LAS VEGAS, July 15, 2026, 09:06 (PDT)
Jet.AI Inc. NASDAQ:JTAI shares dropped 12.5% to $4.26 early Wednesday, despite the company saying a possible reverse takeover with a private company could mean around $10 per share in value. The stock hit $7.17 before falling back. Investors gave a deep discount to the non-binding bid.
The $10 figure is based on a very different denominator now. As of May 13, Jet.AI had 1,421,721 common shares outstanding. But the flyExclusive distribution this week, along with the exchange ratios used, points to around 1.957 million shares at the July record date. That’s almost 38% more shares.
A fixed $20 million spread over the May share count works out to around $14.07 per share. If applied to the July share count, it’s about $10.22 a share, nearly matching the company’s revised figure. Jet.AI hasn’t said what share-count protection, cash or stock split, or funding terms are tied to the deal.
| Share-count basis | Common shares | Illustrative value of $20 million |
|---|---|---|
| May 13 filing count | 1,421,721 | $14.07 per share |
| Implied count from July distribution | About 1,957,400 | $10.22 per share |
| Change | +37.7% | 27.4% drop per share |
Trading got hotter. Almost 25 million Jet.AI shares traded by 11:51 a.m. EDT, about 12.7 times the apparent July share count. Shares turn over multiple times in a day, but this spike signals quick speculative money more than any consensus on the deal’s worth.
Wednesday marked the ex-date, so anyone buying Jet.AI shares from then on wasn’t getting the earlier flyExclusive Inc. NYSEAMERICAN:FLYX distribution. Qualified holders got 2.9002 flyExclusive shares for every Jet.AI share they owned. Another 0.7251 share per Jet.AI share was held back pending a price review. With flyExclusive last at $1.365, those stakes came out to about $3.96 and $0.99 each.
| Value per eligible pre-distribution Jet.AI share | Latest indicated value | Status |
|---|---|---|
| Jet.AI share kept | $4.26 | Trading |
| 2.9002 flyExclusive shares | $3.96 | Distributed |
| 0.7251 flyExclusive reserve | $0.99 | Conditional |
| Total value incl. reserve | $9.21 | Based on market snapshot |
| Company two-step figure | About $14.60 | $4.60 already done, $10 proposed |
The current deal sits about 37% under Jet.AI’s stated combined value of around $14.60, and that’s before factoring in any value from the planned data center spin. Only investors who qualify for the flyExclusive payout are included in this comparison. Even so, the numbers suggest the market sees the new $10 estimate as a chance-weighted result, not as certain cash.
Jet.AI said Tuesday it got a proposal where current shareholders would get about $20 million, or between 5% and 6% of a merged company that would be valued near $320 million. On Wednesday, the company added that the other party in the deal makes up about $300 million of the total value, with the offer including both cash and stock. The deal is set up as a reverse takeover, where a private firm gets public by merging into a listed one. Jet.AI plans to work out a final agreement in the next 90 days and wants to close by the end of the year.
Jet.AI’s disclosure on the finished flyExclusive deal includes a numbers issue. The company put the total deal at 7,096,115 flyExclusive shares, with 5,676,892 shares issued at closing. That would mean 1,419,223 shares are unissued. But Jet.AI’s release counted 1,957,402 shares as held in reserve instead. The exchange’s 0.7251 reserve ratio matches a reserve of about 1.42 million shares. Jet.AI didn’t clarify the difference in its release.
Jet.AI plans to spin off its data-center JV and stake in AI Infrastructure Acquisition Corp. (NYSE:AIIA) under the symbol DCTR. Its March quarterly showed values of $2.765 million for the JV and $17.231 million for the beneficial interest, though the bigger number used less observable inputs and isn’t a cash amount. The company didn’t give a new valuation in the latest announcement.
“Shareholders want to know what the future holds for the Company,” founder and Chairman Mike Winston said in a statement Wednesday. That’s a shift from the aviation deal already done: flyExclusive got known aircraft, cash, and other assets, and CEO Jim Segrave said, “We’re not simply adding assets.” This time, the new counterparty hasn’t been identified. GlobeNewswire
The valuation gap isn’t a sure bet. The letter of intent isn’t binding, and due diligence could change the $320 million amount. Stock paid out in the deal could drop in value once issued, and the share count could dilute if the final terms don’t keep the denominator steady. The deal still needs board, shareholder and regulatory sign-off. Jet.AI’s reserve could also get trimmed in the post-close adjustment.
Investors are waiting for a named counterparty, a clear share measurement date, details on the cash and stock mix, and the spin-off registration. Without those, Jet.AI’s market price is pricing the $10 plan as a possible offer, not something actually payable.
