Jet AI (JTAI) Proxy filing summary

Executive summary

• The proxy filing details a proposed merger between Jet.AI and flyExclusive, involving the separation of Jet.AI’s charter business into SpinCo, which will then merge with a flyExclusive subsidiary, making SpinCo a wholly owned subsidiary of flyExclusive.

• Jet.AI stockholders will receive shares of SpinCo, which will convert into flyExclusive Class A common stock, with the exchange ratio based on SpinCo’s net cash and flyExclusive’s trading price.

• The transaction is structured to allow each company to focus on its core business, with Jet.AI pivoting to AI and data center ventures, and flyExclusive expanding its aviation operations and liquidity.

• The merger is subject to approval by Jet.AI stockholders at a special meeting and satisfaction of closing conditions, including regulatory approvals and minimum net cash requirements.

• If the merger is not completed, Jet.AI may pay a $650,000 termination fee and reimburse expenses to flyExclusive.

Voting matters and shareholder proposals

• Stockholders are asked to approve the merger, the distribution of SpinCo shares, and the adjournment of the special meeting if more time is needed for solicitation.

• The board unanimously recommends voting in favor of all proposals.

• Certain directors and officers have entered into support agreements to vote their shares for the merger.

Board of directors and corporate governance

• After the merger, flyExclusive’s board will remain unchanged, with no Jet.AI directors joining.

• Jet.AI’s board will remain in place for its ongoing operations post-transaction.

• FlyExclusive qualifies as a “controlled company” under NYSE American rules, relying on exemptions from certain governance requirements.