Jet.AI spins off aviation business to be acquired by flyExclusive in all-stock deal

Jet.AI Inc.

flyExclusive (FLYX) to acquire Jet.AI's (JTAI) jet charter business via a spin-off and merger; Jet.AI becomes pure-play AI solutions company.
SpinCo shareholders receive flyExclusive Class A shares; consideration formula based on SpinCo net cash (~$12M) and 30-day VWAP of FLYX.
At $12M net cash and $3.35 VWAP, SpinCo shareholders would receive ~4.1M flyExclusive shares; existing JTAI shares retained.
Closing conditions include SpinCo net cash ≥$12M, stockholder approval, regulatory clearances, and outside date of June 30, 2025.
Termination fee of $650,000 payable by Jet.AI under certain conditions; officers/directors holding ~1.8% of JTAI agree to vote in favor.

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