Jet Token Inc. signed a Letter of intent to acquire Oxbridge Acquisition Corp. (NasdaqCM:OXAC) from a group of shareholders in a reverse merger transaction on December 23, 2022. Jet Token Inc. entered into a definitive business combination agreement to acquire Oxbridge Acquisition Corp. from a group of shareholders for approximately $110 million in a reverse merger transaction on February 24, 2023. The transaction contemplates an enterprise value of approximately $45 million for Jet Token, and additional earnout warrants with a Black Scholes valuation of $60 million. The earnout warrants have a strike price of $15 and a term of 10 years. As such, Jet Token shareholders are expected to receive total mixed consideration of $105 million, or $0.72 per Jet Token share. The proposed business combination contemplates that Jet Token stockholders will roll 100% of their equity holdings into the combined company and will hold approximately 52.6% of the issued and outstanding shares of common stock of the combined company immediately following the consummation of the transaction, assuming no redemptions by Oxbridge?s existing shareholders. Transaction is expected to result in Jet Token becoming publicly listed. Upon the closing of the transaction, the combined company will be named Jet.AI Inc. and its securities are expected to be listed on Nasdaq Capital Markets. The combined company will operate under the same management team as Jet Token, which is led by Michael Winston, Founder and Executive Chairman of Jet Token.

The transaction is subject to approval by the stockholders of Jet Token and Oxbridge; all required filings under the HSR Act having been completed and the any waiting period applicable to the consummation of the Transactions under the HSR Act having expired or terminated; the Registration Statement being declared effective and remaining in effect; Shares of combined company being listed on the Nasdaq Capital Market, or another national securities exchange mutually agreed to by the parties, as of the Closing Date; OXAC having at least $5,000,001 of net tangible asset; the period for exercising appraisal rights pursuant to Section 262 of the DGCL shall have lapsed; all members of OXAC's board shall have executed written resignations; OXAC shall have received employment agreements and other customary closing conditions. The transaction has been unanimously approved by the boards of directors of Jet Token and Oxbridge. As of July 31, 2023, Oxbridge Acquisition Corp schedules an extraordinary general meeting on August 4, 2023. As of August 7, 0223, Oxbridge Acquisition?s shareholders have approved the transaction. The proposed business combination is expected to be completed late in the second quarter of 2023.

Maxim Group LLC is serving as sole financial advisor to Oxbridge. Loren D. Danzis, Stephen M. Cohen and Lauren W. Taylor of Fox Rothschild LLP serving as legal counsels for Jet Token, and Kate Bechen of Dykema Gossett PLLC serving as legal counsels for Oxbridge. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Oxbridge. Karen Smith of Advantage Proxy acted as proxy solicitor to Oxbridge for a fee of $5,000, plus disbursements. Stanton Park Advisors LLC acted as fairness opinion provider to the board of Oxbridge and will receive a fee of $22,500 in connection with delivery of its Opinion. Dykema Gossett PLLC, Maxim Group LLC and Stanton Park Advisors LLC acted as due diligence providers to Oxbridge.

Jet Token Inc. completed the acquisition of Oxbridge Acquisition Corp. (NasdaqCM:OXAC) from a group of shareholders in a reverse merger transaction on August 10, 2023.