Oxbridge (NASDAQ: OXAC) announced in an 8-K this morning that it has signed a forward purchase agreement with Meteora Capital Partners and affiliates, who will purchase up to 1,186,952 shares.
These are to be newly issued shares as redemptions have reduced Oxbridge’s trust to $526,866 across 42,737 shares as of August 7. The SPAC’s shareholders are to reconvene an adjourned special meeting to complete its combination with JetToken at 4 pm today.
Meteora is to be paid for each share purchases at the SPAC’s $11.06 redemption price and it will receive at least $1.25 million in cash upfront. It may then sell shares at its leisure, passing proceeds back to the combined company until this $1.25 million in transfers is repaid.
From then on, Meteora may terminate the FPA’s coverage of shares and sell them and will pay the combined company the lowest of the initial price or the stock’s two-week VWAP. This price is also to reset immediately after the combined company launches any dilutive share offerings, and such moves would also proportionately increase the maximum number of shares covered in the FPA.
The FPA is to expire one year after close, or earlier should JetToken be de-listed or have a VWAP below $2 for 20 of 30 trading days. Ten business days after expiration, Meteora is to compensate JetToken for each FPA share still held at the stock’s VWAP the preceding day.
The parties inked their $73.9 million deal earlier this year in February. Las Vegas-based JetToken offers fractional aircraft ownership, jet card, aircraft brokerage and charter service through its fleet of private aircraft and those of its Argus Platinum operating partner.
Last week, the company announced it launched DynoFlight, a transaction platform allowing aviation businesses to offset their carbon emissions by purchasing carbon removal credits. DynoFlight is expected to go live in September.
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