Jet.AI (JTAI) - 2021 Q2 - Quarterly Report

Part I. Financial Information Financial Statements 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] 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] 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][21] - 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][108] - 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] - 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][73] - 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][97] Management's Discussion and Analysis of Financial Condition and Results of Operations 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] - 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] - 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] - 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][129] Quantitative and Qualitative Disclosures Regarding Market Risk 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] Controls and Procedures 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] - 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] Part II. Other Information Legal Proceedings The company reported no legal proceedings - There are no legal proceedings to report[145] Risk Factors 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] Unregistered Sales of Equity Securities and Use of Proceeds 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] - 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] - 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][150] Defaults Upon Senior Securities The company reported no defaults upon senior securities - There were no defaults upon senior securities[153] Mine Safety Disclosures This item is not applicable to the company - Not applicable[154] Other Information The company reported no other information - None[155] Exhibits 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] - 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]