Jet.AI closes de-SPAC merger; 8.7M shares, 24.4M warrants outstanding

Jet.AI Inc.

Completed merger with Oxbridge Acquisition Corp. on Aug 10, 2023; renamed Jet.AI Inc., trades as JTAI.
Post-merger equity: 8,715,043 common shares; 17,249,334 warrants at $11.50; 7,196,375 warrants at $15.00.
Issued 247,756 shares to Meteora under Forward Purchase Agreement; also issued 270,000 shares and 1,127 Series A Preferred to Maxim as settlement.
Lock-up agreements for ~7.7M shares held by Michael Winston and George Murnane restrict trading.
Sponsor received 575 Series A-1 Preferred shares to settle a $575K promissory note.

item 1.01 item 2.01 item 9.01 item 3.02 item 3.03 item 5.03 item 5.01 item 5.02 item 5.05 item 5.06

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Jet.AI Inc.: The Company ceased being a shell company as a result of the Business Combination (effective 2023-08-10).

Change: shell status
Effective: 2023-08-10

Exact text from the filing

As a result of the Business Combination, the Company ceased being a shell company.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Jet.AI Inc.: The Company filed Certificates of Designation for Series A and Series A-1 Convertible Preferred Stock, establishing the rights, preferences, privileges and other terms (effective 2023-08-10).

Change: charter amendment
Effective: 2023-08-10

Exact text from the filing

On August 10, 2023, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges and other terms relating to the Series A Preferred Stock.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Jet.AI Inc.: The board of directors approved and adopted a new Code of Business Conduct and Ethics on August 10, 2023 (effective 2023-08-10).

Change: code of ethics
Effective: 2023-08-10

Exact text from the filing

In connection with the Business Combination, on August 10, 2023, the Company’s board of directors approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Jet.AI Inc. entered into Lock-Up Agreement with Michael Winston and George Murnane valued at 7,666,814 shares of Common Stock subject to lock-up (effective 2023-08-10).

Action: entry
Counterparty: Michael Winston and George Murnane
Value: 7,666,814 shares of Common Stock subject to lock-up
Effective: 2023-08-10

Exact text from the filing

In connection with the Business Combination, Michael Winston and George Murnane each entered into a lock-up agreement with Jet.AI (the “Lock-Up Agreement”).

View on SEC.gov

13 governance changes filed in the last 30 days. Browse all governance changes →

Jet.AI Inc. filing history →

Source: SEC EDGAR

accession 0001493152-23-028481

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