Shareholders will vote on the long-planned transaction between Jet AI and FlyExclusive at a Special Meeting on June 11, 2026.
The definitive proxy statement has been filed with the Securities and Exchange Commission, and mailing to stockholders of record as of May 8, 2026, has been completed, according to Jet AI.
Because this transaction requires a definitive majority threshold of outstanding shares to pass, not voting has the same effect as voting against the deal.
In a press release, the Las Vegas-based company urged, “Every single share matters, please vote ‘FOR’ the transaction.
Shareholders will receive shares of FLYX common stock in exchange for the divested aviation assets.
Shareholders will retain 100% of their existing Jet AI equity.
It will then be a pure-play infrastructure company.
The company said, “Following the SEC declaring FlyExclusive’s Form S-4 registration statement effective, Jet AI is moving into the final approval phase of its strategic divestiture.”
It continued, “Under the terms of the agreement, FlyExclusive will acquire Jet AI’s legacy aviation operating business, including its fleet of Citation and HondaJet aircraft and its existing customer base.”
Chairman Mike Winston said, “This transaction allows our stockholders to capture equity value in a premier private aviation player while simultaneously retaining their stake in Jet AI as we emerge as a focused AI infrastructure player.”
He continued, “FlyExclusive has done an incredible job shifting the mix of aircraft in its fleet to create profitability, and has the scale to compete.”
The deal was first announced in Feb. 2025.
Last month, the duo extended the arrangement.
