SEC Filing Summary: Oxbridge Acquisition Corp. (8-K)
Business Context and Reporting Period
This Form 8-K, dated August 11, 2021, reports the Initial Public Offering (IPO) of Oxbridge Acquisition Corp., a Cayman Islands exempted company. The filing details the entry into material definitive agreements, the unregistered sale of equity securities, and the adoption of amended corporate governance documents. The offering closed on August 16, 2021.
Key Financial Metrics
- Gross Proceeds from IPO: $115,000,000 from the sale of 11,500,000 Units at $10.00 per Unit.
- Private Placement Proceeds: $4,897,500 from the sale of 4,897,500 Private Placement Warrants to the Sponsor at $1.00 per warrant.
- Representative Warrants Proceeds: $862,500 from the sale of 862,500 warrants to the Underwriter at $1.00 per warrant.
- Total Funds in Trust Account: $116,725,000 (comprised of $112,700,000 from IPO proceeds and $4,025,000 from Private Placement Warrant proceeds).
- Deferred Underwriting Discount: $4,025,000 included in the trust account.
- Warrant Exercise Price: $11.50 per share.
Material Changes and Transactions
The filing marks the company's transition from a private entity to a public Special Purpose Acquisition Company (SPAC). Key transactions include:
- Issuance of 11,500,000 Units (including 1,500,000 from the full exercise of the over-allotment option).
- Issuance of 115,000 Class A Ordinary Shares to the Underwriter as compensation in lieu of cash underwriting discounts.
- Adoption of an Amended and Restated Memorandum and Articles of Association.
Outlook, Risks, and Contingencies
The company has 15 months from the closing of the IPO (August 16, 2021) to complete an initial business combination, extendable to 21 months. If the company fails to complete a business combination within this timeframe, it must redeem public shares. Funds in the trust account are generally restricted until the completion of a business combination, a vote to amend the charter, or a liquidation event. Interest earned on the trust account may be released to pay franchise and income tax obligations, with up to $100,000 available for dissolution expenses.
Investor Verification Checklist
- Verify the exact closing date of the IPO (August 16, 2021) and the final number of units sold including over-allotment.
- Confirm the terms of the deferred underwriting discount ($4,025,000) and its treatment in the trust account.
- Review the Amended and Restated Memorandum and Articles of Association for specific redemption rights and extension mechanisms.
- Check the status of the 15-month deadline for completing a business combination.
- Confirm the exercise price of warrants ($11.50) and the distinction between public and private placement warrants.