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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): August
10, 2023
Oxbridge
Acquisition Corp.
(Exact
Name of Registrant as Specified in Its Charter)
| Cayman
Islands |
|
001-40725 |
|
98-1615951 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
No.) |
|
(I.R.S.
Employer
Identification
No.) |
Suite
201, 42 Edward Street
Georgetown,
Grand Cayman
P.O.
Box 469, KY1-9006
Cayman
Islands
(Address
of Principal Executive Offices)
(345)
749-7570
(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 |
| Units,
each consisting of one Class A ordinary share $0.0001, and one redeemable warrant |
|
OXACU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares included as part of the units |
|
OXAC |
|
The
Nasdaq Stock Market LLC |
| Redeemable
warrants included as part of the units |
|
OXACW |
|
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
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. |
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
