North Carolina-headquartered flyExclusive has entered a definitive agreement to acquire the aviation business of Jet.AI, a US-based private aviation and artificial intelligence company.

flyExclusive will acquire the business in conjunction with Jet.AI’s focus on being a pure-play AI solutions company. The transaction will take place following Jet.AI’s spin of the business into a new company, SpinCo, which would then be acquired by flyExclusive. Jet.AI shareholders will retain their Jet.AI stock and receive new Class A common shares in flyExclusive as part of the transaction. The business combination is contingent upon the closing conditions outlined in the agreement.

This strategic business combination is a natural fit for flyExclusive to acquire Jet.AI’s aviation business, as both companies operate planes from Textron Aviation and HondaJet, and the acquired assets will help support flyExclusive’s 2025 growth plans. As the one of the largest and most well-established companies in private aviation, flyExclusive brings a robust fleet and leading operational expertise. This deal is mutually beneficial as it is expected to provide flyExclusive with additional growth capital and enhanced shareholder liquidity and to allow Jet.AI to focus as a pure-play AI solutions company.

flyExclusive’s founder and chief executive officer Jim Segrave notes: “The proposed transaction with Jet.AI is the latest example of the value flyExclusive’s vertically integrated private aviation platform provides to industry participants. The transaction benefits flyExclusive investors and will augment our continued growth and market share expansion as an industry leader. Additional growth capital and new shareholders provide an early tailwind in 2025 as we onboard additional high-performance aircraft and serve strong demand for our differentiated customer service.”

“This business combination with flyExclusive offers our shareholders the opportunity to benefit from growth in both private aviation and AI,” adds Jet.AI founder and executive chairman Mike Winston. “flyExclusive, the fifth-largest operator in the industry by hours flown, is a natural fit, with clear synergies given the common aircraft we operate.”

The business combination is structured as an all-stock transaction, spinning off Jet.AI’s charter business assets into the SpinCo, which in turn will be acquired by flyExclusive.

The transaction is expected to close in the second quarter of 2025, subject to various closing conditions, including but not limited to Jet.AI financing, regulatory review and shareholder approval.