United States securities and exchange commission logo
June 16, 2023
Jay Madhu
Chief Executive Officer
Oxbridge Acquisition Corp.
Suite 201, 42 Edward Street
Georgetown, Grand Cayman
P.O. Box 469, KY1-9006
Cayman Islands
Re: Oxbridge
Acquisition Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed June 6, 2023
File No. 333-270848
Dear Jay Madhu:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our May
26, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-4
Background of the Business Combination
The Oxbridge Board's Reasons for the Approval of the Business
Combination, page 109
1. We note your response
to prior comment 8 and reissue the comment. Please revise to
provide a basis for
your statement that the Oxbridge Board believes the [private aviation]
industry can expand to
$80 billion by 2025.
Jay Madhu
FirstName LastNameJay Madhu
Oxbridge Acquisition Corp.
Comapany
June NameOxbridge Acquisition Corp.
16, 2023
June 16,
Page 2 2023 Page 2
FirstName LastName
Opinion of Stanton Park Advisors, LLC, page 114
2. Your revised disclosure in response to prior comment 18 states that
the opinion of Stanton
Park Advisors stated that the total merger consideration is within or
below a range
suggested by certain financial analysis. However, we note that Stanton
delivered its
opinion that the purchase price to be paid by Oxbridge is fair from a
financial point of
view to the public stockholders of Oxbridge. Please clarify how
Stanton determined
that the purchase price is fair from a a financial point of view if
the total merger
consideration is below a range suggested by certain financial
analysis.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Jet
Token, page 169
3. We note your revisions to your disclosure based on comment 12. Please
further revise
your discussion of changes for each period presented to address the
following items:
For the three month period ended March 31, 2023, the revenues
detailed on page 170
total approximately $1.6 million. However, total revenues are
noted to be
approximately $1.9 million. Please revise as necessary.
For each period presented, you have included discussion of
gross profit (loss) for an
amount that is not consistent with the gross profit (loss)
presented in the table on page
170 or the amount included in your financial statements. Please
revise as necessary.
Please revise your discussion of changes in cost of revenues to
fully explain the
change year over year. In this regard, we note cost of revenue in
2022 was
approximately $19.8 million. However, you have discussed amounts
that total
approximately $4.5 million. In addition, in the last paragraph of
your cost of sales
discussion, you state In total, it cost $2.9 million to
operate these aircraft in 2022
compared to $0.7 million in 2021. Please tell us how you
determined the amounts
included in this sentence and revise your disclosure.
It appears you have commingled the discussion of general and
administrative
expenses with the change in operating expenses under the heading
Operating
Expenses for both the quarterly and annual periods. We note
you discuss sales and
marketing and research and development in this paragraph, as well
as in separate
paragraphs. Please revise your disclosure.
Please revise the heading in the table on the bottom of page
170 to correctly identify
the information for the three months ended March 31, 2022.
Currently, both columns
are marked 2023.
Liquidity and Capital Resources, page 174
4. Please revise to include a discussion of Jet Token's liquidity and
capital resources for the
three months ended March 31, 2023.
Jay Madhu
FirstName LastNameJay Madhu
Oxbridge Acquisition Corp.
Comapany
June NameOxbridge Acquisition Corp.
16, 2023
June 16,
Page 3 2023 Page 3
FirstName LastName
Share Purchase Agreement, page 185
5. We note your response to prior comment 16 and reissue it in part.
Please expand
your disclosure to discuss the pricing provisions included in Section
6.01 of the Share
Purchase Agreement. In that regard, we note that the agreement
specifies that the per-
share purchase amount shall be equal to 90% of the average daily
closing price during the
draw down pricing period.
Beneficial Ownership of Securities, page 215
6. Your revised disclosure in response to prior comment 17 reflects that
GEM Yield
Bahamas Limited will hold in excess of 20% of JET.AI common stock
following the
business combination and that such interest consists of shares of
common stock issuable
upon the exercise of the GEM Warrant. This disclosure appears
inconsistent with your
disclosure elsewhere that following the business combination the GEM
warrant entitles
GEM to purchase 6% of outstanding common stock of JET.AI on a fully
diluted basis.
Please revise or advise. In addition, please disclose the natural
person or persons who
directly or indirectly exercise sole or share voting or investment
control over the shares
held by GEM Yield Bahamas Limited. Refer to Item 403 of Regulation S-K
and Exchange
Act Rule 13d-3.
General
7. We note your response to prior comment 23 regarding the sources of
your industry and
market data. Please revise your disclosure throughout the proxy
statement/prospectus to
provide more details for each of the cited sources, including the
titles and dates of any
reports.
8. We note that Maxim Group, LLC. was the underwriter for Oxbridge's
initial public
offering and has advised on the business combination transaction with
Jet Token. Please
tell us, with a view to disclosure, whether you have received notice,
or any other
indication, from Maxim Group, LLC. that it will cease involvement in
your transaction
and how that may impact your deal or the deferred underwriting
compensation owed for
Oxbridge s initial public offering.
9. Please obtain and file a revised legality opinion that opines on all
relevant securities being
registered pursuant to the registration statement. In that regard, we
note that Exhibit 107
reflects 7,918,408 newly issued and issuable securities.
Jay Madhu
FirstName LastNameJay Madhu
Oxbridge Acquisition Corp.
Comapany
June NameOxbridge Acquisition Corp.
16, 2023
June 16,
Page 4 2023 Page 4
FirstName LastName
You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796
or Kimberly
Calder, Assistant Chief Accountant. at 202-551-3701 if you have questions
regarding comments
on the financial statements and related matters. Please contact Michael
Purcell, Staff Attorney, at
202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation
cc: Hallie Heath