This transaction is independent of the recently completed flyExclusive deal that separately returned approximately $4.60 per share to shareholders.
LAS VEGAS, July 15, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. (NASDAQ: JTAI) ("Jet.AI" or the "Company"), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced that it has entered into a non-binding letter of intent (the "LOI") to effect a reverse takeover transaction (the "Transaction") with a privately held operating company (the "Counterparty"), valuing the Counterparty at approximately $300 million. Upon completion, the combined company is expected to be valued at approximately $320 million, with Jet.AI shareholders to receive approximately $20 million of cash and stock consideration — representing approximately $10 per share of additional value, based on Jet.AI's current shares outstanding. The identity of the Counterparty and the additional commercial terms of the proposed Transaction remain confidential pending completion of due diligence and the negotiation and execution of definitive transaction documents. Both parties expect to announce a final agreement within the next 90 days and target a close before year end.
Two Sources of Value for Shareholders
The proposed Transaction follows Jet.AI's recently completed flyExclusive transaction, which delivered approximately $4.60 per share of value to Jet.AI shareholders upon closing. Together with the approximately $10 per share of additional value expected from the proposed Transaction, Jet.AI shareholders stand to realize meaningful cumulative value across the two transactions.
The reverse takeover entity. Upon completion of the Transaction, Jet.AI would merge with the Counterparty, which is valued at approximately $300 million, to form a combined company valued at approximately $320 million. The combined company would initially continue to trade under the existing "JTAI" ticker until such time as the Counterparty elects to change the ticker symbol to a new trading symbol, with Jet.AI shareholders receiving approximately $10 per share of additional stock and cash value.
The data center spin-off entity. As a condition of the Transaction, Jet.AI would spin off its data center joint venture and its beneficial ownership interest in AI Infrastructure Acquisition Corp (NYSE: AIIA), into a newly formed, independent public company. Shares of the new company would be distributed to existing Jet.AI shareholders through a distribution registered with the U.S. Securities and Exchange Commission. The NASDAQ ticker symbol "DCTR" has been reserved for the new company in anticipation of the spin-off.