Current Report Filing (8-k)
November 14 2022 - 4:13PM
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2022-11-09
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 9, 2022
OXBRIDGE
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
Cayman
Islands |
|
001-40725 |
|
98-1615951 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
Suite
201, 42 Edward Street
Georgetown,
Grand Cayman
P.O.
Box 469, KY1-9006
Cayman
Islands
(Address
of principal executive offices, including zip code)
(345)
749-7570
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class: |
|
Trading
symbol |
|
Name
of each exchange on which registered |
Units, each consisting of one Class A ordinary share
$0.0001, and one redeemable warrant |
|
OXACU |
|
The Nasdaq Stock Market
LLC |
Class A ordinary shares included as part of the units |
|
OXAC |
|
The Nasdaq Stock Market
LLC |
Redeemable warrants included as part of the units |
|
OXACW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On
November 14, 2022, Oxbridge Acquisition Corp. (the “Company”) issued a promissory note (the “Note”)
in the aggregate principal amount of $575,000 to OAC Sponsor Ltd., the sponsor of the Company (the “Sponsor”),
in connection with the extension of the termination date for the Company’s initial business combination (the “Initial
Business Combination”) from November 16, 2022 to August 16, 2023 (the “Termination Date”), which extension
was approved at the EGM (defined below) held on November 9, 2022.
The
Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Initial Business Combination,
or (b) the date of the liquidation of the Company. The issuance of the Note was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act of 1933, as amended.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item
5.03 Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On
November 9, 2022, the Company held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the Extension
Amendment Proposal (as defined below) to amend the Company’s Amended and Restated Memorandum and Articles of Association (“Charter
Amendment”) was approved. The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on
November 11, 2022. A copy of the Charter Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
Item
5.07 Submission of Matters to a Vote of Security Holders.
At
the EGM on November 9, 2022, the Company’s shareholders were presented the proposals to extend the date by which the Company
must consummate a business combination from November 16, 2022 to August 16, 2023 (or such earlier date as determined by the Board) by
amending the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”).
The proposal to adjourn the EGM to a later date was not presented because there were enough votes to approve the Extension Amendment
Proposal.
Set
forth below are the final voting results for the Extension Amendment Proposal. The approval of the Extension Amendment Proposal required
the affirmative vote of a majority of at least two-thirds of holders of Ordinary Shares who attended and voted at the
EGM.
The
Extension Amendment Proposal was approved with the following vote from the holders of Ordinary Shares:
For |
|
Against |
|
Abstentions |
11,107,631 |
|
669,252 |
|
3,409 |
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.
The
Sponsor has agreed to contribute to the Company a loan of $575,000 (the “Extension Loan”), to be deposited
into the Company’s trust account (the “Trust Account”) to extend the Termination Date from November
16, 2022 to August 16, 2023. The Extension Loan will be deposited into the Trust Account on or around November 15, 2022.
Item
9.01 Financial Statements and Exhibits.
(d) |
Exhibits. The
following exhibits are filed with this Form 8-K: |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
Oxbridge Acquisition Corp. |
|
|
|
|
By: |
/s/
Wrendon Timothy |
|
|
Wrendon Timothy |
|
|
Chief Financial Officer, Treasurer, Secretary, and
Director |
|
|
|
Dated: November 14, 2022 |
|
|
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