| Summary of Significant Accounting Policies | Note
2— Summary of Significant Accounting Policies Basis
of Presentation The
accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States
of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation
S-X of the SEC. Going Concern In connection with the Company’s assessment
of going concern considerations in accordance GAAP, management has determined that if the Company is unable to raise additional funds
to alleviate liquidity needs as well as complete a Business Combination by August 16, 2023, then the Company will cease all operations
except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial
doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets
or liabilities should the Company be required to liquidate after August 16, 2023. Management’s plans to address this need for
capital through potential loans from certain of our affiliates. However, our affiliates are not obligated to make loans to us in the future,
and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Emerging
Growth Company The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from
being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had
a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are
required to comply with the new or revised financial accounting standards. The
JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out
of such extended transition period, which means that when a standard is issued or revised and it has different application dates for
public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This
may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company
nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential
differences in accounting standards used. OXBRIDGE
ACQUISITION CORP. NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2022 Note
2—Summary of Significant Accounting Policies (continued) Use
of Estimates The
preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement
and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgement.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at
the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one
or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
A material estimate that is particularly susceptible to significant change in the near-term relates to the fair value of the
derivative warrant liabilities. Although considerable variability is likely to be inherent in this estimate, management believes
that the amounts provided are reasonable. This estimate is continually reviewed and adjusted if necessary. Such adjustment is
reflected in current operations. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
As of December 31, 2022, the Company had approximately $ 212,000 Marketable
Securities Held in Trust Account At
December 31, 2022, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily
in U.S. Treasury securities. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading
securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting
from the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust
Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined
using available market information. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution,
which, at times, may exceed the Federal Depository Insurance Company coverage of $ 250,000 Financial
Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short-term
nature. Fair
Value Measurements Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● Level 1, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets;
● Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and
● Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations
derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable OXBRIDGE
ACQUISITION CORP. NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2022 Note
2—Summary of Significant Accounting Policies (continued) In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement. Derivative
financial instruments The
Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates
all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain
features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”).
The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, will
be re-assessed at the end of each reporting period. Derivative warrant liabilities will be classified as non-current liabilities as their
liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. The
17,260,000 11,500,000 5,760,000 Class
A Ordinary Shares Subject to Possible Redemption As
of December 31, 2022, there were 1,301,952 1,186,952 Earnings
(Loss) Per Ordinary Share The
Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Earnings (Loss) per
ordinary share is computed by dividing earnings (loss) by the weighted average number of ordinary shares outstanding during the
period. The Company has two classes of
ordinary shares, Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of
shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share
pro rata in the income/loss of the Company. Accretion associated with the redeemable shares of Class A common stock is excluded from earnings
per share as the redemption value approximates fair value. At
December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into ordinary shares and then share in the earnings of the Company due to the exercise price exceeding the
average market price of the Company’s ordinary share during the year ended December 31, 2022. As a result, diluted earnings
per share is the same as basic earnings per share for the year ended December 31, 2022. At
December 31, 2021, due to net loss the Company did not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into ordinary shares and then share in the loss of the Company. As a result, diluted loss per share is the
same as basic loss per share for the period ended December 31, 2021. The
following table reflects the calculation of basic and diluted net earnings (loss) per share (in dollars, except per share
amounts): Schedule of Basic and Diluted Net Loss Per
Share
For
the Year Ended December
31, 2022 For
the Period from April
12, 2021 (Inception) Through December
31, 2021 (as restated)
Class
A Class
B Class
A Class
B
Basic
and diluted earnings (loss) per ordinary share
Numerator:
Allocation
of net earnings (loss) $ 5,605,148 $ 1,570,832 $ (2,839,120 ) $ (702,753 )
Denominator:
Basic
and diluted weighted average shares outstanding 10,258,764 2,875,000 11,615,000 2,875,000
Basic
and diluted net earnings (loss) per ordinary share $ 0.546 $ 0.546 $ (0.244 ) $ (0.244 ) OXBRIDGE
ACQUISITION CORP. NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2022 Note
2—Summary of Significant Accounting Policies (continued) Income
Taxes The
Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred
tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period
that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized. ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than
not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the
Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as
income tax expense. As of December 31, 2022 and 2021, there were no unrecognized tax benefits and no amounts accrued for interest and
penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material
deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially
change over the next twelve months. The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the period presented. Recent
Accounting Pronouncements Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statements. Reclassifications Any
reclassifications of prior year amounts have been made to conform to the current period presentation. OXBRIDGE
ACQUISITION CORP. NOTES
TO FINANCIAL STATEMENTS DECEMBER
31, 2022 |
