Business Context and Reporting Period
This Form 8-K reports the consummation of a business combination on August 10, 2023, between Oxbridge Acquisition Corp. and Jet Token Inc. Following the transaction, the company changed its name to Jet.AI Inc. and was domesticated from the Cayman Islands to Delaware. The company ceased being a shell company and began trading on The Nasdaq Stock Market under the symbols JTAI (Common Stock), JTAIW (Warrants), and JTAIZ (Merger Consideration Warrants).
Key Financial Metrics and Capital Structure
The filing does not provide specific revenue, profit, or cash flow figures for the combined entity in this report; historical financial data for Jet Token is incorporated by reference from the Proxy Statement. However, the post-closing capital structure is detailed as follows:
- Common Stock: 8,715,043 shares of Jet.AI Common Stock issued and outstanding.
- Warrants: 17,249,334 Jet.AI Warrants (exercise price $11.50) and 7,196,375 Merger Consideration Warrants (exercise price $15.00).
- Preferred Stock: 1,127 shares of Series A Convertible Preferred Stock and 575 shares of Series A-1 Convertible Preferred Stock issued to settle obligations.
- Liquidity and Debt: The filing does not disclose specific cash balances or debt levels in the text provided, noting that financial statements are incorporated by reference.
Material Changes and Transactions
Significant changes occurred on the Closing Date (August 10, 2023):
- Corporate Structure: Oxbridge Acquisition Corp. was renamed Jet.AI Inc. and domesticated to Delaware. Jet Token merged into a subsidiary of the Company.
- Share Conversion: Jet Token stockholders received Jet.AI Common Stock and Merger Consideration Warrants based on specific exchange ratios (0.03094529 for stock; 0.04924242 for warrants).
- Forward Purchase Agreement (FPA): An agreement with Meteora Capital Partners entities involved a prepayment shortfall of $1,250,000. The Seller was issued 247,756 shares of Jet.AI Common Stock pursuant to a PIPE subscription agreement.
- Settlements: The Company issued 270,000 shares of Common Stock and Series A Preferred Stock to settle obligations with underwriter Maxim Group LLC. Additionally, Series A-1 Preferred Stock was issued to the Sponsor to settle a $575,000 promissory note.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding future financial performance, strategy, and operations, which are subject to significant risks. Key risks identified include:
- Ability to maintain Nasdaq listing and realize anticipated benefits of the business combination.
- Regulatory complexities, including restrictions on foreign ownership of U.S. airlines.
- Competition, ability to raise future financing, and retention of key personnel.
- Impact of the COVID-19 pandemic and general economic conditions.
- Management Commentary: Michael D. Winston serves as Executive Chairman and Interim CEO, while George Murnane serves as Interim CFO. Both have employment agreements with base salaries ($385,000 and $250,000, respectively) and potential change-of-control bonuses of $1.5 million.
Investor Verification Checklist
- Verify the specific exchange ratios and the total number of shares issued to Jet Token stockholders versus the original Oxbridge shareholders.
- Review the terms of the Forward Purchase Agreement with Meteora, specifically the reset price mechanics and potential dilution.
- Examine the rights and redemption triggers for the newly issued Series A and Series A-1 Convertible Preferred Stock, including the 8% and 5% dividend rates.
- Confirm the pro forma financial information and historical financial data of Jet Token referenced in the Proxy Statement (Exhibit 99.1 and Proxy Statement pages F-44).
- Assess the concentration of ownership, noting that directors and executive officers collectively hold approximately 63.1% of the outstanding common stock.