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.
(iv) Conversion
of Company RSU Awards. Effective as of the Effective Time, each Company RSU Award that is outstanding as of immediately prior to
the Effective Time shall automatically be converted into a Restricted Stock Unit Award of the Acquiror (“Acquiror RSU Award”)
covering: (a) the number of shares of Domesticated Acquiror Common Stock equal to (x) the number of shares of Company Non-Voting Common
Stock subject to such Company RSU Award immediately prior to the Effective Time 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. Except as specifically
provided above, following the Effective Time, each Acquiror RSU Award shall continue to be governed by the same terms and conditions
(including vesting and repurchase terms) as were applicable to the corresponding Company RSU Award immediately prior to the Effective
Time, except to the extent such terms or conditions are rendered inoperative by the Mergers and any related transactions.
(v) Conversion
of Company Options. Effective as of the Effective Time, each Company Option that is outstanding immediately prior to the Effective
Time, whether vested or unvested, shall automatically be assumed and converted into an option to purchase a number of shares of Domesticated
Acquiror Common Stock as determined under Section 3.1(e) of the Merger Agreement (such option, an “Assumed Option”).
Each Assumed Option shall be subject to the same terms and conditions (including vesting and exercisability terms) as were applicable
to the corresponding former Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are
rendered inoperative by the transactions contemplated by the Merger Agreement, including all Schedules and Exhibits thereto, the Company
Disclosure Schedule, the Ancillary Agreements, and all other agreements, certificates, and instruments executed and delivered by the
Acquiror, either of the Merger Subs, or the Company in connection with the transactions and specifically contemplated by the Merger Agreement
(collectively, the “Transactions”).
Representations
and Warranties.
Articles
IV and V of the Merger Agreement contain a number of representations and warranties made by each of the Company and the Acquiror as of
the date of the Merger Agreement or other specified dates. Certain of the representations and warranties are qualified by materiality
or by constituting, in the case of the Company, a “Company Material Adverse Effect,” or in the case of the Acquiror,
an “Acquiror Material Adverse Effect,” in each case meaning any event, circumstance, change or effect (collectively,
“Effect”) that, individually or in the aggregate with all other Effects: (i) is or would reasonably be expected to
be materially adverse to the business, condition (financial or otherwise), assets, liabilities or operations of the Acquiror (in the
case of an Acquiror Material Adverse Effect) or the Company and the Company Subsidiaries taken as a whole (in the case of a Company Material
Adverse Effect); or (ii) would prevent, materially delay or materially impede the performance by the Acquiror, First Merger Sub, or Second
Merger Sub (in the case of an Acquiror Material Adverse Effect) or the Company (in the case of a Company Material Adverse Effect) of
their or its obligations under the Merger Agreement or the consummation of the Mergers or any of the other Transactions. The definitions
of “Company Material Adverse Effect” and “Acquiror Material Adverse Effect” exclude several events and conditions
from what constitutes a material adverse effect and from what can be accounted for when determining whether a material adverse effect
has occurred. The descriptions provided herein regarding an “Acquiror Material Adverse Effect” or a “Company Material
Adverse Effect” are qualified in their entirety by the definitions of those terms in Article I of the Merger Agreement.
Covenants.
Reasonable
Best Efforts. Each party to the Merger Agreements agreed to use its reasonable best efforts to take, or cause to be taken, appropriate
action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable laws or otherwise, and to
cooperate with the others, to consummate and make effective the Transactions and to fulfill the conditions to the Mergers. Each of the
parties also agreed to keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the
other parties of any communication such party or any of its affiliates receives from any Governmental Authority relating to the matters
that are the subject of the Merger Agreement and permitting the other parties to review in advance, and to the extent practicable consult
about, any proposed communication by such party to any Governmental Authority in connection with the Transactions.
Business
Conduct. The Company and the Acquiror and the Merger Subs agreed to conduct their respective businesses in the ordinary course of
business and in a manner consistent with past practice. Each party further agreed, subject to certain exceptions listed throughout Sections
6.1 and 6.2 of the Merger Agreement, that during the period between the date of the Merger Agreement and the Effective Time or the earlier
termination of the Merger Agreement, such party would refrain from conducting certain business activities without the prior written consent
of the other party, including but not limited to business activities relating to: (i) amending or otherwise changing such party’s
organizational documents; (ii) declaring, setting aside, or making or paying any dividend or other distribution with respect to such
party’s capital stock; (iii) reclassifying, combining, splitting, subdividing, redeeming, purchasing, or otherwise acquiring, directly
or indirectly, any of such party’s capital stock or warrants (as applicable); (iv) issuing, selling, pledging, disposing of, granting,
or encumbering, or authoring any such activities with respect to, any shares of any class of capital stock or other securities or any
derivative or convertible securities to acquire any such shares of such capital stock; (v) acquiring other business entities or the securities
or material assets from any third party, entering into any strategic joint ventures, partnerships or alliances with any other person,
or making loans or advancements or otherwise investing in third parties; (vi) incurring indebtedness, issuing debt securities, or assuming,
guaranteeing, or endorsing the obligations of any third party; (vii) making material amendments to accounting policies or procedures;
(viii) materially amending any material Tax Return or changing any material method of Tax accounting; (ix) materially amending any Material
Contract or entering into any contract that would have been considered a Material Contract had it been entered into prior to entering
the Merger Agreement; (x) failing to maintain and protect intellectual property; or (xi) entering into or materially amending any employment
agreement or other agreement with a director or officer.
Non-Solicitation.
Each party also agreed during the period from the date of the Merger Agreement until the earlier of the Closing or the termination
of the Merger Agreement, not to solicit or enter into any inquiry, proposal or offer, or any indication of interest in making an offer
or proposal for an alternative competing transactions, to notify the others as promptly as practicable in writing of the receipt of any
inquiries, proposals or offers, requests for information or requests relating to an alternative competing transaction or any requests
for non-public information relating to such transaction, and to keep the other party informed of the status of any such inquiries, proposals,
offers or requests for information.
Post-Closing
Obligations. The Merger Agreement also contains certain customary post-Closing covenants regarding (i) maintenance of and access
to books and records, (ii) tax matters, and (iii) indemnification of directors and officers and the purchase of tail directors’
and officers’ liability insurance.
Form
S-4 Registration Statement. The Acquiror agreed, as soon as practicable after executing the Merger Agreement, to file with the U.S.
Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”)
related to providing the Acquiror’s shareholders with the opportunity to exercise their Redemption Rights and registering under
the Securities Act of 1933 the shares of Domesticated Acquiror Common Stock, Merger Consideration Warrants, and Assumed Options to be
issued or issuable (i) in the Domestication and (ii) to the Company’s security holders pursuant to the Merger Agreement, including
the shares of Domesticated Acquiror Common Stock issuable upon exercise of the Merger Consideration Warrants and Assumed Options in accordance
with their terms.
Proxy
Statement. The Registration Statement must contain a proxy statement on Schedule 14A (the “Proxy Statement”),
relating to the meeting of the Acquiror’s shareholders (the “Acquiror Stockholders’ Meeting”) to be held
to consider: (i) the approval and adoption of the Merger Agreement, the Mergers, and the Transactions; (ii) the approval of the Domestication,
including the Domestication Organizational Documents; (iii) the issuance of the number of shares of Domesticated Acquiror Common Stock
to be issued or issuable (a) in the Domestication, and (b) to the Company’s shareholders pursuant to the Merger Agreement, in each
case if required under the rules and regulations of the Nasdaq Capital Market; (iv) the adoption and approval of the Advisory Charter
Proposals; (v) the approval and adoption of a new equity incentive plan (the “Omnibus Incentive Plan”); (vi) the election
of directors to the Acquiror Board of Directors; and (vii) any other proposals the parties mutually deem necessary or desirable to consummate
the Transactions (such proposals, collectively, the “Acquiror Proposals”).
Stockholder
Approval. The parties to the Merger Agreement made customary covenants regarding the Registration Statement and the Proxy Statement.
In addition, the Acquiror agreed to obtain the required stockholder approvals in the manner required under its organizational documents
and applicable law for the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions contemplated
thereby. Furthermore, as promptly as practicable following the date upon which the Registration Statement becomes effective, the Company
agrees to solicit the Company Stockholder Approval via written consent in accordance with Section 228 of the DGCL (the “Written
Consent”) as necessary to authorize the Merger Agreement and consummate the Transactions.
No
Survivability.
The
representations, warranties, covenants, obligations, or other agreements in the Merger Agreement or in any certificate, statement or
instrument delivered pursuant to the Merger Agreement do not survive the Closing. All such representations, warranties, covenants, obligations,
or other agreements terminate and expire upon the occurrence of the Closing (and there will be no liability after the Closing in respect
thereof), except for (i) the covenants and agreements contained in the Merger Agreement that by their terms expressly apply in whole
or in part after the Closing and then only with respect to any breaches occurring after the Closing, and (ii) Article X of the Merger
Agreement and any corresponding definitions set forth in Article I of the Merger Agreement.
Conditions
to Obligations Under the Merger Agreement.
The
obligations of the Company, the Acquiror, and the Merger Subs to consummate the Transactions, including the Mergers, are subject to the
satisfaction or waiver (where permissible) at or prior to the Effective Time of the following conditions: (i) the Written Consent of
the Company’s stockholders having been delivered to the Acquiror; (ii) the Acquiror Proposals having been approved and adopted
by the requisite affirmative vote of the shareholders of the Acquiror in accordance with the Proxy Statement, the DGCL, the Companies
Act, the Acquiror Organizational Documents, and the rules and regulations of the Nasdaq Capital Market; (iii) no Law, rule, regulation,
judgment, decree, executive order or award of any Governmental Authority having been enacted, issued, promulgated, enforced, or entered
by any Governmental Authority that makes the Transactions, including the Merger, illegal or prohibited; (iv) all required filings under
the HSR Act having been completed and the any waiting period applicable to the consummation of the Transactions under the HSR Act having
expired or terminated; (v) the Registration Statement being declared effective and remaining in effect; (vi) the shares of Domesticated
Acquiror Common Stock being listed on the Nasdaq Capital Market, or another national securities exchange mutually agreed to by the parties,
as of the Closing Date; (vii) the Acquiror having at least $5,000,001 of net tangible assets following the exercise of Redemption Rights
in accordance with the Acquiror Organizational Documents; (viii) the period for exercising appraisal rights pursuant to Section 262 of
the DGCL having lapsed, and holders of not more than 1% of the issued and outstanding shares of Company Common Stock having demanded
properly in writing appraisal or dissenters’ rights for such Company Common Stock in accordance with Section 262 of the DGCL.
The
Merger Agreement further contained the following customary conditions to the obligations of the parties, including the following: (i)
the representations and warranties of the other parties being true and correct in all material respects as of the date of the Merger
Agreement and the Effective Time (or in such ways or at such times as are set forth in the Merger Agreement); (ii) the other parties
having performed or complied in all material respects with all other agreements and covenants required by the Merger Agreement to be
performed or complied with on or prior to the Effective Time; (iii) the delivery to the other party of an officer’s certificate,
dated as of the date of the Closing, signed by an officer of the Company or by the President of the Acquiror, certifying as to such party’s
satisfaction of certain conditions specified in the Merger Agreement; (iv) no Company Material Adverse Effect or Acquiror Material Adverse
Effect, as applicable, having occurred between the date of the Merger Agreement and the Effective Time; (v) the resignations of all members
of the boards of directors of the Company and the Company Subsidiaries, or of the Acquiror, as applicable, except those directors identified
as continuing directors in the Disclosure Schedules; (vi) the other party meeting certain requirements of net working capital or minimum
cash, as applicable; (vii) the other party having received a non-retracted fairness opinion that the Mergers are fair to such party from
a financial point of view; and (i) with respect to the obligations of the Company, the Acquiror having received employment between certain
persons set forth in the Disclosure Schedules and the Company or the Acquiror.
Termination.
The
Merger Agreement may be terminated and the Mergers and other Transactions may be abandoned at any time before the Effective Time, notwithstanding
any requisite approval and adoption of the Merger Agreement and the Transactions by the shareholders of the Company or the Acquiror,
by:
(i) mutual
written consent of the Acquiror and the Company;
(ii) either
the Acquiror or the Company if the Effective Time shall not have occurred prior to July 1, 2023 (the “Outside Date”),
except that no termination can occur by or on behalf of a party that either directly or indirectly through its affiliates breaches or
violates the Merger Agreement and such breach or violation is the principal cause of the failure of a condition set forth in Article
VIII of the Merger Agreement on or prior to the Outside Date;
(iii) either
the Acquiror or the Company if any U.S. Governmental Authority has enacted, issued, promulgated, enforced, or entered any injunction,
order, decree, or ruling (whether temporary, preliminary, or permanent), which has become final and nonappealable and has the effect
of making consummation of the Transactions, including the Mergers, illegal or otherwise preventing or prohibiting consummation of the
Transactions;
(iv) either
the Acquiror or the Company if any of the Acquiror Proposals shall fail to receive the requisite vote for the Acquiror Stockholders’
Approval at the Acquiror Stockholders’ Meeting;
(v) the
Acquiror if the Company fails to receive the Written Consent executed by the requisite number of Company Stockholders to obtain the Company
Stockholder Approval on or before the Acquiror Stockholders’ Meeting;
(vi) the
Acquiror upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in the Merger Agreement,
or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Sections
8.2(a) and 8.2(b) of the Merger Agreement would not be satisfied, subject to certain exceptions; or
(vii) the
Company upon a breach of any representation, warranty, covenant or agreement on the part of the Acquiror and the Merger Subs set forth
in the Merger Agreement, or if any representation or warranty of the Acquiror and the Merger Subs shall have become untrue, in either
case such that the conditions set forth in Sections 8.3(a) and 8.3(b) of the Merger Agreement would not be satisfied, subject to certain
exceptions.
Waiver
or Extension.
At
any time before the Effective Time: (i) the Acquiror may (a) extend the time for the Company’s performance of any obligation or
other act, (b) waive any inaccuracy in the Company’s representations and warranties contained in the Merger Agreement or in any
document delivered by the Company pursuant to the Merger Agreement, and (c) waive compliance with any agreement of the Company or any
condition to its own obligations contained in the Merger Agreement; and (ii) the Company may (a) extend the time for the performance
of any obligation or other act of the Acquiror, First Merger Sub or Second Merger Sub, (b) waive any inaccuracy in the representations
and warranties of the Acquiror, First Merger Sub or Second Merger Sub contained in the Merger Agreement or in any document delivered
by the Acquiror, First Merger Sub and/or Second Merger Sub pursuant to the Merger Agreement, and (c) waive compliance with any agreement
of the Acquiror, First Merger Sub or Second Merger Sub or any condition to its own obligations contained in the Merger Agreement. Any
such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby.
Governing
Law.
The
Merger Agreement is governed by the laws of the State of Delaware without regard to the conflict of laws principles thereof.
The
Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of
such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes
of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in
connection with negotiating the Merger Agreement. The Merger Agreement has been filed with this Current Report on Form 8-K to provide
investors with information regarding its terms. It is not intended to provide any other factual information about the Acquiror, the Company,
First Merger Sub, Second Merger Sub, or any other party to the Merger Agreement. In particular, the representations, warranties, covenants
and agreements contained in the Merger Agreement, which were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement
instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of
any party to the Merger Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Merger
Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations
and warranties and other terms may change after the date of the Merger Agreement, which subsequent information may or may not be fully
reflected in the Acquiror’s public disclosures.
Related
Agreements
In
connection with the Closing, Oxbridge and Jet Token will enter into certain additional agreements pursuant to the Merger Agreement (the
“Related Agreements”), the terms of which have not yet been negotiated by Oxbridge or Jet Token. Finalizing such Related
Agreements on terms mutually acceptable to Oxbridge and Jet Token is a condition to Closing of the Merger Agreement. Specifically, the
Merger Agreement contemplates delivery of the following Related Agreements: (i) a Registration Rights Agreement between Oxbridge, OAC
Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”), and the Key Company Stakeholders (listed on Schedule
1.1 to the Company Disclosure Schedules), covering the securities mutually agreed to by Jet Token and Oxbridge; (ii) Lock-Up Agreements
entered into by each Key Company Stakeholder, to be effective as of the Closing, pursuant to which the Domesticated Acquiror Common Stock
and Merger Consideration Warrants (and shares of Domesticated Acquiror Common Stock issuable upon exercise thereof) issued under the
Merger Agreement will be subject to a lock-up; (iii) the Omnibus Incentive Plan, to be adopted by Oxbridge, which will constitute an
amendment, restatement, and continuation of the Company Option Plans; and (iv) a Sponsor Agreement in the form of a letter agreement
between the Sponsor and Oxbridge, pursuant to which the Sponsor will (a) agree to waive the anti-dilution rights set forth in Article
17.3 of the Acquiror Articles of Association with respect to the shares of Acquiror Class B Common Stock owned by the Sponsor that may
be triggered from the Mergers and/or the other transactions contemplated by the Merger Agreement, and (b) release Oxbridge and Jet Token
from any and all claims arising prior to the Closing.
About
the Parties to the Merger Agreement
About
Jet Token
Jet
Token, a Delaware corporation headquartered in Las Vegas, Nevada, was founded in 2018 by Michael Winston, its Executive Chairman. Jet
Token, directly and indirectly through its subsidiaries, is principally involved in (i) the sale of jet cards, which enable holders to
use certain aircraft owned, leased by, arranged and/or managed by Jet Token and others at agreed-upon rates, as well as the sale of fractional
interests in aircraft, and (ii) the operation of a proprietary booking platform, which functions as a prospecting and quoting platform
to arrange private jet travel with third party carriers as well as via Jet Token’s leased and managed aircraft.
About
Oxbridge
Oxbridge
is a Cayman Islands-exempted, Cayman Islands-based blank check company incorporated in 2021. Oxbridge was formed with the purpose of
entering into a merger in the field of blockchain technology, artificial intelligence, and insurance technology.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain forward-looking statements within the meaning of the federal securities laws with respect
to the proposed transaction between Jet Token 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 Token and the
markets in which it operates, and Jet Token’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 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 Token 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 Token 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 $8.16
per warrant by application of a Black-Scholes formula developed by Jet Token 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 on Form S-1 (File No. 333-257998), the registration statement on Form S-4 discussed
above 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.
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 Token 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.
Important
Information About the Proposed Business Combination and Where to Find It
This
Current Report on Form 8-K relates to a proposed Business Combination between Jet Token and Oxbridge. This Current Report on Form 8-K
does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In connection with the proposed Business Combination, Oxbridge intends to file a
registration statement on Form S-4 with the SEC that will include a proxy statement of Oxbridge and a prospectus of the combined entity.
The proxy statement/prospectus will be sent to all Oxbridge shareholders. Oxbridge will also file other documents regarding the proposed
Business Combination with the SEC. Before making any voting decision, investors and securities holders of Oxbridge and Jet Token are
urged to read the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection
with the proposed Business Combination as they become available because they will contain important information about the proposed Business
Combination and the parties to the proposed Business Combination.
Investors
and securities holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or
that will be filed with the SEC through the website maintained by the SEC at https://sec.gov/.
Participants
in the Solicitation
Oxbridge
and Jet Token and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Oxbridge’s
shareholders with respect to the proposed Transactions. Investors and security holders may obtain more detailed information regarding
the names and interests in the proposed Transactions of Oxbridge’s directors and officers in Oxbridge’s filings with the
SEC, including, when filed with the SEC, the preliminary proxy statement and the amendments thereto, the definitive proxy statement,
and other documents filed with the SEC. Such information with respect to Jet Token’s directors and executive officers will also
be included in the proxy statement.
No
Offer or Solicitation
This
Current Report on Form 8-K is not a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of
the proposed Transactions and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will 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.