OXAC SEC filings, in plain English
Everything Oxbridge Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 8 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: The 10-Q filed under Commission file number 001-40725 is that of Jet.AI Inc. (Nasdaq: JTAI) for the quarter ended June 30, 2026. Revenues were $5,320,145 for the quarter against $2,225,900 a year earlier and $7,001,381 for the six months against $5,700,538, but cost of revenues exceeded revenue in every period, giving a gross loss of $183,748 for the quarter and $417,971 for the six months, and a net loss of $2,276,671 and $4,957,773. Why it matters: The company sold $27.7 million of stock in six months and multiplied its share count roughly fifty-five-fold while still selling its service below cost — every period shown has a negative gross margin. Over half of total assets are "other investments" carried at $22.9 million, which is more than four times the quarter's revenue.
What changed: 8-K of Jet.AI Inc. Item 8.01 (other events): on July 28, 2026 the Company funded a $1,750,000 investment in StratGrid Inc., a Calgary-based developer of behind-the-meter, natural gas-powered data center infrastructure, through SG Canada InvestCo LLC, a joint venture with Blackbird Investment Management LLC in which the Company currently holds 60% of all issued and outstanding equity interests. The report states the investment implies InvestCo now holds approximately 26% of StratGrid's issued and outstanding common equity on a fully vested basis. A July 29, 2026 press release is Exhibit 99.1. Why it matters: An operating-company capital deployment reported under Item 8.01 rather than as an acquisition. The 26% figure is the registrant's own implication from the amount funded, not a stated purchase of a fixed stake, and the Company's own economic share runs through its 60% of the joint vehicle. The document's forward-looking legend contains an unfilled template placeholder where the investment should be named.
What changed: 8-K of Jet.AI Inc. Item 5.02 (compensatory arrangements of certain officers): each outstanding Performance Share Unit award vests on a change of control unless the disinterested directors unanimously approve otherwise, and vesting was expected to accelerate on the Merger Transactions with flyExclusive, Inc., which closed July 13, 2026. Weighing the purpose of the awards, stockholder interests and the potential substantial dilution, the disinterested directors unanimously determined that certain unvested PSU awards would not vest on that change of control. Why it matters: The decision withheld approximately 1,621,321 shares that would otherwise have been issued on full accelerated vesting, and the report says all unvested PSU awards outstanding at closing remain unvested at the date of the report. Separately, on July 15, 2026 the compensation committee granted officers and certain employees 360,000 restricted shares under the 2023 Amended and Restated Omnibus Incentive Plan, vesting in full on the grant date anniversary, on an independent consultant's recommendation.
What changed: Jet.AI, Inc., the Oxbridge Acquisition Corp. successor, filed as Exhibit 99.3 unaudited pro forma consolidated financial statements giving effect to a Separation and related transactions under Article 11 of Regulation S-X. The pro forma statements of operations, derived from the historical unaudited results for the three months ended March 31, 2026 and the year ended December 31, 2025, assume the Separation occurred as of January 1, 2025; the pro forma balance sheet assumes it occurred on March 31, 2026. Why it matters: Pro forma statements prepared on a standalone basis mean the company is splitting a business out rather than making an acquisition, so a former OXAC holder needs to know which assets and liabilities travel with the separated entity and what remains. The filed excerpt sets out the accounting convention but not the resulting figures, so the size of the retained business, the distribution mechanics and any share consideration cannot be assessed here — confidence is lowered accordingly and the full exhibit should be consulted.
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.
combination deadlinenothing moved · 1 with no prior record of ours
- Combination deadline
- 2027-04-06not matched in this filing
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: DEFM14A by JET.AI INC., a Delaware corporation — the post-combination successor carried on SpacBrain's Oxbridge Acquisition Corp. record. A special meeting on June 11, 2026 is asked to approve an Amended and Restated Agreement and Plan of Merger and Reorganization dated May 6, 2025 and amended four times, on July 30, 2025, October 10, 2025, January 13, 2026 and February 11, 2026: Jet.AI distributes all shares of Jet.AI SpinCo, Inc. pro rata to its stockholders, and FlyX Merger Sub, Inc. then merges into SpinCo. Why it matters: 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.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2026-04-30 · unchanged
The clause …“Amendment No. 3 to the A&R Merger Agreement, as amended, to extend the Outside Date (as defined in the A&R Merger Agreement) from December 31, 2025 to April 30, 2026. On January 9, 2026, the Company entered into an underwriting”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
combination deadline, going-concern doubtnothing moved · 2 with no prior record of ours
- Combination deadline
- not previously extracted2027-04-06
- Going-concern doubt
- stated · unchanged
The clause …“company-specific adjustment. However, we can lose our entire investment if a business combination is not completed by April 6, 2027 (unless AI Acquisition receives shareholder approval of an extension to the business combination”…
The clause …“losses from operations and the need for additional capital, there is substantial doubt about our ability to continue as a going concern. Therefore, our independent registered public accounting firm included an explanatory”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.