UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed
by the Registrant |
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Filed
by a Party other than the Registrant |
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Check
the appropriate box:
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Preliminary
Proxy Statement |
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Confidential,
for Use of Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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Soliciting
Material Pursuant to §240.14a-12 |
OXBRIDGE
ACQUISITION CORP.
(Name of Registrant as Specified in its Charter)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
paid previously with preliminary materials. |
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Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
OXBRIDGE
ACQUISITION CORP.
Suite 201, 42 Edward Street
George
Town, Grand Cayman
Cayman
Islands, KY1-9006
To
the Shareholders of Oxbridge Acquisition Corp.:
You
are cordially invited to attend the extraordinary general meeting (the “EGM”) of Oxbridge Acquisition Corp., a Cayman Islands
exempted company (the “Company”), which will be held in person on August 11, 2023, at 10:00 A.M., Eastern Time, at
Suite 201, 42 Edward Street, George Town, Cayman Islands, or such other date, time and place to which such meeting may be adjourned.
The formal meeting notice and proxy statement for the EGM are attached.
Even
if you are planning on attending the EGM, please promptly submit your proxy vote via the Internet, or, if you received a printed form
of proxy in the mail, by completing, dating, signing and returning the enclosed proxy, so your shares will be represented at the EGM.
Instructions on voting your shares are on the proxy materials you received for the EGM. Even if you plan to attend the EGM, it is strongly
recommended you complete and return your proxy card before the EGM date, to ensure that your shares will be represented at the EGM if
you are unable to attend.
The
purpose of the EGM is to consider and vote upon the following proposals:
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A special resolution to extend the date by which the Company
must consummate an initial business combination, by allowing the Company to elect to extend the period to consummate an initial business combination up to six times,
each by an additional one-month period, for a total of up to six months, from August 16, 2023 to February 16, 2024 (or such earlier date as determined
by the Company’s Board of Directors (the “Board”)) (the “Extension”) by amending the Company’s
Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”); |
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A proposal to approve an amendment the Company’s
investment management trust agreement, dated as of August 11, 2021, as amended to date (the “Trust Agreement”), by and
between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Company’s termination
date for an additional six one month extensions until February 16, 2024 (the “Trust Agreement
Amendment Proposal”); and |
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An ordinary resolution to approve the adjournment of the
EGM to a later date or dates, if necessary or convenient, either (x) to permit further solicitation and vote of proxies and if, based
upon the tabulated vote at the time of the EGM, there are insufficient votes to approve the Extension Amendment Proposal or the Trust
Agreement Amendment Proposal, (y) to permit withdrawals by public shareholders of their elections to redeem their public
shares or to enable the Company’s sponsor, OAC Sponsor Ltd. (the “Sponsor”), its investors, our directors,
officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the purpose of limiting
the number of public shares electing to redeem or (z) if the Board determines before the EGM that it is not necessary or no longer
desirable to proceed with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal (the “Adjournment
Proposal” and, together with the Extension Amendment Proposal and the Trust Agreement
Amendment Proposal the “Proposals”).
If the Adjournment Proposal is presented at the EGM, such proposal will be the only proposal presented at the EGM. |
The
Extension Amendment Proposal must be approved by
a special resolution under Cayman Islands law, which requires the affirmative vote of the holders of a majority of at least two-thirds
of shares who, being entitled to do so, attend and vote or are represented by proxy and entitled to vote at a general meeting of the
Company.
The Trust
Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the
outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.
The
Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the
holders of a majority of the shares who, being entitled to do so, attend and vote or are represented by proxy and entitled to vote at
a general meeting of the Company.
Each
of the Proposals is more fully described in the accompanying Proxy Statement.
The
purpose of the Extension is to allow us more time to complete an initial business combination (the “Business
Combination”). The Amended and Restated Memorandum and Articles of Association, as amended to date provide that we have
until August 16, 2023 to complete a Business Combination. On February 28, 2023, the Company announced a proposed Business
Combination with Jet Token Inc., as described in further detail under “Background.” However, our Board currently
believes that there may not be sufficient time to complete a Business Combination by August 16, 2023. Therefore, our Board
has determined that it is in the best interests of the Company and its shareholders to amend the Amended and Restated Memorandum and
Articles of Association to allow the Company to extend the date that we have to consummate a Business Combination through
up to six separate one-month extensions through February 16, 2024 (the “Extended Date”) in order to provide our
shareholders with the chance to participate in an investment opportunity.
Our
Amended and Restated Memorandum and Articles of Association as amended to date currently provides that the Company has until August
16, 2023 to complete its initial business combination (the “Termination Date”). The Board has determined that it is
in the best interests of the Company to seek the Extension of the Termination Date and have the Company’s shareholders approve
the Extension Amendment Proposal, together with a corollary amendment to the Trust Agreement, to allow for additional time to consummate our Business Combination. Without the Extension,
the Company believes that the Company may not be able to complete our Business Combination on or before the Termination Date.
If that were to occur, the Company would be precluded from completing a Business Combination and would be forced to liquidate.
The
Company reserves the right at any time to cancel the EGM and not to submit to its shareholders the Extension Amendment Proposal or the Trust Agreement Amendment Proposal and not implement the Extension. In the event the EGM is cancelled and
the Company cannot implement the Extension, and a Business Combination has not been completed, the Company will dissolve
and liquidate in accordance with its Amended and Restated Memorandum and Articles of Association.
In
connection with the Extension Amendment Proposal, public shareholders may elect to redeem their Class A ordinary shares issued in
our initial public offering (“IPO”), which shares we refer to as the “public shares”, for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account ( the “Trust
Account”), including interest (which interest shall be net of taxes payable), divided by the number of then outstanding
public shares, which election we refer to as the “Election”, regardless of whether such public shareholders vote on the
Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the remaining
holders of public shares will retain their right to redeem their public shares when a Business Combination is submitted to
the shareholders, subject to any limitations set forth in our Amended and Restated Memorandum and Articles of Association, as
amended by the Extension Amendment Proposal. In addition, public
shareholders who do not make the Election would be entitled to have their public shares redeemed for cash if the Company has not
completed a Business Combination by the Extended Date. Our Sponsor owns 2,875,000 Class B ordinary shares (the
“founder shares”) that were issued to the Sponsor prior to our IPO.
To
exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to
the EGM. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically
using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in street name, you
will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption
rights.
If
the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor or its designees have agreed
to contribute to us a loan (the “Extension Loan”) for the lesser of (i) $60,000 or (ii) $0.05 for each public share
not redeemed in connection with the Extension Amendment Proposal for each one-month extension until February 16, 2024, to be deposited
into the Trust Account. The redemption amount per share at the meeting for such Business Combination or the Company’s liquidation
will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension.
The
Extension Loan is conditioned upon the approval and implementation of the Extension Amendment Proposal. No Extension Loan
will occur if the Extension Amendment Proposal is not approved or if the Extension is not completed. The Extension Loan will not
bear interest and will be repayable by the Company to the Sponsor or its designees upon consummation of a Business
Combination. If we opt not to utilize the Extension, then we will liquidate and dissolve promptly in accordance with our Amended
and Restated Memorandum and Articles of Association, and our Sponsor’s obligation to make additional contributions will
terminate.
If there are significant requests
for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of the Extension
or of a Business Combination, the Amended and Restated Memorandum and Articles of Association would prevent the Company from being able
to consummate the Extension or a Business Combination even if all other conditions are met.
If
the Extension Amendment Proposal is not approved and we do not consummate a Business Combination by August 16, 2023 in accordance with
our Amended and Restated Memorandum and Articles of Association, we will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Class A ordinary
shares sold as part of the units in the Company’s IPO that was consummated on August 16, 2021, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account established by the Company upon the consummation of the IPO and into which a certain amount of the net proceeds
of the IPO, together with certain of the proceeds of a private placement of warrants simultaneously with the closing date of the IPO,
were deposited, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes
payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish the rights of the holders of public shares (the “public shareholders”) as shareholders
(including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s Board, liquidate and dissolve,
subject, in each case, to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements
of applicable law (the foregoing three actions being referred to herein as to “wind up, redeem and liquidate”).
In
connection with the Extension Amendment Proposal, each public shareholder other than the Sponsor, an officer or a director of the Company
may elect (subject to limitations set forth in our Amended and Restated Memorandum and Articles of Association) to redeem their
public shares upon the approval or effectiveness of the Extension at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes, divided by the number of then outstanding public shares, and which election we refer to as the “Election.”
An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension
Amendment Proposal. The public shareholders may make an Election regardless of whether such public shareholders were holders as of the
record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not
completed our Business Combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR”
or “AGAINST” the Extension Amendment Proposal, if the Extension is implemented and a public shareholder does not make an
Election, they will retain the right to vote on any proposed Business Combination through the Extended Date if the Extension Amendment
Proposal is approved and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account as of two business days prior to the consummation of such Business Combination, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a proposed Business
Combination is completed, subject to certain conditions and limitations. We are not asking you to vote on any proposed Business Combination
at this time.
Based
on the Trust Account balance of approximately $13,125,461 as of the date of this Proxy Statement, without taking into account any interest
accruing after the date hereof, we anticipate that the per-share price at which public shares will be redeemed from cash held in the
Trust Account will be approximately $11.06 at the time of the EGM, before giving effect to any deposits into the Trust Account in connection
with this Extension Amendment Proposal, as described above. The closing price of the public shares on The Nasdaq Capital Market on August
1, 2023, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.30. Shareholders
may not be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated
above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.
Any
withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following
the Election, and the amount remaining in the Trust Account may be only a portion of the approximately $13,125,461 that was in the Trust
Account as of the date of this Proxy Statement. In such event, we may need to obtain additional funds to complete a Business Combination,
and there can be no assurance that such funds will be available on acceptable terms, or at all.
There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our
winding up. In the event of a liquidation, holders of the ordinary shares initially purchased by the Company’s Sponsor, in a private
placement prior to the Company’s IPO (the “founder shares” and, together with the public shares, the “shares”),
our directors and officers and certain of our advisors and their affiliates, will not receive any monies held in the Trust Account as
a result of their ownership of founder shares.
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the EGM to a later date or dates to permit further solicitation of
proxies, to permit withdrawals by public shareholders of their elections to redeem their public shares or to enable the Sponsor, its
investors, our directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions
for the purpose of limiting the number of public shares electing to redeem. The Adjournment Proposal will only be presented to our shareholders
in the event that (i) there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment
Proposal or the Trust Agreement Amendment Proposal, (ii) the Board determines
that it is necessary or desirable to adjourn the EGM to permit withdrawals of elections to redeem public shares or share purchases or
other transactions for the purpose of limiting the number of public shares electing to redeem or (iii) the Board determines before
the EGM that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal. The Board expects to exercise its discretion to adjourn the EGM indefinitely in accordance with clause (iii) of
the preceding sentence in the event that elections to redeem public
shares are received in an aggregate amount that would cause us to have less than $5,000,001 of net tangible assets following such redemptions
and the Board has not determined to adjourn the EGM as described in clause (ii) of the preceding sentence.
The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of the holders
of a majority of at least two-thirds of the shares who, being entitled to do so, attend and vote or are represented by proxy and entitled
to vote thereon at the EGM. The Trust Agreement Amendment Proposal, pursuant to the Trust Agreement,
requires the affirmative vote of at 65% of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting
together as a single class. The approval of the Extension and the Trust Agreement Amendment Proposal are essential to the implementation
of our Board’s plan to extend the date by which we must consummate our Business Combination. Notwithstanding shareholder approval
of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, our Board will retain the right to abandon and not implement
the Extension at any time without any further action by our shareholders.
The
Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of the
holders of a majority of the shares who, being entitled to do so, attend and vote at the EGM.
Our
Board has fixed the close of business on June 23, 2023 as the record date for determining the shareholders entitled to receive notice
of and vote at the EGM and any adjournment or postponement thereof. Only holders of record of the shares on that date are entitled to
have their votes counted at the EGM or any adjournment or postponement thereof.
After
careful consideration of all relevant factors, our Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if presented, the Adjournment Proposal, are advisable and recommends that you vote or give instruction
to vote “FOR” such proposals.
You
are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination, you
will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your public
shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination
by the Extended Date.
No
other business may be transacted at the EGM.
Enclosed
is the Proxy Statement containing detailed information concerning each of the Proposals and the EGM. Whether or not you plan to attend the EGM, we urge you to read this material carefully
and vote your shares.
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By Order of the Board, |
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/s/ Jay Madhu |
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Jay Madhu |
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Chief Executive Officer |
OXBRIDGE
ACQUISITION CORP.
Suite 201, 42 Edward Street
George
Town, Grand Cayman
Cayman
Islands, KY1-9006
NOTICE
OF 2023 EXTRAORDINARY GENERAL MEETING
TO BE HELD ON AUGUST 11, 2023
To
the Shareholders of Oxbridge Acquisition Corp.:
NOTICE
IS HEREBY GIVEN that the extraordinary general meeting (the “EGM”) of Oxbridge Acquisition Corp., a Cayman Islands exempted
company (the “Company”), will be held on August 11, 2023 at 10:00 a.m., Eastern Time. For purposes of the Amended
and Restated Memorandum and Articles of Association of the Company, the physical place of the meeting shall be at Suite 201, 42 Edward
Street, George Town, Grand Cayman, Cayman Islands, KY1-9006. The EGM will be held for the sole purpose of considering and voting upon
the following proposals:
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A special resolution to extend the date by which the Company
must consummate an initial business combination, by allowing the Company to elect to extend the period to consummate an initial business combination up to six times,
each by an additional one-month period, for a total of up to six months, to February 16, 2024 (or such earlier date as determined by the Company’s
Board of Directors (the “Board”)) (the “Extension”) by amending the Company’s Amended and Restated
Memorandum and Articles of Association (the “Extension Amendment Proposal”); |
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A proposal to approve an amendment the Company’s
investment management trust agreement, dated as of August 11, 2021, as amended to date (the “Trust Agreement”), by and
between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), allowing the Company to extend the Company’s termination
date for an additional six one month extensions until February 16, 2024 (the “Trust Agreement
Amendment Proposal”); and |
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An ordinary resolution to approve the adjournment of the
EGM to a later date or dates, if necessary or convenient, either (x) to permit further solicitation and vote of proxies and if,
based upon the tabulated vote at the time of the EGM, there are insufficient votes to approve the Extension Amendment Proposal, (y) to permit withdrawals by public shareholders of their elections to redeem their
public shares or to enable the Company’s sponsor, OAC Sponsor Ltd. ( the “Sponsor”), its investors, our
directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the
purpose of limiting the number of public shares electing to redeem or (z) if the Board determines before the EGM that it is not
necessary or no longer desirable to proceed with the Extension Amendment Proposal
or the Trust Agreement Amendment Proposal (the “Adjournment Proposal” and, together with the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal, the “Proposals”). If
the Adjournment Proposal is presented at the EGM, such proposal will be the only proposal presented at the EGM. |
Only
shareholders of record of the Company as of the close of business on June 23, 2023 (“Record Date”) are entitled to notice
of, and to vote at, the EGM or any adjournment or postponement thereof. Each share entitles the holder thereof to one vote.
Your
vote is important. Proxy voting permits shareholders unable to attend the EGM to vote their shares through a proxy. By appointing a proxy,
your shares will be represented and voted in accordance with your instructions. You can vote your shares by completing and returning
your proxy card, or submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card or voting instruction
card. Proxy cards that are signed and returned but do not include voting instructions will be voted by the proxy as recommended by the
Board. You can change your voting instructions or revoke your proxy at any time prior to the EGM by following the instructions included
in this proxy statement and on the proxy card.
Even
if you plan to attend the EGM in person, it is strongly recommended that you complete and return your proxy card before the EGM date
to ensure that your shares will be represented at the EGM if you are unable to attend. You are urged to review carefully the information
contained in the enclosed proxy statement prior to deciding how to vote your shares. You may also access our proxy materials at the following
website: https://www.cstproxy.com/oxac/ext2023.
The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote
of a majority of at least two-thirds of the shareholders who attend and vote, whether in person or by proxy, at the EGM.
The
Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of
the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.
The
Adjournment Proposal must be approved by an ordinary resolution, which requires the affirmative vote of a simple majority of the shareholders
as, being entitled to do so, vote in person or by proxy at the EGM.
Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have
no effect on the outcome of the vote on the Proposals. Failure to vote by proxy or to vote in person at the general meeting will have
no effect on the outcome of the vote on the Proposals.
The
Extension Amendment Proposal and the Trust Agreement Amendment Proposal are essential to the overall implementation of the plan
of the Board to extend the date by which the Company has to complete an initial business combination. The purpose of the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal is to allow the Company more time to complete its initial business combination.
The
purpose of the Extension is to allow us more time to complete an initial business combination (the “Business Combination”).
Our Amended and Restated Memorandum and Articles of Association as amended to date provides that we have until August 16,
2023 to complete a Business Combination. On February 28, 2023, the Company announced a proposed Business Combination with Jet Token Inc.,
as described in further detail under “Background.” However, our Board currently believes that there may not
be sufficient time to complete a Business Combination by August 16, 2023. Therefore, our Board has determined that it is in the best
interests of the Company and its shareholders to amend the Amended and Restated Memorandum and Articles of Association to extend the
date that we have to consummate a Business Combination through up to six separate one-month extensions through to February 16, 2024 (the “Extended Date”) in order
to provide our shareholders with the chance to participate in an investment opportunity.
The
Company reserves the right at any time to cancel the EGM and not to submit to its shareholders the Extension Amendment Proposal or the Trust Agreement Amendment Proposal and not implement the Extension. In the event the EGM is cancelled and
the Company cannot implement the Extension, and a Business Combination has not been completed, the Company will dissolve
and liquidate in accordance with its Amended and Restated Memorandum and Articles of Association.
In
connection with the Extension Amendment Proposal, public shareholders may elect to redeem their shares of Class A ordinary shares issued
in our initial public offering (“IPO”), which shares we refer to as the “public shares”, for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”),
including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which
election we refer to as the “Election”, regardless of whether such public shareholders vote on the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the remaining holders of public shares will retain
their right to redeem their public shares when a Business Combination is submitted to the shareholders, subject to any limitations
set forth in our Amended and Restated Memorandum and Articles of Association, as amended by the Extension Amendment Proposal. In addition, public shareholders who do not make the Election would be entitled to have
their public shares redeemed for cash if the Company has not completed a Business Combination by the Extended Date. Our Sponsor
owns 2,875,000 Class B ordinary shares (the “founder shares”) that were issued to the Sponsor prior to our IPO.
If
the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor or its designees have agreed
to contribute to us a loan (the “Extension Loan”) for the lesser of (i) $60,000 or (ii) $0.05 for each public share
not redeemed in connection with the Extension Amendment Proposal for each one-month extension until February 16, 2024, to be deposited
into the Trust Account. The redemption amount per share at the meeting for such Business Combination or the Company’s liquidation
will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension.
The
Extension Loan is conditioned upon the implementation of the Extension Amendment Proposal. No Extension Loan will occur if the Extension
Amendment Proposal is not approved or if the Extension is not completed. The Extension Loan will not bear interest and will be repayable
by the Company to the Sponsor or its designees upon consummation of a Business Combination. If we opt not to utilize the Extension,
then we will liquidate and dissolve promptly in accordance with our Amended and Restated Memorandum and Articles of Association, and
our Sponsor’s obligation to make additional contributions will terminate.
We
will not proceed with the Extension if redemptions
of our public shares would cause the Company to exceed the Redemption Limitation. If there are significant requests for redemption such that the Company’s
net tangible assets would be less than $5,000,001 upon the consummation of the Extension or of a Business Combination, the Amended and
Restated Memorandum and Articles of Association would prevent the Company from being able to consummate the Extension or a Business Combination
even if all other conditions are met.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and we do not consummate a Business Combination by August 16, 2023 in accordance
with our Amended and Restated Memorandum and Articles of Association, we will (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the ordinary
shares sold as part of the units in the Company’s IPO that was consummated on August 16, 2021 (the “public shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account established by the Company
upon the consummation of the IPO and into which a certain amount of the net proceeds of the IPO, together with certain of the proceeds
of a private placement of warrants simultaneously with the closing date of the IPO, were deposited, including interest earned on the
funds held in the Trust Account and not previously released to the Company (less taxes payable and up to $100,000 of interest to pay
dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish
the rights of the holders of public shares (the “public shareholders”) as shareholders (including the right to receive further
liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company’s remaining shareholders and the Company’s Board, liquidate and dissolve, subject, in each case, to the Company’s
obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law (the foregoing three
actions being referred to herein as to “wind up, redeem and liquidate”).
In
connection with the Extension Amendment Proposal, each public shareholder other than the Sponsor, an officer or a director of the Company
may elect (subject to limitations set forth in our Amended and Restated Memorandum and Articles of Association) to redeem their
public shares upon the approval or effectiveness of the Extension at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
the Company to pay its taxes, divided by the number of then outstanding public shares, and which election we refer to as the “Election.”
An Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension
Amendment Proposal. The public shareholders may make an Election regardless of whether such public shareholders were holders as of the
record date. Public shareholders who do not make the Election would be entitled to have their shares redeemed for cash if we have not
completed our Business Combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR”
or “AGAINST” the Extension Amendment Proposal, if the Extension is implemented and a public shareholder does not make an
Election, they will retain the right to vote on any proposed Business Combination through the Extended Date if the Extension Amendment
Proposal is approved and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account as of two business days prior to the consummation of such Business Combination, including interest
(which interest shall be net of taxes payable), divided by the number of then outstanding public shares, in the event a proposed Business
Combination is completed, subject to certain conditions and limitations. We are not asking you to vote on any proposed Business Combination
at this time.
Based
on the Trust Account balance of approximately $13,125,461 as of the date of this Proxy Statement, without taking into account any interest
accruing after the date hereof, we anticipate that the per-share price at which public shares will be redeemed from cash held in the
Trust Account will be approximately $11.06 at the time of the EGM, before giving effect to any deposits into the Trust Account in connection
with this Extension Amendment Proposal, as described above. The closing price of the public shares on The Nasdaq Capital Market on August
1, 2023, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $10.30. Shareholders
may not be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated
above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell their shares.
Any
withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following
the Election, and the amount remaining in the Trust Account may be only a portion of the approximately $13,125,461 that was in the Trust
Account as of the date of this Proxy Statement. In such event, we may need to obtain additional funds to complete a Business Combination,
and there can be no assurance that such funds will be available on acceptable terms, or at all.
This
Proxy Statement contains important information about the EGM and the Proposals. Please read it carefully and vote your shares.
This
Proxy Statement is dated August 2, 2023, and is expected to be mailed to shareholders on or around August 2, 2023.
Whether
or not you plan to attend the EGM, we urge you to read this material carefully and vote your shares.
August
2, 2023 |
By
Order of the Board of Directors |
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/s/
Jay Madhu |
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Jay
Madhu |
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Chief
Executive Officer |
TABLE
OF CONTENTS
OXBRIDGE
ACQUISITION CORP.
Suite 201, 42 Edward Street
George
Town, Grand Cayman
Cayman
Islands, KY1-9006
PROXY
STATEMENT
EXTRAORDINARY GENERAL MEETING
To be held on August 11, 2023, at 10:00 a.m., Eastern Time
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS
Why
did you send me this proxy statement?
This
Proxy Statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board of Directors
(the “Board”) of Oxbridge Acquisition Corp. (the “Company”), for use at the extraordinary general meeting (the
“EGM”) to be held on August 11, 2023 at 10:00 a.m., Eastern Time, or at any adjournments or postponements thereof.
At
the EGM, you will be asked to vote on a proposal to extend the date by which the Company must consummate an initial business
combination from August 16, 2023 to February 16, 2024 (the “Extended Date”) (or such earlier date as determined
by the Board) through up to six separate one month extensions by amending the Company’s Amended and Restated Memorandum
and Articles of Association. We are a blank check company incorporated as a Cayman Islands exempted company on April 12, 2021, for
the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar initial business
combination with one or more businesses (“Business Combination”). Pursuant to our Amended and Restated Memorandum
and Articles of Association as amended to date we currently have until August 16, 2023 to consummate an initial business
combination. Our Board believes that it is in the best interests of the shareholders that we continue our existence until the
Extended Date (or such earlier date as determined by the Board) in order to allow us more time to complete our initial business
combination.
In addition to considering
the extension the Board at the EGM shareholders will be asked to consider and approve a proposal to amend the Company’s investment
management trust agreement, dated as of August 11, 2021, by and between the Company and Continental Stock Transfer & Trust Company
to allow the Company to extend its termination date up to six (6) times for one (1) month each time from August 16, 2023 to February
16, 2024 by depositing into the trust account for each additional one-month extension, the lesser of (a) $60,000 and (b) $0.05 for each
Class A ordinary share outstanding after giving effect to the Redemption.
This
Proxy Statement summarizes the information that you need to make an informed decision on the proposals to be considered at the EGM.
What
is included in these materials?
These
materials include:
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This
Proxy Statement for the EGM; and |
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A
proxy card. |
What
proposals will be addressed at the EGM?
Shareholders
will be asked to consider the following proposals at the EGM:
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1. |
A
special resolution to extend the date by which the Company must consummate an initial business combination, by allowing the Company to elect to extend the period to consummate an initial business combination up to six times,
each by an additional one-month period, for a total of up to six months, to February 16, 2024 (or such earlier date as determined by the Board) (the “Extension”) by amending
the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”); |
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2. |
A proposal to approve an amendment the Company’s
investment management trust agreement, dated as of August 11, 2021, as amended to date, by and between the Company and Continental
Stock Transfer & Trust Company allowing
the Company to extend the Company’s termination date for an additional six one month extensions until February 16, 2024 (the
“Trust Agreement Amendment Proposal”); and |
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3. |
An
ordinary resolution to approve the adjournment of the EGM to a later date or dates, if necessary
or convenient, either (x) to permit further solicitation and vote of proxies and if, based
upon the tabulated vote at the time of the EGM, there are insufficient votes to approve the
Extension Amendment Proposal, (y) to permit
withdrawals by public shareholders of their elections to redeem their public shares or to
enable the Company’s sponsor, OAC Sponsor, Ltd. (the “Sponsor”),
its investors, our directors, officers, advisors or any of their respective affiliates to
undertake share purchases or other transactions for the purpose of limiting the number of
public shares electing to redeem or (z) if the Board determines before the EGM that it is
not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal
(the “Adjournment Proposal” and, together with the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal, the “Proposals”).
If the Adjournment Proposal is presented at the EGM, such proposal will be the only proposal
presented at the EGM.
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We
will not proceed with the Extension if redemptions
of our public shares would cause the Company to exceed limitations set forth in our Amended and Restated Memorandum and Articles of
Association. If the Extension Amendment Proposal is approved and the Extension is implemented, any withdrawal of amounts from the
Company’s trust account (the “Trust Account”) in connection with the redemptions will reduce the amount held in the
Trust Account following the redemptions. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment
Proposal is approved and the amount remaining in the Trust Account may be only a portion of the approximately $13,125,461 that was in
the Trust Account as of the date of this Proxy Statement. In such event, we may need to obtain additional funds to complete a Business
Combination, and there can be no assurance that such funds will be available on acceptable terms, or at all.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and we do not consummate a Business Combination by August 16, 2023 in accordance
with our Amended and Restated Memorandum and Articles of Association, we will wind up, redeem and liquidate. There will be no redemption
rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the
event of a liquidation, holders of our founder shares, including our Sponsor and our directors and officers, will not receive any monies
held in the Trust Account as a result of their ownership of the founder shares.
How
does the Board recommend that I vote?
Our
Board unanimously recommends that all shareholders vote “FOR” the Extension Amendment Proposal, “FOR”
the Trust Agreement Amendment Proposal and “FOR” the Adjournment Proposal.
Why
is the Company proposing the Extension Amendment Proposal and the Trust Agreement Amendment Proposal?
Our
Amended and Restated Memorandum and Articles of Association provides for the return of the funds held in the Trust Account to the holders
of public shares if there is no qualifying Business Combination consummated by August 16, 2023.
The
purpose of the Extension is to allow us more time to complete a Business Combination. On February 28, 2023, the Company announced a proposed
Business Combination with Jet Token Inc. (“Jet”), as described in further detail under “Background.” However,
our Board currently believes that there may not be sufficient time to complete a Business Combination by August 16, 2023. Therefore,
our Board has determined that it is in the best interests of the Company and its shareholders to amend the Amended and Restated Memorandum
and Articles of Association to extend the date that we have to consummate a Business Combination to the Extended Date in order to provide
our shareholders with the chance to participate in an investment opportunity.
Accordingly, our Board is
proposing to extend the date by which the Company must consummate a Business Combination from August 16, 2023 to February 16, 2024, which
is the “Extended Date,” through up to six separate one month extensions by amending the Company’s Amended and Restated Memorandum and Articles of Association,
in the form set forth in the first resolution in Annex A.
You
are not being asked to vote on a Business Combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination, you
will retain the right to vote on a Business Combination when it is submitted to shareholders and the right to redeem your public
shares for cash in the event a Business Combination is approved and completed or we have not consummated a Business Combination
by the Extended Date.
Public
shareholders may elect (the “Election”) to redeem their public shares for a per-share price (“the “Per-Share
Redemption Price”), payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares,
regardless of whether such public shareholder votes “FOR” or “AGAINST” the Extension Amendment Proposal.
If
both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is completed, we will, pursuant to the investment management
trust agreement, remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares
properly redeemed in connection with the shareholder vote on the Extension Amendment Proposal multiplied by the Per-Share Redemption
Price and retain the remainder of the funds in the Trust Account for our use in connection with consummating a Business Combination
on or before the Extended Date.
If both
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is implemented,
the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in
the Trust Account following the Election. We cannot predict the amount that will remain in the Trust Account following
the completion of the Extension and the amount remaining in the Trust Account may be only a small fraction of the
approximately $13.1 million that was in the Trust Account as of July 14, 2023. In such event, we may need to obtain
additional funds to complete a Business Combination, and there can be no assurance that such funds will be available on terms
acceptable to the parties or at all.
What
amount will holders receive upon consummation of a subsequent Business Combination or liquidation if the Extension Amendment Proposal
is approved?
If
the Extension Amendment Proposal is approved and the Board decides to implement the Extension, the Sponsor or its designees have agreed
to contribute to us a loan (the “Extension Loan”) for the lesser of (i) $60,000 or (ii) $0.05 for each public share
not redeemed in connection with the Extension Amendment Proposal for each one-month extension until February 16, 2024, to be deposited
into the Trust Account. The redemption amount per share at the meeting for such Business Combination or the Company’s liquidation
will depend on the number of public shares that remain outstanding after redemptions in connection with the Extension.
The
Extension Loan is conditioned upon the implementation of the Extension Amendment Proposal. No Extension Loan will occur if the Extension
Amendment Proposal is not approved or if the Extension is not completed. The Extension Loan will not bear interest and will be repayable
by the Company to the Sponsor or its designees upon consummation of a Business Combination. If we opt not to utilize the Extension, then
we will liquidate and dissolve promptly in accordance with our Amended and Restated Memorandum and Articles of Association, and our Sponsor’s
obligation to make additional contributions will terminate.
Why
should I vote “FOR” the Adjournment Proposal?
If the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the EGM to a later date or dates, if necessary or convenient, either (x) to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the EGM, there are insufficient votes to approve, or otherwise in connection with, the Extension Amendment Proposal or to provide additional time to effectuate the Extension, (y) to permit withdrawals by public shareholders of their elections to redeem their public shares or to enable the Sponsor, its investors, our directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions for the purpose of limiting the number of public shares electing to redeem or (z) if the Board determines before the EGM that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.
If presented, our Board recommends that you vote in favor of the Adjournment Proposal.
When
would the Board abandon the Extension?
Our
Board will abandon the Extension if our shareholders do not approve the Extension Amendment Proposal or if the EGM is cancelled.
How
do the Company insiders intend to vote their shares?
Our
Sponsor owns an aggregate of 2,875,000 founder shares. Such founder shares represent 68.8% of our issued and outstanding shares.
The
founder shares carry voting rights in connection with the Extension Amendment Proposal
and the Adjournment Proposal, and we have been informed by our Sponsor, our directors and officers and the other holders of the founder
shares that they intend to vote in favor of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and
the Adjournment Proposal.
Subject
to applicable securities laws (including with respect to material nonpublic information), the Sponsor, its investors, our directors,
officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including
those who vote, or indicate an intention to vote, against any of the Proposals presented at the EGM, or elect to redeem, or indicate
an intention to redeem, public shares), (ii) enter into transactions with such investors and others to provide them with incentives
to not redeem their public shares, or (iii) execute agreements to purchase such public shares from such investors or enter into
non-redemption agreements in the future. In the event that the Sponsor, its investors, our directors, officers, advisors or any of their
respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they
(a) would purchase the public shares at a price no higher than the price offered through the Company’s redemption process
(i.e., approximately $11.06 per share, based on the Trust Account balance as of the date of this Proxy Statement, which includes all
deposits into the Trust Account through August 16, 2023 pursuant to the terms of the Extension, but without taking into account any interest
accruing after the date hereof); (b) would represent in writing that such public shares will not be voted in favor of approving
the Extension Amendment Proposal; and (c) would waive in writing any redemption
rights with respect to the public shares so purchased.
To
the extent any such purchases by the Sponsor, its investors, our directors, officers, advisors or any of their respective affiliates
are made in situations in which the tender offer rules restrictions on purchases apply, we will disclose in a Current Report on Form
8-K prior to the EGM the following: (i) the number of public shares purchased outside of the redemption offer, along with the purchase
price(s) for such public shares; (ii) the purpose of any such purchases; (iii) the impact, if any, of the purchases on the
likelihood that the Extension Amendment Proposal and the Trust Agreement Amendment Proposal will be approved; (iv) the
identities of the securityholders who sold to the Sponsor, its investors, our directors, officers, advisors or any of their respective
affiliates (if not purchased on the open market) or the nature of the securityholders (e.g., 5% security holders) who sold such public
shares; and (v) the number of public shares for which the Company has received redemption requests pursuant to its redemption offer.
The
purpose of such share purchases and other transactions would be to increase the likelihood of limiting the number of public shares electing
to redeem.
If
such transactions are effected, the consequence could be to cause the Extension Amendment Proposal and the Trust Agreement Amendment to be effectuated in circumstances where such effectuation could not otherwise
occur. Consistent with guidance of the U.S. Securities and Exchange Commission (“SEC”), purchases of shares by the
persons described above would not be permitted to be voted for the Extension Amendment Proposal or the Trust Agreement Amendment Proposal at the EGM and could decrease the chances that the Extension Amendment Proposal and the Trust Agreement Amendment Proposal would be approved. In addition, if such purchases are made, the public “float”
of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or
obtain the quotation, listing or trading of our securities on a national securities exchange.
Any
public shares purchased by the Sponsor, its investors,
our directors, officers, advisors or any of their respective affiliates in situations in which the tender offer rules restrictions on
purchases would apply would not be voted in favor of approving the Extension Amendment Proposal or the Trust Agreement Amendment Proposal.
Who
may vote at the EGM?
Holders
of the Company’s Class A ordinary shares, par value $0.0001 per share (“public shares”) and the Company’s Class
B ordinary shares, par value $0.0001 per share (“founder shares”, together with public shares, “Ordinary Shares”)
as of the close of business on June 23, 2023, the Record Date, are entitled to vote at the EGM. As of the Record Date, there were 4,176,952
Ordinary Shares, including 1,301,952 public shares and 2,875,000 founder shares, issued and outstanding.
How
many votes must be present to hold the EGM?
Your
shares are counted as present at the EGM if you attend the EGM or if you properly submit your proxy. On June 23, 2023, there were 4,176,952
Ordinary Shares, including 1,301,952 public shares and 2,875,000 founder shares, outstanding and entitled to vote. In order for
us to conduct the EGM, the holders of one-third of the Ordinary Shares must be present at the EGM, either in person or by proxy. This
is referred to as a quorum. Consequently, approximately 1,392,317 Ordinary Shares must be present at the EGM to constitute a quorum.
How
many votes do I have?
Each
Ordinary Share (including founder shares) is entitled to one vote on the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and Adjournment Proposal. Information about the shareholdings of our directors and executive officers is
contained in the section of this Proxy Statement entitled “Security Ownership of Certain Beneficial Owners and Management.”
What
is the difference between a shareholder of record and a beneficial owner of shares held in street name?
Shareholder
of Record. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer
& Trust Company, you are considered the shareholder of record with respect to those shares, and the proxy materials were sent directly
to you by the Company.
Beneficial
Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar
organization, then you are the beneficial owner of shares held in “street name,” and the proxy materials were forwarded to
you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the
EGM. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. Those instructions
are contained in a “vote instruction form.”
What
is the proxy card?
The
proxy card enables you to appoint Jay Madhu and Wrendon Timothy, our Chief Executive Officer and Chief Financial Officer, as your representatives
at the EGM. By completing and returning the proxy card, you are authorizing each of Mr. Madhu and Mr. Timothy to vote your shares at
the EGM in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the EGM.
Even if you plan to attend the EGM, it is strongly recommended that you complete and return your proxy card before the EGM date in case
your plans change. If a proposal comes up for vote at the EGM that is not on the proxy card, the proxies will vote your shares, under
your proxy, according to their best judgment.
If
I am a shareholder of record of the Company’s shares, how do I vote?
There
are two ways to vote:
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Online.
If you are a shareholder of record, you may vote online before the EGM, or vote at the EGM. |
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By
Mail. You may vote by proxy by filling out the proxy card and sending it back in the envelope provided. |
If
I am a beneficial owner of shares held in street name, how do I vote?
There
are three ways to vote:
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In
Person at the EGM. If you are a beneficial owner of shares held in street name and you wish to vote at the EGM, you must
obtain a legal proxy from the brokerage firm, bank, broker-dealer or other similar organization that holds your shares. Please contact
that organization for instructions regarding obtaining a legal proxy. |
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By
mail. You may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage
firm, bank, broker-dealer or other similar organization that holds your shares. |
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Over
the Internet. You may vote by proxy by submitting your proxy over the Internet (if those options are available to you) in accordance
with the instructions on the enclosed proxy card or voting instruction card. This is allowed if you hold shares in street name and
your bank, broker or other nominee offers those alternatives. Although most banks, brokers and other nominees offer these voting
alternatives, availability and specific procedures vary. |
Will
my shares be voted if I do not provide my proxy?
If
you hold your shares directly in your own name, they will not be voted if you do not provide a proxy.
Brokerage
firms generally have the authority to vote shares not voted by customers on certain “routine” matters. Brokers are prohibited
from exercising discretionary authority on non-routine matters. Each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is considered
a non-routine matter, and therefore brokers cannot exercise discretionary authority regarding this proposal for beneficial owners who
have not returned proxies to the brokers (so-called “broker non-votes”). In the case of broker non-votes, and in cases where
you abstain from voting on a matter when present at the EGM and entitled to vote, those shares will still be counted for purposes of
determining if a quorum is present.
What
vote is required for the Extension Amendment Proposal?
The
Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of
at least two-thirds of the shareholders who attend and vote at the EGM. Abstentions and broker non-votes will have no effect on
this proposal, assuming that a quorum is present.
You
will be entitled to redeem your public shares for cash and elect to redeem your public shares for a pro rata portion of the funds available
in the Trust Account in connection with the Extension Amendment Proposal.
What vote is required for the Trust Agreement
Amendment Proposal?
The
Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the outstanding
Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.
What
vote is required for the Adjournment Proposal?
The
Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority
of the shareholders who attend and vote at the EGM. Abstentions and broker non-votes will have no effect
on this proposal, assuming that a quorum is present.
What
interests do the Company’s initial shareholders, directors and officers have in the approval of the Proposals?
Our
initial shareholders, directors and officers have interests in the Proposals that may be different from, or in addition to, your
interests as a shareholder. These interests include ownership of 2,875,000 founder shares. See the section entitled “The
Extension Amendment Proposal — Interests of our Initial Shareholders, Directors and Officers”.
What
happens if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved?
Unless
both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Extension will not be completed.
Our
Amended and Restated Memorandum and Articles of Association as amended to date provide that we will have until August 16, 2023 to complete our
initial business combination, or such later time as the members of the Company may approve in accordance with the Amended and Restated
Memorandum and Articles of Association. If we are unable to complete our initial business combination by such deadline we will: (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,
redeem 100% of the shares of Class A ordinary shares in consideration of a per-share price, payable in cash, equal to the amount then
on deposit in the Trust Account, including interest (which interest shall be net of taxes payable, less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Class A ordinary shares, which redemption will completely extinguish
rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law,
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the
Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Law, to provide for claims
of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to
our warrants or rights, which will expire worthless if we fail to complete our initial business combination by the deadline set forth
under our Amended and Restated Memorandum and Articles of Association.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, what happens next?
If
the Extension Amendment Proposal and the Trust Agreement Amendment Are approved and the Extension is completed, the Company will
have until the Extended Date to complete our initial Business Combination.
If
both the Extension Amendment Proposal and the Trust Agreement Amendment are approved, we will, pursuant to the investment management trust agreement, remove
the Withdrawal Amount from the Trust Account, deliver to the holders that have made the Election their portions of the Withdrawal
Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating an initial business
combination on or before the Extended Date.
If
both the Extension Amendment Proposal and the Trust Agreement Amendment are approved and the Extension is implemented, the removal of the Withdrawal Amount
from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election,
which will also increase the percentage interest in the Ordinary Shares held by the Company’s initial shareholders, directors and
officers and their respective affiliates. We cannot predict the amount that will remain in the Trust Account if the Extension
Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately
$13.1 million that was in the Trust Account as of July 14, 2023. In such event, we may need to obtain additional funds
to complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the
parties or at all.
Notwithstanding
shareholder approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
at any time without any further action by our shareholders.
How
do I exercise my redemption rights?
If
the Extension is implemented, public shareholders may seek to redeem their public shares for the Per-Share Redemption Price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses
and which interest shall be net of taxes payable), divided by the number of then outstanding public shares, regardless of whether such
public shareholder votes “FOR” or “AGAINST” the Extension Amendment Proposal or any other Proposal.
In
connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to the transfer
agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004-1561,
Attn: Mark Zimkind, mzimkind@continentalstock.com, at least two business days prior to the EGM or to deliver your shares to the transfer
agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely
be determined based on the manner in which you hold your shares.
Certificates
that have not been tendered in accordance with these procedures at least two business days prior to the EGM will not be redeemed for
cash. In the event that a public shareholder tenders its shares and decides that it does not want to redeem its public shares, such shareholder
may withdraw the tender. If you delivered your public shares for redemption to the transfer agent and decide prior to the EGM not to
redeem your public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such
request by contacting our transfer agent at the address listed above.
What
happens to the Company’s outstanding warrants if the Extension Amendment Proposal is not approved?
If
the Extension Amendment Proposal is not approved and we do not consummate a Business Combination by August 16, 2023 in accordance with
our Amended and Restated Memorandum and Articles of Association, we will wind up, redeem and liquidate.
There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our
winding up.
What
happens to the Company’s outstanding warrants if the Extension Amendment Proposal is approved?
If
the Extension Amendment Proposal is approved, we will retain the blank check company restrictions previously applicable to us and continue
to attempt a Business Combination by the Extended Date.
All
public warrants will remain outstanding and will become exercisable for one ordinary share 30 days after the completion of a Business
Combination at an initial exercise price of $11.50 per warrant for a period of five years, provided that we have an effective registration
statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the shares issuable upon exercise
of the warrants and a current prospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis).
If
I do not exercise my redemption rights now, would I still be able to exercise my redemption rights in connection with a proposed Business
Combination?
Unless
you elect to redeem your shares at this time, you will be able to exercise redemption rights in respect of any future Business Combination,
subject to any limitations set forth in our Amended and Restated Memorandum and Articles of Association.
How
are votes counted?
You
may vote “FOR,” “AGAINST,” or “ABSTAIN” on each Proposal. If you provide specific instructions with regard to the Proposals, your shares will be voted as your instruct
on such Proposals.
If
you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute
“broker non-votes.” Broker non-votes occur when brokers or others hold shares in street name for a beneficial owner that
has not provided instructions on how to vote on a particular matter. Matters on which a broker is not permitted to vote without
instructions from the beneficial owner and instructions are not given are referred to as “non-routine” matters. The
Extension Amendment Proposal and the Trust Agreement Amendment Proposal and the
Adjournment Proposal are each “non-routine.” In tabulating the voting result for the Proposals, shares that
constitute broker non-votes and abstentions are not considered votes cast on any of the Proposals.
Can
I change my vote after I have voted?
You
may revoke your proxy and change your vote at any time before the final vote at the EGM. You may vote again by signing and returning
a new proxy card or vote instruction form with a later date or by attending the EGM and voting online if you are a shareholder of record.
However, your attendance at the EGM will not automatically revoke your proxy unless you vote again at the EGM or specifically request
that your prior proxy be revoked by delivering to the Company’s Secretary at Suite 201, 42 Edward Street, George Town, Grand Cayman,
Cayman Islands, KY1-9006 a written notice of revocation prior to the EGM.
Please
note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank
or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker, bank
or other nominee. If your shares are held in street name, and you wish to attend the EGM and vote at the EGM, you must bring to the EGM
a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving
you the right to vote your shares.
What
happens if I do not indicate how to vote my proxy?
If
you sign your proxy card without providing further instructions, this will be treated as an abstention and will have no effect on any
of the Proposals.
Is
my vote kept confidential?
Proxies,
ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed except as may be necessary to
meet legal requirements.
What
should I do if I receive more than one set of voting materials?
You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards or voting
instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold
your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which
you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast
a vote with respect to all of your Company shares.
Where
do I find the voting results of the EGM?
We
will announce preliminary voting results at the EGM. The final voting results will be tallied by the inspector of election and published
in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following
the EGM.
Who
bears the cost of soliciting proxies?
We
will pay for the entire cost of soliciting proxies from our working capital. In addition to these mailed proxy materials, our directors
and officers may also solicit proxies in person, online, by telephone or by other means of communication. These parties will not
be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost
of forwarding proxy materials to beneficial owners. While the payment of these expenses will reduce the cash available to us to consummate
an Business Combination if the Extension is approved, we do not expect such payments to have a material effect on our ability
to consummate an Business Combination.
Who
can help answer my questions?
If
you have questions about the Proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card you
should
contact us at:
Oxbridge
Acquisition Corp.
Suite 201, 42 Edward Street
George
Town, Grand Cayman
Cayman Islands, KY1-9006
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section
entitled “Where You Can Find More Information”.
THE
EXTRAORDINARY GENERAL MEETING
We
are furnishing this Proxy Statement to you as a shareholder of Oxbridge Acquisition Corp. as part of the solicitation of proxies
by our Board for use at our EGM to be held on August 11, 2023, or any adjournment or postponement thereof.
All
shareholders as of the Record Date, June 23, 2023, or their duly appointed proxies, may attend the EGM. The EGM will be in person at
Suite 201, 42 Edward Street, George Town, Grand Cayman, Cayman Islands, KY1-9006. If you were a shareholder as of the close of business
on June 23, 2023, you may attend the EGM. As a registered shareholder, you will receive a proxy card with this Proxy Statement.
The proxy card contains instructions on how to vote your shares online, including the website along with your control number. You will
need your control number to vote online.
If
you do not have your control number, contact our transfer agent, Continental Stock Transfer & Trust Company, by telephone at (917)
262-2373 or by email at proxy@continentalstock.com. If your Ordinary Shares are held by a bank, broker or other nominee, you will need
to contact your bank, broker or other nominee and obtain a legal proxy. Once you have received your legal proxy, you will need to contact
Continental Stock Transfer & Trust Company to have a control number generated. Please allow up to 72 hours for processing your request
for a control number.
Date,
Time, Place and Purpose of the EGM
The
EGM will be held on August 11, 2023, at 10:00 a.m., Eastern Time. For purposes of the Amended and Restated Memorandum and Articles
of Association of the Company, the physical place of the meeting shall be at Suite 201, 42 Edward Street, George Town, Grand Cayman,
Cayman Islands, KY1-9006. You will be able to attend and vote your shares. You are cordially invited to attend the EGM, at which shareholders
will be asked to consider and vote upon the following proposals, which are more fully described in this proxy statement:
1. |
A
special resolution to extend the date by which the Company must consummate an initial business combination, by allowing the Company to elect to extend the period to consummate an initial business combination up to six times,
each by an additional one-month period, for a total of up to six months, to February 16, 2024 (or such earlier date as determined by the Board) (the “Extension”) by amending
the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”); |
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2. |
A proposal to approve an amendment the Company’s
investment management trust agreement, dated as of August 11, 2021, as amended to date by and between the Company and Continental
Stock Transfer & Trust Company, allowing
the Company to extend the Company’s termination date for an additional six one month extensions until February 16, 2024 (the
“Trust Agreement Amendment Proposal”); and |
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3. |
An
ordinary resolution to approve the adjournment of the EGM to a later date or dates, if necessary or convenient, either (x) to permit
further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the EGM, there are insufficient votes
to approve the Extension Amendment Proposal, (y) to permit withdrawals by public
shareholders of their elections to redeem their public shares or to enable the Company’s sponsor, OAC Sponsor Ltd. (the
“Sponsor”), its investors, our directors, officers, advisors or any of their respective affiliates to undertake share
purchases or other transactions for the purpose of limiting the number of public shares electing to redeem or (z) if the Board determines
before the EGM that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal. If the Adjournment Proposal is presented at the EGM, such proposal will be the only proposal presented
at the EGM. |
Record
Date, Voting and Quorum
Our
Board fixed the close of business on June 23, 2023, as the Record Date for the determination of holders of our outstanding Ordinary Shares
entitled to notice of and to vote on all matters presented at the EGM. As of the Record Date, there were 4,176,952 Ordinary Shares, including
1,301,952 public shares and 2,875,000 founder shares, issued and outstanding and entitled to vote. Each share entitles the holder
thereof to one vote. Approximately 1,392,317 Ordinary Shares must be present at the EGM to constitute a quorum.
Required
Vote
The Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote
of a majority of at least two-thirds of the shareholders who attend and vote whether in person or by proxy, at the EGM.
The Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least
65% of the outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class.
The
Adjournment Proposal must be approved by an ordinary resolution, which requires the affirmative vote of a simple majority of the shareholders
as, being entitled to do so, vote in person or by proxy at the EGM.
Abstentions
and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast and will have
no effect on the outcome of the vote on the Proposals. Failure to vote by proxy or to vote in person at the general meeting will have
no effect on the outcome of the vote on the Proposals.
Voting
You
can vote your shares at the EGM by proxy or in person online.
You
can vote by proxy by having one or more individuals who will be at the EGM vote your shares for you. These individuals are called “proxies”
and using them to cast your ballot at the EGM is called voting “by proxy.”
If
you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided
or (ii) submit your proxy over the Internet in accordance with the instructions on the enclosed proxy card or voting instruction card.
If
you complete the proxy card and mail it in the envelope provided or submit your proxy over the Internet as described above, you will
designate the Chief Executive Officer and Chief Financial Officer, each to act as your proxy at the EGM. One of them will then vote your
shares at the EGM in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with
respect to the Proposals presented in this Proxy Statement. Proxies will extend to, and be voted at, any adjournment(s)
or postponement(s) of the EGM.
Alternatively,
you can vote your shares in person by attending the EGM in person. While we know of no other matters to be acted upon at this EGM, it
is possible that other matters may be presented at the EGM. If that happens and you have signed and not revoked a proxy card, your proxy
will vote on such other matters in accordance with the best judgment of Mr. Madhu or Mr. Timothy.
A
special note for those who plan to vote online: if your shares are held in the name of a broker, bank or other nominee, you must either
direct the record holder of your shares to vote your shares or obtain a legal proxy from the record holder to vote your shares at the
EGM.
Our
Board is asking for your proxy. Giving the Board your proxy means you authorize it to vote your shares at the EGM in the manner you direct.
You may vote for, against, or abstain from voting for each proposal. All valid proxies received prior to the EGM will be voted. All shares
represented by a proxy will be voted, and where a shareholder specifies by means of the proxy a choice with respect to any matter to
be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, Ordinary
Shares will be voted “FOR” the Extension Amendment Proposal and the Adjournment
Proposal.
Shareholders
who have questions or need assistance in completing or submitting their proxy cards should contact our Secretary, Wrendon Timothy, at
(345) 749-7569.
Shareholders
who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either
direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at
the EGM.
Revocability
of Proxies
Any
proxy may be revoked by the person giving it at any time before the polls close at the EGM. A proxy may be revoked by filing with our
Chief Executive Officer (Oxbridge Acquisition Corp., Suite 201, 42 Edward Street, George Town, Grand Cayman, Cayman Islands, KY1-9006)
either (i) a written notice of revocation bearing a date later than the date of such proxy or (ii) a subsequent proxy relating to the
same shares, or (iii) by attending the EGM and voting in person.
Simply
attending the EGM will not constitute revocation of your proxy. If your shares are held in the name of a broker or other nominee who
is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.
Attendance
at the EGM
Only
holders of Ordinary Shares, their proxy holders and guests we may invite may attend the EGM. If you wish to attend the EGM but you hold
your shares through someone else, such as a broker, you must submit proof of your ownership and identification with a photo at the EGM.
For example, you may submit an account statement showing that you beneficially owned Ordinary Shares as of the Record Date as acceptable
proof of ownership. In addition, you must submit a legal proxy from the broker, bank or other nominee holding your shares, confirming
your beneficial ownership of the shares and giving you the right to vote your shares.
Solicitation
of Proxies; Expenses
The
cost of preparing, assembling, printing and mailing the Proxy Statement and the accompanying form of proxy, and the cost of soliciting
proxies relating to the EGM, will be borne by the Company. Some banks and brokers have customers who beneficially own Ordinary Shares
listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for
their reasonable out-of-pocket expenses for such solicitations. The solicitation of proxies by mail may be supplemented by telephone,
email and personal solicitation by officers, directors and regular employees of the Company, but no additional compensation will be paid
to such individuals.
No
Right of Dissent or Appraisal
Neither
Cayman Islands law nor our Amended and Restated Memorandum and Articles of Association provide for appraisal or other similar rights
for dissenting shareholders in connection with any of the Proposals to be voted upon at the EGM. Accordingly, our shareholders will have
no right to dissent and obtain payment for their shares.
Principal
Offices
Our
principal executive offices are located at Oxbridge Acquisition Corp., Suite 201, 42 Edward Street, George Town, Grand Cayman, Cayman
Islands, KY1-9006. Our telephone number at such address is (345) 749-7570.
FORWARD-LOOKING
STATEMENTS
Some
of the statements contained in this Proxy Statement constitute forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends
and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect our current views with respect
to, among other things, our capital resources and results of operations. Likewise, our financial statements and all of our statements
regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking
statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,”
“continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative
version of these words or other comparable words or phrases.
The
forward-looking statements contained in this Proxy Statement reflect our current views about future events and are subject to
numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ
significantly from those expressed in any forward-looking statement. We do not guarantee that the transactions and events described will
happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events
to differ materially from those set forth or contemplated in the forward-looking statements:
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our
ability to complete an initial business combination; |
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the occurrence of any event, change or other circumstances
that could delay an initial business combination; |
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the
anticipated benefits of an initial business combination; |
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the
volatility of the market price and liquidity of our securities; |
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our public securities’ potential liquidity and
trading; |
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the
use of funds not held in the Trust Account; |
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the possibility of third-party claims against the Trust
Account; |
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the
competitive environment in which our successor will operate following an initial business combination; |
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changes in applicable laws or regulations; and |
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proposed
changes in SEC rules related to special purpose acquisition companies (“SPACs”). |
While
forward-looking statements reflect our good faith beliefs, they are not guarantees of future performance. We disclaim any obligation
to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information,
data or methods, future events or other changes after the date of this Proxy Statement, except as required by applicable law. For a further
discussion of these and other factors that could cause our future results, performance or transactions to differ significantly from those
expressed in any forward-looking statement, please see the section entitled “Risk Factors” below, as well as in our
Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on February 22, 2023, our Quarterly Report on
Form 10-Q for the quarter ended March 31, 2023, as filed with the SEC on May 12, 2023, our Registration Statement (as amended) on Form
S-4, with the most recent amendment (Amendment No. 6) to that Registraoitn Statement filed with the SEC on July 26, 2023,
and in other reports we file with the SEC. You should not place undue reliance on any forward-looking statements, which are based only
on information currently available to us (or to third parties making the forward-looking statements).
RISK
FACTORS
You
should consider carefully all of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed
with the SEC on February 22, 2023, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, as filed with the SEC on May
12, 2023, our Registration Statement (as amended) on Form S-4, with the most recent amendment (Amendment No. 6) to that Registraoitn
Statement filed with the SEC on July 7, 2023, and in other reports we file with the SEC before making a decision to invest in our
securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially
adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose
all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we
face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important
factors that adversely affect our business, financial condition and operating results or result in our liquidation.
We
may not be able to complete our Business Combination by the Extended Date, even if the Extension Amendment Proposal is approved by our
shareholders, in which case, we would cease all operations except for the purpose of winding up and we would redeem our public shares
and liquidate.
We
may not be able to complete our Business Combination by the Extended Date, even if the Extension Amendment Proposal is approved by our
shareholders. Our ability to complete our Business Combination may be negatively impacted by general market conditions, volatility in
the capital and debt markets and the other risks described herein, in our Annual Report on Form 10-K filed with the SEC on February 22,
2023, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, as filed with the SEC on May 12, 2023, our Registration
Statement (as amended) on Form S-4, with the most recent amendment (Amendment No. 6) to that Registraoitn Statement, and in other
reports that we file with the SEC. If we have not completed our Business Combination within such time period, we will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses),
divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our Board, liquidate and dissolve, subject,
in each case, to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law
(which foregoing three actions we refer to in this Proxy Statement as “wind up, redeem and liquidate”). Additionally, there
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our
winding up.
There
are no assurances that the Extension will enable us to complete a Business Combination.
Approving
the Extension involves a number of risks. Even if the Extension is approved, the Company can provide no assurances that a Business
Combination will be consummated prior to the Extended Date. Our ability to consummate a Business Combination is dependent
on a variety of factors, many of which are beyond our control. If the Extension is approved, the Company expects to seek shareholder
approval of a Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with
the Extension Amendment Proposal, and we will be required to offer shareholders redemption rights again in connection with any shareholder
vote to approve a Business Combination. Even if the Extension or a Business Combination are approved by our shareholders,
it is possible that redemptions will leave us with insufficient cash to consummate a Business Combination on commercially acceptable
terms, or at all. The fact that we will have separate redemption periods in connection with the Extension and a Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders
may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile,
and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.
The
SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential
business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time
needed to complete a Business Combination and may constrain the circumstances under which we could complete a Business Combination.
The need for compliance with the SPAC Rule Proposals (as defined below) may cause us to liquidate the funds in the trust account
or liquidate the Company at an earlier time than we might otherwise choose.
On
March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to: disclosures
in SEC filings in connection with business combination transactions between SPACs
such as us and private operating companies; the financial statement requirements applicable to transactions involving shell companies;
the use of projections in SEC filings in connection with proposed business combination transactions; the potential liability of certain
participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the
Investment Company Act of 1940, as amended (the “Investment Company Act”), including a proposed rule that would provide SPACs
a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition,
business purpose and activities. The SPAC Rule Proposals have not yet been adopted and may be adopted in the proposed form or in a different
form that could impose additional regulatory requirements on SPACs.
Certain
of the procedures that we, a potential initial business combination target, or others may determine to undertake in connection with the
SPAC Rule Proposals, or pursuant to the SEC’s views expressed in the SPAC Rule Proposals, may increase the costs and time of negotiating
and completing a Business Combination, and may make it more difficult to complete a Business Combination. The need for
compliance with the SPAC Rule Proposals may cause us to liquidate the funds in the Trust Account or liquidate the Company at an
earlier time than we might otherwise choose.
If
we are deemed to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance
requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate a Business Combination and liquidate the Company.
As
described further above, the SPAC Rule Proposals relate, among other matters, to the circumstances in which SPACs such as the Company
could potentially be subject to the Investment Company Act and the regulations thereunder. The SPAC Rule Proposals would provide a safe
harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company
Act, provided that a SPAC satisfies certain criteria, including a limited time period to announce and complete a business combination.
Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing
that it has entered into an agreement with a target company for a business combination no later than 18 months after the effective date
of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then
be required to complete a business combination no later than 24 months after the effective date of the IPO Registration Statement.
Because
the SPAC Rule Proposals have not yet been adopted, there is currently uncertainty concerning the applicability of the Investment Company
Act to a SPAC, including a company like ours, where it has been less than 18 months since the effective date of its IPO Registration
Statement. We do not believe that our principal activities will subject us to regulation as an investment company under the Investment
Company Act. However, if we are deemed to be an investment company and subject to compliance with and regulation under the Investment
Company Act, our activities would be severely restricted. In addition, we would be subject to additional burdensome regulatory requirements
and expenses for which we have not allotted funds. As a result, if we are deemed an investment company under the Investment Company Act,
we may abandon our efforts to consummate a Business Combination and instead liquidate the Company.
To
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time,
instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash
until the earlier of the consummation of a Business Combination or our liquidation. As a result, following the liquidation of
securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would
reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.
The
funds in the Trust Account are held only in U.S. government treasury obligations with a maturity of 185 days or less or in money
market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment
Company Act. However, to mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may,
at any time, instruct the trustee with respect to the Trust Account to liquidate the U.S. government treasury obligations or money market
funds held in the Trust Account and thereafter, to hold all funds in the Trust Account in cash until the earlier of consummation of a Business Combination or liquidation of the Company. Following such liquidation of the securities held in the Trust Account,
we would likely receive minimal interest, if any, on the funds held in the Trust Account. However, interest previously earned on the
funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result,
any decision to liquidate the securities held in the Trust Account and thereafter, to hold all funds in the Trust Account in cash would
reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of the Company.
In
addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, but in particular following
such anniversary, we may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term
U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary,
the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate the
Company. The risk of being deemed subject to the Investment Company Act increases the longer the Company holds securities (i.e., the
longer past two years the securities are held), and also increases to the extent the funds in the Trust Account are not held in
cash. Accordingly, we may determine, in our discretion, to liquidate the securities held in the Trust Account at any time, even prior
to the 24-month anniversary, and instead hold all funds in the Trust Account in cash, which would further reduce the dollar amount the
public shareholders would receive upon any redemption or liquidation of the Company.
The
excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our Business
Combination, hinder our ability to consummate a Business Combination, and decrease the amount of funds available
for distribution in connection with a liquidation.
On
August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for,
among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock or shares by publicly traded
domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign corporations. The excise tax is imposed
on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise
tax, repurchasing corporations are permitted to net the fair market value of certain new stock or share issuances against the fair market
value of stock or share repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. Treasury has
been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The
IR Act applies only to repurchases that occur after December 31, 2022.
As
described under “The Extension Amendment Proposal — Redemption Rights,” if the deadline for us to complete a
Business Combination is extended, our public shareholders will have the right to require us to redeem their Class A ordinary shares.
Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination — particularly
one that involves our combination with a U.S. entity and/or our re-domestication as a U.S. corporation — may be subject to the
excise tax. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair
market value of the redemptions and repurchases in connection with the Business Combination, (ii) the structure of the Business
Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the Business Combination
(or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business
Combination) and (iv) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because
the excise tax would be payable by us, and not by the redeeming holder, the mechanics of any required payment of the excise tax have
not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and
in our ability to complete a Business Combination.
Were
we to be considered to be a “foreign person,” we might not be able to complete a Business Combination with a U.S.
target company if such Business Combination is subject to U.S. foreign investment regulations and review by a U.S. government
entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.
Certain
investments that involve the acquisition of, or investment in, a U.S. business by a non-U.S. investor may be subject to review and approval
by the Committee on Foreign Investment in the United States (“CFIUS”). Whether CFIUS has jurisdiction to review an acquisition
or investment transaction depends on, among other factors, the nature and structure of the transaction, including the level of beneficial
ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control”
of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. Significant CFIUS reform legislation, which was fully
implemented through regulations that became effective on February 13, 2020, expanded the scope of CFIUS’s jurisdiction to investments
that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance
rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive
personal data.”
In
addition, if our potential Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory
filing or determine to submit a voluntary notice to CFIUS, or to proceed with Business Combination without notifying CFIUS and
risk CFIUS intervention, before or after closing the Business Combination. Our Sponsor, OAC Sponsor, Ltd., is a Cayman Islands
exempted company. Jay Madhu, our Chief Executive Officer and a director, as well as one of the three directors of our Sponsor, is a U.S.
citizen and resident of the Cayman Islands. Wrendon Timothy, our Chief Financial Officer and a director, as well as one of the three
directors of our Sponsor, is a resident of the Cayman Islands. Jason Butcher, a director of our Company and the third director of our
Sponsor, is a resident of the Cayman Islands. A substantial portion of the capital contributions made to our Sponsor are from non-U.S.
persons. Except as disclosed herein, the Sponsor has no other substantial ties with a non-U.S. person. However, if CFIUS has jurisdiction
over our Business Combination, CFIUS may decide to block or delay our Business Combination, impose conditions to mitigate
national security concerns with respect to such Business Combination or order us to divest all or a portion of a U.S. business
of the combined company if we had proceeded without first obtaining CFIUS clearance. If we were considered to be a “foreign person,”
foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us
from pursuing certain Business Combination opportunities that we believe would otherwise be beneficial to us and our shareholders.
As a result, the pool of potential targets with which we could complete a Business Combination could be limited and we
could be adversely affected in terms of competing with other SPACs which do not have similar foreign ownership issues.
Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our
Business Combination, our failure to obtain any required approvals within the requisite time period may require us to
liquidate. If we liquidate, our public shareholders may only receive the redemption value per share (as described above), and our warrants
will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing
future gains on your investment through any price appreciation in the combined company.
In
the event both the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and effected, the
ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may adversely affect
the liquidity of our securities.
A
public shareholder may request that the Company redeem all or a portion of such public shareholder’s ordinary shares for cash.
The ability of our public shareholders to exercise such redemption rights with respect to a large number of our public shares may adversely
affect the liquidity of our public shares. As a result, you may be unable to sell your public shares even if the market price per share
is lower than the per-share redemption price paid to public shareholders who elect to redeem their shares.
Nasdaq
may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities
and subject us to additional trading restrictions.
Our
units, ordinary shares and warrants are listed on Nasdaq. Our securities may not be, or may not continue to be, listed on Nasdaq in the
future or prior to our Business Combination. In order to continue listing our securities on Nasdaq prior to our Business
Combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum amount of
shareholders’ equity (generally $2.5 million) and a minimum number of holders of our securities (generally 300 public holders).
Additionally,
in connection with our Business Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing
requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing
of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share, and our shareholders’
equity would generally be required to be at least $5.0 million. We may be unable to meet those initial listing requirements at that time.
On
June 14, 2023, the Company received a notice from the Listing Qualifications staff of The Nasdaq Stock Market LLC that, for the previous
30 consecutive business days, the minimum Market Value of Listed Securities (“MVLS”) for the Company’s ordinary shares
was below the $35 million minimum MVLS requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2)
(the “MVLS Rule”). In accordance with the Nasdaq Listing Rules, the Company will have 180 calendar days (i.e., until December
11, 2023) to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company’s ordinary
shares must be at least $35 million for a minimum of 10 consecutive business days at any time during this 180-day period. If the
Company does not regain compliance with the rule by December 11, 2023, The Nasdaq Stock Market LLC will provide notice that the Company’s
ordinary shares will be delisted from The Nasdaq Capital Market. In the event of such notification, the Nasdaq rules permit the Company
an opportunity to appeal The Nasdaq Stock Market LLC’s determination. The Company is monitoring the MVLS of its ordinary shares
and will consider options available to it to potentially achieve compliance, but it may be unable to do so. The Company’s securities
are expected to continue to trade on The Nasdaq Capital Market during the 180-day period.
In
the event both the Extension Amendment Proposal and the Trust Agreement Amendment is approved, redemptions by public shareholders
in connection with the Extension may make it more difficult to regain compliance with the MVLS Rule and the other Nasdaq listing rules.
If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:
| ● | a
limited availability of market quotations for our securities; |
| ● | reduced
liquidity for our securities; |
| ● | a
potential determination that our ordinary shares are a “penny stock,” which would
require brokers trading in our ordinary shares to adhere to more stringent rules and possibly
result in a reduced level of trading activity in the secondary trading market for our securities; |
| ● | a
limited amount of news and analyst coverage; and |
| ● | decreased
ability to issue additional securities or obtain additional financing in the future. |
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as “covered securities.” Because our units, ordinary shares and warrants
are listed on Nasdaq, our units, ordinary shares and warrants qualify as covered securities under the statute. Although the states are
preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is
a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities
in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued
by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and
might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further,
if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject
to regulation in each state in which we offer our securities.
BACKGROUND
We
are a Cayman Islands exempted company incorporated on April 12, 2021, for the purpose of entering into a merger, share exchange, asset
acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more target businesses
(as defined above, the “Business Combination”).
Our
sponsor is OAC Sponsor Ltd., a Cayman Islands exempted company (the “Sponsor”). The registration statement for our initial
public offering (“IPO”) was declared effective on August 11, 2021. On August 16, 2021, we consummated our IPO of 10,000,000
units (each, a “Unit” and collectively, the “Units” and, with respect to the Class A ordinary shares included
in the Units, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000 and incurring offering
costs of approximately $6,624,000, inclusive of $3,500,000 in deferred underwriting commissions. The underwriters exercised the over-allotment
option in full and on August 16, 2021, purchased an additional 1,500,000 units (the “Over-Allotment Units”), generating additional
gross proceeds of $15,000,000 (the “Over-Allotment”), and incurring additional offering costs of $825,000, inclusive of $525,000
of deferred underwriting commissions.
Substantially
concurrently with the closing of our IPO, we completed the private sale (the “private placement”) of 5,760,000 warrants to
the Sponsor and Maxim Group LLC (“Maxim”), the underwriter in our IPO, at a price of $1.00 per private placement warrant,
generating gross proceeds of $5,760,000.
Upon
the closing of our IPO and the private placement, $116,725,000 ($10.15 per Unit) from the net proceeds of the sale of the Units in the
IPO, including a portion of the proceeds from the private placement, was deposited in a trust account, located in the United States with
Continental Stock Transfer & Trust Company acting as trustee, which may only be invested in permitted United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185
days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest
only in direct U.S. government treasury obligations.
Our
management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the private placement
warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
On
November 9, 2022, the Company held an extraordinary general meeting of shareholders. At that meeting, the Company’s shareholders
were presented the proposals to extend the date by which the Company must consummate a Business Combination from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board of Directors) by amending the
Company’s Amended and Restated Memorandum and Articles of Association (the “2022 Extension Amendment Proposal”).
The 2022 Extension Amendment Proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association
(“2022 Charter Amendment”) was approved. The Company filed the 2022 Charter Amendment with the Cayman Islands
Registrar of Companies on November 11, 2022.
In
connection with the vote to approve the 2022 Extension Amendment Proposal, the holders of 10,313,048 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of approximately $10.22 per share, for an aggregate redemption
amount of $105,424,960 in connection with the 2022 Extension Amendment Proposal.
The
Sponsor agreed to contribute to us a loan of $575,000 (the “2022 Extension Loan”), to be deposited into the Trust
Account to extend the Termination Date from November 16, 2022 to August 16, 2023. On November 14, 2022, the Company issued a promissory
note (the “2022 Extension Note”) in the aggregate principal amount of $575,000 to the Sponsor, in connection with
the 2022 Extension Loan. The 2022 Extension Loan was deposited into the Trust Account on November 15, 2022.
The
2022 Extension Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of a Business Combination, or (b) the date of the liquidation of the Company.
The
Company entered into a Business Combination Agreement and Plan of Reorganization on February 24, 2023, as amended by Amendment No. 1
to the Business Combination Agreement, dated as of May 11, 2023 (as amended, the “Business Combination Agreement”) with OXAC
Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Oxbridge (“First Merger Sub”), Summerlin
Aviation LLC (f/k/a OXAC Merger Sub II, LLC), a Delaware limited liability company and a direct wholly owned subsidiary of Oxbridge (“Second
Merger Sub”), and Jet Token Inc., a Delaware corporation (“Jet Token”), pursuant to which the Company will redomicile
as a Delaware corporation and immediately renamed “Jet.AI Inc.” (“Jet.AI”) (the “Domestication”),
and promptly following the Domestication, (a) First Merger Sub will merge with and into Jet Token (the “First Merger”), with
Jet Token surviving the merger as a wholly owned subsidiary of Jet.AI (the time at which the First Merger becomes effective, the “Effective
Time”), and (b) as soon as practicable, but in any event within three days following the Effective Time and as part of the same
overall transaction as the First Merger, Jet Token (as the surviving entity of the First Merger) will merge with and into Second Merger
Sub (the “Second Merger” and, together with the First Merger and all other transactions contemplated by the Business Combination
Agreement, the “Proposed Business Combination”), with Second Merger Sub surviving the merger as a wholly owned subsidiary
of Jet.AI.
The
aggregate consideration payable to the stockholders of Jet.AI at the closing of the Proposed Business Combination (the “Closing”)
is $105,000,000, payable through 4,500,000 in shares of the Company’s post-domestication common stock, par value $0.0001
per share (“Common Stock”), valued at $10.00 per share, as well as warrants valued at $60,000,000 using agreed-upon Black
Scholes pricing model. The number of warrants will be determine at or near Closing and will be determined through the quotient of $60,000,000
and the price of each warrant as determined from the Black Scholes pricing model. There is no cash consideration in the Proposed Business
Combination.
As
consideration for the Mergers, at the Effective Time, each share of Jet Token common stock issued and outstanding immediately
prior to the Effective Time (including shares of Jet Token common stock resulting from Jet Token’s preferred stock conversion
pursuant to the Business Combination Agreement) shall be canceled and converted into the right to receive: (i) the number of shares
of Common Stock equal to the Stock Exchange Ratio defined in the Business Combination Agreement (the “Per Share Stock Merger
Consideration”), plus (ii) a warrant (each, a “Merger Consideration Warrant”) to acquire the number of shares of Common
Stock equal to the Warrant Exchange Ratio defined in the Business Combination Agreement (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
Proposed Business Combination is subject to, among other things, the approval by the Company’s shareholders and the satisfaction
of the conditions set forth in the Business Combination Agreement, including a Form S-4 registration statement being declared effective
by the SEC. The principal terms of the Business Combination Agreement and the Proposed Business Combination are summarized in
Oxbridge’s Current Reports on Form 8-K filed with the SEC on February 28, 2023 and May 11, 2023. Copies of the Business
Combination Agreement and Amendment No. 1 are attached as exhibits to such filings, respectively, and the foregoing summary is qualified
by reference to such filings. Before making any voting decision, investors and security holders of the Company are urged to read
the registration statement, the proxy statement/prospectus contained therein, and amendments thereto, the definitive proxy statement/prospectus
in connection with the Company’s solicitation of proxies for its shareholders’ meeting to be held to approve the Proposed
Business Combination, 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 Company, Jet Token
and the Proposed Business Combination. This Proxy Statement is not a proxy statement or solicitation of a proxy, consent or
authorization in respect of the Proposed Business Combination and is not intended to and does not constitute an offer to sell
or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval in connection with the Proposed
Business Combination, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall
be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. There can be no assurance
that the Proposed Business Combination will be completed even if the Extension Amendment Proposal is approved by the Company’s
shareholders.
Our
Sponsor, directors and officers have interests in the Proposals that may be different from, or in addition to, your interests
as a shareholder. These interests include ownership of founder shares and warrants that may become exercisable in the future and the
possibility of future compensatory arrangements. See the section entitled “The Extension Amendment Proposal — Interests
of our Sponsor, Directors and Officers.”
On
the record date of the EGM, there were 4,176,952 shares outstanding, of which 1,301,952 were public shares and 2,875,000 were founder
shares. The founder shares carry voting rights in connection with each Proposal, and we have been informed by our Sponsor, our
directors and officers, and certain of our advisors and their affiliates that hold 2,875,000 founder shares in the aggregate, that they
intend to vote in favor of each
Proposal.
Our
principal executive offices are located at Suite 21, 42 Edward Street, George Town, Grand Cayman, Cayman Islands, and our telephone number
is (345) - 749-7570.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of June 23, 2023 based on information
obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:
|
● |
each
person known by us to be the beneficial owner of more than 5% of our Ordinary Shares; |
|
|
|
|
● |
each
of our executive officers and directors that beneficially owns Ordinary Shares; and |
|
|
|
|
● |
all
our executive officers and directors as a group. |
As
of June 23, 2023, there were a total of 4,176,952 Ordinary Shares issued and outstanding. Unless otherwise indicated, we
believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them.
| |
Class A Ordinary Shares | | |
| | |
Class B Ordinary Shares | | |
| | |
Approximate Percentage | |
Name and Address of Beneficial Owner(1) | |
Number of Shares Beneficially Owned | | |
Approximate Percentage of Class | | |
Number of Shares Beneficially Owned(2) | | |
Approximate Percentage of Class | | |
of Outstanding Ordinary Shares | |
OAC Sponsor Ltd.(3) | |
| — | | |
| — | | |
| 2,875,000 | (2) | |
| 100.0 | % | |
| 68.83 | % |
Jay Madhu | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Wrendon Timothy | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Jason Butcher | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Allan Martin | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
William Yankus | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
Owl Creek Asset Management L.P. (4) | |
| 166,000 | | |
| 12.75 | % | |
| — | | |
| — | | |
| 3.97 | % |
River North SPAC Arbitrage Fund (5) | |
| 147,248 | | |
| 11.31 | % | |
| — | | |
| — | | |
| 3.53 | % |
Walleye Opportunities Master Fund and affiliates(6) | |
| 202,225 | | |
| 15.53 | % | |
| — | | |
| — | | |
| 4.84 | % |
All officers and directors as a group (5 individuals) | |
| — | | |
| — | | |
| — | | |
| — | | |
| — | |
(1) |
Unless
otherwise noted, the business address of each of the following entities or individuals is Suite 201, 42 Edward Street, George Town,
Grand Cayman, Cayman Islands, KY1-9006. |
|
|
(2) |
Interests
shown consist solely of founders shares, classified as Class B ordinary shares. |
|
|
(3) |
OAC
Sponsor Ltd. is the record holder of the shares reported herein. Each of our directors and officers have direct or indirect membership
interests in OAC Sponsor Ltd. OAC Sponsor Ltd. is governed and controlled by a board of directors of 3 members, Jay Madhu, Wrendon
Timothy, and Jason Butcher. Each director has one vote, and the approval of a majority is required to approve an action. Under the
so-called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by a majority
comprised of two or more individuals of a three-member (or greater) board, and a voting and dispositive decision requires the approval
of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity’s securities. This is
the situation with regard to OAC Sponsor Ltd. Based on the foregoing, no director exercises voting or dispositive control over any
of the securities held by OAC Sponsor Ltd. Accordingly, none of them will be deemed to have or share beneficial ownership of such
shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest
he may have therein, directly or indirectly. Each of our officers, directors and advisors is, directly or indirectly, a member of
our Sponsor. |
|
|
(4) |
Based
solely upon information contained in the Schedule 13G filed with the SEC on February 9, 2023 by Owl Creek Asset Management, L.P.
The address of the business office of the foregoing reporting person 640 Fifth Avenue, New York, NY 10019. |
|
|
(5) |
Based
solely upon information contained in non-objecting beneficial shareholder list as of record date, June 23, 2023. |
|
|
(6) |
Based
solely upon information contained in non-objecting beneficial shareholder list as of record date, June 23, 2023. |
PROPOSAL
ONE — THE EXTENSION AMENDMENT PROPOSAL
The
Company is proposing to extend the date by which the Company must consummate a Business Combination, by allowing the Company to elect to extend
the period to consummate a Business Combination up to six times, each by an additional one-month period, for a total of up to six months, to February
16, 2024 (or such earlier date as determined by the Board) (the “Extension”) by amending the Company’s
Amended and Restated Memorandum and Articles of Association.
The
Extension Amendment Proposal is essential to the overall implementation of the Board’s plan to allow the Company more time to
complete a Business Combination. The approval of each of the Extension Amendment Proposal and the Trust Agreement
Amendment Proposal is a condition to the implementation of the Extension.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and we do not consummate a Business Combination by August 16, 2023, we
will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the shares of Class A ordinary shares in consideration of a per-share price, payable in cash, equal to
the amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Class A ordinary shares, which redemption will completely
extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any), subject to applicable
law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and
the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Law, to provide for claims
of creditors and other requirements of applicable law. There will be no distribution from the trust account with respect to our warrants
or rights, which will expire worthless in the event we wind up.
A
copy of the proposed amendment to the Amended and Restated Memorandum and Articles of Association is attached to this Proxy Statement
in Annex A.
The
Board’s Reasons for the Extension Amendment Proposal
Our
Amended and Restated Memorandum and Articles of Association as amended to date provide that if our shareholders approve an extension
of our obligation to redeem all of our shares if we do not complete our Business Combination by August 16, 2023, we will provide our
public shareholders with the opportunity to redeem their public shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes, divided by the number of then outstanding public shares, subject to limitations set forth in our Amended
and Restated Memorandum and Articles of Association. We believe that this provision of the Amended and Restated Memorandum and Articles
of Association was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we
failed to find a suitable Business Combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.
Given
our expenditure of time, effort and money to identify potential targets for a potential Business Combination, and our announcement of
the Proposed Business Combination, our Board believes current circumstances warrant providing the public shareholders with an
opportunity to consider this Proposed Business Combination, inasmuch as we are also affording shareholders who wish to redeem
their public shares the opportunity to do so.
Please
see “Questions and Answers About the EGM — Why should I vote ‘FOR’ the Extension Amendment Proposal?”
for a discussion of deposits into the Trust Account that the Company has agreed to make if the Extension Amendment Proposal is
approved.
You
are not being asked to vote on a proposed Business Combination at this time. If the Extension is implemented and you do not make an Election,
you will retain the right to vote on any proposed Business Combination when and if one is submitted to shareholders and the right to
redeem your public shares at a per-share price, payable in cash, equal to the pro rata portion of the Trust Account in the event
a proposed Business Combination is approved and completed or the Company has not consummated a Business Combination by the Extended Date.
If
the Extension Amendment Proposal is Not Approved
The
approval of the Extension Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by which
we must consummate our Business Combination. Therefore, our Board will abandon and not implement the Extension unless our shareholders
approve the Extension Amendment Proposal.
If
the Extension is not completed and we have not consummated a Business Combination by August 16, 2023, we will
automatically wind up, dissolve and liquidate starting on August 16, 2023.
There
will be no distribution from the Trust Account with respect to the Company’s warrants or rights, which will expire worthless
in the event we wind up. In the event of a liquidation, our initial shareholders will not receive any monies held in the trust account
as a result of its ownership of the founder shares or the private placement warrants.
If
the Extension Amendment Proposal Is Approved
If
the Extension Amendment Proposal is approved to extend the time it has to complete a Business Combination until the Extended Date,
the Amended and Restated Memorandum and Articles of Association will be amended pursuant to the special resolution in the form set forth
in Annex A hereto.
The
Company will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and its public units, Ordinary Shares and warrants will remain publicly traded. The Company will then continue to work to consummate
a Business Combination by the Extended Date.
Notwithstanding
shareholder approval of the Extension Amendment Proposal, our Board will retain the right to abandon and not implement the Extension
at any time without any further action by our shareholders.
The
approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal will constitute consent for the Company
to (i) remove from the Trust Account the Withdrawal Amount and (ii) deliver to the holders of the redeemed public shares their
portion of the Withdrawal Amount. The removal of the Withdrawal Amount from the Trust Account will reduce the amount held in the
Trust Account. The Company cannot predict the amount that will remain in the Trust Account if both the Extension
Amendment Proposal and the Trust Agreement Amendment Proposal are approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately
$13,125,461 that was in the Trust Account as of July 14, 2023. In such event, we may need to obtain additional funds
to complete a Business Combination, and there can be no assurance that such funds will be available on terms acceptable or at all.
If
the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and the Extension is completed but the Company does not consummate a Business Combination,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem 100% of the shares of Class A ordinary shares in consideration of a per-share price, payable in cash,
equal to the amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable, less up to
$100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Class A ordinary shares, which redemption
will completely extinguish rights of public shareholders (including the right to receive further liquidating distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
shareholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands Law,
to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account
with respect to our warrants or rights, which will expire worthless in the event we wind up.
You
are not being asked to vote on a proposed Business Combination at this time. If the Extension is implemented and you do not elect
to redeem your public shares, you will retain the right to vote on a proposed Business Combination when it is submitted to shareholders
and the right to redeem your public shares for cash in the event a Business Combination is approved and completed or we have not
consummated a Business Combination by the Extended Date.
Interests
of our Initial Shareholders, Directors and Officers
When
you consider the recommendation of our Board, you should keep in mind that our initial shareholders, executive officers and members of
our Board have interests that may be different from, or in addition to, your interests as a shareholders. These interests include, among
other things:
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Ownership
of 2,875,000 founder shares. |
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In
order to finance transaction costs in connection with a Business Combination, our initial shareholders or an affiliate of
our initial shareholders, or the Company’s directors or officers may, but are not obligated to, loan the Company funds as may
be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would
either be repaid upon consummation of a Business Combination without interest or, at the lender’s discretion, up to
$1,500,000 of the Working Capital Loans may be converted upon consummation of a Business Combination into warrants at a price
of $1.00 per warrant. In the event that a Business Combination does not close, the Company may use a portion of the proceeds
held outside the trust account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used
to repay the Working Capital Loans. |
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Our
Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products
sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality, or similar
agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of: (i) $10.15
per public share; and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation
of the Trust Account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable,
provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of
any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to
any claims under our indemnity of our underwriters against certain liabilities, including liabilities under the Securities
Act. |
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The
fact that none of our officers or directors has received any cash compensation for services rendered to the Company, and all of the
current members of our Board are expected to continue to serve as directors at least through the date of the general meeting to vote
on a proposed Business Combination and may even continue to serve following any potential Business Combination and
receive compensation thereafter. |
Redemption
Rights
If
the Extension Amendment Proposal and the Trust Amendment Agreement are approved, and the Extension is implemented, the Company will provide public shareholders making
the Election the opportunity to receive, at the time the Extension becomes effective, and in exchange for the surrender of their public
shares, a pro rata portion of the funds available in the Trust Account including any interest earned on the funds held in the
Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses
and which interest shall be net of taxes payable). You will be able to redeem your public shares in connection with any shareholder vote
to approve a proposed Business Combination or if the Company has not consummated a Business Combination by the Extended
Date.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED
ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT PROPOSAL AND THE TRUST AGREEMENT AMENDMENT PROPOSAL.
In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern Time on August 9, 2023 (two business days before
the EGM), you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company at 1 State
Street Plaza, 30th Floor, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, or to deliver your
public shares to Continental Stock Transfer & Trust Company electronically using DTC’s DWAC system, which election would likely
be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to 5:00 p.m.
Eastern Time on August 9, 2023 (two business days before the EGM) ensures that a redeeming holder’s election is irrevocable
once the Extension Amendment Proposal and the Trust Amendment Agreement are approved. In furtherance of such irrevocable election, shareholders making the election
will not be able to tender their shares after the vote at the EGM.
Through
the DWAC system, this electronic delivery process can be accomplished by the shareholders, whether or not it is a record holder or its
shares are held in “street name,” by contacting Continental Stock Transfer & Trust Company or its broker and requesting
delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical
share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act
together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating
the shares or delivering them through the DWAC system. Continental Stock Transfer & Trust Company will typically charge the tendering
broker $100 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding
that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does
not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate.
Such shareholders will have less time to make their investment decision than those shareholders that deliver their shares through the
DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering
their shares before exercising their redemption rights and thus will be unable to redeem their shares.
Certificates
that have not been tendered in accordance with these procedures prior 5:00 p.m. Eastern Time on August 9, 2023 (two business days
before the EGM) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholder
tenders its shares and decides prior to the vote at the EGM that it does not want to redeem its shares, the shareholder may withdraw
the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the EGM not to redeem your
public shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by
contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares and the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal are not approved, these shares will not be redeemed and the physical certificates
representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal
and the Trust Agreement Amendment Proposal will not be approved. The Company anticipates that a public shareholder who tenders
shares for redemption in connection with the vote to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal would receive payment of the redemption
price for such shares soon after the completion of the Extension Amendment Proposal. The transfer agent will hold the certificates of
public shareholders that make the election until such shares are redeemed for cash or returned to such shareholders.
If
properly demanded, the Company will redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest
to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then outstanding public shares.
Based upon the current amount in the Trust Account, the Company anticipates that the per-share price at which public shares will be redeemed
from cash held in the trust account will be approximately $11.10 at the time of the EGM. The closing price of the public shares on August
1, 2023 was $10.30.
If
you exercise your redemption rights, you will be exchanging your Ordinary Shares for cash and will no longer own the shares. You will
be entitled to receive cash for these shares only if you properly demand redemption and tender your share certificate(s) to the Company’s
transfer agent prior to 5:00 p.m. Eastern Time on August 9, 2023 (two business days before the EGM). If the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal are approved, the Company anticipates that a public shareholder who tenders
shares for redemption in connection with the vote to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal
would receive payment of the redemption price for such shares soon after the completion of the Extension. If the Extension Amendment
Proposal and the Trust Agreement Amendment Proposal are not approved or if they are abandoned, these shares will be returned promptly following the EGM as described above.
Material
U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights
The
following is a summary of the material U.S. federal income tax considerations for holders of the Company’s shares that elect to
have their shares redeemed for cash. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”),
the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue
Services (the “IRS”) (including administrative interpretations and practices expressed in private letter rulings which are
binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all
as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance
can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described
below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not
discuss the impact that U.S. state and local taxes and taxes imposed by non-U.S. jurisdictions could have on the matters discussed in
this summary. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular
shareholder in light of its investment or tax circumstances or to shareholders subject to special tax rules, such as:
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U.S. expatriates; |
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traders
in securities that elect mark-to-market treatment; |
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corporations; |
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Redeeming
U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; |
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financial
institutions; |
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mutual
funds; |
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qualified
plans, such as 401(k) plans, individual retirement accounts, etc.; |
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insurance
companies; |
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broker-dealers; |
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regulated
investment companies (or RICs); |
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real
estate investment trusts (or REITs); |
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persons
holding shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security”
or other integrated investment; |
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persons
subject to the alternative minimum tax provisions of the Code; |
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tax-exempt
organizations; |
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persons
that actually or constructively own 5 percent or more of the Company’s shares; and |
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Redeeming
Non-U.S. Holders (as defined below, and except as otherwise discussed below). |
If
any partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds shares, the
tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership.
This summary does not address any tax consequences to any partnership that holds our securities (or to any direct or indirect partner
of such partnership). If you are a partner of a partnership holding the Company’s securities, you should consult your tax advisor.
This summary assumes that shareholders hold the Company’s securities as capital assets within the meaning of Section 1221 of the
Code, which generally means as property held for investment and not as a dealer or for sale to customers in the ordinary course of the
shareholder’s trade or business.
WE
URGE HOLDERS OF THE COMPANY SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S.
FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S.
Federal Income Tax Considerations to U.S. Shareholders
This
section is addressed to Redeeming U.S. Holders (as defined below) of the Company’s shares that elect to have their shares redeemed
for cash as described in the section entitled “Proposal One: The Extension Amendment Proposal — Redemption Rights.”
For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is:
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citizen or resident of the United States; |
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a
corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under
the laws of the United States or any political subdivision thereof; |
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an
estate whose income is subject to U.S. federal income taxation regardless of its source; or |
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any
trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S. persons
have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a U.S.
person. |
Tax
Treatment of the Redemption — In General
The
balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “— Passive
Foreign Investment Company Rules.” If the Company is considered a “passive foreign investment company” for these
purposes (which the Company will be, unless a “start up” exception applies), then the tax consequences of the redemption
will be as outlined in that discussion, below.
A
Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the redemption
and such shareholder’s adjusted basis in the shares exchanged therefor if the Redeeming U.S. Holder’s ownership of shares
is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in
determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated (and in general, such Redeeming
U.S. Holder may not be considered to have completely terminated its interest if it continues to hold our warrants or rights). If gain
or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than
one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares, the holding period
of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital gain
or loss treatment may not apply to shares redeemed in the redemption). Redeeming U.S. Holders who hold different blocks of shares (generally,
shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above
rules apply to them.
Cash
received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital
gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent
to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend
with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying
rights to acquire our shares (including for these purposes our warrants and rights) and, in some cases, shares owned by certain family
members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.
Generally,
the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S.
Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of the Company
is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares
immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting
and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption;
and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes
of shares of the Company entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend”
with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that Redeeming U.S. Holder. At a minimum, however,
the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership
of the Company. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction”
if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over
the corporation.
If
none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will
be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits.
However, for the purposes of the dividends-received deduction and of “qualified dividend” treatment, due to the redemption
right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the Redeeming U.S. Holder’s
“holding period.” Any distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holder’s basis
in the shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the
shares.
As
these rules are complex, Redeeming U.S. Holders of shares considering exercising their redemption rights should consult their own tax
advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.
Certain
Redeeming U.S. Holders who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment income”
or “undistributed net investment income” (as applicable), which may include all or a portion of their capital gain or dividend
income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the
net investment income tax.
Passive
Foreign Investment Company Rules
A
foreign (i.e., non-U.S.) corporation will be a passive foreign investment company (“PFIC”) for U.S. tax purposes if at least
75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered
to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of
its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over
the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by
value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties
(other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.
Because
the Company is a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or
income test beginning with our initial taxable year. However, pursuant to a start-up exception, a corporation will not be a PFIC for
the first taxable year the corporation has gross income, if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies
the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year; and (3) the corporation is
not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close
of our current taxable year. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation,
and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules
would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).
If
we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder
of our shares, rights or warrants and, in the case of our shares, the Redeeming U.S. Holder did not make either a timely qualified electing
fund (“QEF”) election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold)
shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special
rules with respect to:
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any
gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares, rights or warrant (which would include
the redemption, if such redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment
of the Redemption — In General,” above); and |
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any
“excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder during
a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received by such Redeeming
U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder or, if shorter, such
Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the extent such redemption is treated
as a distribution under the rules discussed under the heading “— Tax Treatment of the Redemption — In General,”
above. |
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these special rules, |
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the
Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s holding
period for the shares, rights or warrants; |
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the
amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain or received
the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first day of our first taxable
year in which we are a PFIC, will be taxed as ordinary income; |
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the
amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period will
be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and |
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the
interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other
taxable year of the Redeeming U.S. Holder. |
In
general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to
our shares (but not our rights or warrants) by making a timely QEF election (if eligible to do so) to include in income its pro rata
share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in
each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends.
In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s
tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment
of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.
A
Redeeming U.S. Holder may not make a QEF election with respect to its warrants to acquire our shares. As a result, if a Redeeming U.S.
Holder sells or otherwise disposes of such warrants (other than upon exercise of such warrants), any gain recognized generally will be
subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a PFIC
at any time during the period the Redeeming U.S. Holder held the warrants. If a Redeeming U.S. Holder that exercises such warrants properly
makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect to our shares), the
QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted to take into
account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired shares
(which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the Redeeming U.S. Holder
held the warrants), unless the Redeeming U.S. Holder makes a purging election. The purging election creates a deemed sale of such shares
at their fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules
treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will
have a new basis and holding period in the shares acquired upon the exercise of the warrants for purposes of the PFIC rules.
It
is unclear if a Redeeming U.S. Holder would be permitted to make a QEF election with respect to its rights to acquire our shares. The
remainder of this paragraph assumes that a QEF election is not available with respect to our rights. As a result, if a Redeeming U.S.
Holder sells or otherwise disposes of such rights (other than pursuant to the terms of such rights), any gain recognized generally may
be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above, if we were a
PFIC at any time during the period the Redeeming U.S. Holder held the rights. If a Redeeming U.S. Holder that receives shares pursuant
to such rights properly makes a QEF election with respect to the newly acquired shares (or has previously made a QEF election with respect
to our shares), the QEF election will apply to the newly acquired shares, but the adverse tax consequences relating to PFIC shares, adjusted
to take into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly
acquired shares (which generally will be deemed to have a holding period for purposes of the PFIC rules that includes the period the
Redeeming U.S. Holder held the rights), unless the Redeeming U.S. Holder makes a purging election under the PFIC rules. The purging election
creates a deemed sale of such shares at their fair market value. The gain recognized by the purging election will be subject to the special
tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the
Redeeming U.S. Holder will have a new basis and holding period in the shares acquired pursuant to the terms of rights for purposes of
the PFIC rules.
The
QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A QEF election
may not be made with respect to our warrants. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form
8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided
in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates.
Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions
are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax
consequences of a retroactive QEF election under their particular circumstances.
In
order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from
us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the
IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF
election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required
information to be provided.
If
a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply
to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is
deemed to hold) such shares or a purge of the PFIC taint pursuant to a purging election, as described above), any gain recognized on
the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming
U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case,
a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend
to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are
included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments
apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as
owning shares in a QEF.
Although
a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally
apply for subsequent years to a Redeeming U.S. Holder who held shares, rights or warrants while we were a PFIC, whether or not we meet
the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first
taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual
information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares.
In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year
of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the
QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed
to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a purging election,
as described above, and pays the tax and interest charge with respect to the gain inherent in such shares attributable to the pre-QEF
election period.
Alternatively,
if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming
U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes
a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or
is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described
above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess,
if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S.
Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair
market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as
a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such
income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary
income. Currently, a mark-to-market election may not be made with respect to our warrants.
The
mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with
the Securities and Exchange Commission, including the Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines
has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should
consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares
under their particular circumstances.
If
we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed
to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge
described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the Redeeming
U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC
to provide to a Redeeming U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier
PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may
not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier
PFIC to provide the required information. Redeeming U.S. Holders are urged to consult their own tax advisors regarding the tax issues
raised by lower-tier PFICs.
A
Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have
to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) and such other information as may be required by
the U.S. Treasury Department.
The
application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling,
transferring or otherwise disposing of their shares, rights and/or warrants should consult with their tax advisors concerning the application
of the PFIC rules in their particular circumstances.
U.S.
Federal Income Tax Considerations to Non-U.S. Shareholders
This
section is addressed to Redeeming Non-U.S. Holders (as defined below) of the Company’s shares that elect to have their shares redeemed
for cash as described in the section entitled “Proposal One: The Extension Amendment Proposal — Redemption Rights.”
For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner (other than a partnership or entity
treated as a partnership for U.S. federal income tax purposes) that so redeems its shares and is not a Redeeming U.S. Holder.
Except
as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated
in the same manner as a Redeeming U.S. Holder for U.S. federal income tax purposes. See the discussion above under “U.S. Federal
Income Tax Considerations to U.S. Shareholders.”
Any
Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:
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Redeeming Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year in which
the redemption takes place and certain other conditions are met; or |
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such
Redeeming Non-U.S. Holder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated
as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a permanent
establishment maintained by such Redeeming Non-U.S. Holder in the United States), in which case the Redeeming Non-U.S. Holder will
generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming Non-U.S.
Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income
tax treaty). |
With
respect to any redemption treated as a distribution rather than a sale, any amount treated as dividend income to a Redeeming Non-U.S.
Holder will generally be subject to U.S. withholding tax at a rate of 30%, unless the Redeeming Non-U.S. Holder is entitled to a reduced
rate of withholding under an applicable income tax treaty. Dividends received by a Redeeming Non-U.S. Holder that are effectively connected
with such holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, such dividends are attributable to
a permanent establishment maintained by the Redeeming Non-U.S. Holder in the United States), will be taxed as discussed above under “U.S.
Federal Income Tax Considerations to U.S. Shareholders.” In addition, dividends received by a corporate Redeeming Non-U.S. Holder
that are effectively connected with the Redeeming Non-U.S. Holder’s conduct of a U.S. trade or business may also be subject to
an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.
Non-U.S.
holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of
their shares will be treated as a sale or as a distribution under the Code.
Under
the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder, a
30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as specifically
defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial
institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in FATCA)
and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the
beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have
any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United
States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial
foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Redeeming Non-U.S. Holders should
consult their own tax advisors regarding this legislation and whether it may be relevant to their disposition of their shares, rights
or warrants.
As
previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information
purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you
to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any
U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the
Extension Amendment Proposal and any redemption of your public shares.
Required
Vote
The
Extension Amendment Proposal must be approved by a special resolution under Cayman Islands law, which requires the affirmative vote of
at least two-thirds of the shareholders who attend and vote at the EGM. Abstentions and broker non-votes,
while considered present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome
of the vote on the Extension Amendment Proposal. Failure to vote by proxy or to vote in person at the general meeting will have no effect
on the outcome of the vote on the Extension Amendment Proposal.
Our
initial shareholders and all of our directors, officers and their affiliates are expected to vote any Ordinary Shares owned by them in
favor of the Extension Amendment Proposal. On the Record Date, our initial shareholders, directors and executive officers of the Company
and their affiliates beneficially owned and were entitled to vote an aggregate of 2,875,000 Ordinary Shares, representing approximately
68.83% of the Company’s issued and outstanding Ordinary Shares.
In
addition, the Company’s initial shareholders, directors, officers and their affiliates may choose to buy units or Ordinary Shares
in the open market and/or through negotiated private transactions. In the event that purchases do occur, the purchasers may seek to purchase
shares from shareholders who would otherwise have voted against the Extension Amendment Proposal or the Trust Agreement Amendment Proposal and elected to redeem their
Ordinary Shares for a pro rata portion of the Trust Account.
Full
Text of the Resolution
Please
see Annex A for the full text of the resolution to be proposed at the EGM in respect of the Extension Amendment
Proposal which includes the proposed amendment to the Amended and Restated Memorandum and Articles of Association.
Recommendation
of the Board
Our
Board unanimously recommends that our shareholders vote “FOR” the approval of the Extension Amendment Proposal. Our Board
expresses no opinion as to whether you should redeem your public shares.
PROPOSAL
TWO – THE TRUST AGREEMENT AMENDMENT PROPOSAL
The
Company is proposing to amend our existing Trust Agreement, dated as of August 11, 2021, to allow the Company to extend the time by which
the Company must complete a Business Combination up to six times for one month each time from August 16, 2023 to February 16, 2024 by
depositing into the Trust Account, for each additional one-month extension, the lesser of (a) $60,000 and (b) $0.05 for each Class A
ordinary share outstanding after giving effect to the redemptions. A copy of the proposed Trust Agreement Amendment is attached to this
proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete
description of its terms.
The
Trust Agreement Amendment Proposal is essential to the overall implementation of the Board’s plan to allow the Company more time
to complete a Business Combination.
The
Board’s Reasons for the Trust Agreement Amendment
The
purpose of the Trust Agreement Amendment is to give the Company the right to extend the Company’s date by which the Company must
complete a Business Combination up to six times for one month each time from August 16, 2023 to February 16, 2024 by depositing into
the Trust Account, for each additional one-month extension, the lesser of (a) $60,000 and (b) $0.05 for each Class A ordinary share outstanding
after giving effect to redemptions, provided that each applicable extension payment is deposited into the Trust Account on or prior to
the date of the same applicable deadline.
Approval
of each of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of
the Extension. Furthermore, the Company will not proceed with the Extension or
the redemptions if the Company will not have at least $5,000,001 of net tangible assets upon its consummation of the Extension, after
taking into account the Redemption.
If
the Trust Agreement Amendment Proposal Is Not Approved
The
approval of the Trust Agreement Amendment Proposal is essential to the implementation of our Board’s plan to extend the date by
which we must consummate our initial business combination. Therefore, our Board will abandon and not implement the Extension unless our
shareholders approve the Extension Amendment Proposal.
If
the Extension is not completed and we have not consummated an initial business combination by August 16, 2023 we will automatically wind
up, liquidate and dissolve starting on august 16, 2023.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the event
we wind up. In the event of a liquidation, our initial shareholders will not receive any monies held in the Trust Account as a result
of its ownership of the private shares (i.e. founder shares) or the private placement warrants.
If
the Trust Agreement Amendment Proposal Is Approved
If
the Extension Amendment and the Trust Agreement Amendment are approved, the amendment to the Trust Agreement in substantially the form
of Annex B hereto will be executed (with any immaterial or conforming changes deemed necessary by the Trustee and Company management)
and the Trust Account will not be disbursed except to the extent any Redemptions are made in connection with this EGM, in connection
with our completion of a business combination or in connection with our liquidation if we do not complete an initial business combination
by the applicable termination date. The Company will then continue to attempt to consummate a business combination until the applicable
termination date or until the Board determines in its sole discretion that it will not be able to consummate an initial business combination
by the applicable termination date as described below and does not wish to seek an additional extension.
Required
Vote
The
Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least 65% of the outstanding
Class A Ordinary Shares and Class B Ordinary Shares, voting together as a single class. Our Board will abandon and not implement the
Trust Agreement Amendment Proposal unless our shareholders approve both the Extension Amendment Proposal and the Trust Agreement Amendment
Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.
Notwithstanding shareholder approval of the Extension Amendment and the Trust Agreement Amendment, our Board will retain the right to
abandon and not implement the Extension Amendment and the Trust Agreement Amendment at any time without any further action by our shareholders.
The
Company will not proceed with the Extension or the Redemption if the Company will not have at least $5,000,001 of net tangible assets
upon its consummation of the Extension, after taking into account the Redemption.
Full
Text Resolution
“RESOLVED,
with the approval of the affirmative vote of holders of at least 65% of the issued and outstanding Class A Ordinary Shares and Class
B Ordinary Shares, voting together as a single class, that the Company is authorized to enter into an amendment to the Investment Management
Trust Agreement by and between the Company and Continental Stock Transfer & Trust Company, a New York corporation, in substantially
the form set forth in Annex B to the proxy statement for this meeting.”
Recommendation
of the Board
Our
Board unanimously recommends that our shareholders vote “FOR” the approval of the Trust Agreement Amendment Proposal. Our
Board expresses no opinion as to whether you should redeem your public shares.
PROPOSAL
THREE — THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow our Board to adjourn the EGM to a later date or dates, if necessary or convenient, either
(x) to permit further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the EGM, there are insufficient
votes to approve the Extension Amendment Proposal, (y) to permit withdrawals by public shareholders of their elections to redeem
their public shares or to enable the Sponsor, its investors, our directors, officers, advisors or any of their respective affiliates
to undertake share purchases or other transactions for the purpose of limiting the number of public shares electing to redeem or (z) if
the Board determines before the EGM that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal
or the Trust Agreement Amendment Proposal. If the Adjournment Proposal is presented at the EGM, such proposal will be the only proposal
presented at the EGM. The Board expects to exercise its discretion to adjourn the EGM indefinitely in accordance with clause (z) of
this paragraph in the event that elections to redeem public shares are received in an aggregate amount that would cause us to have less
than $5,000,001 of net tangible assets following such redemptions and the Board has not determined to adjourn the EGM as described in
clause (y) of this paragraph. In no event will our Board adjourn the EGM in accordance with clause (x) or (y) of this
paragraph beyond August 16, 2023.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by our shareholders, our Board may not be able to adjourn the EGM to a later date or dates,
if necessary or convenient, either (x) to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal,
(y) to permit withdrawals by public shareholders of their elections to redeem their public shares or to enable the Sponsor, its
investors, our directors, officers, advisors or any of their respective affiliates to undertake share purchases or other transactions
for the purpose of limiting the number of public shares electing to redeem or (z) if the Board determines before the EGM that it
is not necessary or no longer desirable to proceed with the Extension Amendment Proposal.
Required
Vote
The
Adjournment Proposal must be approved by an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority
of the shareholders who attend and vote at the EGM. Abstentions and broker non-votes, while considered
present for the purposes of establishing a quorum, will not count as votes cast and will have no effect on the outcome of the vote on
the Adjournment Proposal. Failure to vote by proxy or to vote in person at the general meeting will have no effect on the outcome of
the vote on the Adjournment Proposal.
Full
Text of the Resolution
“RESOLVED,
as an ordinary resolution, that the adjournment of the extraordinary general meeting to a time and place to be confirmed by the chairman
of the extraordinary general meeting be ratified, approved and confirmed in all respects.”
Recommendation
of the Board
Our
Board unanimously recommends that our shareholders vote “FOR” the approval of the Adjournment Proposal.
OTHER
MATTERS
Householding
Information
Unless
we have received contrary instructions, we may send a single copy of this Proxy Statement to any household at which two or more
shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders
prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should
follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders
would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:
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If
the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at Suite 201, 42 Edward
Street, George Town, Grand Cayman, Cayman Islands, KY1-9006, to inform us of his or her request; or |
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If
a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly. |
Where
You Can Find More Information
We
file reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read the Company’s SEC
filings, including this Proxy Statement, over the Internet at the SEC’s website at http://www.sec.gov.
If
you would like additional copies of this Proxy Statement or if you have questions about the Proposals to be presented at the EGM,
you should contact
the Company at the following address and telephone
number:
Oxbridge
Acquisition Corp.
Suite
201, 42 Edward Street
George
Town, Grand Cayman
Cayman
Islands, KY1-9006
(345)
749-7570
If
you are a shareholder of the Company and would like to request documents, please do so by August 9, 2023, in order to receive
them before the EGM. If you request any documents from us, we will mail them to you by first class mail, or another equally prompt
means.
ANNEX
A
PROPOSED
AMENDMENT
TO
THE
AMENDED
AND RESTATED MEMORANDUM AND ARTICLES
OF
ASSOCIATION
OF
OXBRIDGE
ACQUISITION CORP.
RESOLUTION
“RESOLVED,
as a special resolution, that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion
of the existing Article 49.7 in their entirety and the insertion of the following language in its place:
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49.7 |
Notwithstanding
anything to the contrary in the Articles or in the prospectus relating to the IPO, in the event that the Company does not consummate
a Business Combination by the latest of (1) August 16, 2023 (or such earlier date as determined by the Board), and
(2) such later time as the Members may approve in accordance with the Articles (such latest date, the “Termination
Date”), the Company shall: |
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(a)
cease all operations except for the purpose of winding up; |
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(b)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution
expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’
rights as Members (including the right to receive further liquidation distributions, if any); and |
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(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable Law.
Notwithstanding the foregoing, or any other provisions of the Articles, in the event that the Company has not consummated
a Business Combination by August 16, 2023, the Company may, without another vote of the Members, elect to extend the date to consummate
the Business Combination on a monthly basis for up to six times by an additional one month each time after August 16, 2023, by resolution
of the Directors, if requested by the Sponsor in writing, and upon two days’ advance notice prior to the applicable termination
date, until February 16, 2024, provided that Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”)
will deposit the lesser of (i) $60,000, or (y) $0.05 per share for each public share that is not redeemed in connection with the Extraordinary
General Meeting held on August 11, 2023 into trust in exchange for a non-interest bearing, unsecured promissory note issued by the Company
to the Lender. If the Company completes a Business Combination, it will, repay the amounts loaned under the promissory note. If the Company
does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held
outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Neither
the Sponsor nor its affiliates or designees are obligated to fund the trust account to extend the time for the Company to complete the
Business Combination.” |
ANNEX
B
PROPOSED
AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This
Amendment (this “Amendment”), dated as of August 16, 2023, to the Investment Management Trust Agreement (as defined below)
is made by and between Oxbridge Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee
(“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS,
the Company and the Trustee entered into an Investment Management Trust Agreement dated as of August 11, 2021 (the “Trust Agreement”);
WHEREAS,
Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described
therein; and
WHEREAS,
at an extraordinary general meeting of the Company held on August 11, 2023 (the “EGM”), the Company’s shareholders
approved (A) a proposal to extend the date by which the Company must consummate an initial business combination up to six times for one
month each time from August 16, 2023 to February 16, 2024 (which extension and later date we refer to as the “Extension”
and the “Extended Date,” respectively) by amending the Company’s amended and restated memorandum and articles of association;
and (B) a proposal to amend the Trust Agreement to allow the Company to extend the time by which it must close on a Business Combination
up to six times for one month each time from August 16, 2023 to February 16, 2024 by depositing into the trust account, for each additional
one-month extension, the lesser of (a) $60,000 and (b) $0.05 for each Class A ordinary share outstanding (each an “Extension Payment”)
after taking into account any redemptions in connection with the solicitation of such shareholder approval at the EGM.
NOW
THEREFORE, IT IS AGREED:
1.
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
“(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or
Chairman of the board of directors (the “Board”) or other authorized officer of the Company (and in the case
of Exhibit A, jointly signed by the Representative), and complete the liquidation of the Trust Account and distribute the Property in
the Trust Account, including any amounts representing interest earned on the Trust Account, less interest previously released to, or
reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest
released to, or reserved for use by, the Company to pay taxes as provided in this Agreement only as directed in the Termination Letter
and the other documents referred to therein; provided that, in the event that a Termination Letter has not been received by the
Trustee by:
(A)
August 16, 2023 (“Termination Date”); or
(B)
if the Chief Executive Officer, Chief Financial Officer or Chairman of the Board extends the time to complete the Business Combination
by one (1) month, the date that is one month after the Termination Date, provided that the Company deposits the Monthly Extension Amount
into the Trust Account on or prior to the Termination Date; or
(C)
if the Chief Executive Officer, Chief Financial Officer or Chairman of the Board further extends the time to complete the Business Combination
by an additional 1-month period, the date that is two months after the Termination Date, provided that the Company deposits the Monthly
Extension Amount into the Trust Account on or prior to the date that is one month after the Termination Date; or
(D)
if the Chief Executive Officer, Chief Financial Officer or Chairman of the Board further extends the time to complete the Business Combination
by an additional 1-month period, the date that is three months after the Termination Date, provided that the Company deposits the Monthly
Extension Amount into the Trust Account on or prior to the date that is two months after the Termination Date; or
(E)
if the Chief Executive Officer, Chief Financial Officer or Chairman of the Board further extends the time to complete the Business Combination
by an additional 1-month period, the date that is four months after the Termination Date, provided that the Company deposits the Monthly
Extension Amount into the Trust Account on or prior to the date that is three months after the Termination Date; or
(F)
if the Chief Executive Officer, Chief Financial Officer or Chairman of the Board further extends the time to complete the Business Combination
by an additional 1-month period, the date that is five months after the Termination Date, provided that the Company deposits the Monthly
Extension Amount into the Trust Account on or prior to the date that is four months after the Termination Date; or
(G)
if the Chief Executive Officer or Chairman of the Board further extends the time to complete the Business Combination by an additional
1-month period, the date that is six months after the Termination Date, provided that the Company deposits the Monthly Extension Amount
into the Trust Account on or prior to the date that is five months after the Termination Date;
but
if the Company has not completed the Business Combination within the applicable monthly anniversary of the Termination Date (“Last
Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date. The form of any extension contemplated by this Section
1(i) shall be in substantially the form attached hereto as Exhibit E. The Trustee agrees to serve as the paying agent of record (“Paying
Agent”) with respect to any distribution of Property that is to be made to the Public Shareholders and, in its separate
capacity as Paying Agent, agrees to distribute such Property directly to the Company’s Public Shareholders in accordance with the
terms of this Agreement and the Company’s amended and restated memorandum and articles of association in effect at the time of
such distribution;”
2.
A new Exhibit E to the Trust Agreement is hereby added as follows:
EXHIBIT
E
[Letterhead
of Company]
[Insert date]
Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re: Trust Account No. [ ] Extension Letter
Dear
Mr. Wolf and Ms. Gonzalez:
Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Oxbridge Acquisition Corp (“Company”)
and Continental Stock Transfer & Trust Company, dated as of October 19, 2021, as amended (“Trust Agreement”),
this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional one (1)
month, from to
(the “Extension”).
This
Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the Extension Payment, which will be wired to you,
into the Trust Account investments upon receipt.
This
is the of up to six Extension Letters.
Very
truly yours,
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ACQUISITION CORP |
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Title: |
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3.
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
4.This
Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one
and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature
or electronic signature shall be deemed to be an original signature for purposes of this Amendment.
5.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section
6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby
ratified, intentionally waived and relinquished by all parties hereto.
6.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
IN
WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written
above.
CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee
By:
|
|
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Name:
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Francis
Wolf |
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Title:
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Vice
President |
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OXBRIDGE
ACQUISITION CORP
By:
|
|
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Name:
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Wrendon
Timothy |
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Title:
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Chief
Financial Officer |
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OXBRIDGE
ACQUISITION CORP.
Suite
201, 42 Edward Street
George
Town, Grand Cayman
Cayman
Islands, KY1-9006
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
OXBRIDGE
ACQUISITION CORP.
The
undersigned hereby appoints Jay Madhu and Wrendon Timothy, and each of them, proxies and attorneys-in-fact, each with the power of substitution
and revocation, and hereby authorizes each to represent and vote, as designated below, all the ordinary shares of Oxbridge Acquisition
Corp. (the “Company”) held of record by the undersigned at the close of business on June 23, 2023 at the Extraordinary General
Meeting to be held on August 11, 2023, at 10:00 a.m., Eastern Time, or any adjournment or postponement thereof and authorizes
and instructs said proxies to vote in the manner directed below. For purposes of the Amended and Restated Memorandum and Articles of
Association of the Company, the physical place of the meeting shall be at Suite 201, 42 Edward Street, George Town, Grand Cayman, Cayman
Islands, KY1-9006.
THIS
PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED “FOR” PROPOSAL ONE, “FOR” PROPOSAL TWO, AND “FOR” PROPOSAL THREE.
(Continued,
and to be marked, dated and signed, on the other side)
OXBRIDGE
ACQUISITION CORP.
EXTRAORDINARY
MEETING OF SHAREHOLDERS
AUGUST
11, 2023
This
Company’s Proxy Statement is available at:
https://www.cstproxy.com/oxac/ext2023
Vote
Your Proxy by mail: Mark, sign and date your proxy card and return it in the postage-paid envelope provided.
|
Please
mark your votes
like
this |
|
☒ |
PROXY
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” PROPOSALS ONE TWO AND THREE.
Extension
Amendment Proposal
1 |
A
special resolution to approve the extension of the date by which the Company must consummate a Business Combination, by allowing the Company to elect to extend the period to consummate an initial business combination up to six times,
each by an additional one-month period, for a total of up to six months, to February
16, 2024, by amending the Company’s Amended and Restated Memorandum and Articles of Association, in the form set forth in the
first resolution in Annex A to the accompanying Proxy Statement (the “Extension Amendment Proposal”). |
|
☐
For |
|
☐
Against |
|
☐
Abstain |
Trust
Agreement Amendment Proposal
2. |
A
proposal to amend the Company’s investment management trust agreement, dated as of August 11, 2021, by and between the Company
and Continental Stock Transfer & Trust Company allowing the Company to extend the business combination period from August 16,
2023 to February 16, 2024 and to make confirming changes to the Trust Agreement (the “Trust Agreement Amendment Proposal”). |
|
|
|
☐
For |
|
☐
Against |
|
☐
Abstain |
Adjournment
Proposal
3. |
An
ordinary resolution to approve the adjournment of the EGM to a later date or dates, if necessary or convenient, either (x) to permit
further solicitation and vote of proxies and if, based upon the tabulated vote at the time of the EGM, there are insufficient votes
to approve the Extension Amendment Proposal or the Trust Agreement Amendment
Proposal, (y) to permit withdrawals by public shareholders of their elections to redeem their public shares or to enable the
Sponsor, its investors, our directors, officers, advisors or any of their respective affiliates to undertake share purchases or other
transactions for the purpose of limiting the number of public shares electing to redeem or (z) if the Board determines before the
EGM that it is not necessary or no longer desirable to proceed with the Extension Amendment Proposal or the Trust Agreement Amendment Proposal. |
|
☐
For |
|
☐
Against |
|
☐
Abstain |
PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
COMPANY
ID:
PROXY
NUMBER:
ACCOUNT
NUMBER:
Signature |
|
Signature |
|
Date
__________, 2023 |
Note:
Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign in
full corporate name by duly authorized officer, giving full title as such. If a partnership, please sign in partnership name by authorized
person.
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