Proposed business combination and spin-off designed to provide stockholders with equity in two public companies

LAS VEGAS, July 14, 2026 (GLOBE NEWSWIRE) -- Jet.AI Inc. (NASDAQ:JTAI) ("Jet.AI" or the "Company"), an emerging provider of high-performance GPU infrastructure and AI cloud services, today announced that it has entered into a non-binding letter of intent (the "LOI") for a proposed business combination with a privately held operating company (the "Counterparty"). The proposed transaction is expected to be priced at approximately $320mm of total enterprise value with approximately $20mm of the $320mm (or roughly 5-6% of the pro-forma company) allocated to Jet.AI shareholders. The identity of the Counterparty and the additional commercial terms of the proposed transaction remain confidential pending the completion of due diligence and the negotiation and execution of definitive transaction documents.

The proposed transaction would result in Jet.AI stockholders owning shares in two publicly traded companies.

The combined company. Jet.AI would merge with the Counterparty and would initially continue to trade under the existing "JTAI" ticker.
A new data center company. As a condition of the proposed transaction, Jet.AI would spin off its data center business, together with its ownership interest in AIIA Sponsor Ltd. (the sponsor of AI Infrastructure Acquisition Corp.), into a new independent public company. Shares of the new company would be distributed to existing Jet.AI stockholders through a distribution registered with the U.S. Securities and Exchange Commission on Form 10. In anticipation of the spin-off, the NASDAQ ticker symbol DCTR has been reserved.

"Shareholders want to know what the future holds for the company following the successful flyExclusive transaction," said Mike Winston, Founder and Chairman of Jet.AI. "Today’s announcement shows our continued push in the data center business while continuing to remain opportunistic when we believe a compelling transaction presents itself. The structure is designed to yet again deliver value to our stockholders on two fronts: continued ownership in our data center business through the new spin-off company and participation in the future of a high growth Counterparty. We look forward to working toward definitive agreements in the period ahead."

Transaction Status

The LOI is non-binding and does not obligate either party to consummate the proposed transaction. Completion of the proposed transaction remains subject to, among other things, satisfactory completion of due diligence, the negotiation and execution of definitive agreements, and the receipt of all required board, stockholder and regulatory approvals, including compliance with applicable Nasdaq listing requirements. There can be no assurance that definitive agreements will be executed or that the proposed transaction, or the contemplated spin-off, will be completed on the terms described, or at all. The Company does not intend to provide further updates regarding the proposed transaction unless and until it determines that additional disclosure is required or appropriate.

About Jet.AI Inc.

Jet.AI Inc. (NASDAQ:JTAI) is a technology-driven company focused on deploying artificial intelligence tools and high-performance GPU infrastructure to enhance decision-making, efficiency, and performance across complex systems. The Company is listed on the NASDAQ Capital Market under the ticker symbol "JTAI." To learn more, visit www.jet.ai.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains certain statements that may be deemed to be "forward-looking statements" within the meaning of the federal securities laws, including the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, with respect to the products and services offered by Jet.AI and the markets in which it operates, Jet.AI's projected future results, and Jet.AI's perception of market conditions, including the expected timing of the potential transactions and the future business strategy of Jet.AI. Statements that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to future events or our future performance or future financial condition. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about our Company, our industry, our beliefs and our assumptions. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions or the negative of these terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results, including the failure to negotiate and enter into definitive transaction documents and broader market conditions. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company's most recent Annual Report on Form 10-K and subsequent reports filed with the Securities and Exchange Commission. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet.AI assumes no obligation and does not intend to update or revise these forward-looking statements, whether because of new information, future events, or otherwise, except as provided by law.

Investor Relations Contact

Gateway Group, Inc.

949-574-3860

Jet.AI@gateway-grp.com