December 25, 2024
Another SPAC IPO as Las Vegas-based Jet Token plans a merger and name change to Jet.AI.
Jet Token Inc. and Oxbridge Acquisition Corp. (NASDAQ: OXAC), a publicly-traded special purpose acquisition company, today 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. Its securities are expected to be listed on Nasdaq Capital Markets, according to a press release.
It joins Flexjet and FlyExclusive with IPO plans this year.
Verijet briefly announced similar plans before its SPAC partner instead decided to liquidate. It now plans to expand via private equity investment.
Wheels Up and Blade both went public via SPAC mergers in 2021.
The transaction is expected to provide the company with access to the capital markets,
Jet Token plans to accelerate its AI software development and expansion of its aircraft fleet.
“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.
He added, “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.
Jet.AI Inc. will operate under the same management team as Jet Token, led by Winston.
The transaction contemplates an enterprise value of approximately $45 million for Jet Token. 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 transaction has been unanimously approved by the boards of directors of Jet Token and Oxbridge.
It 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,
It 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.
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.
Maxim Group LLC is serving as the sole financial advisor to Oxbridge. Fox Rothschild LLP is serving as legal counsel for Jet Token. Dykema Gossett PLLC is serving as legal counsel for Oxbridge.
Las Vegas-based Jet Token was founded in 2018 by Winston.
It started by offering shares and jet cards on the HondaJet.
Since then, it expanded with jet cards using the fleet of Part 135 operator Cirrus Aviation Services.
It offers fixed-rate jet cards on both an as-available and guaranteed availability basis.
Oxbridge is a Cayman Islands-exempted, Cayman Islands-based blank check company incorporated in 2021. Oxbridge was formed with the purpose of entering into a merger in the field of blockchain technology, artificial intelligence, and insurance technology.
In August, Jet Token announced a $40 million commitment for post-IPO funding via Gem Global Yield Services.
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