Jet.AI Announces Merger Letter of Intent and Planned Data Center Spin-Off

Jet.AI (NASDAQ:JTAI) has signed a non-binding merger letter of intent with a private operating company while outlining plans to spin off its data center business into a separate publicly traded company, a transaction that could leave shareholders owning stakes in two listed businesses.

Jet.AI announced that it has entered into a non-binding letter of intent for a proposed merger with an undisclosed privately held operating company.

The proposed transaction values the combined business at approximately $320 million in enterprise value, with around $20 million, or roughly 5% to 6% of the pro forma company, allocated to existing Jet.AI shareholders.

As part of the proposed deal, Jet.AI intends to separate its data center business into a new independent public company. The spin-off would also include the company’s ownership interest in AIIA Sponsor Ltd., with shares expected to be distributed to existing shareholders through a Form 10 registration process. The company has reserved the Nasdaq ticker symbol DCTR for the planned entity.

The identity of the merger counterparty has not been disclosed, and the company said additional commercial terms will remain confidential until due diligence is completed and definitive agreements are negotiated.

The announcement outlines a significant restructuring that could reshape Jet.AI’s business and provide shareholders with exposure to two separate public companies.

If completed, the merger may shift the company’s operating focus toward the private counterparty’s business while allowing investors to retain direct ownership of Jet.AI’s existing data center assets through the planned spin-off. That structure could allow each business to pursue independent strategies and capital allocation plans.

However, investors should note that the announcement is based on a non-binding letter of intent. Important details, including the identity of the merger partner and final transaction terms, have not been disclosed, and the proposal remains subject to multiple approvals and successful completion of due diligence.

Join the discussion: Connect with other investors on your favorite stocks or explore the top-talked-about stocks on our Breakout Boards.This article was written by the editorial team at InvestorsHub/ADVFN and is provided for informational purposes only. In some cases, editorial staff may use artificial intelligence–based tools to assist in the research, drafting, or editing of content, under human review and oversight. This article does not constitute investment advice, a recommendation, or an offer to buy or sell any securities. The views expressed are based on publicly available information believed to be reliable at the time of publication, but accuracy or completeness is not guaranteed. Readers should conduct their own independent research and consult a qualified financial professional before making any investment decisions.

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Key Investor Takeaways Jet.AI (NASDAQ:JTAI) signed a non-binding merger letter of intent for a proposed business combination valued at approximately $320 million in enterprise value. Existing shareholders would receive ownership in both the combined company and a separately listed data center business if the transaction is completed. The planned spin-off would include Jet.AI’s data center operations and its ownership interest in AIIA Sponsor Ltd. The proposed combined company is expected to continue trading under the JTAI ticker, while the spin-off has reserved the Nasdaq ticker symbol DCTR. The transaction remains subject to due diligence, definitive agreements, shareholder and regulatory approvals, with no guarantee it will be completed. Why JTAI Stock Is in Focus Jet.AI announced that it has entered into a non-binding letter of intent for a proposed merger with an undisclosed privately held operating company. The proposed transaction values the combined business at approximately $320 million in enterprise value, with around $20 million, or roughly 5% to 6% of the pro forma company, allocated to existing Jet.AI shareholders. As part of the proposed deal, Jet.AI intends to separate its data center business into a new independent public company. The spin-off would also include the company’s ownership interest in AIIA Sponsor Ltd., with shares expected to be distributed to existing shareholders through a Form 10 registration process. The company has reserved the Nasdaq ticker symbol DCTR for the planned entity. The identity of the merger counterparty has not been disclosed, and the company said additional commercial terms will remain confidential until due diligence is completed and definitive agreements are negotiated. Why This Matters for Investors The announcement outlines a significant restructuring that could reshape Jet.AI’s business and provide shareholders with exposure to two separate public companies. If completed, the merger may shift the company’s operating focus toward the private counterparty’s business while allowing investors to retain direct ownership of Jet.AI’s existing data center assets through the planned spin-off. That structure could allow each business to pursue independent strategies and capital allocation plans. However, investors should note that the announcement is based on a non-binding letter of intent. Important details, including the identity of the merger partner and final transaction terms, have not been disclosed, and the proposal remains subject to multiple approvals and successful completion of due diligence. What to Watch Next Investors will likely focus on: Announcement of the merger counterparty’s identity. Negotiation and execution of definitive merger agreements. Progress toward the planned data center spin-off and Form 10 filing. Regulatory, Nasdaq and shareholder approvals. Any updates on the proposed ownership structure and transaction timeline. Jet.AI stock priceThe post Jet.AI Announces Merger Letter of Intent and Planned Data Center Spin-Off appeared first on US Editors. Original: Jet.AI Announces Merger Letter of Intent and Planned Data Center Spin-Off 👍️0 US Market News 3 weeks ago flyExclusive Reaffirms Strategic Priorities and Provides Update on Pending Jet.AI TransactionJune 24, 2026 10:35 AMBusiness Wire flyExclusive, Inc. (NYSE American: FLYX) today reaffirmed its strategic priorities for 2026 and provided an update on the pending merger with Jet.AI Inc. (NASDAQ: JTAI). “As we move through 2026, our focus remains unchanged: improving profitability, strengthening our balance sheet, increasing aircraft utilization, and creating long-term value for shareholders,” said Jim Segrave, Founder, Chairman and Chief Executive Officer of flyExclusive. “The pending Jet.AI transaction represents one component of that broader strategy.” The Company continues to focus on operational execution across its vertically integrated aviation platform, including charter operations, maintenance, repair and overhaul services, aircraft sales, and technology-enabled offerings. These initiatives have positioned flyExclusive to continue delivering the rapid financial performance improvement we have demonstrated every quarter since going public, expanding margins and generating long-term shareholder value. The Company also flew over 7,000 hours last month, the highest utilization in our history. Jet.AI Transaction Update As of the reconvened Special Meeting of Jet.AI stockholders held today, 688,285 shares, representing approximately 48.4% of Jet.AI’s total outstanding shares, have voted in favor of the merger. Approximately 99% of the votes casts have voted in favor of the transaction. The transaction requires approval from holders of a majority of all outstanding shares, or approximately 710,861 shares. As a result, approximately only 22,500 additional affirmative votes are required to obtain stockholder approval. Considering 99% of all the votes that have been cast are in favor of the merger we are confident the transaction will be approved in the coming week with less than 2% of the outstanding shares voting. The Special Meeting was adjourned and will reconvene on July 2, 2026, to allow the additional time for remaining stockholders to submit their votes. Both Institutional Shareholder Services (ISS) and Glass, Lewis & Co. have recommended that Jet.AI stockholders vote FOR the transaction. The Merger Agreement remains in full force and effect. There have been no changes to the transaction terms, structure, or economics, and both companies continue working toward satisfaction of the remaining closing conditions. “The voting results demonstrate broad support among participating stockholders, and we remain focused on completing the transaction and moving forward with our strategic objectives,” Segrave added. flyExclusive will provide a further update following the reconvened Special Meeting scheduled for July 2, 2026. About flyExclusive flyExclusive (NYSE American: FLYX) is a vertically integrated, FAA-certificated private aviation company providing charter, Jet Club membership, and fractional ownership services worldwide. The company operates one of the largest private jet fleets in the U.S., with full operational control over maintenance, refurbishment, and avionics through its in-house MRO facilities in Kinston, North Carolina. Learn more at www.flyexclusive.com. Forward-Looking Statements This press release contains certain forward-looking statements within the meaning of the federal securities laws. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: demand for fractional ownership shares; the pace of additional aircraft acquisitions; the Company's ability to attract and retain fractional customers; potential volatility of the Company's stock price; the ability of the Company to maintain compliance with NYSE American continued listing standards and maintain the listing of the Company's securities on a national securities exchange; the ability of the Company to timely file its required annual and quarterly reports with the SEC; the ability of the Company to comply with covenants under and repay its debt; the potential dilution of stock ownership by our capital raising efforts; the outcome of any legal proceedings; changes in the competitive and highly regulated industries in which flyExclusive operates; and the risk of downturns due to general economic or political uncertainties in the highly competitive aviation industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of flyExclusive's Annual Report on Form 10-K for the year ended December 31, 2025, and other documents filed by the Company from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. The Company does not give any assurance that it will achieve its expectations. View source version on businesswire.com: https://www.businesswire.com/news/home/20260624341668/en/ Media Contact media@flyexclusive.com Investor Relations Contact investors@flyexclusive.com Original: flyExclusive Reaffirms Strategic Priorities and Provides Update on Pending Jet.AI Transaction 👍️0 ErnieBilco 3 months ago How many years is the Con Winston gonna pump the worthless "merger" with FlyExclusive an equally worthless company? Watch this crash and burn like it always does when those buyers turn into remorsers, hope they get out before the Con throws another RS at this POS 👍️0 iHub News 3 months ago Jet.AI shares jump 30% after $5M strategic stake tied to SpaceXApril 8, 2026 10:43 AMIH Market News Jet.AI Inc. (NASDAQ:JTAI) shares surged about 30% after the company disclosed a $5 million strategic investment that gives it economic exposure to SpaceX and several affiliated businesses, including xAI/Grok, Starlink and X/Twitter.The AI cloud services firm made the investment through a Special Purpose Vehicle that previously held equity in xAI before the company’s recent acquisition by SpaceX. Jet.AI said the move forms part of its broader strategy to shift toward AI infrastructure while gaining exposure to the potential growth and performance of SpaceX and xAI.According to the company, the investment complements its focus on high-performance artificial intelligence systems and supporting infrastructure. Jet.AI also highlighted the possibility of a future liquidity event involving SpaceX, such as a public listing.Reports from third-party sources indicate that SpaceX has confidentially filed paperwork with the U.S. Securities and Exchange Commission for an initial public offering that could value the company between $1.75 trillion and more than $2 trillion at listing.That valuation would represent a substantial increase from SpaceX’s estimated private valuation of roughly $800 billion in late 2025 and the approximately $1.25 trillion combined valuation reached after its merger with xAI in early 2026.Market speculation suggests the offering could raise up to $75 billion in new capital, potentially surpassing the $29.4 billion IPO completed by Saudi Aramco in 2019 as the largest public offering ever.Some reports indicate that as much as 30% of the shares could be allocated to retail investors.A prospectus for the offering is expected around late May 2026, followed by a potential investor roadshow during the week of June 8, 2026, with a possible market debut in June or July 2026. Jet.AI stock price Original: Jet.AI shares jump 30% after $5M strategic stake tied to SpaceX 👍️0 Horsts 3 months ago Today, it will go down 50% 👍️0 chumfm 3 months ago Humped again.How many times does this happen weekly.Every week you see at least 2 or 3 R/S happen.Wow,that's all that can be said.Good luck and good trading. 👍️0 ErnieBilco 3 months ago So glad I'm out of this worthless ticker scam run by doucebag CEO Winston. IT'S BEYOND TIME FOR THE SEC TO VISIT THIS SCUMBAG AND PUT HIM IN CUFFS FOR FRAUD 👍️0 Horsts 3 months ago They know how to steal money.But own guilt, when trading with such useless stuff.Thank god I just watched this POS.Thanks a lot 👍️0 LessIsMore 3 months ago 1/200 R/S announced effective 4/8/26 GLTA 👍️0 glenn1919 4 months ago JTAI....................................https://stockcharts.com/sc3/ui/?s=JTAI&p=w&b=5&g=0&id=p86431144783 👍️0 Horsts 5 months ago Today it’s jumping time.To the moon, maybe 💪🏾 👍️0 ErnieBilco 5 months ago I think Mikey's gonna spring another RS on this turd to try and knock the dung beatles off for a day or two 👍️0 ErnieBilco 5 months ago Winston can always come thru with worthless fluffers to push shares out the door instead of actually building an actual company 👍️0 glenn1919 5 months ago JTAI...........................................................p/m 👍️0 Horsts 5 months ago Those who bought at over .20 today can say good bye to their money. 👍️0 Horsts 5 months ago I would go in at 2 Cent or so 👍️0 ErnieBilco 5 months ago Winston is obviously committing securities fraud telling these SC13x peeps they own a much larger percentage than the obscene dumping we have see today. Fools and their money buying into Winston's pure BS fake businesses. Over 250 million shares traded today and it's not even noon yet. I wanna a picture of this dirtbag in cuffs as they haul him away. 👍️0 Horsts 5 months ago Now you have the volume you've waiting for 👍️0 Horsts 5 months ago Dilution here obviously going on.RS later.Stay away from this.Just warning ‼️ 👍️0 Horsts 5 months ago New Alltimelow Right now 👍️0 Horsts 5 months ago Oops 😬 They did a RS 1:225 once 😕Not a good sing.Seems to be a Vegas Casino Lottery.Maybe no turnaround coming here.So better go away, looking for a more promising opportunity. 👍️0 ErnieBilco 5 months ago Beware IT'S ALMOST TIME FOR WINSTON TO THROW ANOTHER REVERSE SPLIT ON THIS TURD 👍️0 Horsts 5 months ago If all in the letter would be true, this stock should be over 5 bucks, or so. 👍️0 Horsts 5 months ago I think yesterday's letter sounds to good to be true 👍️0 Horsts 5 months ago Looks strange today 👍️0 ErnieBilco 5 months ago Looks like there are fewer and fewer peeps willing to eat the BS Winston is constantly shittin out his mouth. 👍️0 al dean 6 months ago Gee, lots of turbulence today. MMs shaking it to pieces for some reason. 👍️0 Overwatch 6 months ago Tripple down short crew... I'll keep adding here... 👍️0 Overwatch 6 months ago can't wait to see what a 300M share traded green day looks like here next week... 👍 1 Overwatch 6 months ago I got Powder for Monday.... 👍️0 Overwatch 6 months ago Cover now or re mortgage your home assholes... 👍️0 Overwatch 6 months ago Not over sold it's over naked shorted... 👍️0 Overwatch 6 months ago She big buys coming in reading the room here... 👍️0 Overwatch 6 months ago Cover bitches.... 👍️0 Overwatch 6 months ago Got a starter here today... 👍️0 Overwatch 6 months ago Timothy Sykes crew going to loose their shit here soon enough... FTD is all fun and games till you have to deliver... 👍️ 1 Overwatch 6 months ago JTAI is on the Threshold List for Failure To Deliver...Can't wait to see what Deliver looks like... 👍️0 glenn1919 6 months ago JTAI...............................................https://stockcharts.com/sc3/ui/?s=JTAI&p=w&b=5&g=0&id=p86431144783 👍️0 hondaboost 6 months ago JTAI, was $11.3 in Feb, 2025? Now, $0.5. 👍️0 glenn1919 6 months ago JTAI........................................................................p/m 👍️0 ErnieBilco 6 months ago Winston and his clowns are gonna run this under the ground with their lack of business skills. BUT DON'T WORRY BECAUSE HE LOVES TO RS TO PRETEND ITS A REAL COMPANY. 👍️0 TrendTrade2016 6 months ago et.AI & Consensus Core Announce Strategic Interest in Midwestern Canadian Data-Center Campus 👍 1 TrendTrade2016 6 months ago Jet.AI Withdraws Public Offering 👍 1 TrendTrade2016 6 months ago Jet.AI (JTAI) to Invest $10 Million in New AI Data Center Campus Near Las Vegas By Ghazal Ahmed | December 27, 2025, 2:30 AM 👍 1 TrendTrade2016 6 months ago Jet.AI Inc. JV for 50MW Data Center Campus in Moapa, Nevada By Jet.AI Inc. | December 23, 2025, 9:15 AM 👍 1 TrendTrade2016 6 months ago JTAI FIRSTY MAGNET IN 👍 1 TrendTrade2016 6 months ago JTAI..HERE WE GO TO FIRST MAGNET 👍 1 TrendTrade2016 6 months ago JTAI 1.19 TRIGGER WOULD SEND OFF ALARMS 👍 1 TrendTrade2016 6 months ago JTAI 1.15 MAGNET 👍 1 Your Recent History < > COIN ADAUSD Cardano Chart Level 2 Trades News FX USDEUR US Dollar vs Euro Chart Level 2 Trades News Financials USOTC BASFY BASF (QX) Chart Level 2 Trades News Financials AMEX SPY State Street SPDR S&P 50... Chart Level 2 Trades News Financials FX USDGBP US Dollar vs Sterling Chart Level 2 Trades News Financials NYSE CVX Chevron Chart Level 2 Trades News Financials NYSE JPM JP Morgan Chase Chart Level 2 Trades News Financials CCOM GOLD GOLD Chart Level 2 Trades News Financials AMEX XLV State Street Health Care... 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