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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
| ☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended June 30, 2023
or
| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from _______ to _______
Commission
File No. 001-40725
| Jet.AI
Inc. |
| (Exact
name of registrant as specified in its charter) |
| Delaware |
|
93-2971741 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
10845
Griffith Peak Dr.
Suite
200
Las
Vegas, NV 89135 |
| (Address
of Principal Executive Offices) (Zip Code) |
| (702)
747-4000 |
| (Registrant’s
telephone number, including area code) |
Oxbridge
Acquisition Corp.,
Suite
201, 42 Edward Street,
George
Town, Grand Cayman,
P.O
Box 469, KY1-9006
Cayman
Islands |
| (Former
name, former address and former fiscal year, if changed since last report) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.0001 per share |
|
JTAI |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
JTAIW |
|
The
Nasdaq Stock Market LLC |
| Merger
Consideration Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $15.00 per share |
|
JTAIZ |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☐ |
Large
accelerated filer |
☐ |
Accelerated
filer |
| ☒ |
Non-accelerated
filer |
☒ |
Smaller
reporting company |
| |
|
☒ |
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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐
As
of August 21, 2023, there were 8,715,043 of the Company’s common stock, par value $0.0001, issued and outstanding.
Explanatory
Note
On
August 10, 2023, subsequent to the fiscal quarter to which this Quarterly Report on Form 10-Q (this “Quarterly Report”) relates,
Jet.AI Inc. (formerly known as Oxbridge Acquisition Corp. (“Oxbridge”), prior to its domestication as a corporation incorporated
in the state of Delaware) (“Jet.AI”) consummated the previously announced business combination (the “Business Combination”)
by and among the Oxbridge, OXAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“First
Merger Sub”), Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a Delaware limited liability company and a direct, wholly
owned subsidiary of the Company (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”),
and Jet Token Inc., a Delaware corporation (“Jet Token”).
Unless
stated otherwise, this Quarterly Report contains information about Oxbridge before the Business Combination. References to the “Company,”
“our,” “us” or “we” in this Quarterly Report refer to Oxbridge before the consummation of the Business
Combination and to Jet.AI after the Business Combination, unless stated otherwise or the context otherwise requires.
For
more information regarding the Business Combination, see Jet.AI’s Current Report on Form 8-K filed on August 14, 2023.
Except
as otherwise expressly provided herein, the information in this Quarterly Report does not reflect the consummation of the Business Combination,
which occurred subsequent to the period covered by this Quarterly Report.
OXBRIDGE
ACQUISITION CORP.
FORM
10-Q FOR THE QUARTER ENDED JUNE 30, 2023
TABLE
OF CONTENTS
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS.
OXBRIDGE
ACQUISITION CORP.
CONDENSED
BALANCE SHEETS
| | |
June 30, | | |
December 31, | |
| | |
2023 | | |
2022 | |
| | |
(unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 19,879 | | |
$ | 211,718 | |
| Accrued interest, prepaid expenses and other receivables | |
| 36,504 | | |
| 3,593 | |
| Marketable securities held in Trust Account | |
| 13,125,461 | | |
| 12,834,629 | |
| Total Assets | |
$ | 13,181,844 | | |
$ | 13,049,940 | |
| | |
| | | |
| | |
| Liabilities and Shareholders’ Equity | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Due to affiliates | |
$ | - | | |
$ | 3,861 | |
| Accrued expenses | |
| 410,825 | | |
| 97,981 | |
| Promissory note payable | |
| 575,000 | | |
| 575,000 | |
| Deferred underwriting commissions | |
| 4,025,000 | | |
| 4,025,000 | |
| Derivative warrant liabilities | |
| 575,739 | | |
| 369,902 | |
| Total liabilities | |
| 5,586,564 | | |
| 5,071,744 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| - | | |
| - | |
| Class A ordinary shares; 1,186,952 shares subject to possible redemption (at redemption value) | |
| 13,125,461 | | |
| 12,834,629 | |
| | |
| | | |
| | |
| Shareholders’ Deficit: | |
| | | |
| | |
| Preference shares, $0.0001 par value; 4,000,000 shares authorized; none issued and outstanding | |
| - | | |
| - | |
| Class A ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 115,000 issued and outstanding (excluding 1,186,952 shares subject to possible redemption) | |
| - | | |
| - | |
| Class B ordinary shares, $0.0001 par value; 40,000,000 shares authorized; 2,875,000 shares issued and outstanding | |
| 288 | | |
| 288 | |
| Common stock | |
| | | |
| | |
| Accumulated Deficit | |
| (5,530,469 | ) | |
| (4,856,721 | ) |
| Total shareholders’ deficit | |
| (5,530,181 | ) | |
| (4,856,433 | ) |
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 13,181,844 | | |
$ | 13,049,940 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
OXBRIDGE
ACQUISITION CORP.
CONDENSED
STATEMENTS OF OPERATIONS
(UNAUDITED)
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| | |
Three Months
Ended | | |
Six Months Ended | |
| | |
June 30, | | |
June 30, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Expenses | |
| | |
| | |
| | |
| |
| General and administrative
expenses | |
$ | (105,915 | ) | |
$ | (73,811 | ) | |
$ | (469,569 | ) | |
$ | (129,970 | ) |
| Loss from operations | |
| (105,915 | ) | |
| (73,811 | ) | |
| (469,569 | ) | |
| (129,970 | ) |
| Change in fair value of warrant
liabilities | |
| 183,282 | | |
| (428,067 | ) | |
| (205,837 | ) | |
| 2,992,573 | |
| Other income | |
| | | |
| | | |
| | | |
| | |
| Other interest income | |
| 312 | | |
| 377 | | |
| 1,658 | | |
| 598 | |
| Income earned on marketable
securities held in trust account | |
| 154,650 | | |
| - | | |
| 290,832 | | |
| - | |
| Net income
(loss) | |
$ | 232,329 | | |
$ | (501,501 | ) | |
$ | (382,916 | ) | |
$ | 2,863,201 | |
| Earnings (loss) per share: | |
| | | |
| | | |
| | | |
| | |
| Basic weighted average shares outstanding | |
| 4,176,952 | | |
| 14,490,000 | | |
| 4,176,952 | | |
| 14,490,000 | |
| Diluted weighted average shares outstanding | |
| 4,176,952 | | |
| 14,490,000 | | |
| 4,176,952 | | |
| 14,490,000 | |
| Basic and
diluted net earnings (loss) per ordinary share | |
$ | 0.06 | | |
$ | (0.035 | ) | |
$ | (0.09 | ) | |
$ | 0.198 | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
OXBRIDGE
ACQUISITION CORP.
CONDENSED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(UNAUDITED)
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| | |
Ordinary
Shares | | |
Additional | | |
| | |
Total | |
| | |
Class
A | | |
Class
B | | |
Paid-in | | |
Accumulated | | |
Shareholders’ | |
| | |
Shares | | |
Amount | | |
Shares | | |
Amount | | |
Capital | | |
Deficit | | |
Deficit | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Balance
- December 31, 2021 | |
| 115,000 | | |
$ | - | | |
| 2,875,000 | | |
$ | 288 | | |
$ | - | | |
$ | (10,498,112 | ) | |
$ | (10,497,824 | ) |
| Net
income | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 3,364,702 | | |
| 3,364,702 | |
| Balance
- March 31, 2022 | |
| 115,000 | | |
$ | - | | |
| 2,875,000 | | |
$ | 288 | | |
$ | - | | |
$ | (7,133,410 | ) | |
$ | (7,133,122 | ) |
| Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (501,501 | ) | |
| (501,501 | ) |
| Balance
- June 30, 2022 | |
| 115,000 | | |
$ | - | | |
| 2,875,000 | | |
$ | 288 | | |
$ | - | | |
$ | (7,634,911 | ) | |
$ | (7,634,623 | ) |
| | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Balance
- December 31, 2022 | |
| 115,000 | | |
$ | - | | |
| 2,875,000 | | |
$ | 288 | | |
$ | - | | |
$ | (4,856,721 | ) | |
$ | (4,856,433 | ) |
| Accretion
for Class A Ordinary Shares to redemption amount | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (136,182 | ) | |
| (136,182 | ) |
| Net
loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (615,245 | ) | |
| (615,245 | ) |
| Balance
- March 31, 2023 | |
| 115,000 | | |
$ | - | | |
| 2,875,000 | | |
$ | 288 | | |
$ | - | | |
$ | (5,608,148 | ) | |
$ | (5,607,860 | ) |
| Balance | |
| 115,000 | | |
$ | - | | |
| 2,875,000 | | |
$ | 288 | | |
$ | - | | |
$ | (5,608,148 | ) | |
$ | (5,607,860 | ) |
| Change
in Class A Ordinary shares subject to possible redemption | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| (154,650 | ) | |
| (154,650 | ) |
| Net
income | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| 232,329 | | |
| 232,329 | |
| Net
income (loss) | |
| - | | |
| - | | |
| - | | |
| - | | |
| | | |
| 232,329 | | |
| 232,329 | |
| Balance
- June 30, 2023 | |
| 115,000 | | |
$ | - | | |
| 2,875,000 | | |
$ | 288 | | |
$ | - | | |
$ | (5,530,469 | ) | |
$ | (5,530,181 | ) |
| Balance | |
| 115,000 | | |
$ | - | | |
| 2,875,000 | | |
$ | 288 | | |
$ | - | | |
$ | (5,530,469 | ) | |
$ | (5,530,181 | ) |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
OXBRIDGE
ACQUISITION CORP.
CONDENSED
STATEMENT OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(UNAUDITED)
| | |
Six Months | | |
Six Months | |
| | |
ended | | |
ended | |
| | |
June 30, 2023 | | |
June 30, 2022 | |
| | |
| | |
| |
| Cash flows from Operating Activities: | |
| | | |
| | |
| Net (loss) income | |
$ | (382,916 | ) | |
| 2,863,201 | |
| Adjustments to reconcile net (loss) income to cash used in
operating activities | |
| | | |
| | |
| Change in fair value of warrant liabilities | |
| 205,837 | | |
| (2,992,573 | ) |
| Income earned on marketable securities held in Trust Account | |
| (290,832 | ) | |
| - | |
| | |
| | | |
| | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accrued interest, prepaid expenses and other receivables | |
| (32,911 | ) | |
| (62,200 | ) |
| Due to affiliates | |
| (3,861 | ) | |
| - | |
| Accrued expenses | |
| 312,844 | | |
| (3,856 | ) |
| Net cash used in operating activities | |
$ | (191,839 | ) | |
| (195,428 | ) |
| | |
| | | |
| | |
| Net Change in Cash | |
| (191,839 | ) | |
| (195,428 | ) |
| Cash– Beginning of period | |
| 211,718 | | |
| 614,395 | |
| Cash– Ending of period | |
$ | 19,879 | | |
| 418,967 | |
| | |
| | | |
| | |
| Supplemental disclosure of non-cashflow information | |
| | | |
| | |
| Accretion for Class A ordinary shares to redemption amount | |
$ | 290,832 | | |
| - | |
The
accompanying notes are an integral part of these unaudited condensed financial statements.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations
Oxbridge
Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 12, 2021. The Company was
incorporated for the purpose of effecting a merger, capital stock or share exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth
company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As
of June 30, 2023, the Company had not commenced any operations. All activity for the period from April 12, 2021 (inception) through June
30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”)
described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company
will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
may generate non-operating income in the form of interest and dividend income on marketable securities from the proceeds derived from
the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The
Company’s sponsor is OAC Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”). The registration statement
for the Company’s Initial Public Offering was declared effective on August 11, 2021. On August 16, 2021, the Company consummated
its IPO of 10,000,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary
shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000 and incurring
offering costs of approximately $6,624,000, inclusive of $3,500,000 in deferred underwriting commissions. The underwriter exercised the
over-allotment option in full and on August 16, 2021, purchased an additional 1,500,000 units (the “Over-Allotment Units”),
generating additional gross proceeds of $15,000,000 (the “Over-Allotment”), and incurring additional offering costs of $825,000,
inclusive of $525,000 of deferred underwriting commissions (Note 5).
Simultaneously
with the closing of the IPO, the Company consummated the sale of 5,760,000 warrants to the Sponsor and Maxim Group LLC (“Maxim”),
the underwriter in this offering (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating
gross proceeds of $5,760,000, which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary
share at $11.50 per share.
Upon
the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $116,725,000 ($10.15 per Unit) of the net proceeds
of the Initial Public Offering and certain proceeds of the Private Placement was placed in a trust account (“Trust Account”),
located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may be invested only in U.S.
government securities within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in
money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company
Act, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
On
November 9, 2022, the Company held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the Company’s
shareholders were presented the proposals to extend the date by which the Company must consummate a business combination (the “Termination
Date”) from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors) by amending the
Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension
Amendment Proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”)
was approved. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on November 11, 2022.
In
connection with the vote to approve the Extension Amendment Proposal, the holders of 10,313,048 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.22 per share, for an aggregate redemption amount
of $105,424,960 in connection with the Extension Amendment Proposal.
The
Sponsor agreed to contribute to us a loan of $ (the “Extension Loan”), to be deposited into the trust account to extend
the Termination Date from November 16, 2022 to August 16, 2023. On November 14, 2022, the Company issued a promissory note (the “Extension
Note”) in the aggregate principal amount of $ to the Sponsor, in connection with the Extension Loan. The Extension Loan
was deposited into the trust account on November 15, 2022. The Extension Note bears no interest and is repayable in full upon the earlier
of (a) the date of the consummation of an initial business combination, or (b) the date of the liquidation of the Company.
At
June 30, 2023, approximately $13.13 million was held in Trust for possible redemption of 1,186,952 Class A ordinary shares at approximately
$11.06 per share.
The
Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds were intended to be applied generally toward
consummating a Business Combination. There was no assurance that the Company would have been able to complete a Business Combination
successfully. The Company would have had to complete one or more initial Business Combinations having an aggregate fair market value
of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions
and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial
Business Combination. However, the Company would have only completed a Business Combination if the post-transaction company owned or
acquired 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
The
Company provided the holders (the “Public Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion
of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company would seek shareholder approval of
a Business Combination or conduct a tender offer was made by the Company, solely in its discretion. The Public Shareholders were entitled
to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The per-share amount distributed to Public
Shareholders who redeemed their Public Shares was not reduced by the deferred underwriting commissions the Company was obligated to pay
to the underwriter. These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in
accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company proceeded with a Business Combination as the
Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution, being the affirmative vote of a majority
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the
business combination. If a shareholder vote was not required by law and the Company did not decide to hold a shareholder vote for business
or other legal reasons, the Company would have, pursuant to its Amended and Restated Memorandum and Articles of Association, as amended
(the “Amended and Restated Memorandum and Articles of Association”), conducted the redemptions pursuant to the tender offer
rules of the U.S. Securities and Exchange Commission (“SEC”) and filed tender offer documents with the SEC prior to completing
a Business Combination. If, however, shareholder approval of the transactions was required by law, or the Company decided to obtain shareholder
approval for business or legal reasons, the Company would have offered to redeem shares in conjunction with a proxy solicitation pursuant
to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may have elected to redeem their
Public Shares irrespective of whether they voted for or against the proposed transaction. If the Company sought shareholder approval
in connection with a Business Combination, the Initial Shareholder (as defined below) had agreed to vote their Founder Shares (as defined
below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition,
the Initial Shareholder had agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection
with the completion of a Business Combination.
Notwithstanding
the foregoing, the Amended and Restated Memorandum and Articles of Association provided that a Public Shareholder, together with any
affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would have been restricted from
redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public
Offering, without the prior consent of the Company.
The
Company’s Sponsor (the “Initial Shareholder”) officers and directors had agreed not to propose an amendment to Amended
and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to
allow redemption in connection with our initial business combination or to redeem 100% of its Public Shares if the Company did not complete
a Business Combination by August 16, 2023, as described in more detail in the prospectus for the IPO) (the “Combination Period”)
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless
the Company provided the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such
amendment.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
The
Initial Shareholder, officers and directors had agreed to waive their liquidation
rights with respect to the Founder Shares if the Company failed to complete a Business Combination within the Combination Period. However,
if the Initial Shareholder or members of the Company’s management team acquired Public Shares in or after the Initial Public Offering,
they would have been entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company failed
to complete a Business Combination within the Combination Period. Maxim had agreed to waive their rights to its deferred underwriting
commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and,
in such event, such amounts would have been included with the other funds held in the Trust Account that would have been available to
fund the redemption of the Public Shares. In order to protect the amounts held in the Trust Account, the Sponsor had agreed to be liable
to the Company if and to the extent any claims by a vendor (other than the Company’s independent registered public accounting firm)
for services rendered or products sold to the Company, or a prospective target business with which the Company had discussed entering
into a transaction agreement, reduce the amount of funds in the Trust Account. This liability did not apply with respect to any claims
by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account
or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver
was deemed to be unenforceable against a third party, the Sponsor would not have been responsible to the extent of any liability for such
third-party claims. The Company sought to reduce the possibility that the Sponsor would have to indemnify the Trust Account due to claims
of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting
firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving
any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Business
Combination with Jet Token Inc.
On
February 24, 2023, Oxbridge Acquisition Corp. (“Oxbridge” or the “Acquiror”), entered into a Business
Combination Agreement and Plan of Reorganization, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of
May 11, 2023 (the “Business Combination Agreement”) with OXAC Merger Sub I, Inc., a Delaware corporation and a direct
wholly owned subsidiary of Oxbridge (“First Merger Sub”), Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a
Delaware limited liability company and a direct wholly owned subsidiary of Oxbridge (“Second Merger Sub”), and Jet
Token, Inc., a Delaware corporation (“Jet Token”), pursuant to which the Company would redomicile as a Delaware
corporation and immediately be renamed Jet.AI (the “Domestication”), and promptly following the Domestication, (a) First
Merger Sub would merge with and into Jet Token (the “First Merger”), with Jet Token surviving the merger as a wholly
owned subsidiary of Jet.AI (the time at which the First Merger becomes effective, the “Effective Time”), and (b) as soon
as practicable, but in any event within three days following the Effective Time and as part of the same overall transaction as the
First Merger, Jet Token (as the surviving entity of the First Merger) would merge with and into Second Merger Sub (the “Second
Merger” and, together with the First Merger and all other transactions contemplated by the Business Combination Agreement, the
“Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of Jet.AI.
On
March 27, 2023, the Company filed a registration statement on Form S-4 (File No. 333-270848) (the “Form S-4”, as amended
on May 11, 2023, June 6, 2023, June 22, 2023, July 7, 2023, July 18, 2023 and July 26, 2023) with the SEC, which includes the proxy statement/prospectus/information
statement distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation for proxies
for the vote by the Company’s shareholders in connection with the Jet Token Business Combination and other matters as described
in the Form S-4. The Form S-4 was declared effective by the SEC on July 28, 2023, and the definitive proxy statement/prospectus/information
statement was mailed to the Company’s shareholders of record on the record date for voting on the Jet Token Business Combination.
The Jet Token Business Combination closed on August 10, 2023. Upon consummation of the Jet Token Business Combination, and after the
Domestication, the Company has one class of common stock, par value $0.0001 per share, which is listed on Nasdaq under the ticker symbol
“JTAI”. The Company’s warrants are listed on Nasdaq under the ticker symbols “JTAIW” and “JTAIZ”, respectively.
The
Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby the Company is treated as the acquired
company and Jet Token is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent
of Jet Token issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company were stated
at historical cost, with no goodwill or other intangible assets recorded. Subsequent presentations of the results of operations presented
for the period prior to the Business Combination will be for those of Jet Token.
Jet
Token has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:
| |
● |
Jet Token’s existing stockholders have the greatest voting interest in the combined entity; |
| |
● |
Jet Token has the ability to nominate a majority of the initial members of the Jet Token Board; |
| |
● |
Jet Token’s senior management is the senior management of the combined entity |
| |
● |
Jet Token is the larger entity based on historical operating activity and has the larger employee base; and |
| |
● |
The post-combination company has assumed a Jet Token branded name: “Jet.AI Inc.” |
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
On
August 10, 2023 (the “Closing Date”), Jet.AI Inc., a Delaware corporation (f/k/a Oxbridge Acquisition Corp.) (the “Company”
or “Jet.AI”), consummated the previously announced Business Combination transaction pursuant to that certain Business Combination
Agreement and Plan of Reorganization as described above. Additionally on August 10, 2023, the Company filed a notice of deregistration
with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation
and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated
and continues as a Delaware corporation (the “Domestication”).
On
August 10, 2023, as a result of the Business Combination and the other transactions contemplated by the Business Combination Agreement,
following the consummation of the Domestication (a) First Merger Sub merged with and into Jet Token, with Jet Token surviving the merger
as a wholly owned subsidiary of the Company (the “First Merger”) and (b) after the effectiveness of the First Merger, Jet
Token merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company
(the “Second Merger”).
Following
the closing of the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests
in the Second Merger Sub and its subsidiaries, and the stockholders of Jet Token as of immediately prior to the effective time of the
First Merger (the “Jet Token Stockholders”) hold a portion of the Company’s common stock, par value $0.0001 per share
(the “Jet.AI Common Stock”).
As
a result of and upon the effective time of the Domestication: (a) each then issued and outstanding Class A Ordinary Share of Oxbridge
was converted automatically, on a one-for-one basis, into a share of Jet.AI Common Stock; (b) each then issued and outstanding Class
B Ordinary Share of Oxbridge was converted automatically, on a one-for-one basis, into a share of Jet.AI Common Stock; (c) each then
issued and outstanding Oxbridge Warrant was converted automatically into a warrant to purchase one share of Jet.AI Common Stock pursuant
to the Warrant Agreement (“Jet.AI Warrant”); and (d) each then issued and outstanding Oxbridge Unit was converted automatically
into a Jet.AI Unit, each consisting of one share of Jet.AI Common Stock and one Jet.AI Warrant.
At
the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Jet Token Common Stock,
including each share of Jet Token Preferred Stock that was converted into shares of Jet Token Common Stock immediately prior to the Effective
Time, was cancelled and automatically converted into the right to receive (x) the number of shares of Jet.AI Common Stock equal to the
Stock Exchange Ratio of 0.03094529, and (y) the number of warrants (“Merger Consideration Warrants”) equal to the Warrant
Exchange Ratio of 0.04924242; (ii) each Jet Token Option, whether or not exercisable and whether or not vested, that was outstanding
immediately prior to the Effective Time was automatically converted into an option to purchase a number of Jet.AI Options based on the
Option Exchange Ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement);
(iii) each Jet Token Warrant issued and outstanding immediately prior to the Effective Time was automatically converted into a warrant
to acquire (x) a number of shares of Jet.AI Common Stock equal to the Stock Exchange Ratio and (y) a number of Merger Consideration Warrants
equal to the Warrant Exchange Ratio; and (iv) each Jet Token RSU Award that was outstanding immediately prior to the Effective Time was
converted into a Jet.AI RSU Award with respect to a number of RSUs based on the applicable exchange ratio as determined in accordance
with the Business Combination Agreement.
Forward
Purchase Agreement
On
August 6, 2023, Oxbridge entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading
Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP
and MSTO, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. For purposes
of the Forward Purchase Agreement, Oxbridge is referred to as the “Counterparty” prior to the consummation of the Business
Combination, while Jet.AI is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.
Pursuant
to the terms of the Forward Purchase Agreement, the Seller intended, but was not obligated, to purchase up to 1,186,952
(the “Purchased Amount”) Class A ordinary shares, par value $0.0001
per share, of Oxbridge (“Oxbridge Shares”) concurrently with the Closing pursuant to the Seller’s FPA Funding
Amount PIPE Subscription Agreement (as defined below), less the number of Oxbridge Shares purchased by the Seller separately from
third parties through a broker in the open market (“Recycled Shares”). No Seller was required to purchase an amount of
Oxbridge Shares such that following such purchase, that Seller’s ownership would exceed 9.9%
of the total Oxbridge Shares outstanding immediately after giving effect to such purchase, unless the Seller, at its sole
discretion, waived such 9.9%
ownership limitation. The number of shares subject to the Forward Purchase Agreement was subject to reduction following a
termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early
Termination” in the Forward Purchase Agreement.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
The
Forward Purchase Agreement provided for a prepayment shortfall in an amount in U.S. dollars equal to $1,250,000 (the “Prepayment
Shortfall”); provided that Seller shall pay one half (1/2) of the Prepayment Shortfall to Counterparty on the Prepayment Date (which
amount shall be netted from the Prepayment Amount) (the “Initial Shortfall”) and, at the request of Counterparty, the other
one half (1/2) of the Prepayment Shortfall (the “Future Shortfall”) on the date that the SEC declares the Registration Statement
effective (the “Registration Statement Effective Date”), provided the VWAP Price is greater than $6.00 for any 45 trading
days during the prior 90 consecutive trading day period and average daily trading value over such period equals at least four times the
Future Shortfall. Seller in its sole discretion may sell Recycled Shares at any time following the Trade Date and at any sales price,
without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 100% of the Initial
Shortfall and 100% of the Future Shortfall actually paid to Counterparty (as set forth under Shortfall Sales in the Forward Purchase
Agreement) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only
(a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall
Sale Notice is delivered under the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions
of the forward Purchase Agreement applicable to Terminated Shares, when an OET Notice is delivered under the Forward Purchase Agreement,
in each case the delivery of such notice in the sole discretion of the Seller (as further described in the “Optional Early Termination”
and “Shortfall Sales” sections in the Forward Purchase Agreement).
The
Forward Purchase Agreement provided that the Seller would be paid directly an aggregate cash amount (the “Prepayment Amount”)
equal to (x) the product of (i) the number of shares as set forth in a Pricing Date Notice and (ii) the redemption price per share as
defined in Article 49.5 of Oxbridge’s Amended and Restated Memorandum and Articles of Association, effective as of August 11, 2021,
as amended from time to time (the “Initial Price”), less (y) the Prepayment Shortfall.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
The
Seller has agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as
well as any redemption rights under Oxbridge’s Amended and Restated Memorandum and Articles of Association that would require redemption
by Oxbridge. Such waiver may reduce the number of Oxbridge Shares redeemed in connection with the Business Combination, and such reduction
could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured,
and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations
applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.
FPA
Funding Amount PIPE Subscription Agreements
On
August 6, 2023, Oxbridge entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”)
with Seller.
Pursuant
to the FPA Funding PIPE Subscription Agreement, Seller agreed to subscribe for and purchase, and Oxbridge agreed to issue and sell to
Seller, on the Closing Date, an aggregate of up to 1,186,952 Oxbridge Shares, less the Recycled Shares in connection with the Forward
Purchase Agreement.
Maxim
Settlement Agreement
On
August 10, 2023, the Company entered into a settlement agreement (“Maxim Settlement Agreement”) with Maxim Group LLC, the
underwriter for the Company’s initial public offering (“Maxim”). Pursuant to the Maxim Settlement Agreement, the Company
issued 270,000 shares of Jet.AI Common Stock to settle the payment obligations of the Company under the underwriting agreement dated
on or about August 11, 2021, by and between the Company and Maxim, which shares of Jet.AI Common Stock are subject to a Registration
Rights Agreement. The Company also issued 1,127 shares of Series A Convertible Preferred Stock in an amount equal in value to $1,127,000
(the “Series A Preferred Shares”). The shares of Jet.AI Common Stock issuable upon conversion of the Series A Preferred Shares
are subject to the Registration Rights Agreement.
Sponsor
Settlement Agreement
On
August 10, 2023, the Company entered into a settlement agreement (“Sponsor Settlement Agreement”) with Sponsor. Pursuant
to the Sponsor Settlement Agreement, the Company issued shares of the Company’s Series A-1 Convertible
Preferred Stock (the “Series A-1 Preferred Shares”) to settle the payment obligations of the Company under a promissory note
in the principal amount of $dated November 14, 2022 in favor of Sponsor.
The shares of Jet.AI Common Stock issuable upon conversion of the Series A-1 Preferred Shares are subject to a Registration Rights Agreement
between the Company and Sponsor.
Liquidity
and Capital Resources
As
of June 30, 2023 the Company had cash of approximately $20,000 and a working capital deficit of approximately $354,000. In order to finance transaction costs in connection with a Business Combination, the Company’s
Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide
the Company Working Capital Loans (see Note 4). As of June 30, 2023, there were no amounts outstanding under any Working Capital Loans.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position,
results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include
all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating
results and cash flows for the periods presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form S-1 which contains
the initial audited financial statements and notes thereto for the period from April 12, 2021 (inception) to April 16, 2021 as filed
with the SEC on July 19, 2021, the Form 10-K’s as filed with the SEC on March 30, 2022 and February 22, 2023, and the Form S-4
filed on July 26, 2023. The interim results for the three and six-month period ended June 30, 2023 are not necessarily indicative of
the results to be expected for the year ending December 31, 2023 or for any future interim periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Further,
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from
being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had
a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are
required to comply with the new or revised financial accounting standards.
The
JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.
This
may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use
of Estimates
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement
and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at
the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one
or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Material
estimate that is particularly susceptible to significant change in the near-term relate to the fair value of the derivative warrant liabilities.
Although considerable variability is likely to be inherent in this estimate, management believes that the amounts provided are reasonable.
This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations.
Cash
and cash equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of June 30, 2023, the Company had approximately $20,000 of cash and cash equivalents.
Marketable
Securities Held in Trust Account
At
June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading
securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting
from the change in fair value of investments held in Trust Account as well as interest and dividends are included in income earned on
marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments
held in Trust Account are determined using available market information.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Concentration
of Credit Risk
Financial
instruments that subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which exceeds
the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts.
Offering
Costs
The
Company accounts for offering costs in accordance with the requirements of ASC 340-10-S99-1. Offering costs consist of legal, accounting,
underwriting fees and other costs that are directly related to the IPO. Offering costs associated with warrant liabilities are expensed,
and offering costs associated with the Class A ordinary shares are recorded to shareholders’ deficit as a reduction of cash proceeds.
Financial
Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term
nature.
Fair
value measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| |
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
| |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
The
following is a description of the valuation methodologies used for assets and liabilities measured at fair value:
Money
Market Funds
Valued
at the daily closing price as reported by the fund. Money market funds held by the Company are open-end funds that are registered with
the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact
at the price. The funds are deemed to be actively traded.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Derivative
Warrant Liabilities
The
fair value of the Private Placement Warrants is based on the Black Scholes option pricing model utilizing various assumptions based on
management’s judgment. Significant deviations from management’s estimates and inputs could result in a material change in
fair value. As such, the fair value of the Private Placement Warrants is classified as Level 3. The fair value of the Public Warrants
is classified as Level 1 due to the use of an observable market price in an active market.
There
have been no changes in the methodologies used at June 30, 2023 or December 31, 2022. See Note 7 for additional information on assets
and liabilities measured at fair value.
Derivative
financial instruments
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will
be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The
17,260,000 warrants issued on August 16, 2021 in connection with the IPO and the Private Placement (including the 11,500,000 warrants
included in the Units and the 5,760,000 Private Placement Warrants) are recognized as derivative liabilities in accordance with ASC 815.
The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized
in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering were
initially measured at fair value using a Black-Scholes option pricing model and subsequently, the fair value of Public Warrants issued
in connection with the Initial Public Offering have been measured based on the listed market price of such warrants beginning from December
31, 2021, and through to June 30, 2023. The fair value of the Private Warrants has been estimated initially and subsequently, as of June
30, 2023, using a version of the Black-Scholes option pricing model. The determination of the fair value of the warrant liabilities may
be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
Class
A Ordinary Shares Subject to Possible Redemption
As
of June 30, 2023, there were 1,301,952 Class A ordinary shares issued or outstanding. The Company accounts for its Class A ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and be subject to
occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, 1,186,952 Class A ordinary shares subject
to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the
Company’s balance sheets. At June 30, 2023 and December 31, 2022, there are no mandatory convertible ordinary shares.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Earnings
(loss) Per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Earnings (loss) per ordinary
share is computed by dividing earnings (loss) by the weighted average number of ordinary shares outstanding during the period.
The
Company has two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata
between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both
classes of shares share pro rata in the income/loss of the Company. Accretion associated with the redeemable shares of Class A ordinary
shares is excluded from earnings per share as the redemption value approximates fair value.
At
June 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or
converted into ordinary shares and then share in the earnings (loss) of the Company. As a result of the net loss for the six months ending
June 30, 2023 and the three months ending June 30, 2022, any potentially dilutive securities would be considered anti-dilutive. As a
result, diluted loss per share is the same as basic loss per share for these periods. As a result of the exercise price exceeding the
average market price of the Company’s ordinary shares during the three month period ended June 30, 2023 and the six-month period
ended June 30, 2022, diluted earnings per share is the same as basic earnings per share for these periods.
The
following table reflects the calculation of basic and diluted net earnings (loss) per share (in dollars, except per share amounts):
Schedule of Basic and Diluted Net Loss Per Share
| | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | |
| | |
For Three Months Ended | | |
For Six Months Ended | |
| | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | |
| | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | |
| Basic and diluted earnings (loss) per
ordinary share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Allocation of net earnings (loss) | |
$ | 72,417 | | |
$ | 159,912 | | |
| (401,997 | ) | |
$ | (99,504 | ) | |
$ | (119,355 | ) | |
$ | (263,561 | ) | |
$ | 2,295,106 | | |
$ | 568,095 | |
| Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 1,301,952 | | |
| 2,875,000 | | |
| 11,615,000 | | |
| 2,875,000 | | |
| 1,301,952 | | |
| 2,875,000 | | |
| 11,615,000 | | |
| 2,875,000 | |
| Basic and diluted net earnings (loss) | |
$ | 0.056 | | |
$ | 0.056 | | |
| (0.035 | ) | |
$ | (0.035 | ) | |
| (0.092 | ) | |
$ | (0.092 | ) | |
$ | 0.198 | | |
$ | 0.198 | |
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the
Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. As of June 30, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from
its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the period presented.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.
Note
3—Initial Public Offering
On
August 16, 2021, the Company consummated its IPO of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000 and
incurring offering costs of approximately $6,624,000, inclusive of approximately $3,500,000 in deferred underwriting commissions. The
underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up
to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On August 16, 2021, Maxim exercised the over-allotment
option in full and, purchased an additional 1,500,000 Over-Allotment Units, generating additional gross proceeds of $15,000,000, and
incurring additional offering costs of $825,000, inclusive of approximately $525,000 of deferred underwriting commissions.
Each
Unit consists of one Class A ordinary share, and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles
the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
Note
4—Related Party Transactions
Founder
Shares
On
April 12, 2021, the Sponsor paid $, or approximately $ per share, to cover certain expenses on behalf of the Company in exchange
for issuance of Class B ordinary shares, par value $ (the “Founder Shares”). The Founder Shares will automatically
convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain
transfer restrictions, as described in Note 6.
The
Initial Shareholder agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the
earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion
of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction
that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding
the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
4—Related Party Transactions (continued)
Private
Placement Warrants
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of an 5,760,000 Private Placement Warrants
to the Sponsor and Maxim at an average purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company
of $5,760,000. The Private Placement Warrants are identical to the Public Warrants sold as part of the Units in the Initial Public Offering,
except that the Sponsor and Maxim have agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain
permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. The Private Placement
Warrants are also not redeemable by the Company so long as they are held by the Sponsor and Maxim or their respective permitted transferees.
Certain
proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account.
If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or
its permitted transferees.
Working
Capital Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, other Initial
Shareholder, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be
required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working
Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants
at a price of $1.00 per warrant. As of June 30, 2023, the Company did not have any outstanding borrowings under the Working Capital Loans.
Administrative
Services Agreement
Commencing
on the effective date of the Company’s IPO, the Company agreed to pay its Sponsor a total of up to $10,000 per month for office
space, utilities, secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s
liquidation, the Company will cease paying these monthly fees. For the six-month period ended June 30, 2023, the Company recorded expenses
of $80,000 (including a previously omitted charge of $20,000 relating to November and December 2022 charges) to the Sponsor under the
Administrative Services Agreement.
Extension
Amendment Proposal and Promissory Note
On
November 9, 2022, the Company held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the Company’s
shareholders were presented the proposals to extend the date by which the Company must consummate a business combination (the “Termination
Date”) from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors) by amending the
Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension
Amendment Proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”)
was approved. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on November 11, 2022.
In
connection with the vote to approve the Extension Amendment Proposal, the holders of 10,313,048 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.22 per share, for an aggregate redemption amount
of $105,424,960 in connection with the Extension Amendment Proposal.
The
sponsor has agreed to contribute to us a loan of $ (the “Extension Loan”), to be deposited into the trust account
to extend the Termination Date from November 16, 2022 to August 16, 2023. On November 14, 2022, the Company issued a promissory note
(the “Extension Note”) in the aggregate principal amount of $ to the sponsor, in connection with the Extension Loan.
The Extension Loan was deposited into the trust account on or around November 15, 2022.
The
Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of an initial business
combination, or (b) the date of the liquidation of the Company.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
5—Commitments and Contingencies
Registration
Rights
The
holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if
any, are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these
holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the
completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to
1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On August
16, 2021, the underwriters fully exercised their over-allotment option.
The
underwriters were entitled to an underwriting discount of $0.20 per Unit, or $2.0 million in the aggregate (or $2.3 million in the aggregate
including the underwriters’ over-allotment option which was exercised in full), payable upon the closing of the IPO. In addition,
$0.35 per unit, or approximately $3.5 million in the aggregate (or approximately $4.03 million in the aggregate including the underwriters’
over-allotment option which was exercised in full) was payable to the underwriters for deferred underwriting commissions. The deferred
fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes
a Business Combination, subject to the terms of the underwriting agreement.
Risks
and Uncertainties
In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact
of this action and related sanctions on the world economy are not determinable as of the date of this report and the specific impact
on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Quarterly
Report on Form 10-Q.
Note
6 – Derivative Warrant Liabilities
As
of June 30, 2023, the Company had 11,500,000 Public Warrants and 5,760,000 Private Placement Warrants, outstanding.
The
Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months
from the closing of the IPO. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon
redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A
ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless
basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration is available.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
6 – Derivative Warrant Liabilities (continued)
The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the
Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration
statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement
to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable
upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant
holders may, until such time as there is an effective registration statement and during any period when the Company will have failed
to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption.
Redemption
of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Once
the Public Warrants become exercisable, the Company may call the Public Warrants for redemption
| |
● |
in
whole and not in part; |
| |
|
|
| |
● |
at
a price of $0.01 per Public Warrant; |
| |
|
|
| |
● |
upon
not less than 30 days’ prior written notice of redemption to each warrant holder and |
| |
|
|
| |
● |
if,
and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share
sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference
Value”). |
If
and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of ordinary
shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company
is unable to effect such registration or qualification.
The
exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances
including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will
the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the
Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds
with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account
with the respect to such warrants. Accordingly, the warrants may expire worthless.
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common
shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend,
extraordinary dividend or recapitalization, reorganization, merger or consolidation.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
6 – Derivative Warrant Liabilities (continued)
In
addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per
Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of
directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held
by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on
the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to
the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement
Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Initial Shareholders
or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable
upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days
after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be
entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
The
Company has accounted for the 17,260,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public
Warrants and 5,760,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.
The
warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of
the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders
of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination
by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant
price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant
Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per
Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount
of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during
the ten-trading day period ending on the trading day prior to the effective date of the Business Combination.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
6 – Derivative Warrant Liabilities (continued)
The
Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value
of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible
for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record
a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability
at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value
determined using Black-Scholes option pricing model. This liability is subject to re-measurement at each balance sheet date. With each
such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s
statements of operations. For the six-month periods ending June 30, 2023 and 2022, the Company recognized a (loss)/gain on revaluation
of approximately ($0.2 million) and $3.0 million, respectively. The Company will reassess the classification at each balance sheet date.
If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event
that causes the reclassification.
Note
7 - Fair Value Measurements
The
following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a
recurring basis as of June 30, 2023 and December 31, 2022, by level within the fair value hierarchy:
Schedule of Fair Value Liabilities Measured on Recurring Basis
| | |
Fair Value Measurements Using | | |
| |
| At June 30, 2023 | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
Total | |
| Description | |
| |
| Assets | |
| | |
| | |
| | |
| |
| Marketable securities held in Trust Account | |
$ | 13,125,461 | | |
$ | - | | |
$ | - | | |
$ | 13,125,461 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities - public warrants | |
$ | 575,000 | | |
$ | - | | |
$ | - | | |
$ | 575,000 | |
| Warrant liabilities - private warrants | |
$ | - | | |
$ | - | | |
$ | 739 | | |
$ | 739 | |
| | |
Fair Value Measurements Using | | |
| |
| At December 31, 2022 | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
Total | |
| Description | |
| |
| Assets | |
| | | |
| | | |
| | | |
| | |
| Marketable securities held in trust account | |
$ | 12,834,629 | | |
$ | - | | |
$ | - | | |
$ | 12,834,629 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities - public warrants | |
$ | 368,000 | | |
$ | - | | |
$ | - | | |
$ | 368,000 | |
| Warrant liabilities - private warrants | |
$ | - | | |
$ | - | | |
$ | 1,902 | | |
$ | 1,902 | |
The
Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were initially and subsequently measured
at fair value using a Black-Scholes option pricing model. The subsequent measurement of the Public Warrants as of June 30, 2023 and December
31, 2022, are classified as Level 1 due to the use of an observable market quote in an active market.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2023
(Unaudited)
Note
7 - Fair Value Measurements (continued)
The
Company utilizes a Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized
in the statements of operations. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs.
Inherent in the Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free
interest rate and dividend yield. The Company estimates the volatility of its warrants based on historical volatility of its stock price.
The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected
remaining life of the warrants. The Company used the modified extension date deadline of August 16, 2023, to determine the estimated
life of the warrants. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
There
were no transfers between Levels 1, 2 or 3 during the three-month or six-month periods ended June 30, 2023 and 2022.
The
following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:
Schedule of Fair Value Measurements
| | |
At June 30, 2023 | | |
At December 31, 2022 | |
| | |
| | |
| |
| Share price | |
$ | 10.87 | | |
$ | 10.45 | |
| Exercise price | |
$ | 11.5 | | |
$ | 11.5 | |
| Expected dividend yield | |
| 0 | % | |
| 0 | % |
| Expected volatility | |
| 4.96 | % | |
| 2.97 | % |
| Risk-free interest rate | |
| 5.31 | % | |
| 4.85 | % |
| Expected life (in years) | |
| 0.13 | | |
| 0.67 | |
The
following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified
as Level 3:
Schedule of Fair Value Warrant Liabilities
| | |
Private Placement Warrants | | |
Public Warrants | | |
Warrant Liabilities | |
| Fair value of Level 3 warrants at January 1, 2023 | |
$ | 1,902 | | |
$ | - | | |
$ | 1,902 | |
| Change in valuation inputs or other assumptions | |
| (1,163 | ) | |
| - | | |
| (1,163 | ) |
| Fair value of Level 3 warrants at June 30, 2023 | |
$ | 739 | | |
$ | - | | |
$ | 739 | |
The
following table presents the changes in the fair value of derivative warrant liabilities:
Schedule of Fair Value Warrant Liabilities
| | |
Private Placement Warrants | | |
Public Warrants | | |
Total Warrant Liabilities | |
| | |
| | |
| | |
| |
| Fair value as of January 1, 2023 | |
$ | 1,902 | | |
$ | 368,000 | | |
$ | 369,902 | |
| Change in valuation inputs or other assumptions | |
| (1,163 | ) | |
| 207,000 | | |
| 205,837 | |
| Fair value as of June 30, 2023 | |
$ | 739 | | |
$ | 575,000 | | |
$ | 575,739 | |
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
8—Shareholders’ Equity
Preference
Shares—The Company is authorized to issue 4,000,000 preference shares with a par value of $0.0001 per share, with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of June 30, 2023, there were no preference shares issued or outstanding.
Class
A Ordinary Shares—The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per
share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December
31, 2022, there were 1,301,952 Class A ordinary shares outstanding, of which 1,186,952 has been classified as temporary equity due to
its redeemable nature.
Class
B Ordinary Shares—The Company is authorized to issue 40,000,000 Class B ordinary shares with a par value of $0.0001 per
share. Holders are entitled to one vote for each Class B ordinary share. At June 30, 2023 and December 31, 2022, there were 2,875,000
Class B ordinary shares issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will
vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by applicable
law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the
Company’s directors prior to the initial Business Combination.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a
one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed
issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder
Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving
effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued,
or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company
in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business
Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;
provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
Note
9—Subsequent Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements
were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statements, except for as disclosed below.
On
August 10, 2023, the Company completed the Business Combination. Holders of 502,832 shares of the Company’s remaining 1,186,952
Class A Ordinary Shares sold in the Initial Public Offering exercised their right to redeem those shares for a pro rata portion of the
Trust Account holding the proceeds from the Company’s Initial Public Offering, calculated as of two business days prior to the
extraordinary general meeting of the shareholders, at a price of approximately $11.10 per share, for an aggregate of approximately $5.58
million. The per share redemption price of approximately $11.10 for public shareholders electing redemption was paid out of the Trust
Account. For more information regarding the Business Combination, see Note 1, Note 2 and Jet.AI’s Current Report on Form 8-K filed
on November August 14, 2023.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
References
to the “Company,” “Oxbridge Acquisition Corp.,” “our,” “us” or “we” refer
to Oxbridge Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations
should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in
this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve
risks and uncertainties.
Cautionary
Note Regarding Forward-Looking Statements
Certain
statements in this Quarterly Report on Form 10-Q, including in this Management’s Discussion and Analysis, other than purely
historical information, including estimates, projections, statements relating to our business plans, objectives and expected
operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements generally are
identified by the words “believe,” “project,” “predict,” “expect,”
“anticipate,” “estimate,” “intend,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,” and
similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and
uncertainties which may cause actual results to differ materially from the forward-looking statements. A detailed discussion of
risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is
included in the section entitled “Risk Factors” contained in our Form S-1 filed with the Securities and Exchange
Commission (“SEC”) on July 30, 2021 and our Form 10-K’s for the years ended December 31, 2022 and 2021 filed with
the SEC on February 22, 2023 and March 30, 2022, respectively, and our Form 10-Q for the quarter ended March 31, 2023 filed with the SEC on May 12, 2023. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue
reliance on the forward -looking statements which speak only to the dates on which they were made.
Overview
We
are a Cayman Islands exempted company incorporated on April 12, 2021, for the purpose of entering into a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses
(the “Business Combination”).
Our
sponsor is OAC Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”). The registration statement for our initial
public offering (“IPO”) was declared effective on August 11, 2021. On August 16, 2021, we consummated our IPO of 10,000,000
units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included
in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000 and incurring offering
costs of approximately $6,624,000, inclusive of $3,500,000 in deferred underwriting commissions. The underwriters exercised the over-allotment
option in full and on August 16, 2021, purchased an additional 1,500,000 units (the “Over-Allotment Units”), generating additional
gross proceeds of $15,000,000 (the “Over-Allotment”), and incurring additional offering costs of $825,000, inclusive of $525,000
of deferred underwriting commissions.
Substantially
concurrently with the closing of our IPO, we completed the private sale (the “private placement”) of 5,760,000 warrants to
the Sponsor and Maxim Group LLC (“Maxim”), the underwriter in our IPO, at a price of $1.00 per private placement warrant,
generating gross proceeds of $5,760,000.
Upon
the closing of our IPO and the private placement, $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the
IPO, including a portion of the proceeds from the private placement, was deposited in a trust account, located in the United States with
Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in permitted United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185
days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest
only in direct U.S. government treasury obligations.
Our
management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the private placement
warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
On
November 9, 2022, the Company held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the Company’s
shareholders were presented the proposals to extend the date by which the Company must consummate a business combination (the “Termination
Date”) from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors) by amending the
Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension
Amendment Proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”)
was approved. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on November 11, 2022.
In
connection with the vote to approve the Extension Amendment Proposal, the holders of 10,313,048 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of approximately $10.22 per share, for an aggregate
redemption amount of $105,424,960 in connection with the Extension Amendment Proposal.
The
Sponsor agreed to contribute to us a loan of $575,000 (the “Extension Loan”), to be deposited into the trust account to extend
the Termination Date from November 16, 2022 to August 16, 2023. On November 14, 2022, the Company issued a promissory note (the “Extension
Note”) in the aggregate principal amount of $575,000 to the Sponsor, in connection with the Extension Loan. The Extension Loan
was deposited into the trust account on November 15, 2022. The Extension Note bears no interest and is repayable in full upon the earlier
of (a) the date of the consummation of an initial business combination, or (b) the date of the liquidation of the Company.
At
June 30, 2023, approximately $13.13 million was held in Trust for possible redemption of 1,186,952 Class A ordinary shares at approximately
$11.06 per share.
Business
Combination with Jet Token Inc.
On
February 24, 2023, Oxbridge Acquisition Corp. (“Oxbridge” or the “Acquiror”), entered into a Business Combination
Agreement and Plan of Reorganization, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of May 11, 2023 (the
“Business Combination Agreement”) with OXAC Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary
of Oxbridge (“First Merger Sub”), Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a Delaware limited liability company
and a direct wholly owned subsidiary of Oxbridge (“Second Merger Sub”), and Jet Token, Inc., a Delaware corporation (“Jet
Token”), pursuant to which the Company will redomicile as a Delaware corporation and immediately renamed Jet.AI (the “Domestication”),
and promptly following the Domestication, (a) First Merger Sub will merge with and into Jet Token (the “First Merger”), with
Jet Token surviving the merger as a wholly owned subsidiary of Jet.AI (the time at which the First Merger becomes effective, the “Effective
Time”), and (b) as soon as practicable, but in any event within three days following the Effective Time and as part of the same
overall transaction as the First Merger, Jet Token (as the surviving entity of the First Merger) will merge with and into Second Merger
Sub (the “Second Merger” and, together with the First Merger and all other transactions contemplated by the Business Combination
Agreement, the “Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of Jet.AI.
On
March 27, 2023, the Company filed a registration statement on Form S-4 (File No. 333-270848) (the “Form S-4”, as amended
on May 11, 2023, June 6, 2023, June 22, 2023, July 7, 2023, July 18, 2023 and July 26, 2023) with the SEC, which includes the proxy statement/prospectus/information
statement distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation for proxies
for the vote by the Company’s shareholders in connection with the Jet Token Business Combination and other matters as described
in the Form S-4. The Form S-4 was declared effective by the SEC on July 28, 2023, and the definitive proxy statement/prospectus/information
statement was mailed to the Company’s shareholders of record on the record date for voting on the Jet Token Business Combination.
The Jet Token Business Combination closed on August 10, 2023. Upon consummation of the Jet Token Business Combination, and after the
Domestication, the Company has one class of common stock, par value $0.0001 per share, which is listed on Nasdaq under the ticker symbol
“JTAI”. The Company’s warrants are listed on Nasdaq under the ticker symbols “JTAIW” and “JTAIZ.”
The
Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby the Company is treated as the acquired
company and Jet Token is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent
of Jet Token issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company were stated
at historical cost, with no goodwill or other intangible assets recorded. Subsequent presentations of the results of operations presented
for the period prior to the Business Combination will be for those of Jet Token.
Jet
Token has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:
| |
● |
Jet
Token’s existing stockholders have the greatest voting interest in the combined entity; |
| |
● |
Jet
Token has the ability to nominate a majority of the initial members of the Jet Token Board; |
| |
● |
Jet
Token’s senior management is the senior management of the combined entity |
| |
● |
Jet
Token is the larger entity based on historical operating activity and has the larger employee base; and |
| |
● |
The
post-combination company has assumed a Jet Token branded name: “Jet.AI Inc.” |
On
August 10, 2023, the Company consummated the previously announced Business Combination transaction pursuant to that certain
Business Combination Agreement and Plan of Reorganization as described above. Additionally on August 10, 2023, the Company filed a
notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and
filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of
Delaware, under which the Company was domesticated and continues as a Delaware corporation (the
“Domestication”).
On
August 10, 2023, as a result of the Business Combination and the other transactions contemplated by the Business Combination Agreement,
following the consummation of the Domestication (a) First Merger Sub merged with and into Jet Token, with Jet Token surviving the merger
as a wholly owned subsidiary of the Company (the “First Merger”) and (b) after the effectiveness of the First Merger, Jet
Token merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company
(the “Second Merger”).
Following
the closing of the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests
in the Second Merger Sub and its subsidiaries, and the stockholders of Jet Token as of immediately prior to the effective time of the
First Merger (the “Jet Token Stockholders”) hold a portion of the Company’s common stock, par value $0.0001 per share
(the “Jet.AI Common Stock”).
As
a result of and upon the effective time of the Domestication: (a) each then issued and outstanding Class A Ordinary Share of Oxbridge
was converted automatically, on a one-for-one basis, into a share of Jet.AI Common Stock; (b) each then issued and outstanding Class
B Ordinary Share of Oxbridge was converted automatically, on a one-for-one basis, into a share of Jet.AI Common Stock; (c) each then
issued and outstanding Oxbridge Warrant was converted automatically into a warrant to purchase one share of Jet.AI Common Stock pursuant
to the Warrant Agreement (“Jet.AI Warrant”); and (d) each then issued and outstanding Oxbridge Unit was converted automatically
into a Jet.AI Unit, each consisting of one share of Jet.AI Common Stock and one Jet.AI Warrant.
At
the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Jet Token Common Stock,
including each share of Jet Token Preferred Stock that was converted into shares of Jet Token Common Stock immediately prior to the Effective
Time, was cancelled and automatically converted into the right to receive (x) the number of shares of Jet.AI Common Stock equal to the
Stock Exchange Ratio of 0.03094529, and (y) the number of warrants (“Merger Consideration Warrants”) equal to the Warrant
Exchange Ratio of 0.04924242; (ii) each Jet Token Option, whether or not exercisable and whether or not vested, that was outstanding
immediately prior to the Effective Time was automatically converted into an option to purchase a number of Jet.AI Options based on the
Option Exchange Ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement);
(iii) each Jet Token Warrant issued and outstanding immediately prior to the Effective Time was automatically converted into a warrant
to acquire (x) a number of shares of Jet.AI Common Stock equal to the Stock Exchange Ratio and (y) a number of Merger Consideration Warrants
equal to the Warrant Exchange Ratio; and (iv) each Jet Token RSU Award that was outstanding immediately prior to the Effective Time was
converted into a Jet.AI RSU Award with respect to a number of RSUs based on the applicable exchange ratio as determined in accordance
with the Business Combination Agreement.
Forward
Purchase Agreement
On
August 6, 2023, Oxbridge entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading
Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP
and MSTO, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. For purposes
of the Forward Purchase Agreement, Oxbridge is referred to as the “Counterparty” prior to the consummation of the Business
Combination, while Jet.AI is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.
Pursuant
to the terms of the Forward Purchase Agreement, the Seller intended, but was not obligated, to purchase up to 1,186,952 (the “Purchased
Amount”) Class A ordinary shares, par value $0.0001 per share, of Oxbridge (“Oxbridge Shares”) concurrently with the
Closing pursuant to the Seller’s FPA Funding Amount PIPE Subscription Agreement (as defined below), less the number of Oxbridge
Shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled Shares”). No
Seller was required to purchase an amount of Oxbridge Shares such that following such purchase, that Seller’s ownership would exceed
9.9% of the total Oxbridge Shares outstanding immediately after giving effect to such purchase, unless the Seller, at its sole discretion,
waived such 9.9% ownership limitation. The number of shares subject to the Forward Purchase Agreement was subject to reduction following
a termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early Termination”
in the Forward Purchase Agreement.
The
Forward Purchase Agreement provided for a prepayment shortfall in an amount in U.S. dollars equal to $1,250,000 (the “Prepayment
Shortfall”); provided that Seller shall pay one half (1/2) of the Prepayment Shortfall to Counterparty on the Prepayment Date (which
amount shall be netted from the Prepayment Amount) (the “Initial Shortfall”) and, at the request of Counterparty, the other
one half (1/2) of the Prepayment Shortfall (the “Future Shortfall”) on the date that the SEC declares the Registration Statement
effective (the “Registration Statement Effective Date”), provided the VWAP Price is greater than $6.00 for any 45 trading
days during the prior 90 consecutive trading day period and average daily trading value over such period equals at least four times the
Future Shortfall. Seller in its sole discretion may sell Recycled Shares at any time following the Trade Date and at any sales price,
without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 100% of the Initial
Shortfall and 100% of the Future Shortfall actually paid to Counterparty (as set forth under Shortfall Sales in the Forward Purchase
Agreement) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only
(a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall
Sale Notice is delivered under the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions
of the forward Purchase Agreement applicable to Terminated Shares, when an OET Notice is delivered under the Forward Purchase Agreement,
in each case the delivery of such notice in the sole discretion of the Seller (as further described in the “Optional Early Termination”
and “Shortfall Sales” sections in the Forward Purchase Agreement).
The
Forward Purchase Agreement provided that the Seller would be paid directly an aggregate cash amount (the “Prepayment Amount”)
equal to (x) the product of (i) the number of shares as set forth in a Pricing Date Notice and (ii) the redemption price per share as
defined in Article 49.5 of Oxbridge’s Amended and Restated Memorandum and Articles of Association, effective as of August 11, 2021,
as amended from time to time (the “Initial Price”), less (y) the Prepayment Shortfall.
The
Seller has agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as
well as any redemption rights under Oxbridge’s Amended and Restated Memorandum and Articles of Association that would require redemption
by Oxbridge. Such waiver may reduce the number of Oxbridge Shares redeemed in connection with the Business Combination, and such reduction
could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured,
and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations
applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.
FPA
Funding Amount PIPE Subscription Agreements
On
August 6, 2023, Oxbridge entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”)
with Seller.
Pursuant
to the FPA Funding PIPE Subscription Agreement, Seller agreed to subscribe for and purchase, and Oxbridge agreed to issue and sell to
Seller, on the Closing Date, an aggregate of up to 1,186,952 Oxbridge Shares, less the Recycled Shares in connection with the Forward
Purchase Agreement.
Maxim
Settlement Agreement
On
August 10, 2023, the Company entered into a settlement agreement (“Maxim Settlement Agreement”) with Maxim Group LLC, the
underwriter for the Company’s initial public offering (“Maxim”). Pursuant to the Maxim Settlement Agreement, the Company
issued 270,000 shares of Jet.AI Common Stock to settle the payment obligations of the Company under the underwriting agreement dated
on or about August 11, 2021, by and between the Company and Maxim, which shares of Jet.AI Common Stock are subject to a Registration
Rights Agreement. The Company also issued 1,127 shares of Series A Convertible Preferred Stock in an amount equal in value to $1,127,000
(the “Series A Preferred Shares”). The shares of Jet.AI Common Stock issuable upon conversion of the Series A Preferred Shares
are subject to the Registration Rights Agreement.
Sponsor
Settlement Agreement
On
August 10, 2023, the Company entered into a settlement agreement (“Sponsor Settlement Agreement”) with Sponsor. Pursuant
to the Sponsor Settlement Agreement, the Company issued 575 shares of the Company’s Series A-1 Convertible Preferred Stock (the
“Series A-1 Preferred Shares”) to settle the payment obligations of the Company under a promissory note in the principal
amount of $575,000 dated November 14, 2022 in favor of Sponsor. The shares of Jet.AI Common Stock issuable upon conversion of the Series
A-1 Preferred Shares are subject to a Registration Rights Agreement between the Company and Sponsor.
Liquidity
and Capital Resources
As
of June 30, 2023 the Company had cash of approximately $20,000 and a working capital deficit of approximately $354,000. In order to finance transaction costs in connection with a Business Combination, the Company’s
Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide
the Company Working Capital Loans.
In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination,
our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may
be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business
combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but
no proceeds from our trust account would be used for such repayment.
Up
to $1,500,000 of such working capital loans may be convertible into private placement-equivalent warrants at a price of $1.00 per warrant
(which, for example, would result in the holders being issued 1,500,000 warrants if $1,500,000 of notes were so converted), at the option
of the lender. Such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and
exercise period. The terms of such working capital loans by our sponsor or its affiliates, or our officers and directors, if any, have
not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination,
we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties
will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. As of
June 30, 2023, there were no amounts outstanding under any Working Capital Loans.
Based
on the foregoing, management believes that we will have sufficient working capital and borrowing capacity to meet its needs through the
earlier of the consummation of a Business Combination or three months from this filing. Over this time period, we will be using these
funds to pay existing accounts payable and consummating the proposed Business Combination.
Risks
and Uncertainties
In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact
of this action and related sanctions on the world economy are not determinable as of the date of this report and the specific impact
on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Quarterly
Report on Form 10-Q.
Results
of Operations
As
of June 30, 2023, we had not commenced any operations. All activity for the period ended June 30, 2023 and relates to structuring,
negotiation and consummation of our proposed Business Combination. We have neither engaged in any operations nor generated any
revenues to date. We will not generate any operating revenues until after the completion of our proposed Business Combination, at
the earliest. We will generate non-operating income in the form of interest income and unrealized gains from the proceeds derived
from the Initial Public Offering, net of redemptions. We expect to incur increased expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as for consummating our proposed Business
Combination.
Net
income (loss) for the three-month periods ended June 30, 2023 was $232,000 (2022:($502,000)), or $0.06 (2022:($0.035)) basic and
diluted income (loss) per share, respectively, which consisted of approximately $106,000 (2022: $74,000) in general and
administrative expenses, $155,000 (2022: $377) in other income and approximately $183,000 gain (2022: $428,000 loss) on warrant
liability revaluation.
Net
(loss) income for the six-month periods ended June 30, 2023 was ($383,000) (2022: $2,863,000), or ($0.09) (2022: $0.198) basic and
diluted (loss) income per share, respectively, which consisted of an approximately $470,000 (2022: $130,000) in general and
administrative expenses, $292,000 (2022: $598) in other income and approximately $206,000 loss (2022: $2,993,0000 gain) on warrant
liability revaluation.
Contractual
Obligations
Other
than the below, we do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations
or long-term liabilities.
Administrative
Services Agreement
Commencing
on the effective date of the Company’s IPO, the Company agreed to pay its Sponsor a total of up to $10,000 per month for office
space, utilities, secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s
liquidation, the Company will cease paying these monthly fees. For the six-month period ended June 30, 2023, the Company recorded expenses
of $80,000 (including a previously omitted charge of $20,000 relating to November and December 2022 charges) to the Sponsor under the
Administrative Services Agreement.
Registration
Rights
The
holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and Warrants
that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private
Placement Warrants and Warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights
pursuant to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands,
excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration
rights with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the
expenses incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
On
August 16, 2021, we paid an underwriting discount of 2% of the per Unit offering price, or approximately $2,300,000 million in the aggregate
at the closing of the Initial Public Offering, and the underwriters were entitled to a deferred underwriting discount of 3.5% of the
gross proceeds of the Initial Public Offering, or $4,025,000 in the aggregate. The deferred fee will be payable to the underwriters from
the amounts held in the Trust Account solely in the event that we complete an initial Business Combination, subject to the terms of the
underwriting agreement.
Critical
Accounting Policies
Derivative
financial instruments
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will
be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The
17,260,000 warrants issued on August 16, 2021 in connection with the IPO and the Private Placement (including the 11,500,000 warrants
included in the Units and the 5,760,000 Private Placement Warrants) are recognized as derivative liabilities in accordance with ASC 815.
The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized
in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering were
initially measured at fair value using a Black-Scholes option pricing model and subsequently, the fair value of Public Warrants issued
in connection with the Initial Public Offering have been measured based on the listed market price of such warrants beginning from December
31, 2021, and through to June 30, 2023. The fair value of the Private Warrants has been estimated initially and subsequently, as of June
30, 2023, using a version of the Black-Scholes option pricing model. The determination of the fair value of the warrant liabilities may
be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
Class
A Ordinary Shares Subject to Possible Redemption
As
of June 30, 2023, there were 1,301,952 Class A ordinary shares issued or outstanding. The Company accounts for its Class A ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and is measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and be subject to
occurrence of uncertain future events. Accordingly, at June 30, 2023, 1,186,952 Class A ordinary shares subject to possible redemption
are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance
sheets.
Emerging
Growth Company Status
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business
Startups Act of 2012, (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding
executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended
transition period which means that when a standard is issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the
new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As
required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023. Based on that evaluation,
our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective
as of the end of the periods covered by this report.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) that occurred during the quarter ended on June 30, 2023 covered by this Quarterly Report on Form 10-Q that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II - OTHER INFORMATION
ITEM
1. LEGAL PROCEEDINGS.
None.
ITEM
1A. RISK FACTORS.
As
of the date of this Quarterly Report, there have been no material changes from the risk factors previously disclosed in our (i)
Annual Reports on Form 10-K and Form 10-KA for the years ended December 31, 2022 and 2021, respectively, as filed with the SEC on
February 22, 2023 and February 21, 2023, respectively, (ii) Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed
with the SEC on May 12, 2023, and (iii) Registration Statement on Form S-4 that was filed with the SEC on March 27, 2023. Any of
these factors could result in a significant or material adverse effect on our results of operations or financial condition.
Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of
operations.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4. MINE SAFETY DISCLOSURES.
Not
applicable.
ITEM
5. OTHER INFORMATION.
None
ITEM
6. EXHIBITS.
The
following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.
| No. |
|
Description
of Exhibit |
| 2.1 |
|
Business Combination Agreement and Plan of Reorganization dated as of February 24, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., OXAC Merger Sub II, LLC and Jet Token Inc. (incorporated by reference to Exhibit 2.1 of Oxbridge Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on February 28, 2023). |
| 2.2 |
|
Amendment No. 1 to Business Combination Agreement and Plan of Reorganization, dated May 11, 2023, by and among Oxbridge Acquisition Corp., OXAC Merger Sub I, Inc., OXAC Merger Sub II, LLC and Jet Token Inc. (incorporated by reference to Exhibit 2.1 of Oxbridge Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on May 11, 2023). |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Oxbridge Acquisition Corp. (incorporated by reference to Exhibit 3.1 of Oxbridge Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 17, 2021). |
| 4.1 |
|
Warrant Agreement, dated August 11, 2021, by and between Oxbridge Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Oxbridge Acquisition Corp.’s Current Report on Form 8-K filed with the SEC on August 17, 2021). |
| 4.2 |
|
Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of Oxbridge Acquisition Corp.’s Registration Statement on Form S-1 filed with the SEC on July 30, 2021). |
| 4.3 |
|
Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of Oxbridge Acquisition Corp.’s Registration Statement on Form S-1 filed with the SEC on July 30, 2021). |
| 4.4 |
|
Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 of Oxbridge Acquisition Corp.’s Registration Statement on Form S-1 filed with the SEC on July 30, 2021). |
| 31.1 |
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 |
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS |
|
Inline
XBRL Instance Document |
| 101.SCH |
|
Inline
XBRL Taxonomy Extension Schema Document |
| 101.CAL |
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF |
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB |
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE |
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
| Date:
August 21, 2023 |
OXBRIDGE
ACQUISITION CORP. |
| |
|
| |
By: |
/s/
George Murnane |
| |
Name: |
George
Murnane |
| |
Title: |
Interim
Chief Financial Officer |
| |
|
(Principal
Financial Officer and Accounting Officer) |
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES
EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, Michael Winston, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Jet.AI Inc.; |
| |
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| |
|
|
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
|
|
| |
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| |
|
|
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 21, 2023 |
|
| |
/s/ Michael Winston |
| |
Michael Winston |
| |
Executive Chairman and Interim Chief Executive Officer |
| |
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) UNDER THE SECURITIES
EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY
ACT OF 2002
I, George Murnane, certify that:
| 1. |
I have reviewed this quarterly report on Form 10-Q of Jet.AI Inc.; |
| |
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| |
|
| 3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| |
|
| 4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and |
| |
|
|
| |
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| |
|
|
| |
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| |
|
|
| |
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| |
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| |
|
|
| |
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: August 21, 2023 |
|
| |
/s/ George Murnane |
| |
George Murnane |
| |
Interim Chief Financial Officer |
| |
(Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Jet.AI
Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange
Commission (the “Report”), I, Michael Winston, Executive Chairman and Interim Chief Executive Officer of the Company, certify,
pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| |
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| |
|
|
| |
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: August 21, 2023 |
|
| |
/s/ Michael Winston |
| |
Michael Winston |
| |
Executive Chairman and Interim Chief Executive Officer |
| |
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Oxbridge
Acquisition Corp. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2023, as filed with the Securities
and Exchange Commission (the “Report”), I, George Murnane, Interim Chief Financial Officer of the Company, certify, pursuant
to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act of 2002, that:
| |
1. |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| |
|
|
| |
2. |
To my knowledge, the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report. |
| Date: August 21, 2023 |
|
| |
/s/ George Murnane |
| |
George Murnane |
| |
Interim Chief Financial Officer |
| |
(Principal Accounting and Financial Officer) |
v3.23.2
Cover - shares
|
6 Months Ended |
|
Jun. 30, 2023 |
Aug. 21, 2023 |
| Entity Addresses [Line Items] |
|
|
| Document Type |
10-Q
|
|
| Amendment Flag |
false
|
|
| Document Quarterly Report |
true
|
|
| Document Transition Report |
false
|
|
| Document Period End Date |
Jun. 30, 2023
|
|
| Document Fiscal Period Focus |
Q2
|
|
| Document Fiscal Year Focus |
2023
|
|
| Current Fiscal Year End Date |
--12-31
|
|
| Entity File Number |
001-40725
|
|
| Entity Registrant Name |
Jet.AI
Inc.
|
|
| Entity Central Index Key |
0001861622
|
|
| Entity Tax Identification Number |
93-2971741
|
|
| Entity Incorporation, State or Country Code |
DE
|
|
| Entity Address, Address Line One |
10845
Griffith Peak Dr.
|
|
| Entity Address, Address Line Two |
Suite
200
|
|
| Entity Address, City or Town |
Las
Vegas
|
|
| Entity Address, State or Province |
NV
|
|
| Entity Address, Postal Zip Code |
89135
|
|
| City Area Code |
(702)
|
|
| Local Phone Number |
747-4000
|
|
| Entity Current Reporting Status |
Yes
|
|
| Entity Interactive Data Current |
Yes
|
|
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Non-accelerated Filer
|
|
| Entity Small Business |
true
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true
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false
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true
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|
8,715,043
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|
|
| Entity Addresses [Line Items] |
|
|
| Title of 12(b) Security |
Common
Stock, par value $0.0001 per share
|
|
| Trading Symbol |
JTAI
|
|
| Security Exchange Name |
NASDAQ
|
|
| Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share |
|
|
| Entity Addresses [Line Items] |
|
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Redeemable
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|
|
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JTAIW
|
|
| Security Exchange Name |
NASDAQ
|
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|
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| Entity Addresses [Line Items] |
|
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|
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| Trading Symbol |
JTAIZ
|
|
| Security Exchange Name |
NASDAQ
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|
| Former Address [Member] |
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|
|
| Entity Address, Address Line One |
Suite
201
|
|
| Entity Address, Address Line Two |
42 Edward Street
|
|
| Entity Address, Address Line Three |
George
Town
|
|
| Entity Address, City or Town |
Grand Cayman
|
|
| Entity Address, Country |
KY
|
|
| Entity Address, Postal Zip Code |
KY1-9006
|
|
| Entity Information, Former Legal or Registered Name |
Oxbridge
Acquisition Corp.
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v3.23.2
Condensed Balance Sheets - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
| Current assets |
|
|
| Cash |
$ 19,879
|
$ 211,718
|
| Accrued interest, prepaid expenses and other receivables |
36,504
|
3,593
|
| Marketable securities held in Trust Account |
13,125,461
|
12,834,629
|
| Total Assets |
13,181,844
|
13,049,940
|
| Current liabilities |
|
|
| Accrued expenses |
410,825
|
97,981
|
| Promissory note payable |
575,000
|
575,000
|
| Deferred underwriting commissions |
4,025,000
|
4,025,000
|
| Derivative warrant liabilities |
575,739
|
369,902
|
| Total liabilities |
5,586,564
|
5,071,744
|
| Commitments and Contingencies |
|
|
| Class A ordinary shares; 1,186,952 shares subject to possible redemption (at redemption value) |
13,125,461
|
12,834,629
|
| Shareholders’ Deficit: |
|
|
| Preference shares, $0.0001 par value; 4,000,000 shares authorized; none issued and outstanding |
|
|
| Accumulated Deficit |
(5,530,469)
|
(4,856,721)
|
| Total shareholders’ deficit |
(5,530,181)
|
(4,856,433)
|
| Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit |
13,181,844
|
13,049,940
|
| Common Class A [Member] |
|
|
| Current liabilities |
|
|
| Class A ordinary shares; 1,186,952 shares subject to possible redemption (at redemption value) |
13,130,000
|
|
| Shareholders’ Deficit: |
|
|
| Common stock |
|
|
| Common Class B [Member] |
|
|
| Shareholders’ Deficit: |
|
|
| Common stock |
288
|
288
|
| Related Party [Member] |
|
|
| Current liabilities |
|
|
| Due to affiliates |
|
$ 3,861
|
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v3.23.2
Condensed Balance Sheets (Parenthetical) - $ / shares
|
Jun. 30, 2023 |
Dec. 31, 2022 |
| Temporary equity possible redemption |
1,186,952
|
1,186,952
|
| Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
| Preferred stock, shares authorized |
4,000,000
|
4,000,000
|
| Preferred stock, shares issued |
0
|
0
|
| Preferred stock, shares outstanding |
0
|
0
|
| Common stock, par value |
$ 18.00
|
|
| Common Class A [Member] |
|
|
| Common stock, par value |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
400,000,000
|
400,000,000
|
| Common stock, shares issued |
115,000
|
115,000
|
| Common stock, shares outstanding |
115,000
|
115,000
|
| Common stock redemption shares |
1,186,952
|
1,186,952
|
| Common Class B [Member] |
|
|
| Common stock, par value |
$ 0.0001
|
$ 0.0001
|
| Common stock, shares authorized |
40,000,000
|
40,000,000
|
| Common stock, shares issued |
2,875,000
|
2,875,000
|
| Common stock, shares outstanding |
2,875,000
|
2,875,000
|
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v3.23.2
Condensed Statements of Operations (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2023 |
Jun. 30, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Expenses |
|
|
|
|
| General and administrative expenses |
$ (105,915)
|
$ (73,811)
|
$ (469,569)
|
$ (129,970)
|
| Loss from operations |
(105,915)
|
(73,811)
|
(469,569)
|
(129,970)
|
| Change in fair value of warrant liabilities |
183,282
|
(428,067)
|
(205,837)
|
2,992,573
|
| Other income |
|
|
|
|
| Other interest income |
312
|
377
|
1,658
|
598
|
| Income earned on marketable securities held in trust account |
154,650
|
|
290,832
|
|
| Net income (loss) |
$ 232,329
|
$ (501,501)
|
$ (382,916)
|
$ 2,863,201
|
| Earnings (loss) per share: |
|
|
|
|
| Basic weighted average shares outstanding |
4,176,952
|
14,490,000
|
4,176,952
|
14,490,000
|
| Diluted weighted average shares outstanding |
4,176,952
|
14,490,000
|
4,176,952
|
14,490,000
|
| Basic net earnings (loss) per ordinary share |
$ 0.06
|
$ (0.035)
|
$ (0.09)
|
$ 0.198
|
| Diluted net earnings (loss) per ordinary share |
$ 0.06
|
$ (0.035)
|
$ (0.09)
|
$ 0.198
|
| X |
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 7
-Publisher FASB
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Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
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-Section 45
-Paragraph 28
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-Section 45
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-Subparagraph (a)
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-Paragraph 2
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
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-Topic 220
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-Topic 260
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|
v3.23.2
Condensed Statements of Changes in Shareholders' Deficit (Unaudited) - USD ($)
|
Common Stock [Member]
Common Class A [Member]
|
Common Stock [Member]
Common Class B [Member]
|
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Common Class A [Member] |
Common Class B [Member] |
Total |
| Balance at Dec. 31, 2021 |
|
$ 288
|
|
$ (10,498,112)
|
|
|
$ (10,497,824)
|
| Balance, shares at Dec. 31, 2021 |
115,000
|
2,875,000
|
|
|
|
|
|
| Net income (loss) |
|
|
|
3,364,702
|
|
|
3,364,702
|
| Balance at Mar. 31, 2022 |
|
$ 288
|
|
(7,133,410)
|
|
|
(7,133,122)
|
| Balance, shares at Mar. 31, 2022 |
115,000
|
2,875,000
|
|
|
|
|
|
| Balance at Dec. 31, 2021 |
|
$ 288
|
|
(10,498,112)
|
|
|
(10,497,824)
|
| Balance, shares at Dec. 31, 2021 |
115,000
|
2,875,000
|
|
|
|
|
|
| Net income (loss) |
|
|
|
|
$ 2,295,106
|
$ 568,095
|
2,863,201
|
| Balance at Jun. 30, 2022 |
|
$ 288
|
|
(7,634,911)
|
|
|
(7,634,623)
|
| Balance, shares at Jun. 30, 2022 |
115,000
|
2,875,000
|
|
|
|
|
|
| Balance at Mar. 31, 2022 |
|
$ 288
|
|
(7,133,410)
|
|
|
(7,133,122)
|
| Balance, shares at Mar. 31, 2022 |
115,000
|
2,875,000
|
|
|
|
|
|
| Net income (loss) |
|
|
|
(501,501)
|
(401,997)
|
(99,504)
|
(501,501)
|
| Balance at Jun. 30, 2022 |
|
$ 288
|
|
(7,634,911)
|
|
|
(7,634,623)
|
| Balance, shares at Jun. 30, 2022 |
115,000
|
2,875,000
|
|
|
|
|
|
| Balance at Dec. 31, 2022 |
|
$ 288
|
|
(4,856,721)
|
|
|
(4,856,433)
|
| Balance, shares at Dec. 31, 2022 |
115,000
|
2,875,000
|
|
|
|
|
|
| Net income (loss) |
|
|
|
(615,245)
|
|
|
(615,245)
|
| Accretion for Class A Ordinary Shares to redemption amount |
|
|
|
(136,182)
|
|
|
(136,182)
|
| Balance at Mar. 31, 2023 |
|
$ 288
|
|
(5,608,148)
|
|
|
(5,607,860)
|
| Balance, shares at Mar. 31, 2023 |
115,000
|
2,875,000
|
|
|
|
|
|
| Balance at Dec. 31, 2022 |
|
$ 288
|
|
(4,856,721)
|
|
|
(4,856,433)
|
| Balance, shares at Dec. 31, 2022 |
115,000
|
2,875,000
|
|
|
|
|
|
| Net income (loss) |
|
|
|
|
(119,355)
|
(263,561)
|
(382,916)
|
| Balance at Jun. 30, 2023 |
|
$ 288
|
|
(5,530,469)
|
|
|
(5,530,181)
|
| Balance, shares at Jun. 30, 2023 |
115,000
|
2,875,000
|
|
|
|
|
|
| Balance at Mar. 31, 2023 |
|
$ 288
|
|
(5,608,148)
|
|
|
(5,607,860)
|
| Balance, shares at Mar. 31, 2023 |
115,000
|
2,875,000
|
|
|
|
|
|
| Net income (loss) |
|
|
|
232,329
|
$ 72,417
|
$ 159,912
|
232,329
|
| Change in Class A Ordinary shares subject to possible redemption |
|
|
|
(154,650)
|
|
|
(154,650)
|
| Balance at Jun. 30, 2023 |
|
$ 288
|
|
$ (5,530,469)
|
|
|
$ (5,530,181)
|
| Balance, shares at Jun. 30, 2023 |
115,000
|
2,875,000
|
|
|
|
|
|
| X |
- DefinitionClass A Ordinary shares subject to possible redemption.
| Name: |
JTAI_ClassOrdinarySharesSubjectToPossibleRedemption |
| Namespace Prefix: |
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|
| X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
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-Section S99
-Paragraph 1
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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v3.23.2
Condensed Statement of Cash Flows (Unaudited) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Cash flows from Operating Activities: |
|
|
|
|
|
|
| Net (loss) income |
$ 232,329
|
$ (615,245)
|
$ (501,501)
|
$ 3,364,702
|
$ (382,916)
|
$ 2,863,201
|
| Adjustments to reconcile net (loss) income to cash used in operating activities |
|
|
|
|
|
|
| Change in fair value of warrant liabilities |
|
|
|
|
205,837
|
(2,992,573)
|
| Income earned on marketable securities held in Trust Account |
|
|
|
|
(290,832)
|
|
| Changes in operating assets and liabilities: |
|
|
|
|
|
|
| Accrued interest, prepaid expenses and other receivables |
|
|
|
|
(32,911)
|
(62,200)
|
| Due to affiliates |
|
|
|
|
(3,861)
|
|
| Accrued expenses |
|
|
|
|
312,844
|
(3,856)
|
| Net cash used in operating activities |
|
|
|
|
(191,839)
|
(195,428)
|
| Net Change in Cash |
|
|
|
|
(191,839)
|
(195,428)
|
| Cash– Beginning of period |
|
$ 211,718
|
|
$ 614,395
|
211,718
|
614,395
|
| Cash– Ending of period |
$ 19,879
|
|
$ 418,967
|
|
19,879
|
418,967
|
| Supplemental disclosure of non-cashflow information |
|
|
|
|
|
|
| Accretion for Class A ordinary shares to redemption amount |
|
|
|
|
$ 290,832
|
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v3.23.2
Description of Organization and Business Operations
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
| Description of Organization and Business Operations |
Note
1—Description of Organization and Business Operations
Oxbridge
Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 12, 2021. The Company was
incorporated for the purpose of effecting a merger, capital stock or share exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth
company and, as such, the Company is subject to all of the risks associated with emerging growth companies.
As
of June 30, 2023, the Company had not commenced any operations. All activity for the period from April 12, 2021 (inception) through June
30, 2023 relates to the Company’s formation and the initial public offering (the “Initial Public Offering” or “IPO”)
described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company
will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company
may generate non-operating income in the form of interest and dividend income on marketable securities from the proceeds derived from
the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The
Company’s sponsor is OAC Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”). The registration statement
for the Company’s Initial Public Offering was declared effective on August 11, 2021. On August 16, 2021, the Company consummated
its IPO of 10,000,000 units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary
shares included in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000 and incurring
offering costs of approximately $6,624,000, inclusive of $3,500,000 in deferred underwriting commissions. The underwriter exercised the
over-allotment option in full and on August 16, 2021, purchased an additional 1,500,000 units (the “Over-Allotment Units”),
generating additional gross proceeds of $15,000,000 (the “Over-Allotment”), and incurring additional offering costs of $825,000,
inclusive of $525,000 of deferred underwriting commissions (Note 5).
Simultaneously
with the closing of the IPO, the Company consummated the sale of 5,760,000 warrants to the Sponsor and Maxim Group LLC (“Maxim”),
the underwriter in this offering (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating
gross proceeds of $5,760,000, which is discussed in Note 4. Each Private Placement Warrant is exercisable to purchase one Class A ordinary
share at $11.50 per share.
Upon
the closing of the Initial Public Offering, the Over-Allotment and the Private Placement, $116,725,000 ($10.15 per Unit) of the net proceeds
of the Initial Public Offering and certain proceeds of the Private Placement was placed in a trust account (“Trust Account”),
located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and may be invested only in U.S.
government securities within the meaning of Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less or in
money market funds investing solely in United States Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company
Act, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.
On
November 9, 2022, the Company held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the Company’s
shareholders were presented the proposals to extend the date by which the Company must consummate a business combination (the “Termination
Date”) from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors) by amending the
Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension
Amendment Proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”)
was approved. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on November 11, 2022.
In
connection with the vote to approve the Extension Amendment Proposal, the holders of 10,313,048 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.22 per share, for an aggregate redemption amount
of $105,424,960 in connection with the Extension Amendment Proposal.
The
Sponsor agreed to contribute to us a loan of $ (the “Extension Loan”), to be deposited into the trust account to extend
the Termination Date from November 16, 2022 to August 16, 2023. On November 14, 2022, the Company issued a promissory note (the “Extension
Note”) in the aggregate principal amount of $ to the Sponsor, in connection with the Extension Loan. The Extension Loan
was deposited into the trust account on November 15, 2022. The Extension Note bears no interest and is repayable in full upon the earlier
of (a) the date of the consummation of an initial business combination, or (b) the date of the liquidation of the Company.
At
June 30, 2023, approximately $13.13 million was held in Trust for possible redemption of 1,186,952 Class A ordinary shares at approximately
$11.06 per share.
The
Company’s management had broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds were intended to be applied generally toward
consummating a Business Combination. There was no assurance that the Company would have been able to complete a Business Combination
successfully. The Company would have had to complete one or more initial Business Combinations having an aggregate fair market value
of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions
and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial
Business Combination. However, the Company would have only completed a Business Combination if the post-transaction company owned or
acquired 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
The
Company provided the holders (the “Public Shareholders”) of its Public Shares, with the opportunity to redeem all or a portion
of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve
the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company would seek shareholder approval of
a Business Combination or conduct a tender offer was made by the Company, solely in its discretion. The Public Shareholders were entitled
to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account. The per-share amount distributed to Public
Shareholders who redeemed their Public Shares was not reduced by the deferred underwriting commissions the Company was obligated to pay
to the underwriter. These Public Shares have been classified as temporary equity upon the completion of the Initial Public Offering in
accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company proceeded with a Business Combination as the
Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution, being the affirmative vote of a majority
of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the
business combination. If a shareholder vote was not required by law and the Company did not decide to hold a shareholder vote for business
or other legal reasons, the Company would have, pursuant to its Amended and Restated Memorandum and Articles of Association, as amended
(the “Amended and Restated Memorandum and Articles of Association”), conducted the redemptions pursuant to the tender offer
rules of the U.S. Securities and Exchange Commission (“SEC”) and filed tender offer documents with the SEC prior to completing
a Business Combination. If, however, shareholder approval of the transactions was required by law, or the Company decided to obtain shareholder
approval for business or legal reasons, the Company would have offered to redeem shares in conjunction with a proxy solicitation pursuant
to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may have elected to redeem their
Public Shares irrespective of whether they voted for or against the proposed transaction. If the Company sought shareholder approval
in connection with a Business Combination, the Initial Shareholder (as defined below) had agreed to vote their Founder Shares (as defined
below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition,
the Initial Shareholder had agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection
with the completion of a Business Combination.
Notwithstanding
the foregoing, the Amended and Restated Memorandum and Articles of Association provided that a Public Shareholder, together with any
affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined
under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), would have been restricted from
redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public
Offering, without the prior consent of the Company.
The
Company’s Sponsor (the “Initial Shareholder”) officers and directors had agreed not to propose an amendment to Amended
and Restated Memorandum and Articles of Association (A) that would modify the substance or timing of the Company’s obligation to
allow redemption in connection with our initial business combination or to redeem 100% of its Public Shares if the Company did not complete
a Business Combination by August 16, 2023, as described in more detail in the prospectus for the IPO) (the “Combination Period”)
or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless
the Company provided the Public Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such
amendment.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
The
Initial Shareholder, officers and directors had agreed to waive their liquidation
rights with respect to the Founder Shares if the Company failed to complete a Business Combination within the Combination Period. However,
if the Initial Shareholder or members of the Company’s management team acquired Public Shares in or after the Initial Public Offering,
they would have been entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company failed
to complete a Business Combination within the Combination Period. Maxim had agreed to waive their rights to its deferred underwriting
commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and,
in such event, such amounts would have been included with the other funds held in the Trust Account that would have been available to
fund the redemption of the Public Shares. In order to protect the amounts held in the Trust Account, the Sponsor had agreed to be liable
to the Company if and to the extent any claims by a vendor (other than the Company’s independent registered public accounting firm)
for services rendered or products sold to the Company, or a prospective target business with which the Company had discussed entering
into a transaction agreement, reduce the amount of funds in the Trust Account. This liability did not apply with respect to any claims
by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account
or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver
was deemed to be unenforceable against a third party, the Sponsor would not have been responsible to the extent of any liability for such
third-party claims. The Company sought to reduce the possibility that the Sponsor would have to indemnify the Trust Account due to claims
of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting
firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving
any right, title, interest or claim of any kind in or to monies held in the Trust Account.
Business
Combination with Jet Token Inc.
On
February 24, 2023, Oxbridge Acquisition Corp. (“Oxbridge” or the “Acquiror”), entered into a Business
Combination Agreement and Plan of Reorganization, as amended by Amendment No. 1 to the Business Combination Agreement, dated as of
May 11, 2023 (the “Business Combination Agreement”) with OXAC Merger Sub I, Inc., a Delaware corporation and a direct
wholly owned subsidiary of Oxbridge (“First Merger Sub”), Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a
Delaware limited liability company and a direct wholly owned subsidiary of Oxbridge (“Second Merger Sub”), and Jet
Token, Inc., a Delaware corporation (“Jet Token”), pursuant to which the Company would redomicile as a Delaware
corporation and immediately be renamed Jet.AI (the “Domestication”), and promptly following the Domestication, (a) First
Merger Sub would merge with and into Jet Token (the “First Merger”), with Jet Token surviving the merger as a wholly
owned subsidiary of Jet.AI (the time at which the First Merger becomes effective, the “Effective Time”), and (b) as soon
as practicable, but in any event within three days following the Effective Time and as part of the same overall transaction as the
First Merger, Jet Token (as the surviving entity of the First Merger) would merge with and into Second Merger Sub (the “Second
Merger” and, together with the First Merger and all other transactions contemplated by the Business Combination Agreement, the
“Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary of Jet.AI.
On
March 27, 2023, the Company filed a registration statement on Form S-4 (File No. 333-270848) (the “Form S-4”, as amended
on May 11, 2023, June 6, 2023, June 22, 2023, July 7, 2023, July 18, 2023 and July 26, 2023) with the SEC, which includes the proxy statement/prospectus/information
statement distributed to holders of the Company’s ordinary shares in connection with the Company’s solicitation for proxies
for the vote by the Company’s shareholders in connection with the Jet Token Business Combination and other matters as described
in the Form S-4. The Form S-4 was declared effective by the SEC on July 28, 2023, and the definitive proxy statement/prospectus/information
statement was mailed to the Company’s shareholders of record on the record date for voting on the Jet Token Business Combination.
The Jet Token Business Combination closed on August 10, 2023. Upon consummation of the Jet Token Business Combination, and after the
Domestication, the Company has one class of common stock, par value $0.0001 per share, which is listed on Nasdaq under the ticker symbol
“JTAI”. The Company’s warrants are listed on Nasdaq under the ticker symbols “JTAIW” and “JTAIZ”, respectively.
The
Business Combination was accounted for as a reverse recapitalization in accordance with GAAP, whereby the Company is treated as the acquired
company and Jet Token is treated as the acquirer. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent
of Jet Token issuing stock for the net assets of the Company, accompanied by a recapitalization. The net assets of the Company were stated
at historical cost, with no goodwill or other intangible assets recorded. Subsequent presentations of the results of operations presented
for the period prior to the Business Combination will be for those of Jet Token.
Jet
Token has been determined to be the accounting acquirer in the Business Combination based on the following predominate factors:
| |
● |
Jet Token’s existing stockholders have the greatest voting interest in the combined entity; |
| |
● |
Jet Token has the ability to nominate a majority of the initial members of the Jet Token Board; |
| |
● |
Jet Token’s senior management is the senior management of the combined entity |
| |
● |
Jet Token is the larger entity based on historical operating activity and has the larger employee base; and |
| |
● |
The post-combination company has assumed a Jet Token branded name: “Jet.AI Inc.” |
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
On
August 10, 2023 (the “Closing Date”), Jet.AI Inc., a Delaware corporation (f/k/a Oxbridge Acquisition Corp.) (the “Company”
or “Jet.AI”), consummated the previously announced Business Combination transaction pursuant to that certain Business Combination
Agreement and Plan of Reorganization as described above. Additionally on August 10, 2023, the Company filed a notice of deregistration
with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation
and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which the Company was domesticated
and continues as a Delaware corporation (the “Domestication”).
On
August 10, 2023, as a result of the Business Combination and the other transactions contemplated by the Business Combination Agreement,
following the consummation of the Domestication (a) First Merger Sub merged with and into Jet Token, with Jet Token surviving the merger
as a wholly owned subsidiary of the Company (the “First Merger”) and (b) after the effectiveness of the First Merger, Jet
Token merged with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of the Company
(the “Second Merger”).
Following
the closing of the Business Combination, the Company owns, directly or indirectly, all of the issued and outstanding equity interests
in the Second Merger Sub and its subsidiaries, and the stockholders of Jet Token as of immediately prior to the effective time of the
First Merger (the “Jet Token Stockholders”) hold a portion of the Company’s common stock, par value $0.0001 per share
(the “Jet.AI Common Stock”).
As
a result of and upon the effective time of the Domestication: (a) each then issued and outstanding Class A Ordinary Share of Oxbridge
was converted automatically, on a one-for-one basis, into a share of Jet.AI Common Stock; (b) each then issued and outstanding Class
B Ordinary Share of Oxbridge was converted automatically, on a one-for-one basis, into a share of Jet.AI Common Stock; (c) each then
issued and outstanding Oxbridge Warrant was converted automatically into a warrant to purchase one share of Jet.AI Common Stock pursuant
to the Warrant Agreement (“Jet.AI Warrant”); and (d) each then issued and outstanding Oxbridge Unit was converted automatically
into a Jet.AI Unit, each consisting of one share of Jet.AI Common Stock and one Jet.AI Warrant.
At
the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of Jet Token Common Stock,
including each share of Jet Token Preferred Stock that was converted into shares of Jet Token Common Stock immediately prior to the Effective
Time, was cancelled and automatically converted into the right to receive (x) the number of shares of Jet.AI Common Stock equal to the
Stock Exchange Ratio of 0.03094529, and (y) the number of warrants (“Merger Consideration Warrants”) equal to the Warrant
Exchange Ratio of 0.04924242; (ii) each Jet Token Option, whether or not exercisable and whether or not vested, that was outstanding
immediately prior to the Effective Time was automatically converted into an option to purchase a number of Jet.AI Options based on the
Option Exchange Ratio (determined in accordance with the Business Combination Agreement and as further described in the Proxy Statement);
(iii) each Jet Token Warrant issued and outstanding immediately prior to the Effective Time was automatically converted into a warrant
to acquire (x) a number of shares of Jet.AI Common Stock equal to the Stock Exchange Ratio and (y) a number of Merger Consideration Warrants
equal to the Warrant Exchange Ratio; and (iv) each Jet Token RSU Award that was outstanding immediately prior to the Effective Time was
converted into a Jet.AI RSU Award with respect to a number of RSUs based on the applicable exchange ratio as determined in accordance
with the Business Combination Agreement.
Forward
Purchase Agreement
On
August 6, 2023, Oxbridge entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading
Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (“MSC” and, collectively with MCP
and MSTO, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions. For purposes
of the Forward Purchase Agreement, Oxbridge is referred to as the “Counterparty” prior to the consummation of the Business
Combination, while Jet.AI is referred to as the “Counterparty” after the consummation of the Business Combination. Capitalized
terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Forward Purchase Agreement.
Pursuant
to the terms of the Forward Purchase Agreement, the Seller intended, but was not obligated, to purchase up to 1,186,952
(the “Purchased Amount”) Class A ordinary shares, par value $0.0001
per share, of Oxbridge (“Oxbridge Shares”) concurrently with the Closing pursuant to the Seller’s FPA Funding
Amount PIPE Subscription Agreement (as defined below), less the number of Oxbridge Shares purchased by the Seller separately from
third parties through a broker in the open market (“Recycled Shares”). No Seller was required to purchase an amount of
Oxbridge Shares such that following such purchase, that Seller’s ownership would exceed 9.9%
of the total Oxbridge Shares outstanding immediately after giving effect to such purchase, unless the Seller, at its sole
discretion, waived such 9.9%
ownership limitation. The number of shares subject to the Forward Purchase Agreement was subject to reduction following a
termination of the Forward Purchase Agreement with respect to such shares as described under “Optional Early
Termination” in the Forward Purchase Agreement.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
The
Forward Purchase Agreement provided for a prepayment shortfall in an amount in U.S. dollars equal to $1,250,000 (the “Prepayment
Shortfall”); provided that Seller shall pay one half (1/2) of the Prepayment Shortfall to Counterparty on the Prepayment Date (which
amount shall be netted from the Prepayment Amount) (the “Initial Shortfall”) and, at the request of Counterparty, the other
one half (1/2) of the Prepayment Shortfall (the “Future Shortfall”) on the date that the SEC declares the Registration Statement
effective (the “Registration Statement Effective Date”), provided the VWAP Price is greater than $6.00 for any 45 trading
days during the prior 90 consecutive trading day period and average daily trading value over such period equals at least four times the
Future Shortfall. Seller in its sole discretion may sell Recycled Shares at any time following the Trade Date and at any sales price,
without payment by Seller of any Early Termination Obligation until such time as the proceeds from such sales equal 100% of the Initial
Shortfall and 100% of the Future Shortfall actually paid to Counterparty (as set forth under Shortfall Sales in the Forward Purchase
Agreement) (such sales, “Shortfall Sales,” and such Shares, “Shortfall Sale Shares”). A sale of Shares is only
(a) a “Shortfall Sale,” subject to the terms and conditions herein applicable to Shortfall Sale Shares, when a Shortfall
Sale Notice is delivered under the Forward Purchase Agreement, and (b) an Optional Early Termination, subject to the terms and conditions
of the forward Purchase Agreement applicable to Terminated Shares, when an OET Notice is delivered under the Forward Purchase Agreement,
in each case the delivery of such notice in the sole discretion of the Seller (as further described in the “Optional Early Termination”
and “Shortfall Sales” sections in the Forward Purchase Agreement).
The
Forward Purchase Agreement provided that the Seller would be paid directly an aggregate cash amount (the “Prepayment Amount”)
equal to (x) the product of (i) the number of shares as set forth in a Pricing Date Notice and (ii) the redemption price per share as
defined in Article 49.5 of Oxbridge’s Amended and Restated Memorandum and Articles of Association, effective as of August 11, 2021,
as amended from time to time (the “Initial Price”), less (y) the Prepayment Shortfall.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
1—Description of Organization and Business Operations (continued)
The
Seller has agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as
well as any redemption rights under Oxbridge’s Amended and Restated Memorandum and Articles of Association that would require redemption
by Oxbridge. Such waiver may reduce the number of Oxbridge Shares redeemed in connection with the Business Combination, and such reduction
could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured,
and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations
applicable to the Business Combination, including Rule 14e-5 under the Securities Exchange Act of 1934.
FPA
Funding Amount PIPE Subscription Agreements
On
August 6, 2023, Oxbridge entered into a subscription agreement (the “FPA Funding Amount PIPE Subscription Agreement”)
with Seller.
Pursuant
to the FPA Funding PIPE Subscription Agreement, Seller agreed to subscribe for and purchase, and Oxbridge agreed to issue and sell to
Seller, on the Closing Date, an aggregate of up to 1,186,952 Oxbridge Shares, less the Recycled Shares in connection with the Forward
Purchase Agreement.
Maxim
Settlement Agreement
On
August 10, 2023, the Company entered into a settlement agreement (“Maxim Settlement Agreement”) with Maxim Group LLC, the
underwriter for the Company’s initial public offering (“Maxim”). Pursuant to the Maxim Settlement Agreement, the Company
issued 270,000 shares of Jet.AI Common Stock to settle the payment obligations of the Company under the underwriting agreement dated
on or about August 11, 2021, by and between the Company and Maxim, which shares of Jet.AI Common Stock are subject to a Registration
Rights Agreement. The Company also issued 1,127 shares of Series A Convertible Preferred Stock in an amount equal in value to $1,127,000
(the “Series A Preferred Shares”). The shares of Jet.AI Common Stock issuable upon conversion of the Series A Preferred Shares
are subject to the Registration Rights Agreement.
Sponsor
Settlement Agreement
On
August 10, 2023, the Company entered into a settlement agreement (“Sponsor Settlement Agreement”) with Sponsor. Pursuant
to the Sponsor Settlement Agreement, the Company issued shares of the Company’s Series A-1 Convertible
Preferred Stock (the “Series A-1 Preferred Shares”) to settle the payment obligations of the Company under a promissory note
in the principal amount of $dated November 14, 2022 in favor of Sponsor.
The shares of Jet.AI Common Stock issuable upon conversion of the Series A-1 Preferred Shares are subject to a Registration Rights Agreement
between the Company and Sponsor.
Liquidity
and Capital Resources
As
of June 30, 2023 the Company had cash of approximately $20,000 and a working capital deficit of approximately $354,000. In order to finance transaction costs in connection with a Business Combination, the Company’s
Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, provide
the Company Working Capital Loans (see Note 4). As of June 30, 2023, there were no amounts outstanding under any Working Capital Loans.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
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-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
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v3.23.2
Summary of Significant Accounting Policies
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Accounting Policies [Abstract] |
|
| Summary of Significant Accounting Policies |
Note
2—Summary of Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position,
results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include
all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating
results and cash flows for the periods presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form S-1 which contains
the initial audited financial statements and notes thereto for the period from April 12, 2021 (inception) to April 16, 2021 as filed
with the SEC on July 19, 2021, the Form 10-K’s as filed with the SEC on March 30, 2022 and February 22, 2023, and the Form S-4
filed on July 26, 2023. The interim results for the three and six-month period ended June 30, 2023 are not necessarily indicative of
the results to be expected for the year ending December 31, 2023 or for any future interim periods.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Further,
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from
being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had
a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are
required to comply with the new or revised financial accounting standards.
The
JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.
This
may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
Use
of Estimates
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement
and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at
the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one
or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Material
estimate that is particularly susceptible to significant change in the near-term relate to the fair value of the derivative warrant liabilities.
Although considerable variability is likely to be inherent in this estimate, management believes that the amounts provided are reasonable.
This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations.
Cash
and cash equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of June 30, 2023, the Company had approximately $20,000 of cash and cash equivalents.
Marketable
Securities Held in Trust Account
At
June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading
securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting
from the change in fair value of investments held in Trust Account as well as interest and dividends are included in income earned on
marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments
held in Trust Account are determined using available market information.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Concentration
of Credit Risk
Financial
instruments that subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which exceeds
the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts.
Offering
Costs
The
Company accounts for offering costs in accordance with the requirements of ASC 340-10-S99-1. Offering costs consist of legal, accounting,
underwriting fees and other costs that are directly related to the IPO. Offering costs associated with warrant liabilities are expensed,
and offering costs associated with the Class A ordinary shares are recorded to shareholders’ deficit as a reduction of cash proceeds.
Financial
Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term
nature.
Fair
value measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| |
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
| |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
The
following is a description of the valuation methodologies used for assets and liabilities measured at fair value:
Money
Market Funds
Valued
at the daily closing price as reported by the fund. Money market funds held by the Company are open-end funds that are registered with
the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact
at the price. The funds are deemed to be actively traded.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Derivative
Warrant Liabilities
The
fair value of the Private Placement Warrants is based on the Black Scholes option pricing model utilizing various assumptions based on
management’s judgment. Significant deviations from management’s estimates and inputs could result in a material change in
fair value. As such, the fair value of the Private Placement Warrants is classified as Level 3. The fair value of the Public Warrants
is classified as Level 1 due to the use of an observable market price in an active market.
There
have been no changes in the methodologies used at June 30, 2023 or December 31, 2022. See Note 7 for additional information on assets
and liabilities measured at fair value.
Derivative
financial instruments
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will
be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The
17,260,000 warrants issued on August 16, 2021 in connection with the IPO and the Private Placement (including the 11,500,000 warrants
included in the Units and the 5,760,000 Private Placement Warrants) are recognized as derivative liabilities in accordance with ASC 815.
The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized
in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering were
initially measured at fair value using a Black-Scholes option pricing model and subsequently, the fair value of Public Warrants issued
in connection with the Initial Public Offering have been measured based on the listed market price of such warrants beginning from December
31, 2021, and through to June 30, 2023. The fair value of the Private Warrants has been estimated initially and subsequently, as of June
30, 2023, using a version of the Black-Scholes option pricing model. The determination of the fair value of the warrant liabilities may
be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
Class
A Ordinary Shares Subject to Possible Redemption
As
of June 30, 2023, there were 1,301,952 Class A ordinary shares issued or outstanding. The Company accounts for its Class A ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and be subject to
occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, 1,186,952 Class A ordinary shares subject
to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the
Company’s balance sheets. At June 30, 2023 and December 31, 2022, there are no mandatory convertible ordinary shares.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Earnings
(loss) Per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Earnings (loss) per ordinary
share is computed by dividing earnings (loss) by the weighted average number of ordinary shares outstanding during the period.
The
Company has two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata
between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both
classes of shares share pro rata in the income/loss of the Company. Accretion associated with the redeemable shares of Class A ordinary
shares is excluded from earnings per share as the redemption value approximates fair value.
At
June 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or
converted into ordinary shares and then share in the earnings (loss) of the Company. As a result of the net loss for the six months ending
June 30, 2023 and the three months ending June 30, 2022, any potentially dilutive securities would be considered anti-dilutive. As a
result, diluted loss per share is the same as basic loss per share for these periods. As a result of the exercise price exceeding the
average market price of the Company’s ordinary shares during the three month period ended June 30, 2023 and the six-month period
ended June 30, 2022, diluted earnings per share is the same as basic earnings per share for these periods.
The
following table reflects the calculation of basic and diluted net earnings (loss) per share (in dollars, except per share amounts):
Schedule of Basic and Diluted Net Loss Per Share
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| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Allocation of net earnings (loss) | |
$ | 72,417 | | |
$ | 159,912 | | |
| (401,997 | ) | |
$ | (99,504 | ) | |
$ | (119,355 | ) | |
$ | (263,561 | ) | |
$ | 2,295,106 | | |
$ | 568,095 | |
| Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 1,301,952 | | |
| 2,875,000 | | |
| 11,615,000 | | |
| 2,875,000 | | |
| 1,301,952 | | |
| 2,875,000 | | |
| 11,615,000 | | |
| 2,875,000 | |
| Basic and diluted net earnings (loss) | |
$ | 0.056 | | |
$ | 0.056 | | |
| (0.035 | ) | |
$ | (0.035 | ) | |
| (0.092 | ) | |
$ | (0.092 | ) | |
$ | 0.198 | | |
$ | 0.198 | |
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the
Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. As of June 30, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from
its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the period presented.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.
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v3.23.2
Initial Public Offering
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Initial Public Offering |
|
| Initial Public Offering |
Note
3—Initial Public Offering
On
August 16, 2021, the Company consummated its IPO of 10,000,000 Units at $10.00 per Unit, generating gross proceeds of $100,000,000 and
incurring offering costs of approximately $6,624,000, inclusive of approximately $3,500,000 in deferred underwriting commissions. The
underwriter was granted a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up
to 1,500,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. On August 16, 2021, Maxim exercised the over-allotment
option in full and, purchased an additional 1,500,000 Over-Allotment Units, generating additional gross proceeds of $15,000,000, and
incurring additional offering costs of $825,000, inclusive of approximately $525,000 of deferred underwriting commissions.
Each
Unit consists of one Class A ordinary share, and one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles
the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).
|
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v3.23.2
Related Party Transactions
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Related Party Transactions [Abstract] |
|
| Related Party Transactions |
Note
4—Related Party Transactions
Founder
Shares
On
April 12, 2021, the Sponsor paid $, or approximately $ per share, to cover certain expenses on behalf of the Company in exchange
for issuance of Class B ordinary shares, par value $ (the “Founder Shares”). The Founder Shares will automatically
convert into shares of Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain
transfer restrictions, as described in Note 6.
The
Initial Shareholder agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the
earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date following the completion
of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction
that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding
the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
4—Related Party Transactions (continued)
Private
Placement Warrants
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the Private Placement of an 5,760,000 Private Placement Warrants
to the Sponsor and Maxim at an average purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company
of $5,760,000. The Private Placement Warrants are identical to the Public Warrants sold as part of the Units in the Initial Public Offering,
except that the Sponsor and Maxim have agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain
permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. The Private Placement
Warrants are also not redeemable by the Company so long as they are held by the Sponsor and Maxim or their respective permitted transferees.
Certain
proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering to be held in the Trust Account.
If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.
The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or
its permitted transferees.
Working
Capital Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, other Initial
Shareholder, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be
required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working
Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust
Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with
respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest,
or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants
at a price of $1.00 per warrant. As of June 30, 2023, the Company did not have any outstanding borrowings under the Working Capital Loans.
Administrative
Services Agreement
Commencing
on the effective date of the Company’s IPO, the Company agreed to pay its Sponsor a total of up to $10,000 per month for office
space, utilities, secretarial and administrative support. Upon completion of the initial Business Combination or the Company’s
liquidation, the Company will cease paying these monthly fees. For the six-month period ended June 30, 2023, the Company recorded expenses
of $80,000 (including a previously omitted charge of $20,000 relating to November and December 2022 charges) to the Sponsor under the
Administrative Services Agreement.
Extension
Amendment Proposal and Promissory Note
On
November 9, 2022, the Company held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the Company’s
shareholders were presented the proposals to extend the date by which the Company must consummate a business combination (the “Termination
Date”) from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors) by amending the
Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension
Amendment Proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”)
was approved. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on November 11, 2022.
In
connection with the vote to approve the Extension Amendment Proposal, the holders of 10,313,048 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $10.22 per share, for an aggregate redemption amount
of $105,424,960 in connection with the Extension Amendment Proposal.
The
sponsor has agreed to contribute to us a loan of $ (the “Extension Loan”), to be deposited into the trust account
to extend the Termination Date from November 16, 2022 to August 16, 2023. On November 14, 2022, the Company issued a promissory note
(the “Extension Note”) in the aggregate principal amount of $ to the sponsor, in connection with the Extension Loan.
The Extension Loan was deposited into the trust account on or around November 15, 2022.
The
Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of an initial business
combination, or (b) the date of the liquidation of the Company.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
|
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v3.23.2
Commitments and Contingencies
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Commitments and Contingencies Disclosure [Abstract] |
|
| Commitments and Contingencies |
Note
5—Commitments and Contingencies
Registration
Rights
The
holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if
any, are entitled to registration rights pursuant to a registration and shareholder rights agreement. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, these
holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the
completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.
Underwriting
Agreement
The
Company granted the underwriters a 45-day option from the final prospectus relating to the Initial Public Offering to purchase up to
1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On August
16, 2021, the underwriters fully exercised their over-allotment option.
The
underwriters were entitled to an underwriting discount of $0.20 per Unit, or $2.0 million in the aggregate (or $2.3 million in the aggregate
including the underwriters’ over-allotment option which was exercised in full), payable upon the closing of the IPO. In addition,
$0.35 per unit, or approximately $3.5 million in the aggregate (or approximately $4.03 million in the aggregate including the underwriters’
over-allotment option which was exercised in full) was payable to the underwriters for deferred underwriting commissions. The deferred
fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes
a Business Combination, subject to the terms of the underwriting agreement.
Risks
and Uncertainties
In
February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action,
various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The impact
of this action and related sanctions on the world economy are not determinable as of the date of this report and the specific impact
on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of this Quarterly
Report on Form 10-Q.
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v3.23.2
Derivative Warrant Liabilities
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Derivative Instruments and Hedging Activities Disclosure [Abstract] |
|
| Derivative Warrant Liabilities |
Note
6 – Derivative Warrant Liabilities
As
of June 30, 2023, the Company had 11,500,000 Public Warrants and 5,760,000 Private Placement Warrants, outstanding.
The
Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months
from the closing of the IPO. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon
redemption or liquidation.
The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A
ordinary shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless
basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration is available.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
6 – Derivative Warrant Liabilities (continued)
The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the
Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration
statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement
to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable
upon exercise of the warrants is not effective by the 60th business day after the closing of a Business Combination, warrant
holders may, until such time as there is an effective registration statement and during any period when the Company will have failed
to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9)
of the Securities Act or another exemption.
Redemption
of Warrants for Cash When the Price per Class A Ordinary Share Equals or Exceeds $18.00
Once
the Public Warrants become exercisable, the Company may call the Public Warrants for redemption
| |
● |
in
whole and not in part; |
| |
|
|
| |
● |
at
a price of $0.01 per Public Warrant; |
| |
|
|
| |
● |
upon
not less than 30 days’ prior written notice of redemption to each warrant holder and |
| |
|
|
| |
● |
if,
and only if, the reported last sale price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share
sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
period ending three business days before the Company sends the notice of redemption to the warrant holders (the “Reference
Value”). |
If
and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of ordinary
shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company
is unable to effect such registration or qualification.
The
exercise price and number of shares of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances
including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will
the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the
Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds
with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account
with the respect to such warrants. Accordingly, the warrants may expire worthless.
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the
Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common
shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend,
extraordinary dividend or recapitalization, reorganization, merger or consolidation.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
6 – Derivative Warrant Liabilities (continued)
In
addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per
Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of
directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held
by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on
the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to
the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement
Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Initial Shareholders
or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable
upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days
after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be
entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
The
Company has accounted for the 17,260,000 warrants issued in connection with the Initial Public Offering (including 11,500,000 Public
Warrants and 5,760,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40.
The
warrant agreement contains an Alternative Issuance provision that if less than 70% of the consideration receivable by the holders of
the Class A common stock in the Business Combination is payable in the form of common equity in the successor entity, and if the holders
of the warrants properly exercise the warrants within thirty days following the public disclosure of the consummation of Business Combination
by the Company, the warrant price shall be reduced by an amount equal to the difference (but in no event less than zero) of (i) the warrant
price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant
Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation
of the Business Combination based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets. “Per
Share Consideration” means (i) if the consideration paid to holders of the common stock consists exclusively of cash, the amount
of such cash per common stock, and (ii) in all other cases, the volume weighted average price of the common stock as reported during
the ten-trading day period ending on the trading day prior to the effective date of the Business Combination.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
6 – Derivative Warrant Liabilities (continued)
The
Company believes that the adjustments to the exercise price of the warrants is based on a variable that is not an input to the fair value
of a “fixed-for-fixed” option as defined under FASB ASC Topic No. 815 – 40, and thus the warrants are not eligible
for an exception from derivative accounting. The accounting treatment of derivative financial instruments requires that the Company record
a derivative liability upon the closing of the Initial Public Offering. Accordingly, the Company classifies each warrant as a liability
at its fair value and the warrants will be allocated a portion of the proceeds from the issuance of the Units equal to its fair value
determined using Black-Scholes option pricing model. This liability is subject to re-measurement at each balance sheet date. With each
such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s
statements of operations. For the six-month periods ending June 30, 2023 and 2022, the Company recognized a (loss)/gain on revaluation
of approximately ($0.2 million) and $3.0 million, respectively. The Company will reassess the classification at each balance sheet date.
If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event
that causes the reclassification.
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v3.23.2
Fair Value Measurements
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Fair Value Disclosures [Abstract] |
|
| Fair Value Measurements |
Note
7 - Fair Value Measurements
The
following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a
recurring basis as of June 30, 2023 and December 31, 2022, by level within the fair value hierarchy:
Schedule of Fair Value Liabilities Measured on Recurring Basis
| | |
Fair Value Measurements Using | | |
| |
| At June 30, 2023 | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
Total | |
| Description | |
| |
| Assets | |
| | |
| | |
| | |
| |
| Marketable securities held in Trust Account | |
$ | 13,125,461 | | |
$ | - | | |
$ | - | | |
$ | 13,125,461 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities - public warrants | |
$ | 575,000 | | |
$ | - | | |
$ | - | | |
$ | 575,000 | |
| Warrant liabilities - private warrants | |
$ | - | | |
$ | - | | |
$ | 739 | | |
$ | 739 | |
| | |
Fair Value Measurements Using | | |
| |
| At December 31, 2022 | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
Total | |
| Description | |
| |
| Assets | |
| | | |
| | | |
| | | |
| | |
| Marketable securities held in trust account | |
$ | 12,834,629 | | |
$ | - | | |
$ | - | | |
$ | 12,834,629 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities - public warrants | |
$ | 368,000 | | |
$ | - | | |
$ | - | | |
$ | 368,000 | |
| Warrant liabilities - private warrants | |
$ | - | | |
$ | - | | |
$ | 1,902 | | |
$ | 1,902 | |
The
Public Warrants issued in connection with the Public Offering and the Private Placement Warrants were initially and subsequently measured
at fair value using a Black-Scholes option pricing model. The subsequent measurement of the Public Warrants as of June 30, 2023 and December
31, 2022, are classified as Level 1 due to the use of an observable market quote in an active market.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
MARCH
31, 2023
(Unaudited)
Note
7 - Fair Value Measurements (continued)
The
Company utilizes a Black-Scholes model to value the Private Placement Warrants at each reporting period, with changes in fair value recognized
in the statements of operations. The estimated fair value of the Private Placement Warrant liability is determined using Level 3 inputs.
Inherent in the Black-Scholes option pricing model are assumptions related to expected stock-price volatility, expected life, risk-free
interest rate and dividend yield. The Company estimates the volatility of its warrants based on historical volatility of its stock price.
The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected
remaining life of the warrants. The Company used the modified extension date deadline of August 16, 2023, to determine the estimated
life of the warrants. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.
There
were no transfers between Levels 1, 2 or 3 during the three-month or six-month periods ended June 30, 2023 and 2022.
The
following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:
Schedule of Fair Value Measurements
| | |
At June 30, 2023 | | |
At December 31, 2022 | |
| | |
| | |
| |
| Share price | |
$ | 10.87 | | |
$ | 10.45 | |
| Exercise price | |
$ | 11.5 | | |
$ | 11.5 | |
| Expected dividend yield | |
| 0 | % | |
| 0 | % |
| Expected volatility | |
| 4.96 | % | |
| 2.97 | % |
| Risk-free interest rate | |
| 5.31 | % | |
| 4.85 | % |
| Expected life (in years) | |
| 0.13 | | |
| 0.67 | |
The
following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified
as Level 3:
Schedule of Fair Value Warrant Liabilities
| | |
Private Placement Warrants | | |
Public Warrants | | |
Warrant Liabilities | |
| Fair value of Level 3 warrants at January 1, 2023 | |
$ | 1,902 | | |
$ | - | | |
$ | 1,902 | |
| Change in valuation inputs or other assumptions | |
| (1,163 | ) | |
| - | | |
| (1,163 | ) |
| Fair value of Level 3 warrants at June 30, 2023 | |
$ | 739 | | |
$ | - | | |
$ | 739 | |
The
following table presents the changes in the fair value of derivative warrant liabilities:
Schedule of Fair Value Warrant Liabilities
| | |
Private Placement Warrants | | |
Public Warrants | | |
Total Warrant Liabilities | |
| | |
| | |
| | |
| |
| Fair value as of January 1, 2023 | |
$ | 1,902 | | |
$ | 368,000 | | |
$ | 369,902 | |
| Change in valuation inputs or other assumptions | |
| (1,163 | ) | |
| 207,000 | | |
| 205,837 | |
| Fair value as of June 30, 2023 | |
$ | 739 | | |
$ | 575,000 | | |
$ | 575,739 | |
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
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v3.23.2
Shareholders’ Equity
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Equity [Abstract] |
|
| Shareholders’ Equity |
Note
8—Shareholders’ Equity
Preference
Shares—The Company is authorized to issue 4,000,000 preference shares with a par value of $0.0001 per share, with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of June 30, 2023, there were no preference shares issued or outstanding.
Class
A Ordinary Shares—The Company is authorized to issue 400,000,000 Class A ordinary shares with a par value of $0.0001 per
share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of June 30, 2023 and December
31, 2022, there were 1,301,952 Class A ordinary shares outstanding, of which 1,186,952 has been classified as temporary equity due to
its redeemable nature.
Class
B Ordinary Shares—The Company is authorized to issue 40,000,000 Class B ordinary shares with a par value of $0.0001 per
share. Holders are entitled to one vote for each Class B ordinary share. At June 30, 2023 and December 31, 2022, there were 2,875,000
Class B ordinary shares issued and outstanding. Holders of the Class A ordinary shares and holders of the Class B ordinary shares will
vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by applicable
law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the appointment of the
Company’s directors prior to the initial Business Combination.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a
one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed
issued in connection with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder
Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving
effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued,
or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company
in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business
Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans;
provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
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v3.23.2
Subsequent Events
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Subsequent Events [Abstract] |
|
| Subsequent Events |
Note
9—Subsequent Events
The
Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements
were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure
in the financial statements, except for as disclosed below.
On
August 10, 2023, the Company completed the Business Combination. Holders of 502,832 shares of the Company’s remaining 1,186,952
Class A Ordinary Shares sold in the Initial Public Offering exercised their right to redeem those shares for a pro rata portion of the
Trust Account holding the proceeds from the Company’s Initial Public Offering, calculated as of two business days prior to the
extraordinary general meeting of the shareholders, at a price of approximately $11.10 per share, for an aggregate of approximately $5.58
million. The per share redemption price of approximately $11.10 for public shareholders electing redemption was paid out of the Trust
Account. For more information regarding the Business Combination, see Note 1, Note 2 and Jet.AI’s Current Report on Form 8-K filed
on November August 14, 2023.
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v3.23.2
Summary of Significant Accounting Policies (Policies)
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Accounting Policies [Abstract] |
|
| Basis of Presentation |
Basis
of Presentation
The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements
prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial
reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position,
results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include
all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating
results and cash flows for the periods presented.
The
accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Form S-1 which contains
the initial audited financial statements and notes thereto for the period from April 12, 2021 (inception) to April 16, 2021 as filed
with the SEC on July 19, 2021, the Form 10-K’s as filed with the SEC on March 30, 2022 and February 22, 2023, and the Form S-4
filed on July 26, 2023. The interim results for the three and six-month period ended June 30, 2023 are not necessarily indicative of
the results to be expected for the year ending December 31, 2023 or for any future interim periods.
|
| Emerging Growth Company |
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
Further,
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from
being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had
a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are
required to comply with the new or revised financial accounting standards.
The
JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard.
This
may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used.
|
| Use of Estimates |
Use
of Estimates
The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement
and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at
the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one
or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Material
estimate that is particularly susceptible to significant change in the near-term relate to the fair value of the derivative warrant liabilities.
Although considerable variability is likely to be inherent in this estimate, management believes that the amounts provided are reasonable.
This estimate is continually reviewed and adjusted if necessary. Such adjustment is reflected in current operations.
|
| Cash and cash equivalents |
Cash
and cash equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of June 30, 2023, the Company had approximately $20,000 of cash and cash equivalents.
|
| Marketable Securities Held in Trust Account |
Marketable
Securities Held in Trust Account
At
June 30, 2023, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading
securities are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting
from the change in fair value of investments held in Trust Account as well as interest and dividends are included in income earned on
marketable securities held in Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments
held in Trust Account are determined using available market information.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
|
| Concentration of Credit Risk |
Concentration
of Credit Risk
Financial
instruments that subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which exceeds
the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts.
|
| Offering Costs |
Offering
Costs
The
Company accounts for offering costs in accordance with the requirements of ASC 340-10-S99-1. Offering costs consist of legal, accounting,
underwriting fees and other costs that are directly related to the IPO. Offering costs associated with warrant liabilities are expensed,
and offering costs associated with the Class A ordinary shares are recorded to shareholders’ deficit as a reduction of cash proceeds.
|
| Financial Instruments |
Financial
Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term
nature.
|
| Fair value measurements |
Fair
value measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| |
● |
Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| |
● |
Level
2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted
prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;
and |
| |
● |
Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions,
such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable |
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
The
following is a description of the valuation methodologies used for assets and liabilities measured at fair value:
|
| Money Market Funds |
Money
Market Funds
Valued
at the daily closing price as reported by the fund. Money market funds held by the Company are open-end funds that are registered with
the Securities and Exchange Commission. These funds are required to publish their daily net asset value (“NAV”) and to transact
at the price. The funds are deemed to be actively traded.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
|
| Derivative Warrant Liabilities |
Derivative
Warrant Liabilities
The
fair value of the Private Placement Warrants is based on the Black Scholes option pricing model utilizing various assumptions based on
management’s judgment. Significant deviations from management’s estimates and inputs could result in a material change in
fair value. As such, the fair value of the Private Placement Warrants is classified as Level 3. The fair value of the Public Warrants
is classified as Level 1 due to the use of an observable market price in an active market.
There
have been no changes in the methodologies used at June 30, 2023 or December 31, 2022. See Note 7 for additional information on assets
and liabilities measured at fair value.
|
| Derivative financial instruments |
Derivative
financial instruments
The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will
be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.
The
17,260,000 warrants issued on August 16, 2021 in connection with the IPO and the Private Placement (including the 11,500,000 warrants
included in the Units and the 5,760,000 Private Placement Warrants) are recognized as derivative liabilities in accordance with ASC 815.
The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized
in the Company’s statement of operations. The fair value of the Public Warrants issued in connection with the Public Offering were
initially measured at fair value using a Black-Scholes option pricing model and subsequently, the fair value of Public Warrants issued
in connection with the Initial Public Offering have been measured based on the listed market price of such warrants beginning from December
31, 2021, and through to June 30, 2023. The fair value of the Private Warrants has been estimated initially and subsequently, as of June
30, 2023, using a version of the Black-Scholes option pricing model. The determination of the fair value of the warrant liabilities may
be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
|
| Class A Ordinary Shares Subject to Possible Redemption |
Class
A Ordinary Shares Subject to Possible Redemption
As
of June 30, 2023, there were 1,301,952 Class A ordinary shares issued or outstanding. The Company accounts for its Class A ordinary shares
subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s
ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and be subject to
occurrence of uncertain future events. Accordingly, at June 30, 2023 and December 31, 2022, 1,186,952 Class A ordinary shares subject
to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the
Company’s balance sheets. At June 30, 2023 and December 31, 2022, there are no mandatory convertible ordinary shares.
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
|
| Earnings (loss) Per Ordinary Share |
Earnings
(loss) Per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Earnings (loss) per ordinary
share is computed by dividing earnings (loss) by the weighted average number of ordinary shares outstanding during the period.
The
Company has two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata
between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both
classes of shares share pro rata in the income/loss of the Company. Accretion associated with the redeemable shares of Class A ordinary
shares is excluded from earnings per share as the redemption value approximates fair value.
At
June 30, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or
converted into ordinary shares and then share in the earnings (loss) of the Company. As a result of the net loss for the six months ending
June 30, 2023 and the three months ending June 30, 2022, any potentially dilutive securities would be considered anti-dilutive. As a
result, diluted loss per share is the same as basic loss per share for these periods. As a result of the exercise price exceeding the
average market price of the Company’s ordinary shares during the three month period ended June 30, 2023 and the six-month period
ended June 30, 2022, diluted earnings per share is the same as basic earnings per share for these periods.
The
following table reflects the calculation of basic and diluted net earnings (loss) per share (in dollars, except per share amounts):
Schedule of Basic and Diluted Net Loss Per Share
| | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | |
| | |
For Three Months Ended | | |
For Six Months Ended | |
| | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | |
| | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | |
| Basic and diluted earnings (loss) per
ordinary share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Allocation of net earnings (loss) | |
$ | 72,417 | | |
$ | 159,912 | | |
| (401,997 | ) | |
$ | (99,504 | ) | |
$ | (119,355 | ) | |
$ | (263,561 | ) | |
$ | 2,295,106 | | |
$ | 568,095 | |
| Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 1,301,952 | | |
| 2,875,000 | | |
| 11,615,000 | | |
| 2,875,000 | | |
| 1,301,952 | | |
| 2,875,000 | | |
| 11,615,000 | | |
| 2,875,000 | |
| Basic and diluted net earnings (loss) | |
$ | 0.056 | | |
$ | 0.056 | | |
| (0.035 | ) | |
$ | (0.035 | ) | |
| (0.092 | ) | |
$ | (0.092 | ) | |
$ | 0.198 | | |
$ | 0.198 | |
OXBRIDGE
ACQUISITION CORP.
NOTES
TO CONDENSED FINANCIAL STATEMENTS
JUNE
30, 2023
(Unaudited)
Note
2—Summary of Significant Accounting Policies (continued)
|
| Income Taxes |
Income
Taxes
The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the
Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. As of June 30, 2023, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The
Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from
its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change
over the next twelve months.
The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the period presented.
|
| Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements.
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-URI https://asc.fasb.org//1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-SubTopic 10
-Topic 275
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.23.2
Summary of Significant Accounting Policies (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Accounting Policies [Abstract] |
|
| Schedule of Basic and Diluted Net Loss Per Share |
The
following table reflects the calculation of basic and diluted net earnings (loss) per share (in dollars, except per share amounts):
Schedule of Basic and Diluted Net Loss Per Share
| | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | |
| | |
For Three Months Ended | | |
For Six Months Ended | |
| | |
June 30, 2023 | | |
June 30, 2022 | | |
June 30, 2023 | | |
June 30, 2022 | |
| | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | | |
| Class
A | | |
| Class
B | |
| Basic and diluted earnings (loss) per
ordinary share | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Numerator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Allocation of net earnings (loss) | |
$ | 72,417 | | |
$ | 159,912 | | |
| (401,997 | ) | |
$ | (99,504 | ) | |
$ | (119,355 | ) | |
$ | (263,561 | ) | |
$ | 2,295,106 | | |
$ | 568,095 | |
| Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted weighted average shares outstanding | |
| 1,301,952 | | |
| 2,875,000 | | |
| 11,615,000 | | |
| 2,875,000 | | |
| 1,301,952 | | |
| 2,875,000 | | |
| 11,615,000 | | |
| 2,875,000 | |
| Basic and diluted net earnings (loss) | |
$ | 0.056 | | |
$ | 0.056 | | |
| (0.035 | ) | |
$ | (0.035 | ) | |
| (0.092 | ) | |
$ | (0.092 | ) | |
$ | 0.198 | | |
$ | 0.198 | |
|
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-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
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v3.23.2
Fair Value Measurements (Tables)
|
6 Months Ended |
Jun. 30, 2023 |
|---|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
| Schedule of Fair Value Liabilities Measured on Recurring Basis |
The
following table presents information about the Company’s financial assets and liabilities that are measured at fair value on a
recurring basis as of June 30, 2023 and December 31, 2022, by level within the fair value hierarchy:
Schedule of Fair Value Liabilities Measured on Recurring Basis
| | |
Fair Value Measurements Using | | |
| |
| At June 30, 2023 | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
Total | |
| Description | |
| |
| Assets | |
| | |
| | |
| | |
| |
| Marketable securities held in Trust Account | |
$ | 13,125,461 | | |
$ | - | | |
$ | - | | |
$ | 13,125,461 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities - public warrants | |
$ | 575,000 | | |
$ | - | | |
$ | - | | |
$ | 575,000 | |
| Warrant liabilities - private warrants | |
$ | - | | |
$ | - | | |
$ | 739 | | |
$ | 739 | |
| | |
Fair Value Measurements Using | | |
| |
| At December 31, 2022 | |
(Level 1) | | |
(Level 2) | | |
(Level 3) | | |
Total | |
| Description | |
| |
| Assets | |
| | | |
| | | |
| | | |
| | |
| Marketable securities held in trust account | |
$ | 12,834,629 | | |
$ | - | | |
$ | - | | |
$ | 12,834,629 | |
| Liabilities: | |
| | | |
| | | |
| | | |
| | |
| Warrant liabilities - public warrants | |
$ | 368,000 | | |
$ | - | | |
$ | - | | |
$ | 368,000 | |
| Warrant liabilities - private warrants | |
$ | - | | |
$ | - | | |
$ | 1,902 | | |
$ | 1,902 | |
|
| Schedule of Fair Value Measurements |
The
following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:
Schedule of Fair Value Measurements
| | |
At June 30, 2023 | | |
At December 31, 2022 | |
| | |
| | |
| |
| Share price | |
$ | 10.87 | | |
$ | 10.45 | |
| Exercise price | |
$ | 11.5 | | |
$ | 11.5 | |
| Expected dividend yield | |
| 0 | % | |
| 0 | % |
| Expected volatility | |
| 4.96 | % | |
| 2.97 | % |
| Risk-free interest rate | |
| 5.31 | % | |
| 4.85 | % |
| Expected life (in years) | |
| 0.13 | | |
| 0.67 | |
|
| Schedule of Fair Value Warrant Liabilities |
The
following table presents the changes in the fair value of derivative warrant liabilities:
Schedule of Fair Value Warrant Liabilities
| | |
Private Placement Warrants | | |
Public Warrants | | |
Total Warrant Liabilities | |
| | |
| | |
| | |
| |
| Fair value as of January 1, 2023 | |
$ | 1,902 | | |
$ | 368,000 | | |
$ | 369,902 | |
| Change in valuation inputs or other assumptions | |
| (1,163 | ) | |
| 207,000 | | |
| 205,837 | |
| Fair value as of June 30, 2023 | |
$ | 739 | | |
$ | 575,000 | | |
$ | 575,739 | |
|
| Fair Value, Inputs, Level 3 [Member] |
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
| Schedule of Fair Value Warrant Liabilities |
The
following table provides a reconciliation of changes in fair value of the beginning and ending balances for the liabilities classified
as Level 3:
Schedule of Fair Value Warrant Liabilities
| | |
Private Placement Warrants | | |
Public Warrants | | |
Warrant Liabilities | |
| Fair value of Level 3 warrants at January 1, 2023 | |
$ | 1,902 | | |
$ | - | | |
$ | 1,902 | |
| Change in valuation inputs or other assumptions | |
| (1,163 | ) | |
| - | | |
| (1,163 | ) |
| Fair value of Level 3 warrants at June 30, 2023 | |
$ | 739 | | |
$ | - | | |
$ | 739 | |
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 3
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-Name Accounting Standards Codification
-Section 50
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
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-Topic 820
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v3.23.2
Description of Organization and Business Operations (Details Narrative)
|
|
|
|
|
|
6 Months Ended |
|
|
|
|
Aug. 10, 2023
USD ($)
$ / shares
shares
|
Aug. 06, 2023
USD ($)
$ / shares
shares
|
Nov. 09, 2022
USD ($)
$ / shares
shares
|
Aug. 16, 2021
USD ($)
$ / shares
shares
|
Apr. 12, 2021
USD ($)
$ / shares
|
Jun. 30, 2023
USD ($)
$ / shares
shares
|
Mar. 27, 2023
$ / shares
|
Dec. 31, 2022
USD ($)
$ / shares
shares
|
Nov. 14, 2022
USD ($)
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Deferred underwritting commissions |
|
|
|
|
|
$ 4,025,000
|
|
$ 4,025,000
|
|
| Temporary equity, carrying amount, attributable to parent |
|
|
|
|
|
$ 13,125,461
|
|
$ 12,834,629
|
|
| Business combination description |
|
|
|
|
|
The Company would have had to complete one or more initial Business Combinations having an aggregate fair market value
of at least 80% of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commissions
and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to enter into the initial
Business Combination. However, the Company would have only completed a Business Combination if the post-transaction company owned or
acquired 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).
|
|
|
|
| Minimum net tangible asset upon consumation of business combination |
|
|
|
|
|
$ 5,000,001
|
|
|
|
| Redemption of public shares, percentage |
|
|
|
|
|
100.00%
|
|
|
|
| Common stock, par value | $ / shares |
|
|
|
|
|
$ 18.00
|
$ 0.0001
|
|
|
| Cash |
|
|
|
|
|
$ 20,000
|
|
|
|
| Working capital deficit |
|
|
|
|
|
354,000
|
|
|
|
| Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Common stock, par value | $ / shares |
$ 0.0001
|
|
|
|
|
|
|
|
|
| Subsequent Event [Member] | Forward Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares issued | shares |
|
1,186,952
|
|
|
|
|
|
|
|
| Prepayment shortfall amount |
|
$ 1,250,000
|
|
|
|
|
|
|
|
| Volume weighted average price per share | $ / shares |
|
$ 6.00
|
|
|
|
|
|
|
|
| Proceeds from sales of initial shortfall, percentage |
|
100.00%
|
|
|
|
|
|
|
|
| Proceeds from sales of future shortfall paid to counterparty, percentage |
|
100.00%
|
|
|
|
|
|
|
|
| Subsequent Event [Member] | Forward Purchase Agreement [Member] | Oxbridge Shares [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Ownership percentage |
|
9.90%
|
|
|
|
|
|
|
|
| Subsequent Event [Member] | FPA Funding Amount PIPE Subscription Agreements [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares issued | shares |
|
1,186,952
|
|
|
|
|
|
|
|
| Subsequent Event [Member] | Maxim Settlement Agreement [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares issued | shares |
270,000
|
|
|
|
|
|
|
|
|
| Sponsor [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Extension loan amount |
|
|
$ 575,000
|
|
|
|
|
|
|
| Sponsor [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
|
|
|
|
|
|
|
$ 575,000
|
| Sponsor [Member] | Promissory Note [Member] | Sponsor Settlement Agreement [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
|
|
|
|
|
|
|
$ 575,000
|
| Common Class A [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares exercised | shares |
|
|
10,313,048
|
|
|
|
|
|
|
| Redemption price per share | $ / shares |
|
|
$ 10.22
|
|
|
|
|
|
|
| Redemption amount |
|
|
$ 105,424,960
|
|
|
|
|
|
|
| Temporary equity, carrying amount, attributable to parent |
|
|
|
|
|
$ 13,130,000
|
|
|
|
| Temporary equity, shares outstanding | shares |
|
|
|
|
|
1,186,952
|
|
1,186,952
|
|
| Temporary equity, par or stated value per share | $ / shares |
|
|
|
|
|
$ 11.06
|
|
|
|
| Common stock, par value | $ / shares |
|
|
|
|
|
0.0001
|
|
$ 0.0001
|
|
| Common Class A [Member] | Subsequent Event [Member] | Forward Purchase Agreement [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Common stock, par value | $ / shares |
|
$ 0.0001
|
|
|
|
|
|
|
|
| Series A Convertible Preferred Stock [Member] | Subsequent Event [Member] | Maxim Settlement Agreement [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares issued | shares |
1,127
|
|
|
|
|
|
|
|
|
| Series A Preferred Stock [Member] | Subsequent Event [Member] | Maxim Settlement Agreement [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares issued value |
$ 1,127,000
|
|
|
|
|
|
|
|
|
| Series A-1 Convertible Preferred Stock [Member] | Subsequent Event [Member] | Sponsor Settlement Agreement [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares issued | shares |
575
|
|
|
|
|
|
|
|
|
| Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Sale of stock, number of shares issued in transaction | shares |
|
|
|
5,760,000
|
|
|
|
|
|
| Sale of stock price per share | $ / shares |
|
|
|
$ 1.00
|
|
|
|
|
|
| Proceeds from issuance of private placement |
|
|
|
$ 5,760,000
|
$ 5,760,000
|
|
|
|
|
| Class of warrant or right, exercise price of warrants or rights | $ / shares |
|
|
|
$ 11.50
|
$ 1.00
|
|
|
|
|
| Common Stock [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Exchange ratio |
0.03094529
|
|
|
|
|
|
|
|
|
| Warrant [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Exchange ratio |
0.04924242
|
|
|
|
|
|
|
|
|
| IPO [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Sale of stock, number of shares issued in transaction | shares |
|
|
|
10,000,000
|
|
|
|
|
|
| Share price | $ / shares |
|
|
|
$ 10.00
|
|
|
|
|
|
| Proceeds from issuance of initial public offering |
|
|
|
$ 100,000,000
|
|
|
|
|
|
| Payments of stock issuance costs |
|
|
|
6,624,000
|
|
|
|
|
|
| Deferred underwritting commissions |
|
|
|
$ 3,500,000
|
|
|
|
|
|
| IPO [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Share price | $ / shares |
$ 11.10
|
|
|
|
|
|
|
|
|
| Proceeds from issuance of initial public offering |
$ 5,580,000
|
|
|
|
|
|
|
|
|
| IPO [Member] | Common Class A [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares issued | shares |
1,186,952
|
|
|
|
|
|
|
|
|
| Over-Allotment Option [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Share price | $ / shares |
|
|
|
$ 10.00
|
|
|
|
|
|
| Proceeds from issuance of initial public offering |
|
|
|
$ 15,000,000
|
|
|
|
|
|
| Payments of stock issuance costs |
|
|
|
825,000
|
|
|
|
|
|
| Deferred underwritting commissions |
|
|
|
$ 525,000
|
|
|
|
|
|
| Number of shares purchased | shares |
|
|
|
1,500,000
|
|
|
|
|
|
| Trust Account [Member] |
|
|
|
|
|
|
|
|
|
| Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] |
|
|
|
|
|
|
|
|
|
| Share price | $ / shares |
|
|
|
|
|
$ 10.15
|
|
|
|
| Proceeds from issuance of initial public offering |
|
|
|
|
|
$ 116,725,000
|
|
|
|
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v3.23.2
Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($)
|
3 Months Ended |
6 Months Ended |
Jun. 30, 2023 |
Mar. 31, 2023 |
Jun. 30, 2022 |
Mar. 31, 2022 |
Jun. 30, 2023 |
Jun. 30, 2022 |
| Allocation of net earnings (loss) |
$ 232,329
|
$ (615,245)
|
$ (501,501)
|
$ 3,364,702
|
$ (382,916)
|
$ 2,863,201
|
| Basic weighted average shares outstanding |
4,176,952
|
|
14,490,000
|
|
4,176,952
|
14,490,000
|
| Diluted weighted average shares outstanding |
4,176,952
|
|
14,490,000
|
|
4,176,952
|
14,490,000
|
| Basic net earnings (loss) |
$ 0.06
|
|
$ (0.035)
|
|
$ (0.09)
|
$ 0.198
|
| Diluted net earnings (loss) |
$ 0.06
|
|
$ (0.035)
|
|
$ (0.09)
|
$ 0.198
|
| Common Class A [Member] |
|
|
|
|
|
|
| Allocation of net earnings (loss) |
$ 72,417
|
|
$ (401,997)
|
|
$ (119,355)
|
$ 2,295,106
|
| Basic weighted average shares outstanding |
1,301,952
|
|
11,615,000
|
|
1,301,952
|
11,615,000
|
| Diluted weighted average shares outstanding |
1,301,952
|
|
|
|
|
|
| Basic net earnings (loss) |
$ 0.056
|
|
$ (0.035)
|
|
$ (0.092)
|
$ 0.198
|
| Diluted net earnings (loss) |
$ 0.056
|
|
$ (0.035)
|
|
$ (0.092)
|
$ 0.198
|
| Common Class B [Member] |
|
|
|
|
|
|
| Allocation of net earnings (loss) |
$ 159,912
|
|
$ (99,504)
|
|
$ (263,561)
|
$ 568,095
|
| Basic weighted average shares outstanding |
2,875,000
|
|
2,875,000
|
|
2,875,000
|
2,875,000
|
| Basic net earnings (loss) |
$ 0.056
|
|
$ (0.035)
|
|
$ (0.092)
|
$ 0.198
|
| Diluted net earnings (loss) |
$ 0.056
|
|
$ (0.035)
|
|
$ (0.092)
|
$ 0.198
|
| X |
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-Topic 250
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-Topic 235
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
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-Section 55
-Paragraph 10
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Section S99
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Section 50
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-Subparagraph (b)
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
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-Section 45
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Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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-Paragraph 31
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
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-Section 45
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
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-Section 45
-Paragraph 1A
-Subparagraph (a)
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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v3.23.2
Summary of Significant Accounting Policies (Details Narrative) - USD ($)
|
|
6 Months Ended |
|
Aug. 16, 2021 |
Jun. 30, 2023 |
Dec. 31, 2022 |
| Cash and cash equivalents, at carrying value |
|
$ 20,000
|
|
| Federal depository insurance coverage amount |
|
$ 250,000
|
|
| Common Class A [Member] |
|
|
|
| Common stock shares issued and outstanding |
|
1,301,952
|
|
| Common stock, shares redemption |
|
1,186,952
|
1,186,952
|
| Private Placement Warrants [Member] |
|
|
|
| Number of warrants issued |
5,760,000
|
5,760,000
|
|
| IPO [Member] |
|
|
|
| Number of warrants issued |
17,260,000
|
17,260,000
|
|
| Private Placement [Member] |
|
|
|
| Number of warrants issued |
11,500,000
|
|
|
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-Topic 944
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-Section S99
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Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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-Section S99
-Paragraph 1
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v3.23.2
Initial Public Offering (Details Narrative) - USD ($)
|
Aug. 16, 2021 |
Jun. 30, 2023 |
Mar. 27, 2023 |
Dec. 31, 2022 |
| Deferred underwriting commissions |
|
$ 4,025,000
|
|
$ 4,025,000
|
| Common stock par value |
|
$ 18.00
|
$ 0.0001
|
|
| Public Warrant [Member] |
|
|
|
|
| Common stock par value |
|
$ 11.50
|
|
|
| IPO [Member] |
|
|
|
|
| Sale of stock |
10,000,000
|
|
|
|
| Share price |
$ 10.00
|
|
|
|
| Proceeds from issuance initial public offering |
$ 100,000,000
|
|
|
|
| Payments of stock issuance costs |
6,624,000
|
|
|
|
| Deferred underwriting commissions |
$ 3,500,000
|
|
|
|
| IPO [Member] | Maximum [Member] |
|
|
|
|
| Number of shares purchased |
1,500,000
|
|
|
|
| Over-Allotment Option [Member] |
|
|
|
|
| Share price |
$ 10.00
|
|
|
|
| Proceeds from issuance initial public offering |
$ 15,000,000
|
|
|
|
| Payments of stock issuance costs |
825,000
|
|
|
|
| Deferred underwriting commissions |
$ 525,000
|
|
|
|
| Number of shares purchased |
1,500,000
|
|
|
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| Namespace Prefix: |
|
| Data Type: |
na |
| Balance Type: |
|
| Period Type: |
|
|
| X |
- Details
| Name: |
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
|
|
| X |
- Details
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| Namespace Prefix: |
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| Balance Type: |
|
| Period Type: |
|
|
v3.23.2
Related Party Transactions (Details Narrative) - USD ($)
|
|
|
|
1 Months Ended |
6 Months Ended |
|
|
Nov. 09, 2022 |
Aug. 16, 2021 |
Apr. 12, 2021 |
Apr. 12, 2021 |
Dec. 31, 2022 |
Nov. 30, 2022 |
Jun. 30, 2023 |
Mar. 27, 2023 |
Nov. 14, 2022 |
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Common stock par value |
|
|
|
|
|
|
$ 18.00
|
$ 0.0001
|
|
| Payments to related party omitted fees |
|
|
|
|
$ 20,000
|
$ 20,000
|
|
|
|
| Working Capital Loans Warrant [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Loans convertible into warrants |
|
|
|
|
|
|
$ 1,500,000
|
|
|
| Price of warrants (in dollars per share) |
|
|
|
|
|
|
$ 1.00
|
|
|
| Private Placement Warrants [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of warrants issued |
|
|
5,760,000
|
5,760,000
|
|
|
|
|
|
| Exercise price of warrants |
|
$ 11.50
|
$ 1.00
|
$ 1.00
|
|
|
|
|
|
| Proceeds from private placement |
|
$ 5,760,000
|
$ 5,760,000
|
|
|
|
|
|
|
| Business Combination [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Business combination, reason for business combination |
|
|
|
|
|
|
one year after the completion of the initial Business Combination or (ii) the date following the completion
of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction
that results in all of the shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding
the foregoing, if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 120 days after the initial Business Combination, the Founder Shares will be released from the lockup.
|
|
|
| Common Class B [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Common stock par value |
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
|
| Common Class A [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Common stock par value |
|
|
|
|
$ 0.0001
|
|
$ 0.0001
|
|
|
| Number of shares exercised |
10,313,048
|
|
|
|
|
|
|
|
|
| Redemption price per share |
$ 10.22
|
|
|
|
|
|
|
|
|
| Redemption amount |
$ 105,424,960
|
|
|
|
|
|
|
|
|
| Sponsor [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Extension loan amount |
$ 575,000
|
|
|
|
|
|
|
|
|
| Sponsor [Member] | Promissory Note [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Aggregate principal amount |
|
|
|
|
|
|
|
|
$ 575,000
|
| Founder Shares [Member] | Related Party [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Payments from related party |
|
|
$ 25,000
|
$ 25,000
|
|
|
|
|
|
| Founder Shares [Member] | Sponsor [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Purchase price, per unit |
|
|
$ 0.009
|
$ 0.009
|
|
|
|
|
|
| Founder Shares [Member] | Sponsor [Member] | Common Class B [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Number of shares issued |
|
|
2,875,000
|
|
|
|
|
|
|
| Common stock par value |
|
|
$ 0.0001
|
$ 0.0001
|
|
|
|
|
|
| Administrative Support Agreement [Member] |
|
|
|
|
|
|
|
|
|
| Related Party Transaction [Line Items] |
|
|
|
|
|
|
|
|
|
| Payments to related party |
|
|
|
$ 10,000
|
|
|
$ 80,000
|
|
|
| X |
- DefinitionCommon stock redemption price per share.
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| Period Type: |
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|
| X |
- DefinitionThe maximum amount which a potential loan could have repaid through issuance of warrants.
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionThis element represents a description of the primary reason for the business combination which may consist of general categories such as top-line growth, synergistic benefits, market share, and diversification and the more detailed factors that might apply. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
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|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
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-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionFace amount or stated value per share of common stock. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
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| Namespace Prefix: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionFace (par) amount of debt instrument at time of issuance. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B
Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8
| Name: |
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionAmount due from parties in nontrade transactions, classified as other. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(5)(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(3)(a)(4))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
| Name: |
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
debit |
| Period Type: |
instant |
|
| X |
- DefinitionThe cash inflow associated with the amount received from entity's raising of capital via private rather than public placement. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 14
-Subparagraph (a)
-SubTopic 10
-Topic 230
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
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| Namespace Prefix: |
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| Data Type: |
xbrli:monetaryItemType |
| Balance Type: |
debit |
| Period Type: |
duration |
|
| X |
- DefinitionPer share or per unit amount of equity securities issued.
| Name: |
us-gaap_SharesIssuedPricePerShare |
| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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| Period Type: |
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|
| X |
- DefinitionNumber of new stock issued during the period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(4)(b))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
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-Publisher FASB
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
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-Publisher FASB
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
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- DefinitionNumber of share options (or share units) exercised during the current period. Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
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-Publisher FASB
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
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-Section S99
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-Publisher FASB
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-Topic 210
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
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-Publisher FASB
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| Balance Type: |
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| X |
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| X |
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|
v3.23.2
| X |
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| X |
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|
v3.23.2
Derivative Warrant Liabilities (Details Narrative) - USD ($)
$ / shares in Units, $ in Millions |
|
6 Months Ended |
|
|
Aug. 16, 2021 |
Jun. 30, 2023 |
Jun. 30, 2022 |
Mar. 27, 2023 |
Dec. 31, 2022 |
| Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] |
|
|
|
|
|
| Warrant description |
|
The
Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination or (b) 12 months
from the closing of the IPO. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon
redemption or liquidation.
|
|
|
|
| Public warrant price per share |
|
$ 0.01
|
|
|
|
| Common stock par value |
|
$ 18.00
|
|
$ 0.0001
|
|
| Derivative liability description |
|
The
Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except that the Private Placement
Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Initial Shareholders
or their permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable
upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days
after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be
entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees,
the Private Placement Warrants will be redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.
|
|
|
|
| Common Class A [Member] |
|
|
|
|
|
| Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] |
|
|
|
|
|
| Common stock par value |
|
$ 0.0001
|
|
|
$ 0.0001
|
| Warrant agreement issuance |
|
70.00%
|
|
|
|
| IPO [Member] |
|
|
|
|
|
| Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] |
|
|
|
|
|
| Sale of stock description |
|
the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes
in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per
Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of
directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held
by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross
proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of
the Company’s initial Business Combination on the date of the consummation of such initial Business Combination (net of redemptions),
and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on
the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”)
is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher
of the Market Value and the Newly Issued Price and the $18.00 per share redemption trigger price described above will be adjusted (to
the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price.
|
|
|
|
| Number of warrants issued |
17,260,000
|
17,260,000
|
|
|
|
| Public Warrant [Member] |
|
|
|
|
|
| Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] |
|
|
|
|
|
| Warrants outstanding |
|
11,500,000
|
|
|
|
| Common stock par value |
|
$ 11.50
|
|
|
|
| Number of warrants issued |
|
11,500,000
|
|
|
|
| Private Placement Warrants [Member] |
|
|
|
|
|
| Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] |
|
|
|
|
|
| Warrants outstanding |
|
5,760,000
|
|
|
|
| Number of warrants issued |
5,760,000
|
5,760,000
|
|
|
|
| Warrant [Member] |
|
|
|
|
|
| Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] |
|
|
|
|
|
| Gain on warrant liability revaluation |
|
$ 0.2
|
$ 3.0
|
|
|
| X |
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|
| X |
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|
| X |
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| Namespace Prefix: |
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| Data Type: |
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| Balance Type: |
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|
| X |
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-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-Publisher FASB
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| X |
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-Topic 210
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483444/210-20-55-6
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-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
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-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 23
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-23
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-SubTopic 10
-Topic 810
-Publisher FASB
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|
| X |
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|
v3.23.2
Schedule of Fair Value Liabilities Measured on Recurring Basis (Details) - USD ($)
|
Jun. 30, 2023 |
Dec. 31, 2022 |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Marketable Securities |
$ 13,125,461
|
$ 12,834,629
|
| Public Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Marketable Securities |
13,125,461
|
12,834,629
|
| Warrant liabilities - private warrants |
575,000
|
368,000
|
| Private Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Warrant liabilities - private warrants |
739
|
1,902
|
| Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Marketable Securities |
13,125,461
|
12,834,629
|
| Warrant liabilities - private warrants |
575,000
|
368,000
|
| Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Warrant liabilities - private warrants |
|
|
| Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Marketable Securities |
|
|
| Warrant liabilities - private warrants |
|
|
| Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Warrant liabilities - private warrants |
|
|
| Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Public Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Marketable Securities |
|
|
| Warrant liabilities - private warrants |
|
|
| Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Private Warrants [Member] |
|
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
|
| Warrant liabilities - private warrants |
$ 739
|
$ 1,902
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-3
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-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03.4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
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| X |
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|
| X |
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|
| X |
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| Period Type: |
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|
v3.23.2
Schedule of Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member]
|
Jun. 30, 2023
$ / shares
|
Dec. 31, 2022
$ / shares
|
| Measurement Input, Share Price [Member] |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Share price |
$ 10.87
|
$ 10.45
|
| Measurement Input, Exercise Price [Member] |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Exercise price |
$ 11.5
|
$ 11.5
|
| Measurement Input, Expected Dividend Rate [Member] |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Risk-free interest rate |
0
|
0
|
| Measurement Input, Price Volatility [Member] |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Risk-free interest rate |
4.96
|
2.97
|
| Measurement Input, Risk Free Interest Rate [Member] |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Risk-free interest rate |
5.31
|
4.85
|
| Measurement Input, Expected Term [Member] |
|
|
| Fair Value Measurement Inputs and Valuation Techniques [Line Items] |
|
|
| Expected life (in years) |
1 month 17 days
|
8 months 1 day
|
| X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
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|
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|
| X |
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|
| X |
- DefinitionPeriod between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (bbb)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
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|
v3.23.2
Schedule of Fair Value Warrant Liabilities (Details) - Fair Value, Recurring [Member]
|
6 Months Ended |
|
Jun. 30, 2023
USD ($)
|
|---|
| Private Placement Warrants [Member] |
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
| Fair value of warrants, beginning balance |
$ 1,902
|
| Change in valuation inputs or other assumptions |
(1,163)
|
| Fair value of warrants, Ending balance |
739
|
| Public Warrants [Member] |
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
| Fair value of warrants, beginning balance |
368,000
|
| Change in valuation inputs or other assumptions |
207,000
|
| Fair value of warrants, Ending balance |
575,000
|
| Warrant [Member] |
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
| Fair value of warrants, beginning balance |
369,902
|
| Change in valuation inputs or other assumptions |
205,837
|
| Fair value of warrants, Ending balance |
575,739
|
| Fair Value, Inputs, Level 3 [Member] | Private Placement Warrants [Member] |
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
| Fair value of warrants, beginning balance |
1,902
|
| Change in valuation inputs or other assumptions |
(1,163)
|
| Fair value of warrants, Ending balance |
739
|
| Fair Value, Inputs, Level 3 [Member] | Public Warrants [Member] |
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
| Fair value of warrants, beginning balance |
|
| Change in valuation inputs or other assumptions |
|
| Fair value of warrants, Ending balance |
|
| Fair Value, Inputs, Level 3 [Member] | Warrant [Member] |
|
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] |
|
| Fair value of warrants, beginning balance |
1,902
|
| Change in valuation inputs or other assumptions |
(1,163)
|
| Fair value of warrants, Ending balance |
$ 739
|
| X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table. Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482106/820-10-50-3
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v3.23.2
Shareholders’ Equity (Details Narrative) - $ / shares
|
6 Months Ended |
|
|
Jun. 30, 2023 |
Mar. 27, 2023 |
Dec. 31, 2022 |
| Class of Stock [Line Items] |
|
|
|
| Preferred stock authorized |
4,000,000
|
|
4,000,000
|
| Preferred stock par value |
$ 0.0001
|
|
$ 0.0001
|
| Preferred stock, shares issued |
0
|
|
0
|
| Preferred stock, shares outstanding |
0
|
|
0
|
| Common stock par value |
$ 18.00
|
$ 0.0001
|
|
| Common Class A [Member] |
|
|
|
| Class of Stock [Line Items] |
|
|
|
| Common stock authorized |
400,000,000
|
|
400,000,000
|
| Common stock par value |
$ 0.0001
|
|
$ 0.0001
|
| Common Stock, Other Shares, Outstanding |
1,301,952
|
|
1,301,952
|
| Temporary Equity, Shares Outstanding |
1,186,952
|
|
1,186,952
|
| Common stock, shares, issued |
115,000
|
|
115,000
|
| Common stock, shares, issued |
115,000
|
|
115,000
|
| Common Class B [Member] |
|
|
|
| Class of Stock [Line Items] |
|
|
|
| Common stock authorized |
40,000,000
|
|
40,000,000
|
| Common stock par value |
$ 0.0001
|
|
$ 0.0001
|
| Common stock, shares, issued |
2,875,000
|
|
2,875,000
|
| Common stock, shares, issued |
2,875,000
|
|
2,875,000
|
| Issued and outstanding shares of public offering percentage |
20.00%
|
|
|
| X |
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Oxbridge Acquisition (NASDAQ:OXACU)
Historical Stock Chart
Von Mai 2024 bis Jun 2024
Oxbridge Acquisition (NASDAQ:OXACU)
Historical Stock Chart
Von Jun 2023 bis Jun 2024
