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425 ·Filed Jun 12, 2026

JTAI

Jet.AI Inc.
BEARISH
Impact 6/10
Horizonweeks Processed4mo ago SEC0001493152-26-028450
Rule 425 M&A communications
Actionable Insight ▼ Bearish

Traders should monitor participation ahead of June 23 reconvened meeting. If institutional or retail turnout remains low, the merger is at serious risk of failure, likely pressuring JTAI shares. Conversely, last-minute voting announcements could cause a rally. Watch for further proxy solicitation updates from Laurel Hill Advisory Group.

DirectionBearish
Confidencemedium
Horizonweeks
Final — all horizons settled through T+60d ⚠ clustered
JTAI ▲ +106.34% at T+60d
SHORT call ✗ call lost -106.34% · α vs SPY -105.94% · entry $6.39 → $13.19
Entry = T+0 close
Jun 12, 2026
via day close
T+1d
-2.50%
call +2.50% · α +1.91%
$6.23
settled 4mo ago
T+5d
+10.02%
call -10.02% · α -12.83%
$7.03
settled 4mo ago
T+20d
+418.32%
call -418.32% · α -418.32%
$33.12
settled 3mo ago
T+60d
+106.34%
call -106.34% · α -105.94%
$13.19
settled 7w ago

Price Chart

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Executive Summary

Jet.AI adjourned its Special Meeting of Stockholders due to insufficient turnout—only 34.2% of outstanding shares (486,285 of 1,421,721) were represented. Although ~99% of votes cast favored the merger with flyExclusive, the deal requires a majority of all outstanding shares, so the meeting was adjourned to June 23, 2026. The company also moved the record date for the SpinCo distribution from June 15 to June 25, 2026, aligning it with the new meeting date. This filing signals a real risk that the transaction may fail if adequate shareholder participation is not achieved by the reconvened meeting.

Key Financial Metrics

Deal Type
merger

Key Facts

  • 1,421,721 shares outstanding and entitled to vote as of May 8, 2026 record date.
  • Only 486,285 shares (34.2% of outstanding) were represented at the June 11, 2026 Special Meeting.
  • Approximately 99% of votes cast were in favor of the flyExclusive merger.
  • The meeting was adjourned to June 23, 2026 at 4:00 p.m. Eastern time.
  • The record date for SpinCo distribution was moved from June 15, 2026 to June 25, 2026.
  • Approval requires a majority of all outstanding shares, not just those voting.

Financial Impact

Uncertainty around completion of the merger with flyExclusive could leave Jet.AI as a standalone entity with an $11M market cap and no concrete new financial data provided. Failure to obtain sufficient votes puts the entire deal—and any associated premium for JTAI shares—at risk.

shareholder votemerger completion probability

Risk Factors

  • Inability to achieve a quorum or majority vote at reconvened meeting could cause deal to collapse.
  • Extended timeline increases execution risk and potential for shareholder fatigue.
  • No financial terms of the merger (exchange ratio, implied valuation) are disclosed in this filing, making it hard to assess fair value.

Market Snapshot

Exchange
Nasdaq
Sector
Air Transportation, Nonscheduled
Analyst Consensus
86% bullish (7 analysts)

Investment Themes

Industrials & Manufacturing

Documents Analyzed

This report is based on 5 SEC documents filed with EDGAR.

DocumentAccession Number
425 Filing (Primary)0001493152-26-028450
Exhibit: ex99-1.htm0001493152-26-028450
Document: 0001493152-26-028450-index-headers.html0001493152-26-028450
Document: 0001493152-26-028450-index.html0001493152-26-028450
Document: 0001493152-26-028450.txt0001493152-26-028450
11 reports for JTAI
Performance horizon
67% Hit rate @ T+20 2 of 3 directional calls Went positive at some point 3 of 3 best @ T+20▲ +199.38%Jul 6, 2026
Filters
Rows
Reports for JTAI — sortable, filterable
TypeNow
Jul 21, 2026
13w ago
8-K
NEUTRAL ★ 3/10
$2.42 $1.68▼ −30.58%▼ −33.48%$1.01 (−58.26%)
Jul 17, 2026
14w ago
8-K
MIXED ★ 6/10
$2.29 $1.55▼ −32.31%▼ −36.44%$1.01 (−55.90%)
Jul 6, 2026
16w ago
8-K / 425
BULLISH ★ 6/10
$6.80 $20.36▲ +199.38%▲ +198.53%$1.01 (−85.15%)
Jun 12, 2026
19w ago
425
BEARISH ★ 6/10
$6.39 $33.12▼ −418.32%▼ −418.32%$1.01 (+84.19%)
Jun 12, 2026
19w ago
8-K
BEARISH ★ 5/10
$6.39 $33.12▼ −418.32%▼ −418.32%$1.01 (+84.19%)
May 21, 2026
22w ago
8-K
BEARISH ★ 7/10
$0.6703 $0.6665▲ +0.57%▼ −0.80%$1.01 (−50.68%)
May 15, 2026
23w ago
Press Release
MIXED ★ 5/10
$0.6598 $0.6058▼ −8.19%▼ −10.31%$1.01 (+53.08%)
May 4, 2026
25w ago
DEFM14A
MIXED ★ 6/10
$0.6807 $0.8106▲ +19.08%▲ +13.29%$1.01 (+48.38%)
Apr 23, 2026
26w ago
8-K
NEUTRAL ★ 4/10
$0.7290 $0.6551▼ −10.14%▼ −14.98%$1.01 (+38.55%)
Apr 20, 2026
27w ago
Press Release
NEUTRAL ★ 5/10
$6.94 $6.54▼ −5.76%▼ −9.97%$1.01 (−85.45%)
Showing 10 of 11

US Market Status

Market Closed — Opens Tue (16h 35m)

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Report published Jun 12, 2026