Item. 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement and Plan Of Reorganization

This section describes the material provisions of the Merger Agreement (as defined below) but does not purport to describe all of the terms thereof. The following summary and description of the Merger Agreement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Stockholders of Oxbridge Acquisition Corp. and other interested parties are urged to read the Merger Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Merger Agreement.





The Merger.

On February 24, 2023, Oxbridge Acquisition Corp., a Cayman Islands-based blank check company ("Oxbridge" or the "Acquiror"), entered into a Business Combination Agreement and Plan of Reorganization (the "Merger Agreement") by and among the Acquiror, OXAC Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Acquiror ("First Merger Sub"), OXAC Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of the Acquiror ("Second Merger Sub" and, together with First Merger Sub, the "Merger Subs"), and Jet Token Inc., a Delaware corporation ("Jet Token" or the "Company"). The Merger Agreement provides that, among other things and upon the terms and subject to the conditions of the Merger Agreement, the following transactions will occur:

(i) Domestication. Prior to the closing of the First Merger (the "Closing"), the Acquiror shall: (a) domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the "DGCL") and the applicable provisions of the Cayman Islands Companies Act (2021 Revision) (the "Companies Act") (such deregistration and domestication, including all matters necessary or ancillary in order to effect such domestication, the "Domestication"); (b) file a certificate of incorporation (the "Domestication Certificate of Incorporation") with the Secretary of State of Delaware; and (c) adopt bylaws (the "Domestication Bylaws" and collectively with the Domestication Certificate of Incorporation, the "Domestication Organizational Documents").

(ii) Acquiror Stock Conversion. In connection with and as part of the Domestication, the Acquiror's securities shall be converted in accordance with the following (such conversions, the "Acquiror Stock Conversion"):

(a) each then issued and outstanding share of Acquiror Class A Common Stock shall convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of the Acquiror (after its domestication as a corporation incorporated in the State of Delaware) (the "Domesticated Acquiror Common Stock");

(b) each then issued and outstanding share of Acquiror Class B Common Stock shall convert automatically, on a one-for-one basis, into a share of Domesticated Acquiror Common Stock;

(c) each then issued and outstanding whole warrant to purchase shares of Acquiror Class A Common Stock shall convert automatically into a warrant to acquire one share of Domesticated Acquiror Common Stock (each, a "Domesticated Acquiror Warrant"), pursuant to that certain Warrant Agreement dated August 11, 2021, by and between the Acquiror and Continental Stock Transfer & Trust Company;

(d) each then issued and outstanding unit to purchase one share of Acquiror Class A Common Stock and one Acquiror Warrant shall convert automatically into a unit of the Acquiror (after its domestication as a corporation incorporated in the State of Delaware) (each, a "Domesticated Acquiror Unit"), with each Domesticated Acquiror Unit representing one share of Domesticated Acquiror Common Stock and one Domesticated Acquiror Warrant; and

(e) each then issued and outstanding share of Acquiror Preferred Stock shall continue to exist as preferred stock of the Acquiror in accordance with the Domestication Certificate of Incorporation.

(iii) Company Preferred Stock Conversion. Immediately prior to the Effective Time (as defined in clause (iv) below), the Company shall cause its preferred stock to be converted as follows (such conversion, the "Company Preferred Stock Conversion"): (a) each share of Company Series Seed Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Company Voting Common Stock at the then-effective conversion rate as calculated pursuant to Section 3.10 of the Company Certificate of Incorporation, and (b) each share of Company Series CF Non-Voting Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Company Voting Common Stock at the then-effective conversion rate as calculated pursuant to Section 3.8 of the Company Certificate of Incorporation. All of the shares of Company Preferred Stock converted into shares of Company Voting Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such Company Preferred Stock.

(iv) First Merger. Following the Domestication, the Acquiror Stock Conversion, and the Company Preferred Stock Conversion, the parties to the Merger Agreement shall file a Certificate of Merger with the Delaware Secretary of State, (the date and time of the filing of such Certificate of Merger, the "Effective Time"), pursuant to which First Merger Sub will merge with and into the Company (such transaction, the "First Merger"), with the Company surviving the First Merger as a wholly owned subsidiary of the Acquiror.

(v) Name Change. Upon the Effective Time, the Acquiror shall be immediately renamed "Jet.AI Inc."

(vi) Second Merger. As soon as practicable after the Effective Time but in any event within three days of the Effective Time, the parties to the Merger Agreement shall file a Certificate of Merger with the Delaware Secretary of State (the date and time of the filing of such Certificate of Merger, the "Second Effective Time"), pursuant to which the Company will merge with and into Second Merger Sub (such transaction, the "Second Merger"; and together with the First Merger, the "Mergers"), with Second Merger Sub surviving the Second Merger.





Merger Consideration.

As consideration for the Mergers, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Company Common Stock resulting from the Company Preferred Stock Conversion) shall be canceled and converted into the right to receive: (i) the number of shares of Domesticated Acquiror Common Stock equal to the Stock Exchange Ratio (the "Per Share Stock Merger Consideration"), plus (ii) a warrant (each, an "Merger Consideration Warrant") to acquire the number of shares of Domesticated Acquiror Common Stock equal to the Warrant Exchange Ratio (the "Per Share Warrant Merger Consideration"; and together with the Per Share Stock Merger Consideration, the "Per Share Merger Consideration"), with each Merger Consideration Warrant being exercisable during the ten-year period following the Effective Time at an exercise price of $15.00 per share.

The Per Share Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Acquiror Class A Common Stock, Acquiror Class B Common Stock and/or Domesticated Acquiror Common Stock occurring on or after the date hereof and prior to the Effective Time.

Conversion or Cancellation of Other Securities.

(i) Cancellation of Treasury Stock. At the Effective Time, all shares of Company Common Stock and Company Preferred Stock held in the treasury of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto.

(ii) Conversion of First Merger Sub Common Stock. At the Effective Time, each share of the common stock, par value $0.000001 per share, of First Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Company.

(iii) Conversion of Company Warrants. Effective as of the Effective Time, each Company Warrant, to the extent then outstanding and unexercised, shall automatically be converted into a warrant to acquire: (a) that number of shares of Domesticated Acquiror Common Stock equal to (x) the number of shares of Company Common Stock subject to the applicable Company Warrant multiplied by (y) the Stock Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Domesticated Acquiror Common Stock; and (b) a Merger Consideration Warrant to acquire the number of shares of Domesticated Acquiror Common Stock equal to the Warrant Exchange Ratio (each such resulting warrant, an "Assumed Warrant"). Each Assumed Warrant shall be exercisable solely for shares of Domesticated Acquiror Common Stock at an exercise price equal to (1) the per share exercise price for the shares of Company Common Stock subject to the applicable Company Warrant, as in effect immediately prior to the Effective Time, divided by (2) the Stock Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent. . . .




Item 8.01. Other Events.

On February 27, 2023, Oxbridge issued a press release announcing the entry into the Merger Agreement by Oxbridge and Jet Token. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are being filed herewith:





Exhibit No.   Description

2.1             Business Combination Agreement and Plan Of Reorganization, dated
              February 24, 2023.
99.1            Press Release issued by Oxbridge on February 27, 2023.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

© Edgar Online, source Glimpses