Oxbridge Acquisition Corp.

The vote is failing on turnout, not opposition: about 99.0% of votes cast before the reconvened meeting were in favour, yet approval requires a majority of all outstanding shares, and only 48.4% were represented at the second sitting. That gap - needing over 50% of shares outstanding while under half show up - is what two adjournments are trying to close, and it is the single largest risk to this transaction closing at all.

The consideration is not a fixed share count. Merger Consideration Shares equal the Initial Purchase Price divided by the Parent Trading Price — flyExclusive's volume weighted average close over the 30 trading days ending three trading days before Closing — and are fixed only three to ten business days beforehand. The 4,600,000 shares underlying the exchange ratio here are an assumption resting on SpinCo Estimated Net Cash at closing of $12.0 million and a $3.00 Parent Trading Price. The filing also states a $12.0 million minimum cash condition and $3.0 million of special cash bonuses.

Quintupling authorised shares to one billion while simultaneously seeking permission to issue above 20% at below-market prices gives the board effectively unlimited issuance capacity against a company being run by an interim chief executive. For holders that combination is the clearest possible signal of sustained dilutive financing ahead, and the Oxbridge trust was released at the de-SPAC so no cash floor remains beneath the stock.

Two of the nine items pull against each other: fixing the equity plan at 2,460,000 shares and killing the evergreen limits one source of dilution, while the Ionic proposal authorises issuance under a preferred and warrant structure whose share count is governed by Nasdaq Rule 5635 rather than by any figure in the notice. The company is running on interim leadership — Michael Winston signs as Interim Chief Executive Officer, with severance of twelve months' base salary conditioned on a release of claims.

The exchange ratios differ sharply by class: 0.3054 common shares for each Redeemable or Private Warrant against 1.0133 for each Merger Consideration Warrant, so the deal-issued warrants are retired at about one share each while the IPO warrants are retired at under a third of a share. As of June 26, 2024 there were 23,052,625 warrants outstanding — 9,859,220 Redeemable, 7,433,405 Merger Consideration and 5,760,000 Private — and up to 12,334,621 common shares are offered for all of them. The offer expires at 11:59 p.m. Eastern on July 25, 2024.

This is the warrant overhang from the Oxbridge de-SPAC being retired for equity rather than cash. As of June 26, 2024 there were 23,052,625 warrants outstanding — 9,859,220 Redeemable, 7,433,405 Merger Consideration and 5,760,000 Private — and the company offers up to 12,334,621 common shares to take them all in. The exchange is materially better for the ten-year Merger Consideration Warrants, which carry a $15.00 exercise price and convert at above one-for-one, than for the five-year warrants exercisable at $11.50.

The consideration includes a whole second class of warrants: 7,595,045 Merger Consideration Warrants, each exercisable for one share, are registered alongside the 11,500,000 warrants, so the warrant overhang approaches the registered share count itself. At the domestication both Class A and Class B ordinary shares of $0.0001 par value convert one-for-one into a single class of Jet.AI common stock, and each Oxbridge unit becomes a Jet.AI unit of one share and one warrant. The second merger must follow the first within three days as part of one overall transaction.

Warrants nearly match shares here: 7,595,045 Merger Consideration Warrants plus 11,500,000 other warrants against 19,996,564 registered shares, so the overhang is close to the size of the share issuance itself. At the domestication both Class A and Class B ordinary shares convert one-for-one into a single class of Jet.AI common stock, and each Oxbridge unit becomes a Jet.AI unit of one share and one warrant. The Second Merger must follow the First within three days as part of the same overall transaction, so Jet Token's survival as a subsidiary is transitory by design.

Warrants dominate the registered securities: 7,353,000 Merger Consideration Warrants plus 11,500,000 other warrants stand against 16,873,364 registered shares, so the shares issuable on full exercise exceed the registered share tranche itself. At the domestication Oxbridge's Class A and Class B ordinary shares both convert one-for-one into a single class of Jet.AI common stock, and each unit becomes a Jet.AI unit of one share and one warrant. The second merger must follow the first within three days as part of the same overall transaction.

The warrants dwarf the shares: 7,353,000 Merger Consideration Warrants and 17,260,000 other warrants are registered against 7,918,408 shares of common stock, and each warrant is exercisable for one share, so full exercise would multiply the share count several times over. At the domestication both Class A and Class B ordinary shares convert one-for-one into Jet.AI common stock, and each Oxbridge unit becomes a Jet.AI unit of one share and one warrant. Jet Token's Series Seed and Series CF Non-Voting Preferred are treated with the common stock at the effective time.

Even bracketed, the shape is clear: the two warrant classes together are several times the share count and each warrant is exercisable for one share, so full exercise would multiply the shares outstanding. At the domestication Class A and Class B ordinary shares both convert one-for-one into Jet.AI common stock, and each Oxbridge unit becomes a Jet.AI unit of one share and one warrant. First Merger Sub merges into Jet Token, and within three days Jet Token merges into Summerlin Aviation LLC as part of the same overall transaction.

Every number on the cover is a blank: the prospectus covers [_____] shares of common stock, [_____] Merger Consideration Warrants and [_____] warrants, so this version states no ceiling on issuance at all and a holder cannot size the dilution from it. The business combination agreement had been amended in the same month, so the terms behind those blanks had just moved. At the domestication each Class A ordinary share of $0.0001 par value converts automatically, one-for-one, into a share of common stock of the Delaware company.

Every number on the cover is a blank: the prospectus covers [_____] shares of common stock, [_____] Merger Consideration Warrants and [_____] warrants, and no registration number has been assigned. A holder cannot size the issuance, the warrant overhang or the merger consideration from this version at all, and even the document's own date is unfilled, so nothing here fixes a timetable either. The Merger Consideration Warrants are registered as a class separate from the SPAC's existing warrants, each exercisable for one share of common stock.

What changed: Jet.AI Inc., the Oxbridge Acquisition Corp. successor, reported on its special meeting to approve the Amended and Restated Agreement and Plan of Merger and Reorganization of May 6, 2025 with flyExclusive, FlyX Merger Sub and Jet.AI SpinCo. Under it Jet.AI distributes all SpinCo shares pro rata to stockholders and Merger Sub then merges into SpinCo, which survives as a flyExclusive subsidiary. At the May 8, 2026 record date there were 1,421,721 shares outstanding; the meeting convened June 11, 2026 with 34.2% of shares present. Why it matters: A quorum of only 34.2% at the first convening is the operative fact: a company with 1,421,721 shares outstanding struggled to assemble enough votes to act, which is why the meeting had to be adjourned before the transaction could be approved. For former OXAC holders the structure matters too — they receive SpinCo shares by distribution and those shares are then exchanged in the merger, so the value they end up with depends on the exchange ratio rather than on Jet.AI's own share price.

What changed: Jet.AI Inc., the Oxbridge Acquisition Corp. successor, filed on Form 8-K the same account of the special meeting called to adopt the Amended and Restated Agreement and Plan of Merger and Reorganization with flyExclusive, FlyX Merger Sub and Jet.AI SpinCo. The deal requires Jet.AI to distribute all SpinCo shares pro rata as a closing condition, after which Merger Sub merges into SpinCo, leaving it a flyExclusive subsidiary. There were 1,421,721 shares outstanding at the May 8, 2026 record date, and 34.2% were present on June 11, 2026. Why it matters: The transaction described here closed on July 13, 2026 with a fifth amendment revising the post-closing net cash adjustment, so this record is the vote that enabled it. The low 34.2% turnout at the initial convening shows how thin the shareholder base had become — a company down to 1.4 million shares outstanding has typically been through repeated consolidations. Former OXAC holders end up holding flyExclusive paper through the SpinCo route rather than remaining Jet.AI shareholders.

What changed: Item 8.01: Jet.AI Inc. reports on its special meeting to approve the transactions under its May 6, 2025 amended and restated merger agreement with flyExclusive, FlyX Merger Sub and Jet.AI SpinCo, under which Jet.AI distributes SpinCo shares pro rata and Merger Sub merges into SpinCo. There were 1,421,721 shares outstanding on the May 8, 2026 record date. The meeting convened June 11, 2026 with 486,285 shares (about 34.2%) represented, was adjourned to June 23, 2026 when 688,430 shares (about 48.4%) were represented, and was adjourned again to July 2, 2026. Why it matters: The vote is failing on turnout, not opposition: about 99.0% of votes cast before the reconvened meeting were in favour, yet approval requires a majority of all outstanding shares, and only 48.4% were represented at the second sitting. That gap - needing over 50% of shares outstanding while under half show up - is what two adjournments are trying to close, and it is the single largest risk to this transaction closing at all.