Jet.AI Inc. (NASDAQ: JTAI) announced that its board of directors established June 15, 2026 as the record date for stockholders to receive shares of Jet.AI SpinCo, Inc. in connection with a proposed merger transaction with flyExclusive, Inc.

Stockholders holding Jet.AI common stock as of the record date will receive SpinCo shares on a pro rata basis immediately before the completion of the merger between FlyX Merger Sub, Inc., a subsidiary of flyExclusive, and SpinCo. The SpinCo shares will convert into flyExclusive Class A common stock upon merger completion.

The company said the distribution and merger require stockholder approval and satisfaction of customary closing conditions. A special meeting of stockholders to vote on the proposed merger is scheduled for June 11, 2026.

Glass, Lewis & Co., an independent proxy advisory firm, recommended that Jet.AI stockholders vote in favor of the proposed transaction, according to the company's statement.

The transaction requires approval from a majority of outstanding shares entitled to vote. Jet.AI noted that not voting has the same effect as voting against the proposal.

According to the company, the transaction would allow stockholders to retain their existing Jet.AI shares while receiving exposure to flyExclusive's private aviation business. Jet.AI stated the arrangement would enable the company to focus on its artificial intelligence infrastructure and data center operations.

Jet.AI provides high-performance GPU infrastructure and AI cloud services. The company is listed on the NASDAQ Capital Market.