Jet.AI Enters $300M Reverse Merger To Receive Stakes In Two Publicly Traded Companies Representing ~$10 Per Share In Additional Cash And Stock Value

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.

What Shareholders Would Receive

Following completion of the proposed Transaction, Jet.AI shareholders would hold interests in two separate publicly traded companies:

(i) Ownership in the reverse takeover entity, representing approximately $10 per share of additional stock and cash value

(ii) Ownership in a newly formed spin-off company that holds Jet.AI’s current data center joint venture and its beneficial ownership interest in AI Infrastructure Acquisition Corp (NYSE:AIIA).

"Shareholders want to know what the future holds for the Company following the successful flyExclusive transaction," said Mike Winston, Founder and Chairman of Jet.AI. "Today’s announcement shows our continued push in the data center business while continuing to remain opportunistic when we believe a compelling transaction presents itself. The structure is designed to yet again deliver value to our stockholders on two fronts: continued ownership in our data center business through the new spin-off company, and participation in the future of what we believe to be a high growth Counterparty. We look forward to working toward definitive agreements in the period ahead."

Transaction Status

The LOI is non-binding and does not obligate either party to consummate the proposed Transaction. Completion of the proposed Transaction remains subject to, among other things, satisfactory completion of due diligence, the negotiation and execution of definitive agreements, and the receipt of all required board, stockholder and regulatory approvals, including compliance with applicable Nasdaq listing requirements. There can be no assurance that definitive agreements will be executed or that the proposed Transaction, or the contemplated spin-off, will be completed in the terms described, or at all. The Company does not intend to provide further updates regarding the proposed Transaction unless and until it determines that additional disclosure is required or appropriate.