KINSTON, N.C. & LAS VEGAS–(BUSINESS WIRE)– flyExclusive Inc., a publicly traded provider of premium jet charter experiences, has entered a definitive agreement to acquire the aviation business of Jet.AI Inc., an innovative private aviation and artificial intelligence company.
flyExclusive will acquire the business in conjunction with Jet.AI’s focus on being a pure-play AI solutions company. The transaction will occur following Jet.AI’s spin of the business into a new company (“SpinCo”), which would then be acquired by flyExclusive (collectively, the “Business Combination”). Jet.AI shareholders will retain their Jet.AI stock and receive new Class A common shares in flyExclusive as part of the transaction. The Business Combination is contingent upon the closing conditions outlined in the agreement.
This strategic Business Combination is a natural fit for flyExclusive to acquire Jet.AI’s aviation business, as both companies operate planes from Textron Aviation and HondaJet and the acquired assets will help support flyExclusive’s 2025 growth plans. As one of the largest and most well-established companies in private aviation, flyExclusive brings a robust fleet and leading operational expertise. This deal is mutually beneficial as it is expected to provide flyExclusive with additional growth capital and enhanced shareholder liquidity and to allow Jet.AI to focus as a pure-play AI solutions company.
flyExclusive’s Founder and Chief Executive Officer, Jim Segrave noted “The proposed transaction with Jet.AI is the latest example of the value flyExclusive’s vertically integrated private aviation platform provides to industry participants. The transaction benefits flyExclusive investors and will augment our continued growth and market share expansion as an industry leader. Additional growth capital and new shareholders provide an early tailwind in 2025 as we onboard additional high-performance aircraft and serve strong demand for our differentiated customer service.’
“This Business Combination with flyExclusive offers our shareholders the opportunity to benefit from growth in both private aviation and AI,” said Jet.AI Founder and Executive Chairman Mike Winston. “flyExclusive, the fifth-largest operator in the industry by hours flown, is a natural fit, with clear synergies given the common aircraft we operate.”
Transaction Details
The Business Combination is structured as an all-stock transaction, spinning off Jet.AI’s charter business assets into the SpinCo, which in turn will be acquired by flyExclusive. Key details of the transaction include:
- Ownership: The Business Combination consideration will be in the form of a number of fully paid and non-assessable shares of Class A common stock of flyExclusive equal to the quotient of the purchase price, divided by the average volume-weighted average price of flyExclusive’s stock for the thirty trading days immediately prior to the effective date. Jet.AI shareholders will retain their Jet.AI stock while receiving new Class A common shares in flyExclusive to account for the portion of the aviation business being spun-off.
- Purchase Price: The purchase price shall be determined based on Jet.AI’s Net Cash multiplied by the Applicable Premium Percentage. Net Cash of at least $12 million is a condition to closing the Business Combination and will consist of the Company’s cash on hand (including any deposits held by Textron Aviation) subtracting any cash net working capital requirement mutually agreed upon, and transaction costs triggered by the closing of the Business Combination. To satisfy closing conditions and to meet the company’s ongoing financing requirements, Jet.AI has signed a $50 million non-binding term sheet with Hexstone Capital LP on economic terms substantially similar to those of its existing $16.5 million arrangement with Ionic Ventures LLC. The applicable premium percentage paid for the aviation business will be between 115% and 120% equivalent to a dollar value today contemplated in the range of $12mm to $22mm, depending on the Net Cash value at the close of transaction.
- Timing: The transaction is expected to close in the second quarter of 2025, subject to various closing conditions, including but not limited to Jet.AI financing, regulatory review, and shareholder approval.
