Jet Token, Inc. & Oxbridge Acquisition Corp. Announce Filing of Registration Statement on Form S-4 in Connection with their Proposed Business Combination

Rhea-AI Summary

Jet Token Inc. and Oxbridge Acquisition Corp. have announced a proposed business combination, with Oxbridge filing its registration statement on Form S-4 with the SEC on March 27, 2023. This statement includes essential details about Jet and the proposed transaction. Oxbridge's shareholders are encouraged to review the preliminary proxy statement/prospectus and definitive documents once available, as they will contain crucial information regarding the merger.

The business combination aims to enhance Jet’s operations in private aviation booking and membership services. With Jet's established market presence since its founding in 2018, the transaction is designed to facilitate growth and operational synergies post-completion.

Positive

• Proposed merger with Jet Token expected to enhance value for shareholders and create operational synergies.
• Oxbridge has filed the registration statement, paving the way for the business combination.

Negative

• Pending regulatory approvals may delay the business combination timeline.
• Uncertainty around cash proceeds remaining in the Oxbridge trust account at closing.

LAS VEGAS, NEVADA and GEORGETOWN, CAYMAN ISLANDS, April 11, 2023 (GLOBE NEWSWIRE) -- Jet Token Inc. (“Jet”), a private aviation booking and membership platform and Oxbridge Acquisition Corp. (NASDAQ: OXAC)(“Oxbridge”), a publicly-traded special purpose acquisition company (“SPAC”), today announced that in connection with the proposed business combination transaction with Jet, Oxbridge filed its registration statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) on March 27, 2023, which included a draft proxy statement/prospectus of Oxbridge. While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about Jet and Oxbridge, as well as the proposed business combination transaction. Additionally, Oxbridge intends to file other documents regarding the proposed business combination transaction with the SEC in the future.

Oxbridge’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the proposed business combination transaction, as these materials will contain important information about Jet, Oxbridge and the proposed business combination transaction. Promptly after the Registration Statement is declared effective by the SEC, Oxbridge will mail the definitive proxy statement/prospectus and a proxy card to each stockholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and stockholders of Oxbridge are urged to carefully read the entire Registration Statement and proxy statement/prospectus, now that they are available and when they are declared effective, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the proposed business combination transaction. The documents filed by Oxbridge with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov, (File No. 333-270848), or by directing a request to Oxbridge Acquisition Corp., Suite 201, 42 Edward Street, George Town, Cayman Islands, KY1-9006.

Advisors

Maxim Group, LLC is serving as sole financial advisor to Oxbridge. Fox Rothschild LLP is serving as legal counsel for Jet and Dykema Gossett PLLC is serving as legal counsel for Oxbridge.

About Jet Token, Inc.

Jet, a Delaware corporation, was founded in 2018 by Michael Winston, its Executive Chairman. Jet, directly and indirectly through its subsidiaries, is principally involved in (i) the sale of fractional and whole interests in aircraft, (ii) the sale of jet cards, which enable holders to use certain of Jet’s and other’s aircraft at agreed-upon rates, (iii) the operation of a proprietary booking platform (the “App”), which functions as a prospecting and quoting platform to arrange private jet travel with third party carriers as well as via Jet’s leased and managed aircraft, for Part 135 (whole aircraft charter) and (iv) since January 2023, joint ownership, alongside its existing operating partner, Cirrus, of 380 Software LLC, which supplies Cirrus the technology to sell individual seats on empty legs on the Cirrus fleet of aircraft.

About Oxbridge Acquisition Corp.

Oxbridge is a Cayman Islands-exempted, Cayman Islands-based blank check company incorporated in 2021. Oxbridge was formed with the purpose of entering into a merger in the field of blockchain technology, artificial intelligence, and insurance technology.

Important Information About the Proposed Business Combination and Where to Find It

This press release relates to a proposed transaction between Jet and Oxbridge (the “Business Combination”). In connection with the proposed Business Combination, Oxbridge has filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC which includes a proxy statement/prospectus that is both the proxy statement to be distributed to Oxbridge's stockholders in connection with its solicitation of proxies for the vote by Oxbridge's stockholders with respect to the proposed Business Combination and other matters as may be described in the Registration Statement, as well as the prospectus, and relating to the offer and sale of the securities to be issued in the Business Combination. After the Registration Statement is declared effective, Oxbridge will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. This press release does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Oxbridge's stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus included in the Registration Statement and the amendments thereto, when available, and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about Jet, Oxbridge and the Business Combination.

When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of Oxbridge as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to Oxbridge Acquisition Corp., Suite 201, 42 Edward Street, George Town, Cayman Islands, KY1-9006.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination between Jet and Oxbridge (the “Business Combination”), including statements regarding the benefits of the Business Combination, the anticipated timing of the Business Combination, the services offered by Jet and the markets in which it operates, and Jet’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties that could cause the actual results to differ materially from the expected results. As a result, caution must be exercised in relying on forward-looking statements, which speak only as of the date they were made.

The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to an amendment or termination of the Business Combination Agreement and Plan of Reorganization between Oxbridge, Oxbridge Merger Sub I, Inc., Oxbridge Merger Sub II, LLC, and Jet dated (the “Business Combination Agreement”) and the proposed transaction contemplated thereby; the inability to complete the transactions contemplated by the Business Combination Agreement due to the failure to obtain approval of the stockholders of Oxbridge or Jet or other conditions to closing in the Business Combination Agreement; the inability to project with any certainty the amount of cash proceeds remaining in the Oxbridge trust account at the closing of the transaction; the inability of the company post-closing to obtain or maintain the listing of its securities on Nasdaq following the business combination; the amount of costs related to the business combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the business combination; changes in applicable laws or regulations; the ability of Jet to meet its post-closing financial and strategic goals, due to, among other things, competition; the ability of the company post-closing to grow and manage growth profitability and retain its key employees; and the possibility that the company post-closing may be adversely affected by other economic, business, and/or competitive factors. The valuation of the securities to be distributed in the transaction also constitutes a forward-looking statement, with the common stock component of the transaction valued based upon a $10 valuation which is intended to approximate the liquidation value of the common stock at closing, but may not represent the post-closing value of the shares, and with the warrant component of the transaction valued at approximately $8.16 per warrant by application of a Black-Scholes formula developed by Jet management, which may not equate to the actual post-closing value of the warrants. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Oxbridge’s registration statement on Form S-1 which became effective on August 11, 2021 (File No. 333-257998), the Registration Statement on Form S-4 discussed above (File No. 333-270848) and other documents filed by Oxbridge from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Oxbridge and Jet caution that the foregoing list of factors is not exclusive. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Jet and Oxbridge assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.

Participants in the Solicitation

Oxbridge and Jet and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Oxbridge’s shareholders in connection with the proposed transaction. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Oxbridge's directors and officers in Oxbridge's filings with the SEC, including Oxbridge's Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the SEC on February 22, 2023 and the Registration Statement, which includes the proxy statement/prospectus of Oxbridge for the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of Jet 's directors and officers in the Registration Statement. Stockholders can obtain copies of Oxbridge's filings with the SEC, without charge, at the SEC's website at www.sec.gov.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

IR Contact:

1-866-694-0014
contact@jettoken.com

Oxbridge Contact
Jay Madhu
CEO & Chairman of the Board
jmadhu@oxbridgeaq.com

Jet Token Contact:
Mike Winston, CFA
Founder & Executive Chairman
mike@jetai.com

FAQ

What is the purpose of the business combination between Oxbridge (OXAC) and Jet Token?

The business combination aims to merge Oxbridge with Jet Token to enhance operations in private aviation and create value for shareholders.

When did Oxbridge file the registration statement for the merger with Jet Token?

Oxbridge filed the registration statement on Form S-4 with the SEC on March 27, 2023.

What should Oxbridge shareholders expect after the registration statement is effective?

Shareholders will receive a definitive proxy statement/prospectus detailing the business combination and instructions for voting on the transaction.

What are the potential risks associated with the Oxbridge and Jet Token merger?

Potential risks include delays due to regulatory approvals and uncertainties about the cash proceeds in Oxbridge's trust account.