Jet Token to Become Publicly Listed via Business Combination with Oxbridge Acquisition Corp. and Change Name to Jet.AI

Jet Token, a private aviation booking and membership platform, and Oxbridge Acquisition Corp. a publicly-traded special purpose acquisition company (“SPAC”), announced they have entered into a definitive business combination agreement that 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 transaction is expected to provide the Company with access to the capital markets and thereby position the Company to accelerate its AI software development and expansion of its aircraft fleet.

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“We are very excited to support Jet Token as it executes it growth plan” said Jay Madhu, Chief Executive Officer and Chairman of the Board of OXAC. “We believe this transaction will provide an attractive entry point and valuation for OXAC’s investors with the potential for significant upside.”

“We’re thrilled with the transaction and believe this strategic move positions the Company for continued growth and success at the nexus of private aviation and high technology. Along with this exciting development, we are also pleased to announce that we will be changing our name to Jet.AI Inc. to reflect our new focus on the use of artificial intelligence to enhance our expanding fleet and create new revenue streams” said Michael Winston, Founder and Executive Chairman of Jet Token.

Transaction Overview

The combined company will be known as Jet.AI Inc. and will operate under the same management team as Jet Token, which is led by Mr. Winston. 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.

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The transaction, which has been unanimously approved by the boards of directors of Jet Token and Oxbridge, is subject to approval by the stockholders of Jet Token and Oxbridge, respectively, and other customary closing conditions. 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.

All cash remaining on the combined company’s balance sheet at the closing of the transaction, after the settlement of transaction-related expenses, is expected to be utilized for working capital and general corporate purposes.

A more detailed description of the transaction terms and a copy of the definitive merger agreement will be included in a Current Report on Form 8-K to be filed by Oxbridge with the United States Securities and Exchange Commission (the “SEC”). Oxbridge will file a registration statement on Form S-4 (which will contain a proxy statement and prospectus) with the SEC in connection with the transaction.

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