Item
7.01. |
Regulation
FD Disclosure. |
On
June 14, 2023, Oxbridge Acquisition Corp. (“Oxbridge” or the “Company”) issued a press release announcing that
Jet Token Inc. d/b/a Jet.AI (“Jet.AI”), an innovative private aviation, artificial intelligence, booking and membership platform,
entered into an exclusive partnership with Go Rentals, the only car rental company specializing in the private-jet industry and servicing
fine hotels and resorts. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The
information in this Current Report on Form 8-K and the press release attached as Exhibit 99.1 hereto is being furnished under Item 7.01
and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such a filing.
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.
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.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 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 $10.00 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.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 on Form S-1 (File No. 333-257998), the registration statement on Form S-4 (File No. 333-270848),
as amended, 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.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.