LAS VEGAS, July 15, 2026 – Jet.AI Inc. (NASDAQ: JTAI) saw its stock tumble 12.5% to $4.26 in early trading Wednesday, despite announcing a non-binding reverse takeover proposal that could imply a value of approximately $10 per share. The stock briefly spiked to $7.17 before retreating, as investors applied a steep discount to the tentative offer.
The $10 valuation hinges on a significantly altered share count. As of May 13, Jet.AI had 1,421,721 common shares outstanding. However, the distribution of flyExclusive shares this week, combined with the exchange ratios used, suggests a share count of roughly 1.957 million at the July record date – an increase of nearly 38%. A fixed $20 million spread over the May share count would equate to about $14.07 per share, but applied to the July count, it drops to roughly $10.22, aligning closely with the company's revised figure. Jet.AI has not disclosed any share-count protection, cash or stock split provisions, or funding terms tied to the deal.
Trading volume surged, with nearly 25 million Jet.AI shares changing hands by 11:51 a.m. EDT, approximately 12.7 times the apparent July share count. This high turnover suggests speculative activity rather than a consensus on the deal's intrinsic value.
Wednesday marked the ex-date for the flyExclusive (NYSEAMERICAN: FLYX) distribution. Qualified holders received 2.9002 flyExclusive shares for each Jet.AI share owned, with an additional 0.7251 shares held back pending a price review. Based on flyExclusive's last trade at $1.365, those stakes are valued at roughly $3.96 and $0.99 per Jet.AI share, respectively. The combined value of the Jet.AI share (trading at $4.26), the distributed flyExclusive shares, and the reserve totals approximately $9.21, about 37% below Jet.AI's stated combined value of around $14.60, before factoring in any value from a planned data center spin-off.
Jet.AI announced Tuesday it received a proposal where current shareholders would receive about $20 million, or between 5% and 6% of a merged company valued near $320 million. On Wednesday, the company added that the other party in the reverse takeover constitutes approximately $300 million of the total value, with the offer comprising both cash and stock. The deal is structured as a reverse takeover, allowing a private firm to go public by merging into Jet.AI. The company aims to finalize an agreement within 90 days and close by year-end.
Discrepancies in Jet.AI's disclosure regarding the completed flyExclusive deal have emerged. The company stated the total deal involved 7,096,115 flyExclusive shares, with 5,676,892 issued at closing, implying 1,419,223 unissued shares. However, Jet.AI's release counted 1,957,402 shares held in reserve. The exchange's 0.7251 reserve ratio matches a reserve of about 1.42 million shares, but the company did not clarify the discrepancy.
Jet.AI also plans to spin off its data-center joint venture and stake in AI Infrastructure Acquisition Corp. (NYSE: AIIA) under the ticker DCTR. Its March quarterly report valued the JV at $2.765 million and the beneficial interest at $17.231 million, though the latter used less observable inputs and is not a cash amount. No new valuation was provided in the latest announcement.
“Shareholders want to know what the future holds for the Company,” said founder and Chairman Mike Winston in a statement Wednesday. This contrasts with the previous aviation deal, where flyExclusive CEO Jim Segrave emphasized acquiring known assets. The new counterparty remains unidentified.
The valuation gap is not a sure bet. The letter of intent is non-binding, and due diligence could alter the $320 million figure. Stock issued in the deal could depreciate, and the share count may dilute if final terms do not stabilize the denominator. The deal requires board, shareholder, and regulatory approvals. The reserve could also be adjusted post-close.
Investors await a named counterparty, a clear share measurement date, details on the cash and stock mix, and the spin-off registration. Without these, the market is pricing the $10 proposal as a possible offer rather than a guaranteed payout.
