flyExclusive to buy Jet.AI’s aviation business in all-stock deal to expand private jet operations

flyExclusive Inc. (NYSE American: FLYX), a leading private aviation provider, has entered a business combination agreement to acquire the aviation segment of Jet.AI Inc. (NASDAQ: JTAI) in an all-stock transaction. The deal is expected to accelerate flyExclusive’s growth by integrating Jet.AI’s aviation assets while enabling Jet.AI to transition into a pure-play artificial intelligence (AI) solutions company.

The acquisition is structured as a spin-off, where Jet.AI will separate its aviation division into a new entity, “SpinCo,” which flyExclusive will acquire. This aviation industry deal ensures that Jet.AI shareholders retain their existing stock while receiving additional shares in flyExclusive, providing them with exposure to the expanding private aviation business. The transaction is expected to close in the second quarter of 2025, subject to regulatory approvals and shareholder consent.

What Strategic Benefits Does This Acquisition Offer flyExclusive?

As the fifth-largest private jet operator in the United States by flight hours, flyExclusive is a vertically integrated provider offering on-demand charter, Jet Club memberships, and fractional ownership. The company operates a fleet of approximately 100 jets, including one of the world’s largest Cessna Citation fleets. By acquiring Jet.AI’s aviation business, flyExclusive strengthens its position in the competitive private aviation business, gaining additional aircraft and expanding its market presence.

Jim Segrave, Founder and Chief Executive Officer of flyExclusive, emphasized the strategic significance of the aviation industry deal, stating, “This acquisition underscores the value of flyExclusive’s integrated private aviation platform. By incorporating Jet.AI’s charter operations, we enhance our growth potential, attract new investors, and expand our ability to meet the increasing demand for premium private jet services.”

In addition to increasing its aircraft capacity, flyExclusive gains access to Jet.AI’s established charter operations and customer base. This allows the company to scale its operations efficiently and enhance service offerings without significant capital investment.

Why Is Jet.AI Divesting Its Aviation Business?

Jet.AI, founded in 2018, operates across two primary segments: Software and Aviation. The Software segment includes AI-powered platforms such as CharterGPT and Ava, which leverage machine learning to streamline private jet bookings. The company also provides business-to-business (B2B) software solutions for FAA Part 135 charter operators, helping them maximize revenue and improve efficiency.

By divesting its aviation business, Jet.AI aims to sharpen its focus on AI-driven solutions for the private aviation sector. The separation allows the company to invest more resources in advancing its proprietary AI booking systems, enhancing operational efficiency, and expanding its AI product offerings.

Mike Winston, Founder and Executive Chairman of Jet.AI, highlighted the advantages of the business combination agreement, stating, “This transaction aligns with our long-term strategy to become a leading AI solutions provider. Partnering with flyExclusive enables us to focus on driving innovation in AI-powered aviation technologies while allowing our shareholders to benefit from flyExclusive’s expansion in the private aviation business.”

How Is the Business Combination Structured?

The acquisition is structured as an all-stock transaction, with Jet.AI spinning off its charter operations into SpinCo, which will then be acquired by flyExclusive. Jet.AI shareholders will retain their existing stock and receive additional shares in flyExclusive based on the purchase price, determined by Jet.AI’s net cash at closing.

The aviation industry deal includes a purchase price premium ranging between 115% and 120%, with an expected valuation of $12 million to $22 million. To meet the financial requirements of the transaction, Jet.AI has secured a $50 million non-binding financing agreement with Hexstone Capital LP, supplementing an existing $16.5 million funding arrangement with Ionic Ventures LLC.

The final closing of the deal is contingent upon Jet.AI maintaining at least $12 million in net cash, including deposits held by Textron Aviation, and fulfilling other customary closing conditions. Regulatory approvals and shareholder voting are expected to take place before the anticipated closing date in the second quarter of 2025.

What Impact Will This Deal Have on the Private Aviation Market?

This business combination agreement reinforces the ongoing trend of consolidation in the private aviation industry. As demand for private jet travel continues to grow, large operators like flyExclusive are expanding their fleets and service capabilities through strategic acquisitions.

For flyExclusive, the deal provides additional aircraft and operational assets, allowing it to better serve its expanding customer base. By increasing its fleet size and integrating Jet.AI’s charter business, flyExclusive enhances its competitive edge in the private aviation business, positioning itself for sustained growth.

For Jet.AI, the divestiture marks a shift toward AI-driven innovations in aviation technology. By focusing solely on AI-based solutions, Jet.AI aims to revolutionize how private aviation operators manage bookings, optimize efficiency, and reduce environmental impact.

As the transaction progresses, industry experts expect it to reshape both the private aviation and AI-driven booking sectors. The aviation industry deal is not only a growth opportunity for flyExclusive but also a pivotal moment for Jet.AI’s transformation into a technology-driven enterprise.