Jet.AI Inc 8-K, filed Feb 15, 2023
Jet.AI Inc. (JTAI)
About this 8-K
Jet.AI Inc filed this 8-K on February 15, 2023.
Items reported
- Item 4.02: Earlier financial statements no longer reliable
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 4.02. | Non-Reliance on Previously Issued Financial Statement and Related Audit Report. |
The management of Oxbridge Acquisition Corp. (the “Company”) has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering (the “IPO”) on August 16, 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,001 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.
Therefore, on February 15, 2023, the audit committee of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that our previously issued (i) audited balance sheet as of August 16, 2021, filed with the SEC on August 24, 2021 (the “Post IPO Balance sheet”), (ii) unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 15, 2021 (iii) audited financial statements included on our Annual Report on Form 10-K for the period from April 12, 2021 (inception) to December 31, 2021, filed with the SEC on March 30, 2022, (iv) unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, filed with the SEC on May 12, 2022, (v) unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on August 15, 2022, and (vi) unaudited financial statements included in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the SEC on November 14, 2022 ((i), (ii) and (iii) collectively, the “Affected Periods in 2021,” and (iv), (v) and (vi) collectively, the “Affected Periods in 2022”), should be restated to report all Public Shares as temporary equity and should no longer be relied upon. As such, the Company will restate its financial statements for the Affected Periods in 2021 in an amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and the Affected Periods in 2022 in an amendment to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.
The restatement does not have an impact on the Company’s total assets or liabilities, net income (loss), cash flows, or cash held in the trust account established in connection with the IPO (the “Trust Account”).
The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with Hacker Johnson Smith, P.A. the Company’s independent registered public accounting firm.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Oxbridge Acquisition Corp. | ||
| By: | /s/ Wrendon Timothy | |
| Wrendon Timothy | ||
Chief Financial Officer, Treasurer, Secretary, and Director | ||
| Dated: February 15, 2023 | ||
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