OXAC merger with Jet.AI Inc.
Jet.AI Inc. — about Jet.AI and Go Rentals, please visit their websites at www.jet.ai and www.gorentals.com.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Min-cash condition
- $12M
- Break fee
- $1M
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Jet.AI Inc.
from S-4The business actually being bought — described from SEC primary filings, with projections labelled as projections.
about Jet.AI and Go Rentals, please visit their websites at www.jet.ai and www.gorentals.com. ABOUT JET.AI: Jet.AI operates in two segments, Software and Aviation, respectively. The Software segment features the B2C CharterGPT app and the B2B Jet.AI operator platform. The CharterGPT app uses natural language processing and machine learning to improve the private jet booking experience. The Jet.AI operator platform offers a suite of stand-alone software products to enable FAA Part 135 charter providers to add revenue, maximize efficiency, and reduce environmental impact. The Aviation segment features jet aircraft fractions, jet card, on-fleet charter, management, and buyer’s brokerage. Jet.AI was founded in 2018 and is based in Las Vegas, NV and San Francisco, CA. ABOUT GO RENTALS: Go Rentals is an elite car rental service company with a special emphasis on service. The company is also the only one specializing in the private jet industry since 1995. Still a family-owned and operated business, Go Rentals has locations in Arizona, California, Colorado, Connecticut, Florida, Georgia, Hawaii, Idaho, Kentucky, Maine, Massachusetts, Montana, Nebraska, Nevada, New Jersey, New York, North Carolina, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, and Washington D.C., and service to over 150 airports and various fine hotels and resorts. Further information about Go Rentals is available online at GoRentals.com. ABOUT OXBRIDGE ACQUISITION CORP.: Oxbridge is a Cayman Islands-exempted, Cayman Islands-based blank check company incorporated in 2021 and managed by the executive officers of Oxbridge Re Holdings Limited (NASDAQ: OXBR), the founding and leading investor in the sponsor of Oxbridge. The company was formed with the purpose of entering into a merger in the field
Founded 2018.
Jet.AI Inc. — every SPAC that has bid for it, and its listed peers
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.