Oxbridge Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: Jet.AI Inc.
ENTERPRISE VALUE: $73.9 million
ANTICIPATED SYMBOL: tbd
Oxbridge Acquisition Corp proposes to combine with Jet.AI Inc.
Jet Token, a Delaware corporation headquartered in Las Vegas, Nevada, was founded in 2018 by Michael Winston, its Executive Chairman. Jet Token, directly and indirectly through its subsidiaries, is principally involved in (i) the sale of jet cards, which enable holders to use certain aircraft owned, leased by, arranged and/or managed by Jet Token and others at agreed-upon rates, as well as the sale of fractional interests in aircraft, and (ii) the operation of a proprietary booking platform, which functions as a prospecting and quoting platform to arrange private jet travel with third party carriers as well as via Jet Token’s leased and managed aircraft.
SUBSEQUENT EVENT – 8/7/23 – LINK
- Forward Purchase Agreement:
- The SPAC entered into an agreement with (i) Meteora Capital Partners, LP (“MCP”), (ii) Meteora Select Trading Opportunities Master, LP (“MSTO”), and (iii) Meteora Strategic Capital, LLC (collectively, “Seller”) (the “Forward Purchase Agreement”) for OTC Equity Prepaid Forward Transactions.
- The Seller intends, but is not obligated, to purchase up to 1,186,952 (the “Purchased Amount”) Class A ordinary shares of Oxbridge concurrently with the Closing pursuant to the Seller’s FPA Funding Amount PIPE Subscription Agreement, less the number of Oxbridge Shares purchased by the Seller separately from third parties through a broker in the open market (“Recycled Shares”).
- The Seller shall not be required to purchase an amount of Oxbridge Shares such that following such purchase, that Seller’s ownership would exceed 9.9% of the total Oxbridge Shares outstanding immediately after giving effect to such purchase, unless the Seller, at its sole discretion, waives such 9.9% ownership limitation.
- The Forward Purchase Agreement provides for a prepayment shortfall in an amount equal to $1,250,000 (the “Prepayment Shortfall”); provided that Seller shall pay one half (1/2) of the Prepayment Shortfall to Counterparty on the Prepayment Date (which amount shall be netted from the Prepayment Amount) (the “Initial Shortfall”) and, at the request of Counterparty, the other one half (1/2) of the Prepayment Shortfall (the “Future Shortfall”) on the date that the SEC declares the Registration Statement effective (the “Registration Statement Effective Date”), provided the VWAP Price is greater than $6.00 for any 45 trading days during the prior 90 consecutive trading day period and average daily trading value over such period equals at least four times the Future Shortfall.
TRANSACTION
- 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.
- 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.
- The proposed business combination is expected to be completed late in the second quarter of 2023.
SPAC FUNDING
- There is no additional funding for this transaction
LOCK-UP
- Company and Sponsor
- Terms have not been negotiated yet.
NOTABLE CONDITIONS TO CLOSING
- The Acquiror having at least $5,000,001 of net tangible assets following the exercise of Redemption Rights in accordance with the Acquiror Organizational Documents
NOTABLE CONDITIONS TO TERMINATION
- Either the Acquiror or the Company if the Effective Time shall not have occurred prior to July 1, 2023 (the “Outside Date”) – [AMENDED OUTSIDE DATE is August 16, 2023]
ADVISORS
- Maxim Group LLC is serving as 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.
EXTENSION – 11/14/22 – LINK
- On November 14, 2022, Oxbridge Acquisition Corp. issued a promissory note in the aggregate principal amount of $575,000 to OAC Sponsor Ltd., the sponsor of the Company, in connection with the extension of the termination date for the Company’s initial business combination from November 16, 2022, to August 16, 2023, which extension was approved at the EGM held on November 9, 2022.
- In connection with the vote to approve the Extension Amendment Proposal, the holders of 10,313,048 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.21 per share, for an aggregate redemption amount of approximately $105,296,220 in connection with the Extension Amendment Proposal.
MANAGEMENT & BOARD
Executive Officers
Jay Madhu, 54
Chief Executive Officer, President, and Chairman of the Board of Directors
Mr. Madhu is a founder of Oxbridge Re Holdings Limited (NASDAQ: OXBR), a Cayman Islands based NASDAQ-listed reinsurance holding company. He has served as the President, Chief Executive Officer and director since its inception in April 2013 and serves as Chairman of the Board of Directors since March 2018. Mr. Madhu also serves as a director of Oxbridge Reinsurance Limited and Oxbridge Re NS, the wholly owned licensed reinsurance subsidiaries of Oxbridge Re. Mr. Madhu also serves as a director of our company’s sponsor, OAC Sponsor Ltd. Mr. Madhu is a founder and director of HCI Group, Inc. (NYSE: HCI), an NYSE-listed publicly traded company (“HCI”) since May 2007. Mr. Madhu serves on the board of HCI, which oversaw and monitored the formation and growth of TypTap Insurance Company (“TypTap”) and its holding company, TypTap Insurance Group, Inc. TypTap is HCI’s rapidly growing InsurTech homeowners and flood insurance subsidiary formed in January 2016, now with over a $100 million in annualized revenue. Mr. Madhu also served on the board of Exzeo Software Private Limited (“Exzeo”), an Indian software development company and subsidiary of HCI from August 2012 to December 2018. TypTap’s operations are powered substantially by technologies developed by Exzeo. Mr. Madhu also serves as a director on a number of other HCI’s subsidiaries, and also served as President of Green Leaf Capital, HCI’s real estate division from June 2011 to June 2013. Mr. Madhu also served as HCI Vice President of Investor Relations and President of Marketing during the years 2008 through 2013. Mr. Madhu has also served as a director on the board of directors of First Home Bancorp, Inc. (OTCQX: FHBI), an OTC-listed publicly held bank holding company in Seminole, Florida from August 2013 to April 2014. Mr. Madhu also served as a director on the board of directors of Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR), a NASDAQ listed publicly held real estate investment trust from November 2012 to June 2014. Mr. Madhu is an approved director with Cayman Islands Monetary Authority, Bermuda Monetary Authority, Florida Office of Insurance Regulation, Arkansas Insurance Department, California Department of Insurance, Maryland Insurance Administration, New Jersey Department of Banking and Finance, North Carolina Department of Insurance, Ohio Department of Insurance, Pennsylvania Insurance Department and South Carolina Department of Insurance. Mr. Madhu attended Northwest Missouri State University where he studied marketing and management.
Wrendon Timothy, 41
Chief Financial Officer, Treasurer, Secretary and Director
Mr. Timothy has served as Chief Financial Officer and Corporate Secretary of Oxbridge Re Holdings Limited (NASDAQ: OXBR), a Cayman Islands based NASDAQ-listed reinsurance holding company. He has served in these positions since August 2013. In his role, he has provided financial and accounting consulting services with a focus on technical and SEC reporting, compliance, internal auditing, corporate governance, mergers & acquisitions analysis, risk management, and CFO and controller services. Mr. Timothy also serves as an executive and director of Oxbridge Reinsurance Limited and Oxbridge Re NS, the wholly-owned licensed reinsurance subsidiaries of Oxbridge Re. Mr. Timothy also serves as a director of our company’s sponsor, OAC Sponsor Ltd. Mr. Timothy started his financial career at PricewaterhouseCoopers (Trinidad) in 2004 as an Associate in their assurance division, performing external and internal audit work, and tax-related services. Throughout his career progression and transitions through KPMG Trinidad and PricewaterhouseCoopers (Cayman Islands), Mr. Timothy has successfully delivered services across both the public and private sectors, spanning insurance and reinsurance, banking, hedge funds, trusts, investment management, manufacturing, beverage, construction, glass, healthcare, retail, construction, marketing, restaurant, software, sports, and tourism industries. Mr. Timothy management roles allowed him to be heavily involved in the planning, budgeting, and leadership of engagement teams, serving as a liaison for senior client management, and advising on technical accounting matters. Mr. Timothy is a Fellow of the Association of Chartered Certified Accountants (ACCA), a Chartered Corporate Secretary and also holds a Postgraduate Diploma in Business Administration and a Master of Business Administration, with Distinction (with a Specialism in Finance (with Distinction)), from Heriot Watt University in Edinburg, Scotland. Mr. Timothy holds directorship and leadership roles with a number of privately-held companies, and also serves on various not-for-profit organizations, including his governance role as Chairman of Audit & Risk Committee of The Utility Regulation & Competition Office of the Cayman Islands. Mr. Timothy is an active Fellow Member of the ACCA, an active member of the Cayman Islands Institute of Professional Accountants (CIIPA), and an active Associate Member of the Chartered Governance Institute (formerly the Institute of Chartered Secretaries and Administrators).
Board of Directors
Jason Butcher, 46
Director
Mr. Butcher is an entrepreneur with nearly 3 decades of experience building global businesses across diverse industries and ever-changing financial markets. His daily role involves being an active player in a number of global Fintech, payment processing, crowdfunding and blockchain technology projects. Mr. Butcher has served as the Chief Executive Officer and a director of CoinPayments Inc. since November 2019. He previously served as Coinpayment’s Chief Operating Officer from May 2016 through November 2019. Coinpayments was founded in 2013 and is the first crypto payment processor that utilized blockchain technology, and it accepts more than 2,175 cryptocurrencies and serves over 70,000 business merchants and 1,000,000 personal wallet users globally. Coinpayments has seen over $10 billion in cryptocurrency payments since its inception in 2013. Mr. Butcher was also the founder of Parallel Payments in April 2011 and has served as the Chief Executive Officer and a director of Parallel Payments since 2021. Parallel Payments is a U.S.-based licensed money service broker that offers a digital infrastructure for online payments and money services to institutions, consumers, and businesses. In 2018, Mr. Butcher also founded HODLtech OU, an Estonian-based virtual asset service provider that provides digital wallet custodial and compliance services to customers globally. Mr. Butcher is a founder and director of Digisure Ltd., a Cayman Islands-based technology company that is a leader in consumer and business credit and debit card programs, including mobile wallets, which help members access their payments conveniently and get rewarded for simply using their cards. Mr. Butcher is also the founder of Gateway Technologies, Infinity Developments, Revolutionary Technologies, Broadbase Consulting and Orbit Capital, which are all Cayman Islands-based companies in the field of technology development, property development, technology consulting and investment holdings, respectively. He also serves (or has served) as a director on the boards of these companies. Mr. Butcher serves as board member and advisor for a number of payments, fintech businesses and associations including the Emerging Payments Association, a UK commercial membership association of payment industry influencers whose members collectively transact more than six trillion British pounds (£6,000,000,000,000) annually and employing over 300,000 staff.
Allan Martin, 56
Director
Mr. Martin is the co-founder of Lumina Analytics, an artificial intelligence technology and big data analytics technology company founded in 2015. Lumina’s proprietary deep web listening algorithms uncover risk, provide timely, actionable information and help prevent catastrophic loss. Mr. Martin currently serves as Chairman and previously has served as Lumina’s Chief Executive Officer from its inception in 2015 to December 2020. Mr. Martin served as a director & Nominating & Corporate Governance Committee Chair of Oxbridge Re Holdings Limited (NASDAQ: OXBR) from April 2013 through to May 2017. From October 2009 to present, Mr. Martin has been CEO of Atlantic Merchant Capital Investors, a private equity firm based in Tampa, Florida that focuses on the origination of proprietary private equity transactions in financial services and data analytics. Prior to that, from June 2005 to September 2009, Mr. Martin was CEO of Mortgage Contracting Services (MCS) of Tampa, Florida and led a successful leveraged buy-out of the firm in 2005. MCS is a national mortgage field services company. He was a founder and advisory board member of USAmeribank from 2006 to 2010. From January 2010 to December 2017, Mr. Martin was a director of Florida Capital Group and its subsidiary, Florida Capital Bank. During that time, he also served as the bank’s audit chair. Mr. Martin has been a director of Moffitt Medical Group since March 2013 and was Chairman until January 2021. He also serves as an officer and director of several additional portfolio companies of Atlantic Merchant Capital Partners. Mr. Martin is a past trustee of Jesuit High School of Tampa, and currently managing partner of Fleur De Lis Partners, a private investment group, and chairman of the Martin Family Foundation. Mr. Martin obtained his Bachelor of Science in Business Administration with a Major in Accounting from the University of Southern Maine in May 1987. He began his career with Touche Ross & Co (today Deloitte) before beginning his entrepreneurial career.
William L. Yankus, 61
Director
Mr. Yankus is an experienced investment banking specialist with a demonstrated history of working in the insurance industry. Since July 2015, Mr. Yankus has served as Founder and Principal of Pheasant Hill Advisors, LLC, a New York based advisor firm that provides various research, advisory, private equity capital raising and M&A services primarily to the insurance industry and insurance industry investors. Since March 2016, Mr. Yankus has served on the board of directors of Kingstone Companies, Inc. (NASDAQ: KINS), a New York based NASDAQ-listed property and casualty insurance company. He has also served as the Chairman of Kingstone’s Compensation Committee since April 2017, and as the Chairman of Kingstone’s Investment Committee since February 2020. In a consulting capacity, Mr. Yankus also serves as the Managing Director of Parker Benjamin’s Investment Banking Practice, which primarily provides valuations services and advice to businesses. Mr. Yankus is also a Senior Advisor at Independent Insurance Analysts LLC, which provides investment analysis, credit research and investment banking services related to the life insurance industry. From September 2011 to June 2015, Mr. Yankus served as Managing Director for Sterne Agee, one of the oldest privately owned financial services firm in the USA. Sterne Agee offers wealth management and investment services to a diverse client base and custodies nearly $26 billion in client assets. Prior to Sterne Agee, Mr. Yankus also held executive and leadership roles with other reputable financial services and investment banking firms, including serving as Head of Insurance Research at Macquarie Group from December 2009 to November 2010, Managing Director-Insurance Research for Fox-Pitt, Kelton from May 1993 to November 2009, and Vice President, Insurance Research at Conning & Company from June 1985 to Apr 1993. He completed the CFA program in 1989 and passed the CT uniform CPA exam in 1984. He received his B.A. degree in Economics and Accounting from The College of the Holy Cross.