UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): July
31, 2023
Oxbridge
Acquisition Corp.
(Exact
Name of Registrant as Specified in Its Charter)
| Cayman
Islands |
|
001-40725 |
|
98-1615951 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
Suite
201, 42
Edward Street
Georgetown,
Grand Cayman
P.O.
Box 469, KY1-9006
Cayman
Islands
(Address
of Principal Executive Offices)
(345)
749-7570
(Registrant’s
Telephone Number)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share $0.0001, and one redeemable warrant |
|
OXACU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares included as part of the units |
|
OXAC |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants included as part of the units |
|
OXACW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
7.01. | Regulation
FD Disclosure. |
On
July 31, 2023, Oxbridge Acquisition Corp. (“Oxbridge” or the “Company”) issued a press release announcing that
Jet Token Inc. d/b/a Jet.AI (“Jet.AI”), an innovative private aviation and artificial intelligence company, launched its
AI-powered charter booking application, CharterGPT, and also setting forth information related to an upcoming extraordinary general
meeting of shareholders to approve proposals associated with a proposed business combination involving Oxbridge and Jet.AI. A copy
of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The
information in this Current Report on Form 8-K and the press release attached as Exhibit 99.1 hereto is being furnished under Item 7.01
and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
Important
Information for Investors and Shareholders
This
communication is being made in respect of the proposed transaction involving Oxbridge and Jet.AI. A full description of the terms of
the transaction is provided in the registration statement on Form S-4 (File No. 333-270848) (the “Registration Statement”)
filed with the Securities and Exchange Commission (the “SEC”) by Oxbridge The Registration Statement includes a prospectus
with respect to the combined company’s securities to be issued in connection with the business combination and a definitive proxy
statement with respect to the shareholder meeting of Oxbridge to vote on the business combination. Additionally, Oxbridge will file other
relevant materials with the SEC in connection with the business combination. Copies may be obtained free of charge at the SEC’s
web site at www.sec.gov. Security holders of Oxbridge are urged to read the proxy statement/prospectus, including all amendments and
supplements thereto, and the other relevant materials when they become available before making any voting decision with respect to the
proposed business combination because they will contain important information about the business combination and the parties to the business
combination. The definitive proxy statement/prospectus included in the Registration Statement is being mailed to stockholders of Oxbridge
as of the record date established for voting on the proposed business combination. Stockholders may also obtain a copy of the Registration
Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to:
Oxbridge Acquisition Corp., Suite 201, 42 Edward Street, George Town, Grand Cayman, KY1-9006, Cayman Islands. The information contained
on, or that may be accessed through, the websites referenced herein is not incorporated by reference into, and is not a part of, this
filing.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of
the proposed transactions and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there
be any sale of securities in any states or jurisdictions 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
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the proposed transaction between Jet.AI and Oxbridge (the “Business Combination”), including statements regarding the
benefits of the Business Combination, the anticipated timing of the Business Combination, the services offered by Jet.AI and the markets
in which it operates, and Jet.AI’s projected future results. 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. 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. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the
date they were made. The following factors, among others, could cause actual results to differ materially from those described in these
forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to an amendment or termination
of the Business Combination Agreement and the proposed transaction contemplated thereby; the inability to complete the transactions contemplated
by the Business Combination Agreement due to the failure to obtain approval of the stockholders of Oxbridge or Jet.AI or other conditions
to closing in the Business Combination Agreement; the inability to project with any certainty the amount of cash proceeds remaining in
the Oxbridge trust account at the closing of the transaction; the inability of the company post-closing to obtain or maintain the listing
of its securities on Nasdaq following the business combination; the amount of costs related to the business combination; the outcome
of any legal proceedings that may be instituted against the parties following the announcement of the business combination; changes in
applicable laws or regulations; the ability of Jet.AI to meet its post-closing financial and strategic goals, due to, among other things,
competition; the ability of the company post-closing to grow and manage growth profitability and retain its key employees; and the possibility
that the company post-closing may be adversely affected by other economic, business, and/or competitive factors. The valuation of the
securities to be distributed in the transaction also constitutes a forward-looking statement, with the common stock component of the
transaction valued based upon a $10.00 valuation which is intended to approximate the liquidation value of the common stock at closing,
but may not represent the post-closing value of the shares, and with the warrant component of the transaction valued at $8.16 per warrant
by application of a Black-Scholes formula developed by Jet.AI management, which may not equate to the actual post-closing value of the
warrants. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of Oxbridge’s registration on Form S-1 (File No. 333-257998), the registration statement on Form S-4 (File No. 333-270848),
as amended, and other documents filed by Oxbridge from time to time with the SEC. 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.
Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking
statements, and Jet.AI and Oxbridge assume no obligation and do not intend to update or revise these forward-looking statements, whether
as a result of new information, future events, or otherwise.
| Item
9.01. |
Financial
Statements and Exhibits. |
| |
(a) |
Not
applicable. |
| |
|
|
| |
(b) |
Not
applicable. |
| |
|
|
| |
(c) |
Not
applicable. |
| |
|
|
| |
(d) |
Exhibits. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
OXBRIDGE
ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/
Jay Madhu |
| |
|
Jay
Madhu |
| |
|
Chief
Executive Officer |
Date:
July 31, 2023
Exhibit
99.1
JET.AI
LAUNCHES AI-POWERED CHARTER BOOKING PLATFORM: CHARTERGPT
Cutting-Edge
Machine Learning Technology Transforms Jet Booking and Brokerage Experience by Automating Traditionally Manual Process
LAS
VEGAS – July 31, 2023 (GLOBE NEWSWIRE) – Oxbridge Acquisition Corp (NASDAQ: OXAC). Jet Token Inc. d/b/a Jet.AI (“Jet.AI”
or the “Company”), an innovative private aviation, artificial intelligence (“AI”), company, today announced
the launch of its AI-powered charter booking application, CharterGPT. This cutting-edge technology automates the manual process of booking
a private jet. Through natural language processing, the CharterGPT app communicates with both consumers and charter operators to reduce
the time spent by a broker as the “human-in-the-loop.”
Of
roughly 2,350 Part 135 charter operators in the US, 80% currently have fewer than ten aircraft and 60% have fewer than five. These Part
135 charter operators function as something akin to miniature airlines and can be hard to get a charter quote from. Aside from handling
customer conversations, CharterGPT is designed to help weed through, and obtain responses from, these smaller operators via outbound,
interactive, natural language communication.
“CharterGPT
is an impressive, real-world application of transformative AI technology that is friendly, knowledgeable and fun to use,” said
Mike Winston, Founder of Jet.AI. “Through CharterGPT we’ve brought new technology to industry and from here, our goal is
to continue to bring practical tools to market.”
The
next iteration of the app due in the fall is also expected to integrate with Stripe for payments, support automatic contract reconciliation
between Jet.AI’s contracts with customers and contracts with operators, provide recommendations on preferred ground transportation,
most efficient airport locations to travel in and out of, most opportune departure dates and more.
The
CharterGPT app has been uploaded to the iOS store and is planned for release in early August with Android store release expected a few
weeks later. For more information on Jet.AI and CharterGPT, please visit www.jet.ai. Media interested in testing the app should e-mail
Jet.AI@gateway-grp.com.
CharterGPT
is Jet.AI’s most recent product launch comes on the heels of its proposed business combination announcement with Oxbridge Acquisition
Corp (NASDAQ: OXAC). Upon the closing of the transaction the combined company will be named Jet.AI Inc. (Reserved NASDAQ: JTAI) and its
securities are expected to be publicly listed on Nasdaq Capital Markets.
Additionally,
the boards of directors of Oxbridge Acquisition Corp and Jet.AI have unanimously approved the business combination. Oxbridge Acquisition
Corp has set 3:00 PM local time (4:00 PM EST) on August 4, 2023 as the time and date for an extraordinary general meeting of shareholders
to approve the proposals associated with the business combination. Oxbridge Acquisition Corp shareholders of record as of June 23, 2023,
which is the record date for the extraordinary general meeting, will be entitled to vote. The proxy statement/prospectus contains important
information about Jet.AI, Oxbridge Acquisition Corp, and the business combination.
###
About
Jet.AI:
Jet.AI
operates in two segments, Software and Aviation, respectively. The Software segment features the B2C CharterGPT app and the B2B Jet.AI
Operator platform. The CharterGPT app uses natural language processing and machine learning to improve the private jet booking experience.
The Jet.AI operator platform offers a suite of stand-alone software products to enable FAA Part 135 charter providers to add revenue,
maximize efficiency, and reduce environmental impact. The Aviation segment features jet aircraft fractions, jet card, on-fleet charter,
management, and buyer’s brokerage. Jet.AI is an official partner of the Las Vegas Golden Knights, 2023 NHL Stanley Cup® champions.
The Company was founded in 2018 and is based in Las Vegas, NV and San Francisco, CA.
ABOUT
OXBRIDGE ACQUISITION CORP.:
Oxbridge
is a Cayman Islands-exempted, Cayman Islands-based blank check company incorporated in 2021 and managed by the executive officers of
Oxbridge Re Holdings Limited (NASDAQ: OXBR), the founding and leading investor in the sponsor of Oxbridge. The company was formed with
the purpose of entering into a merger in the field of artificial intelligence, blockchain technology and insurance technology and its
ordinary shares, units and warrants trade on the Nasdaq Capital Markets under tickers “OXAC”, “OXACU” and “OXACW”,
respectively.
Important
Information About the Proposed Business Combination and Where to Find It
This
press release relates to a proposed transaction between Jet.AI and Oxbridge (the “Business Combination”). In connection with
the proposed Business Combination, Oxbridge has filed a registration statement on Form S-4, as amended from time to time, (the “Registration
Statement”) with the SEC which includes a proxy statement/prospectus that is both the proxy statement to be distributed to Oxbridge’s
stockholders in connection with its solicitation of proxies for the vote by Oxbridge’s stockholders with respect to the proposed
Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus, and relating to
the offer and sale of the securities to be issued in the Business Combination. The Registration Statement was declared effective on July
28, 2023 and Oxbridge has commenced mailing of a definitive proxy statement/prospectus and other relevant documents to its stockholders.
This press release does not contain all the information that should be considered concerning the proposed Business Combination and is
not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Oxbridge’s
stockholders and other interested persons are advised to read the definitive proxy statement/prospectus included in the Registration
Statement and the amendments thereto and other documents filed in connection with the proposed Business Combination, as these materials
will contain important information about Jet.AI, Oxbridge and the Business Combination. The definitive proxy statement/prospectus and
other relevant materials for the proposed Business Combination have been mailed to stockholders of Oxbridge as of June 23, 2023. Stockholders
will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with
the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to Oxbridge Acquisition
Corp., Suite 201, 42 Edward Street, George Town, Cayman Islands, KY1-9006.
Forward-Looking
Statements
This
press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed
business combination between Jet.AI and Oxbridge (the “Business Combination”), including statements regarding the benefits
of the Business Combination, the anticipated timing of the Business Combination, the services offered by Jet.AI and the markets in which
it operates, and Jet.AI’s projected future results. 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. 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.
As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made.
The
following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements:
the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the Business Combination
Agreement and Plan of Reorganization between Oxbridge, Oxbridge Merger Sub I, Inc., Oxbridge Merger Sub II, LLC, and Jet.AI dated (the
“Business Combination Agreement”) and the proposed transaction contemplated thereby; the inability to complete the transactions
contemplated by the Business Combination Agreement due to the failure to obtain approval of the stockholders of Oxbridge or Jet.AI or
other conditions to closing in the Business Combination Agreement; the inability to project with any certainty the amount of cash proceeds
remaining in the Oxbridge trust account at the closing of the transaction; the inability of the company post-closing to obtain or maintain
the listing of its securities on Nasdaq following the business combination; the amount of costs related to the business combination;
the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination;
changes in applicable laws or regulations; the ability of Jet.AI to meet its post-closing financial and strategic goals, due to, among
other things, competition; the ability of the company post-closing to grow and manage growth profitability and retain its key employees;
and the possibility that the company post-closing may be adversely affected by other economic, business, and/or competitive factors.
The valuation of the securities to be distributed in the transaction also constitutes a forward-looking statement, with the common stock
component of the transaction valued based upon a $10 valuation which is intended to approximate the liquidation value of the common stock
at closing, but may not represent the post-closing value of the shares, and with the warrant component of the transaction valued at approximately
$8.16 per warrant by application of a Black-Scholes formula developed by Jet.AI management, which may not equate to the actual post-closing
value of the warrants. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk
Factors” section of Oxbridge’s registration statement on Form S-1 which became effective on August 11, 2021 (File No. 333-257998),
the Registration Statement and the amendments thereto on Form S-4 as discussed above (File No. 333-270848) and other documents filed
by Oxbridge from time to time with the SEC. 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. Oxbridge and Jet.AI caution that
the foregoing list of factors is not exclusive. These forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance
on forward-looking statements, and Jet.AI and Oxbridge assume no obligation and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events, or otherwise.
Participants
in the Solicitation
Oxbridge
and Jet.AI and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from
Oxbridge’s shareholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information
regarding the names and interests in the Business Combination of Oxbridge’s directors and officers in Oxbridge’s filings
with the SEC, including Oxbridge’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with
the SEC on February 22, 2023 and the Registration Statement on Form S-4, which includes the proxy statement/prospectus of Oxbridge for
the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the
Business Combination of Jet.AI’s directors and officers in the Registration Statement. Stockholders can obtain copies of Oxbridge’s
filings with the SEC, without charge, at the SEC’s website at www.sec.gov.
No
Offer or Solicitation
This
press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect
of the proposed Business Combination. This press release shall also 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 states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an
exemption therefrom.
CONTACTS:
For
Oxbridge
Jay
Madhu
CEO
& Chairman of the Board
813-263-507
Jmadhu@oxbridgeaq.com
Contacts:
For
Jet.AI
Gateway
Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com
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