Jet.AI Plans a Big New Deal (and What It Means for Shareholders)

What Is Happening?

Imagine a company called Jet.AI Inc. (it is listed on the stock market under the ticker JTAI). Jet.AI helps run powerful computer brains (called GPUs) and AI cloud services — basically, the tech that makes artificial intelligence work.

On July 15, 2026, Jet.AI said it signed a non-binding letter of intent (think of this like a "we’re interested" note that is not a final promise) to do a reverse takeover with a private company we can’t name yet.

• The private company is worth about $300 million.
• After they combine, the new company would be worth about $320 million.
• Jet.AI shareholders would get about $20 million in cash and stock (stock = tiny ownership pieces).
• That equals roughly $10 per share of extra value, based on the shares Jet.AI has today.

Important Point: This new deal is completely separate from a different deal Jet.AI just finished with a company called flyExclusive, which already gave shareholders about $4.60 per share.

Two Sources of Value for Shareholders

Jet.AI shareholders could get value from two places:

• The recent flyExclusive deal → about $4.60 per share already returned.
• The proposed new deal → about $10 per share of extra value expected.

Together, that is a lot of added value from two separate transactions.

The Reverse Takeover Entity

Here is the simple version:

• Jet.AI would merge with the secret $300 million company.
• The combined company would be worth about $320 million.
• It would keep trading under the name JTAI at first, until the private company decides to change the ticker.
• Jet.AI shareholders get about $10 per share in extra stock and cash.

The Data Center Spin-Off Entity

As part of the deal, Jet.AI would also:

• Spin off (like splitting out) its data center joint venture and its ownership in another company called AI Infrastructure Acquisition Corp (AIIA).
• Put those into a new independent public company.
• Give shares of that new company to current Jet.AI shareholders (this is registered with the U.S. government agency that oversees stock markets, the SEC).
• The new company has reserved the ticker DCTR.

What Shareholders Would Receive

After the deal, Jet.AI shareholders would own pieces of two separate public companies:

1. The reverse takeover entity — about $10 per share of extra stock and cash value.
2. The new spin-off company that holds the data center business and the AIIA ownership.

Mike Winston, Founder and Chairman of Jet.AI, said shareholders wanted to know what comes next after flyExclusive. He explained this plan keeps the data center business going for shareholders and lets them join a fast-growing private company. They hope to finalize things soon.

Transaction Status (Is This a Sure Thing?)

Not yet! Here is the checklist of what must happen:

1. Finish "due diligence" (both sides checking each other’s homework).
2. Negotiate and sign final legal papers.
3. Get approvals from boards, shareholders, and regulators (including Nasdaq rules).

Important Point: The letter of intent is non-binding — meaning neither side is forced to finish. There is no guarantee the deal or spin-off happens at all. Jet.AI won’t give more updates unless required.

About Jet.AI Inc.

Jet.AI (JTAI on Nasdaq) is a tech company that uses AI tools and powerful GPU computers to help complex systems work better. You can learn more at www.jet.ai.

No Offer or Solicitation

This announcement is just information. It is not an offer to sell or buy any investment in places where that would be illegal without proper registration.

Forward-Looking Statements (A Friendly Warning)

Some things in the announcement are "forward-looking" — they talk about the future. These are based on hopes and guesses, not guaranteed facts. Real results could be different because negotiations might fail or markets might change. Don’t rely too heavily on future predictions.

Investor Relations Contact

• Gateway Group, Inc.
• Phone: 949-574-3860
• Email: Jet.AI@gateway-grp.com

Summary

Jet.AI signed a non-binding plan to merge with a $300M private company, creating a ~$320M combined business and giving shareholders ~$10/share extra. Separately, it will spin off its data center assets into a new DCTR company for shareholders. This follows the flyExclusive deal that already paid ~$4.60/share. The deal is not final and needs approvals within ~90 days, targeting close before year-end.

FAQ

1. What is a reverse takeover in kid terms?

It is when a private company joins a public one (Jet.AI) so it can become public without the usual long process — like moving into a house that is already on the map.

2. Will I definitely get $10 per share?

No. The plan is not binding yet. It depends on checks, papers, and approvals. If the deal falls through, you may get nothing from this part.

3. What is the spin-off company DCTR?

It is a new public company that will hold Jet.AI’s data center partnership and its share of AIIA. Current Jet.AI owners would get shares of it for free (via distribution).

4. Is the flyExclusive money separate from this?

Yes! The ~$4.60 per share from flyExclusive is already done. The new ~$10 per share is from the proposed deal and is independent.

5. Who is the private company Jet.AI is merging with?

We don’t know yet. The name is kept secret until due diligence and final papers are done.