FlyExclusive (JRE, Kinston) has entered into a definitive agreement to acquire the aviation business of Jet.AI in an all-stock transaction, as the latter focuses solely on its AI solutions business.
"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 Honda Aircraft, and the acquired assets will help support FlyExclusive’s 2025 growth plans," the company said in a statement. "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."
Jet.AI will first spin off its aviation business into a new company, SpinCo, which will then be acquired by FlyExclusive. Existing Jet.AI shareholders will retain their holdings in the company and get Class A shares in FlyExclusive.
The acquisition will be paid for entirely in FlyExclusive shares. The net value will be determined by Jet.AI's available net cash with an applicable premium of 115-120%. Jet.AI will have to have at least USD12 million net cash, including deposits held by Textron Aviation.
"To satisfy closing conditions and to meet the company’s ongoing financing requirements, Jet.AI has signed a USD50 million non-binding term sheet with Hexstone Capital," the company said.
The transaction is expected to close in the second quarter of 2025, contingent on conditions specified in the agreement.
FlyExclusive's fleet currently comprises 90 aircraft, predominantly of Textron Aviation make (including thirty-four Citation Excels and fifteen Citation Jet 3s), but also one Challenger 300, two Challenger 350s, two GIV-SPs, and eleven HA-420s.
In turn, Jet.AI has five Citations and HondaJets under leased or managed contracts which are included in the merger. FlyExclusive told ch-aviation in a statement that those aircraft will eventually transition to its Part 135 charter certificate and will constitute a single fleet.
Jet.AI currently operates its charter fleet on the certificate of Great Western Air, trading as Cirrus Aviation Services. The operator has a broader portfolio of aircraft, consisting of 26 units, including eight Bombardier Business Aircraft Challengers, three Citations of various types, two G550s, four Hawker 900XPs, three HA-420s, and five Learjets. In late 2024, Cirrus Aviation Services launched pre-sales of its Citation Jet 4 Gen2 fractional ownership programme.
