Jet.AI Inc 8-K, filed Aug 11, 2023
Jet.AI Inc. (JTAI)
About this 8-K
Jet.AI Inc filed this 8-K on August 11, 2023, reporting on events of August 10, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Its Charter)
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
P.O.
Box 469,
(Address of Principal Executive Offices)
(Registrant’s Telephone Number)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01. Regulation FD Disclosure.
As previously announced, on February 24, 2023, Oxbridge Acquisition Corp. (“Oxbridge” or the “Company”) entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) by and among Oxbridge, OXAC Merger Sub I, Inc., a direct, wholly owned subsidiary of Oxbridge (“First Merger Sub”), Summerlin Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a direct, wholly owned subsidiary of Oxbridge (“Second Merger Sub”“), and Jet Token Inc. (“Jet Token”). Pursuant to the Business Combination Agreement, among other things, (i) Oxbridge will domesticate as a Delaware corporation and change its name to “Jet.AI Inc.” (“Jet.AI”) in connection with the domestication, (ii) 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, and (iii) 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 Domestication, 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.
Extension Meeting Cancellation
As previously disclosed in its definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 2, 2023 (the “Proxy Statement”), Oxbridge is scheduled to hold an extraordinary general meeting of its shareholders on August 11, 2023 (the “Extension Meeting”).
On August 10, 2023, Oxbridge issued a press release announcing that the Extension Meeting, which was originally scheduled for August 11, 2023, has been cancelled. The transactions contemplated by the Business Combination Agreement were consummated on August 10, 2023. As a result, the Company has decided to (i) no longer pursue the extension and (ii) cancel the Extension Meeting without bringing the extension proposal to its shareholders.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Nasdaq Opening Bell
On August 10, 2023, Oxbridge issued a press release announcing that Jet Token’s Founder and Chairman, Mike Winston, will ring the opening bell of the Nasdaq Stock Market on Friday, August 11, 2023, at 9:30 AM Eastern Time in connection with the closing of the Business Combination. He will be accompanied by the Company’s senior management team and board of directors. The opening bell ceremony will be broadcasted live from the Nasdaq MarketSite Tower in New York City, New York at 9:30 AM Eastern Time.
A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K and the press releases attached as Exhibit 99.1 and 99.2 hereto is being furnished under Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | Not applicable. | |
| (d) | Exhibits. |
| Exhibit No. | Description. | |
| 99.1 | Press Release, dated August 10, 2023. | |
| 99.2 | Press Release, dated August 10, 2023. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OXBRIDGE ACQUISITION CORP. | ||
| By: | /s/ Jay Madhu | |
| Jay Madhu | ||
| Chief Executive Officer | ||
Date: August 11, 2023
Exhibit 99.1
Oxbridge Acquisition Corp. Announces Cancellation of Extraordinary General Meeting of Shareholders Scheduled For August 11, 2023
GEORGETOWN, CAYMAN ISLANDS – August 10, 2023 (GLOBE NEWSWIRE) – Oxbridge Acquisition Corp (NASDAQ: OXAC) (“Oxbridge” or the “Company”) announced today that its extraordinary general meeting of shareholders scheduled for August 11, 2023 (the “Extension Meeting”), has been cancelled.
As previously announced, on February 24, 2023, Oxbridge entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) to which Oxbridge, and Jet Token Inc. (“Jet Token”) are parties. The Business Combination Agreement provided, among other things, for (i) Oxbridge to domesticate as a Delaware corporation and change its name to “Jet.AI Inc.” (“Jet.AI”), and (ii) Jet.AI’s assets and operations to become owned and operated through a Jet.AI subsidiary as a result of the merger transactions contemplated by the agreement (the “Business Combination”).
The transactions contemplated by the Business Combination Agreement were approved by Oxbridge’s shareholders on August 7, 2023 and were consummated on August 10, 2023. As a result, the Company has decided to (i) no longer pursue the extension and (ii) cancel the Extension Meeting without bringing the extension proposal to its shareholders.
About Oxbridge
Oxbridge is a Cayman Islands-exempted, Cayman Islands-based blank check company incorporated in 2021 and managed by the executive officers of Oxbridge Re Holdings Limited (NASDAQ: OXBR), the founding and leading investor in the sponsor of Oxbridge. The company was formed with the purpose of entering into a merger in the field of artificial intelligence, blockchain technology and insurance technology and its ordinary shares, units and warrants trade on the Nasdaq Capital Markets under tickers “OXAC”, “OXACU” and “OXACW”, respectively.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
CONTACT:
Jay Madhu
CEO & Chairman of the Board
813-263-507
Jmadhu@oxbridgeaq.com
Exhibit 99.2
Jet.AI to Ring the Nasdaq Opening Bell on Friday, August 11, 2023, at 9:30 AM EST
LAS VEGAS, August 10, 2023 (GLOBE NEWSWIRE) — Oxbridge Acquisition Corp (NASDAQ: OXAC)(“Oxbridge”) and Jet Token Inc. d/b/a Jet.AI (“Jet.AI” or the “Company”), an innovative private aviation and artificial intelligence (“AI”) company, today announced that its Founder and Chairman, Mike Winston, will ring the opening bell of the Nasdaq Stock Market on Friday, August 11, 2023, at 9:30 AM Eastern Time, in connection with the closing of its previously announced business combination with Oxbridge. He will be accompanied by the Company’s senior management team and Board of Directors. Oxbridge has been redomiciled as a Delaware company and has changed its name to “Jet.AI Inc.” Oxbridge’s securities will no longer trade under the symbols “OXAC,” “OXACW” and “OXACU,” and instead the Company’s common stock, warrants and merger consideration warrants will trade on the Nasdaq Stock Market under the symbols “JTAI,” “JTAIW” and “JTAIZ,” respectively.
“We are honored to ring the Nasdaq opening bell on August 11th as we deliver on our commitment to create value for the company’s 32,000 shareholders,” said Mike Winston. “I’d like to express my sincere gratitude to our shareholders, employees, customers, and partners on this extraordinary day.”
The opening bell ceremony will be broadcasted live from the Nasdaq MarketSite Tower in New York City, New York at 9:30 AM Eastern Time. To view the broadcast, please click here. Videos and photos during and following the ceremony will be shared on Nasdaq’s social media channels on: Facebook, Instagram, and Twitter.
Advisors:
Maxim Group LLC served as lead capital markets advisor to Oxbridge Acquisition Corp. and Dykema Gossett PLLC served as legal counsel to Oxbridge Acquisition Corp. Fox Rothschild LLP served as legal counsel to Jet Token Inc.
About Oxbridge Acquisition Corp.:
Oxbridge was a Cayman Islands-exempted, Cayman Islands-based blank check company incorporated in 2021 and was managed by executive officers of Oxbridge Re Holdings Limited (NASDAQ: OXBR), the founding and leading investor in the sponsor of Oxbridge. The company was formed with the purpose of entering into a merger in the field of artificial intelligence, blockchain technology and insurance technology, and whose ordinary shares, units and warrants were traded on the Nasdaq Capital Markets under tickers “OXAC”, “OXACU” and “OXACW”, respectively.
About Jet.AI:
Jet.AI operates in two segments, Software and Aviation, respectively. The Software segment features the B2C CharterGPT app and the B2B Jet.AI Operator platform. The CharterGPT app uses natural language processing and machine learning to improve the private jet booking experience. The Jet.AI operator platform offers a suite of stand-alone software products to enable FAA Part 135 charter providers to add revenue, maximize efficiency, and reduce environmental impact. The Aviation segment features jet aircraft fractions, jet card, on-fleet charter, management, and buyer’s brokerage. Jet.AI is an official partner of the Las Vegas Golden Knights, 2023 NHL Stanley Cup® champions. The Company was founded in 2018 and is based in Las Vegas, NV and San Francisco, CA.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, the risks and uncertainties indicated from time to time in the Company’s filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contacts:
For Oxbridge
Jay Madhu
CEO & Chairman of the Board
813-263-507
Jmadhu@oxbridgeaq.com
Contacts:
For Jet.AI
Gateway Group, Inc.
949-574-3860
Jet.AI@gateway-grp.com