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:
1-866-694-0014contact@jettoken.com
Oxbridge ContactJay MadhuCEO & Chairman of
the Boardjmadhu@oxbridgeaq.com
Jet Token Contact:Mike Winston, CFAFounder
& Executive Chairmanmike@jetai.com
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