Business Context and Reporting Period
This Form 8-K is filed by Oxbridge Acquisition Corp. (not Jet.AI Inc.) on February 15, 2023. The registrant is a Cayman Islands-based special purpose acquisition company (SPAC) with securities trading on The Nasdaq Stock Market LLC under symbols OXACU, OXAC, and OXACW. The filing addresses a material accounting re-evaluation regarding the classification of Public Shares issued during the August 16, 2021 IPO.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures. It explicitly states that the accounting restatement described below does not have an impact on the Company's total assets, liabilities, net income (loss), cash flows, or cash held in the Trust Account.
Material Changes Versus Prior Period
The primary material change is a non-reliance on previously issued financial statements due to a re-evaluation of ASC 480-10-S99-3A. Management determined that Public Shares must be classified as temporary equity rather than permanent equity, regardless of the minimum net tangible assets required to complete a business combination. Consequently, the following filings are no longer reliable and will be restated:
- Audited balance sheet as of August 16, 2021.
- Unaudited financial statements for quarters ended September 30, 2021; March 31, 2022; June 30, 2022; and September 30, 2022.
- Audited financial statements for the period ended December 31, 2021.
Guidance, Outlook, and Risks
The Company plans to restate financial statements for the affected periods in 2021 via an amendment to its Annual Report on Form 10-K and for 2022 via an amendment to its Quarterly Report on Form 10-Q. Management and the Audit Committee have discussed these matters with the independent registered public accounting firm, Hacker Johnson Smith, P.A. No specific business outlook or new risk factors beyond the accounting classification issue are detailed in this report.
Investor Verification Checklist
- Verify the upcoming amendments to the 2021 Form 10-K and the Q3 2022 Form 10-Q for restated equity classifications.
- Confirm that the reclassification of Public Shares to temporary equity does not alter the net tangible assets threshold required for a business combination.
- Review the impact of the restatement on the Company's balance sheet presentation, specifically the distinction between permanent and temporary equity.
- Note that the filing explicitly states no impact on cash held in the Trust Account or net income/loss figures.