FLYX nears Jet.AI merger as stockholder vote falls short by slim margin
The deal, first announced in February 2025, will see flyExclusive acquire Jet.AI’s aviation business in an all-stock transaction.
flyExclusive (FLYX) is within reach of completing its long-running merger with Jet.AI after a reconvened shareholder vote showed overwhelming support for the deal, with only around 22,500 additional votes needed to clear the approval threshold.
“The voting results demonstrate broad support among participating stockholders, and we remain focused on completing the transaction and moving forward with our strategic objectives,” said Jim Segrave, founder, chairman and CEO of flyExclusive.
The deal, first announced in February 2025, will see flyExclusive acquire Jet.AI’s aviation business in an all-stock transaction.
The structure of the merger is straightforward. Jet.AI will transfer its aviation assets into a wholly-owned subsidiary called Jet.AI SpinCo, which will then merge into flyExclusive. Jet.AI itself will remain a separate, publicly traded company, refocusing on AI and data centre infrastructure.
The deal is designed to provide flyExclusive with additional growth capital and enhanced shareholder liquidity, while allowing Jet.AI to concentrate on becoming a pure-play AI solutions company.
Both companies operate planes from Textron Aviation and HondaJet.
The path to closing has faced various delays. The merger agreement has been extended multiple times since it was first signed, with the outside date most recently pushed to June 30, 2026.
As of the special meeting held on June 24, 688,285 shares, roughly 48.4% of Jet.AI’s total outstanding shares, have voted in favour, with approximately 99% of all votes cast supporting the transaction. The deal requires a majority of all outstanding shares, or around 710,861 votes. The meeting was adjourned and will reconvene on July 2.
The merger has been endorsed by ISS and Glass Lewis. The two firms are independent proxy advisors that analyse corporate transactions and issue voting recommendations. Both have recommended voting in favour of the merger.
Alongside the merger update, flyExclusive reaffirmed its 2026 priorities of improving profitability, strengthening its balance sheet and increasing aircraft utilisation. The company said it flew over 7,000 hours last month, its highest utilisation on record.
flyExclusive said it will provide a further update following the July 2 reconvened meeting.
