Jet.AI Inc. — Regulatory Filings 2021

Jul 30, 2021

S-1/A 1 forms-1a.htm

As filed with the Securities and Exchange Commission on July 29, 2021

Registration No. 333-257998

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Oxbridge Acquisition Corp.

(Exact name of registrant as specified in its charter)

| Cayman
Islands | 6770 | N/A |
| --- | --- | --- |
| (State
or other jurisdiction of incorporation
or organization) | (Primary
Standard Industrial Classification
Code Number) | (I.R.S.
Employer Identification
Number) |

| Oxbridge
Acquisition Corp. Suite
201, 42 Edward Street Georgetown, Grand Cayman, P.O.
Box 469, KY1-9006 Cayman
Islands Tel:
(345) 749-7570 |
| --- |
| (Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices) |

Field: Rule-Page

Field: /Rule-Page

| Jay
Madhu Chairman
& Chief Executive Officer |
| --- |
| Suite
201, 42 Edward Street Georgetown,
Grand Cayman, P.O.
Box 469, KY1-9006 Cayman
Islands Tel:
(345) 749-7570 |
| (Name,
address, including zip code, and telephone number, including area code, of agent for service) |

Field: Rule-Page

Field: /Rule-Page

Copies to:

Curt P. Creely, Esq. Foley & Lardner LLP 100 North Tampa Street Suite 2700, Tampa, Florida, 33602 Tel: (813) 229-2300 Maples and Calder (Cayman) LLP P.O. Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands Tel: (345) 949-8066 Richard Friedman, Esq. Stephen A. Cohen, Esq. Sean F. Reid, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112005 (212) 634-3031

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large
accelerated filer [ ] | Accelerated
filer [ ] |
| --- | --- |
| Non-accelerated
filer [X] | Smaller
reporting company [X] |
| | Emerging
growth company [X] |

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 7(a)(2)(B) of the Securities Act. [ ]

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

EXPLANATORY NOTE

This Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-257998) is filed solely to amend Item 16 of Part II thereof and to file certain exhibits thereto. This Amendment No. 1 does not modify any provision of the preliminary prospectus contained in Part I. Accordingly, the preliminary prospectus has been omitted.

Field: Page; Sequence: 2

Field: /Page

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting discount and commissions) will be as follows:

Legal fees and expenses	$
Printing and road show expenses	25,000
Accounting fees and expenses	45,000
SEC/FINRA expenses	30,000
Directors’ and officers’ insurance premiums (1)	500,000
Nasdaq listing and filing fees	75,000
Reimbursement to underwriters for expenses	100,000
Miscellaneous expenses	10,000
Total	$ 1,035,000

(1) This amount represents the approximate amount of annual director and officer liability insurance premiums the registrant anticipates paying following the completion of its initial public offering and until it completes an initial business combination.

Item 14. Indemnification of Directors and officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide for indemnification of our officers and directors to the maximum extent permitted by applicable law, including for any liability incurred in their capacities as such, except through their own actual fraud or willful default. We may purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We will enter into indemnity agreements with each of our officers, directors, and advisors, a form of which is to be filed as an exhibit to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted by applicable Cayman Islands law and to hold harmless, exonerate and advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Field: Page; Sequence: 3; Options: NewSection; Value: 1

II- 1

Field: /Page

Item 15. Recent Sales of Unregistered Securities.

On April 12, 2021, OAC Sponsor Ltd., our sponsor, purchased an aggregate of 2,875,000 founder shares, for an aggregate offering price of $25,000 at an average purchase price of approximately $0.009 per share (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised). The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the outstanding shares of ordinary shares upon completion of this offering. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

In addition, our sponsor and underwriter have committed, pursuant to written agreements, to purchase from us an aggregate of 5,235,000 warrants (or 5,760,000 warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant ($5,235,000 in the aggregate, or $5,760,000 if the over-allotment option is exercised in full). This purchase will take place on a private placement basis simultaneously with the completion of our initial public offering. This issuance will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Field: Page; Sequence: 4; Value: 1

II- 2

Field: /Page

Item 16. Exhibits and Financial Statement Schedules.

(a) The following exhibits are filed as part of this Registration Statement:

| Exhibit
No. | Description |
| --- | --- |
| 1.1 | Form of Underwriting Agreement. |
| 3.1 | Memorandum and Articles of Association.* |
| 3.2 | Amended and Restated Memorandum and Articles of Association. |
| 4.1 | Specimen Unit Certificate. |
| 4.2 | Specimen Class A Ordinary Share Certificate. |
| 4.3 | Specimen Warrant Certificate. |
| 4.4 | Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
| 5.1 | Opinion of Maples and Calder (Cayman) LLP, Cayman Islands legal counsel to the Registrant. |
| 5.2 | Opinion of Foley & Lardner LLP, counsel to the Registrant. |
| 10.1 | Promissory Note, dated as of April 19, 2021 issued to OAC Sponsor Ltd. |
| 10.2 | Form of Letter Agreement among the Registrant, its officers and directors and OAC Sponsor Ltd. |
| 10.3 | Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
| 10.4 | Form of Registration Rights Agreement between the Registrant and certain security holders. |
| 10.5 | Securities Subscription Agreement, dated April 12, 2021, between the Registrant and OAC Sponsor Ltd. |
| 10.6 | Form of Private Placement Warrants Purchase Agreement between the Registrant and OAC Sponsor Ltd. |
| 10.7 | Form of Indemnity Agreement |
| 10.8 | Form of Administrative Services Agreement, by and between the Registrant and OAC Sponsor Ltd. |
| 14 | Form of Code of Ethics. |
| 23.1 | Consent of Hacker, Johnson & Smith, PA. |
| 23.2 | Consent of Maples and Calder (Cayman) LLP (included on Exhibit 5.1). |
| 23.3 | Consent of Foley & Larder, LLP (included on Exhibit 5.2). |
| 24 | Power of Attorney (included on signature page of this Registration Statement). |
| 99.1 | Form of Audit Committee Charter. |
| 99.2 | Form of Compensation Committee Charter. |
| 99.3 | Form of Nominating and Corporate Governance Charter. |
| 99.4 | Consent of Jason Butcher* |
| 99.5 | Consent of Allan S. Martin |
| 99.6 | Consent of William L. Yankus** |

*To be filed by amendment

**Previously filed

*Filed herewith

Field: Page; Sequence: 5; Value: 1

II- 3

Field: /Page

Item 17. Undertakings.

| (a) | The
undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each
purchaser. |
| --- | --- |
| (b) | Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. |
| (c) | The
undersigned registrant hereby undertakes that: |

| (1) | For
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time
it was declared effective. |
| --- | --- |
| (2) | For
the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | For
the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C,
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (4) | For
the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser: |

| (i) | Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| --- | --- |
| (ii) | Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
an undersigned registrant; |
| (iii) | The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |

Field: Page; Sequence: 6; Value: 1

II- 4

Field: /Page

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Georgetown, Cayman Islands, this 29th day of July, 2021.

| Oxbridge
Acquisition Corp. | |
| --- | --- |
| By: | /s/
Jay Madhu |
| | Jay
Madhu |
| | Chief
Executive Officer |

Field: Page; Sequence: 7; Value: 1

II- 5

Field: /Page

AUTHORIZED U.S. REPRESENTATIVE

Pursuant to the Securities Act of 1933, as amended, the undersigned, solely in its capacity as the duly authorized representative in the United States of Oxbridge Acquisition Corp. has signed this registration statement in the City of San Jose, California, on July 29, 2021.

| Authorized
U.S. Representative | |
| --- | --- |
| By: | /s/
Drew Madhu |
| Name: | Drew
Madhu |

Field: Page; Sequence: 8; Options: Last

II- 6

Field: /Page