flyExclusive to acquire Jet.AI aviation business in all-stock transaction

flyExclusive (FLYX) has entered a definitive agreement to acquire the aviation business of Jet.AI (JTAI). 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, which would then be acquired by flyExclusive. 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. 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. 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. The purchase price shall be determined based on Jet.AI’s net cash multiplied by the applicable premium percentage. Net Cash of at least $12M is a condition to closing the business combination and will consist of the company’s cash on hand 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 $50M non-binding term sheet with Hexstone Capital on economic terms substantially similar to those of its existing $16.5M arrangement with Ionic Ventures. 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 $12M to $22M, depending on the net cash value at the close of transaction. 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.