on its AI solutions [3][4] Transaction Details - The Business Combination will involve spinning off Jet.AI's charter business assets into a new entity ("SpinCo"), which will then be acquired by flyExclusive [2][5] - The purchase price will be based on Jet.AI's Net Cash, with a minimum requirement of $12 million, and the applicable premium percentage for the aviation business will range from 115% to 120% [5] - The transaction is anticipated to close in the second quarter of 2025, subject to various conditions including regulatory review and shareholder approval [6] Company Profiles - flyExclusive is a vertically integrated air carrier providing private jet experiences, operating a fleet of approximately 100 jets, and managing all aspects of customer experience [7] - Jet.AI operates in two segments: Software and Aviation, with offerings including the CharterGPT app and the Jet.AI Operator platform, aimed at enhancing the private jet booking experience [8]
flyExclusive Reaches Definitive Agreement to Acquire Jet.AI Aviation Business in an All-Stock Transaction