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A Las Vegas company that spent years chartering private jets is now preparing for a second major transformation in less than a year. Jet.AI Inc. (NASDAQ: JTAI) announced this week that it has signed a non-binding letter of intent to merge with a privately held operating company in a deal valued at approximately $300 million. Once complete, the combined business would be worth roughly $320 million, and current Jet.AI shareholders would receive about $10 per share in additional stock and cash. The identity of the private company involved has not been disclosed publicly yet.
This is not Jet.AI’s first reshuffle this year. The company recently finished a separate transaction with flyExclusive, Inc. (NYSE American: FLYX), a private aviation operator, which delivered about $4.60 per share to Jet.AI shareholders. That deal and the newly announced one are unrelated to each other, but taken together they represent two distinct payouts for the same group of shareholders within a matter of months. It is an unusual pace of corporate activity for a company of Jet.AI’s size, and it reflects how quickly the business has been reshaping itself since the start of the year.
The new proposal is built around two moving pieces rather than one straightforward merger. The first is the reverse takeover itself. Jet.AI would combine with the unnamed private company, and the resulting business would keep trading under the JTAI ticker until the new owners decide otherwise. The second piece involves splitting off a part of Jet.AI that has nothing to do with the merger partner. As a condition of the deal, Jet.AI plans to spin off its data center joint venture, along with its ownership stake in AI Infrastructure Acquisition Corp. (NYSE: AIIA), into a separate, newly formed public company.
That new entity has already reserved a ticker symbol, DCTR, ahead of its planned launch on Nasdaq. Assuming the plan holds together, Jet.AI shareholders would end up holding stakes in two separate public companies instead of one. One stake would represent ownership in the merged, reverse takeover business, carrying that additional $10 per share of value. The other would hold the data center assets and the stake in AI Infrastructure Acquisition Corp, giving shareholders continued exposure to AI infrastructure, a sector that has drawn heavy investor interest over the past year.
Company founder and chairman Mike Winston framed the plan as a response to a question shareholders had already been asking after the flyExclusive deal closed. He said the structure was meant to give stockholders two forms of ongoing value, continued ownership in the data center business through the spin off, and a stake in what the company described as a high growth counterparty through the merger. He added that Jet.AI looks forward to working toward a definitive agreement in the months ahead.
None of this is finalized yet. The letter of intent is non-binding, meaning neither side is obligated to complete the deal. Jet.AI still has to finish due diligence, negotiate and sign definitive agreements, and secure approval from its board, its stockholders, and regulators, including compliance with Nasdaq listing rules. The two parties expect to reach a final agreement within ninety days and are targeting a close before the end of the year, though Jet.AI has said there is no assurance the transaction, or the related spin off, will happen on these terms, or at all.
Anyone following Jet.AI now has two separate storylines to track rather than one. There is the pending merger, which hinges on the identity of a company that has not yet been named publicly, and there is the data center spin off, which is further along in structure even if its underlying finances remain small. Whether the combined arrangement delivers the value Jet.AI is promising will depend heavily on details the company has not yet released, including exactly who its new merger partner turns out to be.
