Oxbridge Acquisition Corp (NASDAQ: OXAC) (“Oxbridge”), a special
purpose acquisition company, and its merger partner Jet Token inc.
d/b/a
Jet.AI (“Jet.AI” or the
“Company”) (Reserved NASDAQ: JTAI, JTAIW and JTAIZ), an
innovative private aviation, artificial intelligence company, today
announced that their previously announced business combination was
approved by Oxbridge’s shareholders during its extraordinary
general meeting of shareholders yesterday in which 99.99% of the
votes cast were voted in favor of the business combination as well
as other proposals related to the business combination matters.
Complete official results of the vote will be included in a current
report on Form 8-K to be filed by Oxbridge with the U.S. Securities
and Exchange Commission (the “SEC”) today. The parties will now
look to complete the proposed business combination as soon as
possible subject to the parties satisfying all other remaining
closing conditions.
About Jet.AI:Jet.AI operates in
two segments, Software and Aviation, respectively. The Software
segment features the B2C CharterGPT app and the B2B Jet.AI Operator
platform. The CharterGPT app uses natural language processing and
machine learning to improve the private jet booking experience. The
Jet.AI operator platform offers a suite of stand-alone software
products to enable FAA Part 135 charter providers to add revenue,
maximize efficiency, and reduce environmental impact. The Aviation
segment features jet aircraft fractions, jet card, on-fleet
charter, management, and buyer’s brokerage. Jet.AI is an official
partner of the Las Vegas Golden Knights, 2023 NHL Stanley Cup®
champions. Jet.AI was founded in 2018 and is based in Las Vegas, NV
and San Francisco, CA.
ABOUT OXBRIDGE ACQUISITION
CORP.:Oxbridge is a Cayman Islands-exempted, Cayman
Islands-based blank check company incorporated in 2021 and managed
by the executive officers of Oxbridge Re Holdings Limited (NASDAQ:
OXBR), the founding and leading investor in the sponsor of
Oxbridge. The company was formed with the purpose of entering into
a merger in the field of artificial intelligence, blockchain
technology and insurance technology and its ordinary shares, units
and warrants trade on the Nasdaq Capital Markets under tickers
“OXAC”, “OXACU” and “OXACW”, respectively.
Important Information About the Proposed
Business Combination and Where to Find ItThis press
release relates to a proposed transaction between Jet.AI and
Oxbridge (the “Business Combination”). In connection with the
proposed Business Combination, Oxbridge has filed a registration
statement on Form S-4, as amended from time to time, (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. The Registration Statement
was declared effective on July 28, 2023, and Oxbridge has commenced
mailing of 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 definitive proxy
statement/prospectus included in the Registration Statement and the
amendments thereto and other documents filed in connection with the
proposed Business Combination, as these materials will contain
important information about Jet.AI, Oxbridge and the Business
Combination. The definitive proxy statement/prospectus and other
relevant materials for the proposed Business Combination have been
mailed to stockholders of Oxbridge as of June 23, 2023.
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 StatementsThis
press release contains certain forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed business combination between Jet.AI 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.AI and the
markets in which it operates, and Jet.AI’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.AI 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.AI 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.AI 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.AI
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 and the amendments thereto
on Form S-4 as 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.AI 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.AI 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
SolicitationOxbridge and Jet.AI 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 on Form S-4, 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.AI'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 SolicitationThis
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.
Contacts:For
OxbridgeJay MadhuCEO & Chairman of the
Board813-263-507Jmadhu@oxbridgeaq.com
Contacts:For
Jet.AIGateway Group,
Inc.949-574-3860Jet.AI@gateway-grp.com
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