Shares of Jet.AI Inc. (NASDAQ:JTAI) rose 4% on Friday following a regulatory procedural milestone in the companies' proposed merger. The Securities and Exchange Commission declared effective the Registration Statement on Form S-4 submitted by flyExclusive, Inc. (NYSE American:FLYX), a filing tied to the planned business combination.
The SEC's effectiveness determination advances the transaction into its stockholder approval and closing phases. As outlined by the companies, a special meeting of stockholders is expected to be held on June 11, 2026. Only those stockholders of record as of May 8, 2026, will be entitled to vote on the proposed transactions at that meeting.
Jet.AI, which supplies GPU infrastructure and AI cloud services, said it plans to file its definitive proxy statement for the special meeting with the SEC on Monday, May 4, 2026. The company also indicated it expects to begin mailing the definitive proxy materials on or about May 11, 2026.
The definitive proxy materials will provide shareholders with the detailed information they need to evaluate the proposed transactions and to vote at the special meeting. The materials will include procedures for voting as well as the risk factors related to the merger and the combined businesses.
Key points
- SEC declared effective the Form S-4 filed by flyExclusive related to the proposed merger, advancing the process to the shareholder vote stage.
- Jet.AI expects to file the definitive proxy with the SEC on May 4, 2026, and to begin mailing proxy materials on or about May 11, 2026.
- A special meeting of stockholders is scheduled for June 11, 2026, with a record date of May 8, 2026, for voting eligibility.
Risks and uncertainties
- Final approval by stockholders is required - if shareholders do not approve, the merger will not proceed as currently planned.
- The definitive proxy materials will list risk factors that could affect the proposed transactions - those risks may influence shareholder decisions and the timing of closing.
Market participants will be watching the step-by-step timeline laid out by the companies: the filing of the definitive proxy with the SEC, the distribution of proxy materials, and the special meeting to vote on the deal. Until shareholders vote and any closing conditions are satisfied, the transaction remains subject to customary approvals and risks set out in the forthcoming proxy disclosures.