☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40725 Oxbridge Acquisition Corp. (Exact name of Registrant as specified in its Charter) | Cayman Islands | 98-1615951 | | --- | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40725 OXBRIDGE ACQUISITION CORP. (Exact name of registrant as specified in its charter) | | | (State or other jurisdiction of inco ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-40725 OXBRIDGE ACQUISITION CORP. (Exact name of registrant as specified in its charter) | | | (State or other jurisdiction of incorpora ...

[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Oxbridge Acquisition Corp. reported a net income of **$3,364,702**, primarily from a non-cash gain on derivative warrant liabilities, with **$116,725,000** in its trust account Condensed Balance Sheet Highlights (Unaudited) | Account | March 31, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $554,375 | $614,395 | | Cash held in Trust Account | $116,725,000 | $116,725,000 | | **Total Assets** | **$117,328,026** | **$117,339,476** | | **Liabilities & Equity** | | | | Derivative liabilities | $3,648,660 | $7,069,300 | | Total liabilities | $7,736,148 | $11,112,300 | | Class A ordinary shares subject to possible redemption | $104,591,877 | $101,227,175 | | Total shareholders' equity | $5,000,001 | $5,000,001 | Condensed Statement of Operations for the Three Months Ended March 31, 2022 (Unaudited) | Account | Amount | | :--- | :--- | | General and administrative expenses | $(56,158) | | Change in fair value of derivative warrant liabilities | $3,420,640 | | **Net income** | **$3,364,702** | | **Basic and diluted net earnings per ordinary share** | **$0.232** | Condensed Statement of Cash Flows for the Three Months Ended March 31, 2022 (Unaudited) | Account | Amount | | :--- | :--- | | Net income | $3,364,702 | | Change in fair value of warrant liabilities | $(3,420,640) | | **Net cash used in operating activities** | **$(60,020)** | | Cash – Beginning of period | $614,395 | | **Cash – Ending of period** | **$554,375** | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(unaudited)) Notes detail the company's SPAC formation, IPO, and key accounting policies for derivative warrant liabilities and redeemable Class A shares - The company was incorporated on **April 12, 2021**, to effect a business combination, with all activity through **March 31, 2022**, related to its formation and IPO[21](index=21&type=chunk)[22](index=22&type=chunk) - On **August 16, 2021**, the company completed its IPO of **11,500,000 units** (including full over-allotment) at **$10.00 per unit**, placing **$116,725,000** into a trust account[23](index=23&type=chunk)[25](index=25&type=chunk) - The company must complete a business combination by **November 16, 2022**, extendable to **May 16, 2023**, or face public share redemption and liquidation[30](index=30&type=chunk)[32](index=32&type=chunk) - The company's **17,260,000 outstanding warrants** (**11,500,000 public**, **5,760,000 private**) are derivative liabilities, with fair value changes recognized in the statement of operations[54](index=54&type=chunk)[93](index=93&type=chunk) - As of **March 31, 2022**, **10,304,618 Class A ordinary shares** are subject to possible redemption and classified as temporary equity[55](index=55&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-business combination SPAC status, reporting a **$3,364,702** net income and sufficient liquidity - The company is a Cayman Islands exempted company formed on **April 12, 2021**, to pursue a business combination[114](index=114&type=chunk) - For the three months ended **March 31, 2022**, net income was approximately **$3,364,702**, primarily from a **$3,420,640** non-cash gain on warrant liabilities revaluation[126](index=126&type=chunk) - As of **March 31, 2022**, the company held approximately **$554,000** in cash and **$540,000** in working capital for liquidity[121](index=121&type=chunk) - The company pays its Sponsor **$10,000 per month** for administrative services, with **$30,000** recognized for the quarter[128](index=128&type=chunk) - A deferred underwriting commission of **$4,025,000** is payable from the Trust Account to underwriters only upon initial Business Combination completion[130](index=130&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is not required to provide disclosures regarding market risk - As a smaller reporting company under Rule 12b-2 of the Exchange Act, the company is exempt from quantitative and qualitative market risk disclosures[140](index=140&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and procedures were effective, with no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded the company's disclosure controls and procedures were effective[142](index=142&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended **March 31, 2022**[143](index=143&type=chunk) [Part II. Other Information](index=29&type=section&id=Part%20II.%20Other%20Information) [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - No legal proceedings are reported[146](index=146&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide risk factor information - The company, as a smaller reporting company, is not required to provide the information for this item[147](index=147&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company reports no unregistered sales of equity securities or use of proceeds from registered securities for the period - None reported[148](index=148&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[149](index=149&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safely%20Disclosures) This item is not applicable to the company - Not applicable[150](index=150&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None reported[151](index=151&type=chunk) [Exhibits](index=30&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report, including governance documents, IPO-related agreements, and officer certifications - Exhibits filed include governance documents, IPO and warrant agreements, and certifications by Principal Executive and Financial Officers[153](index=153&type=chunk) [Signatures](index=31&type=section&id=Part%20III.%20Signatures) [Signatures](index=31&type=section&id=Signatures) The report was duly signed on behalf of the registrant by its Chief Financial Officer, Wrendon Timothy, on May 12, 2022 - The report was signed on **May 12, 2022**, by **Wrendon Timothy**, the Chief Financial Officer[156](index=156&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40725 Oxbridge Acquisition Corp. (Exact name of Registrant as specified in its Charter) | Cayman Islands | 98-1615951 | | --- | --- | ...

IPO and Fundraising - The Company completed its Initial Public Offering (IPO) on August 16, 2021, raising gross proceeds of $100 million from the sale of 10 million units at $10.00 per unit[110]. - An additional 1.5 million units were sold through the over-allotment option, generating an extra $15 million in gross proceeds[110]. Financial Position - As of September 30, 2021, the Company had cash of approximately $657,000 and working capital of approximately $600,000[116]. - The Company reported a net income of approximately $60,000 for the three months ended September 30, 2021, with general and administrative expenses of about $32,000[121]. - The total number of Class A ordinary shares issued or outstanding as of September 30, 2021, was 11,615,000[129]. - The Company has 10,323,161 Class A ordinary shares subject to possible redemption, classified as temporary equity[129]. Future Expectations and Expenses - The Company expects to incur increased expenses due to being a public company, including legal and compliance costs[120]. - The Company does not expect to generate operating revenues until after the completion of its initial Business Combination[120]. - The Company has a 15-month period to complete its initial Business Combination, extendable to 21 months if necessary[115]. Agreements and Regulations - The Company has recognized and paid $20,000 under the Administrative Services Agreement with the Sponsor as of September 30, 2021[124]. - The company has elected not to opt out of the extended transition period under the JOBS Act, allowing it to adopt new or revised financial accounting standards at the same time as private companies[134]. - As a smaller reporting company, the company is not required to provide detailed market risk disclosures as per Rule 12b-2 of the Exchange Act[135].

Part I. Financial Information [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Oxbridge Acquisition Corp., a pre-business combination SPAC, reported no revenue and a **$3,377** net loss for the period from inception to June 30, 2021 Condensed Balance Sheets Condensed Balance Sheet as of June 30, 2021 (Unaudited) | Category | Amount ($) | | :--- | :--- | | **Assets** | | | Total Current Assets (Prepaid expenses) | 800 | | Deferred offering costs | 198,243 | | **Total Assets** | **199,043** | | **Liabilities & Shareholders' Equity** | | | Promissory note payable | 177,420 | | Total Shareholders' Equity | 21,623 | | **Total Liabilities and Shareholders' Equity** | **199,043** | Condensed Statements of Operations Statement of Operations for the period from April 12, 2021 (inception) to June 30, 2021 | Metric | Value ($) | | :--- | :--- | | General and administrative expenses | 3,377 | | **Net loss** | **(3,377)** | | Basic and diluted net loss per ordinary share | 0.00 | Condensed Statement of Changes in Shareholders' Equity - For the period from inception to June 30, 2021, total shareholders' equity reached **$21,623**, resulting from the issuance of **2,875,000 Class B ordinary shares** to the Sponsor for **$25,000**, offset by a net loss of **$3,377**[15](index=15&type=chunk) Condensed Statement of Cash Flows - For the period from inception to June 30, 2021, the company had **no cash balance**, with net cash used in operating activities of **$202,420** fully offset by net cash provided by financing activities of **$202,420**, including proceeds from a promissory note (**$177,420**) and Class B shares issuance (**$25,000**)[17](index=17&type=chunk) Notes to Condensed Financial Statements The notes detail the company's SPAC status, post-period IPO raising **$115 million**, related party transactions, and warrant accounting - The company is a **Cayman Islands exempted company** incorporated on **April 12, 2021**, for effecting a business combination, and had not commenced any operations as of **June 30, 2021**[20](index=20&type=chunk)[21](index=21&type=chunk) - Subsequent to the quarter end, on **August 16, 2021**, the company consummated its IPO of **11.5 million units** at **$10.00 per unit**, generating gross proceeds of **$115 million**[22](index=22&type=chunk)[108](index=108&type=chunk) - Simultaneously with the IPO, the company sold **5,760,000 Private Placement Warrants** to its Sponsor and underwriter at **$1.00 per warrant**, generating gross proceeds of **$5,760,000**[23](index=23&type=chunk) - On **April 12, 2021**, the Sponsor paid **$25,000** for **2,875,000 Class B Founder Shares** and provided a loan of up to **$300,000**, of which **$177,420** was drawn as of **June 30, 2021**[69](index=69&type=chunk)[73](index=73&type=chunk) - The **17,260,000 warrants** issued in connection with the IPO and Private Placement will be recognized as **derivative liabilities** in accordance with **ASC 815**, requiring re-measurement to fair value at each reporting period[56](index=56&type=chunk)[97](index=97&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a pre-operational SPAC, the company reported a **$3,377** net loss, managed liquidity via sponsor funding, and had **$1.5 million** post-IPO operating funds - For the period from April 12, 2021 (inception) to June 30, 2021, the company incurred a **$3,377 net loss** from formation and administrative costs and has generated **no revenue**[125](index=125&type=chunk) - As of June 30, 2021, the company had a **$176,620 working capital deficit**, with liquidity provided by a **$25,000 capital contribution** and a **$177,420 loan** from the Sponsor[118](index=118&type=chunk) - After the IPO on August 16, 2021, the company had approximately **$1.5 million** in its operating bank account and working capital of approximately **$639,000**[119](index=119&type=chunk) - The company has a commitment to pay its Sponsor **$10,000 per month** for administrative services and a **$4,025,000 deferred underwriting fee** payable upon completion of a business combination[127](index=127&type=chunk)[129](index=129&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) As a smaller reporting company, the company is exempt from providing market risk disclosures - As a **smaller reporting company** defined by Rule 12b-2 of the Exchange Act, the company is **not required** to provide quantitative and qualitative disclosures about market risk[139](index=139&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of June 30, 2021, with no material changes in internal control - An evaluation of disclosure controls and procedures as of June 30, 2021, led the Chief Executive Officer and Chief Financial Officer to conclude that they were **effective**[141](index=141&type=chunk) - **No material changes** occurred during the quarter ended June 30, 2021, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[142](index=142&type=chunk) Part II. Other Information [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - There are **no legal proceedings** to report[145](index=145&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, the company is not required to provide risk factors - The company is a **smaller reporting company** and is **not required** to provide risk factors in its Form 10-Q[146](index=146&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) The company detailed unregistered sales of **2,875,000 Class B shares** for **$25,000** and deposited **$116,725,000** from IPO proceeds into a trust account - On April 12, 2021, the company issued **2,875,000 Class B ordinary shares** to its sponsor for **$25,000** in a private placement exempt from registration under Section 4(a)(2) of the Securities Act[147](index=147&type=chunk) - Following the IPO on August 16, 2021, a total of **$116,725,000** from the net proceeds of the offering and the private placement of warrants was placed in a **trust account**[152](index=152&type=chunk) - Simultaneously with the IPO, the sponsor and Maxim Group LLC purchased an aggregate of **5,760,000 Private Placement Warrants** at **$1.00 per warrant** in a private placement[149](index=149&type=chunk)[150](index=150&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - There were **no defaults** upon senior securities[153](index=153&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=Item%204.%20Mine%20Safely%20Disclosures) This item is not applicable to the company - Not applicable[154](index=154&type=chunk) [Other Information](index=26&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[155](index=155&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed, including key agreements related to the company's formation and IPO, and officer certifications - The report includes several exhibits filed or incorporated by reference, such as the **Warrant Agreement**, **Investment Management Trust Agreement**, and **Registration Rights Agreement**[157](index=157&type=chunk) - **Certifications** from the Principal Executive Officer and Principal Financial Officer pursuant to **Sections 302 and 906 of the Sarbanes-Oxley Act of 2002** are included as exhibits[157](index=157&type=chunk)