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Jet.AI Sets Record Date for SpinCo Share Distribution Ahead of FlyExclusive Merger
Jet.AI Inc., the Las Vegas‑based provider of high‑performance GPU infrastructure and AI cloud services, announced on June 15, 2026 that June 25, 2026 will be the record date for determining which shareholders are entitled to receive shares of Jet.AI SpinCo, Inc. (SpinCo) as part of the company’s pending merger with flyExclusive, Inc. (flyExclusive).
Under the terms of the merger agreement, shareholders of record on June 25 will receive, on a pro‑rata basis, all outstanding SpinCo shares that exist immediately before the merger between FlyX Merger Sub, Inc., a wholly owned subsidiary of flyExclusive, and SpinCo. The company expects the SpinCo shares to be delivered just before the merger takes place. After the merger closes, the SpinCo shares will convert into a right to receive flyExclusive Class A common stock, subject to the merger agreement’s terms.
The distribution and merger are contingent on shareholder approval and the satisfaction or waiver of customary closing conditions. If the transaction is not approved or conditions are not met, the distribution and conversion will not occur.
Special Meeting of Stockholders
Jet.AI’s Special Meeting of Stockholders, originally scheduled for June 11, 2026, was adjourned to allow more time for shareholders to vote on the proposals in the company’s definitive proxy statement filed with the SEC on May 4, 2026. The meeting will reconvene on June 23, 2026, at 4:00 p.m. Eastern time.
The vote is required for a majority of the outstanding shares of Jet.AI common stock entitled to vote. The company’s board has urged shareholders to vote in favor of the transaction. Institutional Shareholder Services Inc. and Glass, Lewis & Co. have both recommended a “FOR” vote. Shareholders who do not vote are treated as voting against the deal.
Voting Options
Shareholders can cast their vote online at the secure website listed on their proxy card, by phone using the toll‑free number provided, or by mail by signing, dating, and returning the proxy card in the prepaid envelope.
For assistance, shareholders may contact Jet.AI’s proxy solicitation agent, Laurel Hill Advisory Group, at 888.742.1305 or via email at JTAI@laurelhill.com.
Background on the Transaction
The merger agreement, dated May 6, 2025, was amended and restated to include a plan of merger and reorganization. flyExclusive filed a registration statement on Form S‑4 (File No. 333‑284960) that became effective on April 30, 2026. The statement includes a preliminary proxy statement for Jet.AI and a preliminary prospectus for flyExclusive.
Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus on May 4, 2026. The definitive proxy statement and other relevant documents were mailed to Jet.AI shareholders on May 8, 2026, the record date for voting on the transaction.
Shareholders are advised to review the registration statement, proxy statement, and prospectus, which are available for free on the SEC website and on Jet.AI’s investor relations site.
About Jet.AI
Jet.AI is listed on the NASDAQ Capital Market under the ticker symbol JTAI. The company focuses on deploying artificial intelligence tools and high‑performance GPU infrastructure to improve decision‑making, efficiency, and performance across complex systems. More information can be found at www.jet.ai.
Conclusion
Jet.AI’s announcement of a June 25 record date for SpinCo share distribution and the adjourned special meeting on June 23 underscore the company’s intent to finalize the merger with flyExclusive. Shareholders who wish to participate in the transaction must vote in favor of the merger by the June 23 meeting. The outcome of the vote will determine whether the SpinCo shares are distributed and subsequently converted into flyExclusive Class A common stock.
The transaction remains subject to shareholder approval and customary closing conditions. Investors should review the filed documents for detailed terms and conditions.
Under the terms of the merger agreement, shareholders of record on June 25 will receive, on a pro‑rata basis, all outstanding SpinCo shares that exist immediately before the merger between FlyX Merger Sub, Inc., a wholly owned subsidiary of flyExclusive, and SpinCo. The company expects the SpinCo shares to be delivered just before the merger takes place. After the merger closes, the SpinCo shares will convert into a right to receive flyExclusive Class A common stock, subject to the merger agreement’s terms.
The distribution and merger are contingent on shareholder approval and the satisfaction or waiver of customary closing conditions. If the transaction is not approved or conditions are not met, the distribution and conversion will not occur.
Special Meeting of Stockholders
Jet.AI’s Special Meeting of Stockholders, originally scheduled for June 11, 2026, was adjourned to allow more time for shareholders to vote on the proposals in the company’s definitive proxy statement filed with the SEC on May 4, 2026. The meeting will reconvene on June 23, 2026, at 4:00 p.m. Eastern time.
The vote is required for a majority of the outstanding shares of Jet.AI common stock entitled to vote. The company’s board has urged shareholders to vote in favor of the transaction. Institutional Shareholder Services Inc. and Glass, Lewis & Co. have both recommended a “FOR” vote. Shareholders who do not vote are treated as voting against the deal.
Voting Options
Shareholders can cast their vote online at the secure website listed on their proxy card, by phone using the toll‑free number provided, or by mail by signing, dating, and returning the proxy card in the prepaid envelope.
For assistance, shareholders may contact Jet.AI’s proxy solicitation agent, Laurel Hill Advisory Group, at 888.742.1305 or via email at JTAI@laurelhill.com.
Background on the Transaction
The merger agreement, dated May 6, 2025, was amended and restated to include a plan of merger and reorganization. flyExclusive filed a registration statement on Form S‑4 (File No. 333‑284960) that became effective on April 30, 2026. The statement includes a preliminary proxy statement for Jet.AI and a preliminary prospectus for flyExclusive.
Jet.AI and flyExclusive filed a definitive proxy statement and final prospectus on May 4, 2026. The definitive proxy statement and other relevant documents were mailed to Jet.AI shareholders on May 8, 2026, the record date for voting on the transaction.
Shareholders are advised to review the registration statement, proxy statement, and prospectus, which are available for free on the SEC website and on Jet.AI’s investor relations site.
About Jet.AI
Jet.AI is listed on the NASDAQ Capital Market under the ticker symbol JTAI. The company focuses on deploying artificial intelligence tools and high‑performance GPU infrastructure to improve decision‑making, efficiency, and performance across complex systems. More information can be found at www.jet.ai.
Conclusion
Jet.AI’s announcement of a June 25 record date for SpinCo share distribution and the adjourned special meeting on June 23 underscore the company’s intent to finalize the merger with flyExclusive. Shareholders who wish to participate in the transaction must vote in favor of the merger by the June 23 meeting. The outcome of the vote will determine whether the SpinCo shares are distributed and subsequently converted into flyExclusive Class A common stock.
The transaction remains subject to shareholder approval and customary closing conditions. Investors should review the filed documents for detailed terms and conditions.
