OXACU Oxbridge Acquisition Corporation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 2, 2023

 

Jet.AI Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40725		93-2971741
(State or other jurisdiction of incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

 

10845 Griffith Peak Dr.

Suite 200

Las Vegas, NV 89135

(Address of Principal Executive Offices)

 

(702) 747-4000

(Registrant’s Telephone Number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On October 2, 2023, Jet.AI Inc. (the “Company”) entered into a second amendment (the “Second Amendment”) to its OTC Equity Prepaid Forward Transaction, dated as of August 6, 2023 (as amended from time to time, the “Confirmation) and Forward Purchase Agreement Confirmation Amendment, dated as of August 31, 2023 (the “First Amendment”), by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), (iv) the Company and (v) Jet Token Inc.

 

The effect of the Second Amendment is to permit the Company to request an advanced payment of $300,000 (“Second Future Shortfall”) in exchange for releasing 150,000 shares of the Company’s Common Stock that are already held by the Sellers (the “Additional Recycled Shares”) as additional Share Consideration, essentially enabling the Company to receive funding related to such shares under the Confirmation entered into on August 6, 2023, upon request rather than in the future. On October 2, 2023, the Company requested payment of the Second Future Shortfall and the Additional Recycled Shares were released to the Seller. As a result of the Second Amendment, the total number of Recycled Shares under the transaction was reduced from 446,518 shares to 296,518 shares and total Share Consideration increased to 275,000 shares. Additional Shares, or shares of Common Stock issued to Seller by the Company, remain at 548,127 shares, consisting of the original Additional Shares of 247,000 plus the 300,371 Additional Shares issued in connection with the First Amendment.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Forward Purchase Agreement Confirmation Second Amendment, dated as of October 2, 2023, among Jet.AI Inc. and the other parties named therein
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	JET.AI INC.
	By:	/s/ Michael Winston
	Name:	Michael Winston
	Title:	Executive Chairman and Interim Chief Executive Officer
Date: October 10, 2023

 

 

Exhibit 10.1

 

FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENT

 

THIS FORWARD PURCHASE AGREEMENT CONFIRMATION SECOND AMENDMENT, dated as of October 2nd, 2023 (this “Second Amendment”), is entered into by and among (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), (iii) Meteora Strategic Capital, LLC (“MSC”) (with MCP, MSTO and MSC collectively as “Seller”), (iv) Jet.AI Inc., a Delaware corporation (f/k/a Oxbridge Acquisition Corp.) (“PubCo”) and (v) Jet Token Inc., a Delaware corporation (“Target”).

 

Reference is hereby made to the OTC Equity Prepaid Forward Transaction, dated as of August 6, 2023 (as amended from time to time, the “Confirmation”) and Forward Purchase Agreement Confirmation Amendment, dated as of August 31, 2023 (the “Amendment”), by and among Seller, PubCo and Target. Capitalized terms not defined herein shall have the meanings assigned to such terms in the Confirmation.

 

On August 10, 2023, OXAC and Target completed the Business Combination, and accordingly, the Seller delivered a Pricing Date Notice to commence the Transaction.

 

1. Second Amendment: The parties hereto agree to amend the Confirmation as follows:

 

a. The section titled “Prepayment Shortfall” shall be deleted in its entirety and replaced with the following.

 

Prepayment Shortfall:

An amount in USD equal to $1,175,000; provided that Seller shall pay $625,000 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, $250,000 of the Prepayment Shortfall (the “Future Shortfall”), with such request being made by no later than 5:00pm EST on September 6, 2023, after which the option will expire and $300,000 of the Prepayment Shortfall (the “Second Future Shortfall”), with such request being made by no later than 5:00pm EST on October 4, 2023, after which the option will expire.

 

b. The section titled “Share Consideration” shall be deleted in its entirety and replaced with the following.

 

Share Consideration:

In addition to the Prepayment Amount, Counterparty shall pay directly from the Trust Account, on the Prepayment Date, an amount equal to the product of (x) 50,000 and (y) the Initial Price. Upon a Future Shortfall, 75,000 Recycled Shares shall be released to the Seller as additional Share Consideration and upon a Second Future Shortfall, 150,000 Recycled Shares shall be released to the Seller as additional Share Consideration. The Shares purchased with the Share Consideration (the “Share Consideration Shares”) shall be incremental to the Maximum Number of Shares, shall not be included in the Number of Shares in this Transaction, and the Seller and the Share Consideration Shares shall be free and clear of all obligations with respect to the Seller and such Share Consideration Shares in connection with this Confirmation.

 

2. No Other Amendments. All other terms and conditions of the Confirmation and Amendment shall remain in full force and effect and the Confirmation shall be read and construed as if the terms of this Second Amendment were included therein by way of addition or substitution, as the case may be.

 

3. Execution in Counterparts. This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

 

4. Ratification. The terms and provisions set forth in this Second Amendment modify and supersede all inconsistent terms and provisions set forth in the Confirmation and, except as expressly modified and superseded by this Second Amendment, the terms and provisions of the Confirmation are ratified and confirmed and continue in full force and effect. All parties hereby agree that the Confirmation and Amendment, as amended by this Second Amendment, shall continue to be legal, valid, binding and enforceable in accordance with their terms.

 

5. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF).

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed and delivered by their duly authorized officers as of the date first above written.

 

	METEORA STRATEGIC CAPITAL, LLC
	By:	/s/ Vik Mittal
	Name:	Vik Mittal
	Title:	Managing Member
	METEORA SELECT TRADING OPPORTUNITIES MASTER, LP
	By:	/s/ Vik Mittal
	Name:	Vik Mittal
	Title:	Managing Member
	METEORA CAPITAL PARTNERS, LP
	By:	/s/ Vik Mittal
	Name:	Vik Mittal
	Title:	Managing Member
	JET.AI INC.
	By:	/s/ Michael Winston
	Name:	Michael Winston
	Title:	Executive Chairman
	JET TOKEN INC.
	By:	/s/ Michael Winston
	Name:	Michael Winston
	Title:	Executive Chairman

 

v3.23.3

Cover	Oct. 02, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 02, 2023
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
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
Title of 12(b) Security	Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	JTAIW
Security Exchange Name	NASDAQ
Merger Consideration Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $15.00 per share
Title of 12(b) Security	Merger Consideration Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $15.00 per share
Trading Symbol	JTAIZ
Security Exchange Name	NASDAQ

---