FlyExclusive has entered an agreement to acquire the aviation assets of Jet.AI as the latter company pivots to focus solely on artificial intelligence software solutions for the air charter segment. The deal is estimated to be worth between $12 million and $22 million.

Under the agreement, Jet.AI will spin off its aviation assets into a new entity (SpinCo), which FlyExclusive will then acquire. Jet.AI shareholders will retain their existing stock and receive Class A common shares in FlyExclusive. The transaction, expected to close in the second quarter, is subject to financing, regulatory review, and shareholder approval.

FlyExclusive, one of the largest U.S. air charter outfits, will absorb Jet.AI’s fleet of five aircraft—HondaJets and Cessna Citations—while consolidating operations under its own Part 135 charter certificate. As part of the transition, Jet.AI’s Las Vegas and San Francisco aircraft bases will be closed, with operations folded into FlyExclusive’s existing infrastructure. Jet.AI employees will remain with Jet.AI to support its software business.

“The proposed transaction with Jet.AI is the latest example of the value FlyExclusive’s vertically integrated private aviation platform provides,” said Jim Segrave, FlyExclusive’s founder and CEO. “This transaction supports our continued growth and market expansion in 2025.”

Mike Winston, Jet.AI’s founder and executive chairman, noted, “This business combination with FlyExclusive offers our shareholders the opportunity to benefit from growth in both private aviation and AI. Given the aircraft overlap, FlyExclusive is a natural fit.”

The acquisition aligns with FlyExclusive’s growth plans, particularly in its Challenger 350 fractional program. Meanwhile, Jet.AI’s software business, including AI-powered air charter booking tools, will remain independent and continue serving the broader aviation market.