Filing identity and reporting period
Important identity mismatch: The supplied filing is Oxbridge Acquisition Corp.’s Form 10-K, not a Jet.AI Inc. filing. It covers the fiscal year ended December 31, 2021; because Oxbridge was incorporated on April 12, 2021, the financial statements report activity from inception through year-end, not a standalone fourth quarter.
Oxbridge was a shell company and special purpose acquisition company (SPAC) seeking a business combination, with a stated focus on blockchain, artificial intelligence and insurtech. It had not begun operations or generated operating revenue by year-end.
Financial results and position
| Metric | Period or date | Reported amount |
|---|---|---|
| Operating revenue | Inception through December 31, 2021 | None |
| Operating expenses | Inception through December 31, 2021 | $85,515 |
| Loss on warrant-liability remeasurement | Inception through December 31, 2021 | $3,456,801 |
| Net loss | Inception through December 31, 2021 | $3,541,873 |
| Basic and diluted loss per share | Inception through December 31, 2021 | $0.244 |
| Cash outside trust | December 31, 2021 | $614,395 |
| Working capital | December 31, 2021 | Approximately $596,000 |
| Cash held in trust | December 31, 2021 | $116,725,000 |
| Total assets | December 31, 2021 | $117,339,476 |
| Total liabilities | December 31, 2021 | $11,112,301 |
| Temporary equity: redeemable Class A shares | December 31, 2021 | $101,227,174 |
| Shareholders’ equity | December 31, 2021 | $5,000,001 |
| Net cash used in operating activities | Inception through December 31, 2021 | $21,320 |
The trust held approximately $10.15 per public share at IPO closing. The company raised $115 million in its IPO, including full exercise of the over-allotment, and $5.76 million from private-placement warrants. The balance sheet reports $4.025 million of deferred underwriting commissions and $7.069 million of warrant liabilities. No debt or working-capital loans were outstanding at year-end. No meaningful operating margins or operating cash-flow trends can be assessed for this pre-combination SPAC.
Changes versus prior period
No prior-year comparable financial period is presented. The company was formed and completed its IPO during 2021. The filing reports no operating history against which to assess year-over-year revenue or earnings growth.
Outlook, risks and unusual items
- Business-combination deadline: Oxbridge had until November 16, 2022 to complete a transaction, with up to two three-month extensions through May 16, 2023. Each extension required a $1.15 million sponsor deposit into the trust; public shareholders would not be offered a vote or redemption opportunity for an extension.
- Liquidity: Management expected available working capital and potential borrowing capacity to fund operations through the earlier of a business combination or one year from the filing. Sponsor and affiliate loans were optional, not committed. The trust funds were generally reserved for a business combination or public-share redemptions.
- Liquidation risk: If no transaction closed within the permitted period, public shares would be redeemed from the trust, subject to creditor claims and other conditions; warrants could expire worthless. The filing cautions that redemptions could be below approximately $10.15 per share in some circumstances.
- Warrants and earnings volatility: All 17.26 million public and private warrants were classified as derivative liabilities and remeasured through earnings. The resulting $3.457 million loss was non-cash and accounted for most of the reported net loss. Private-warrant fair value used Level 3 model inputs.
- Other material risks: The filing cites SPAC target competition, redemptions that could reduce transaction cash, possible dilution or debt financing, sponsor and management conflicts, and COVID-19 uncertainty. Sponsor founder shares represented approximately 20% of ordinary shares and carried director-appointment rights before a business combination.
- Related-party costs: Oxbridge paid its sponsor $10,000 monthly for office and administrative services, totaling $50,000 through year-end. The sponsor and affiliates could also be reimbursed for documented out-of-pocket expenses.
- Controls and audit: Management concluded disclosure controls and internal control over financial reporting were effective as of December 31, 2021. The independent auditor issued an unqualified opinion on the financial statements and reported no critical audit matters; the auditor did not attest to internal-control effectiveness.
Most important facts for investors to verify
- Confirm the filing belongs to Oxbridge Acquisition Corp. and not Jet.AI Inc.; the company name in the request metadata does not match the filing.
- Reconcile the warrant-revaluation loss: the statement of operations and fair-value roll-forward report $3,456,801, while a note separately says the company recognized an approximately $1.92 million loss on revaluation.
- Review the audited financial statements and trust-account terms, including redemption rights, extension funding requirements, creditor-claim exposure and the liquidation deadline.
- Assess the warrant-liability valuation assumptions and potential dilution from public warrants, private warrants, founder-share conversion and any transaction financing.
- Check subsequent SEC filings for any business-combination announcement, extension, redemption, financing, or change in the company’s status after December 31, 2021.