United States securities and exchange commission logo





                             April 26, 2023

       Jay Madhu
       Chief Executive Officer
       Oxbridge Acquisition Corp.
       Suite 201, 42 Edward Street
       Georgetown, Grand Cayman
       P.O. Box 469, KY1-9006
       Cayman Islands

                                                        Re: Oxbridge
Acquisition Corp.
                                                            Registration
Statement on Form S-4
                                                            Filed March 27,
2023
                                                            File No. 333-270848

       Dear Jay Madhu:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-4

       Summary Term Sheet, page 5

   1.                                                   Please revise your
disclosure to show the potential impact of redemptions on the per share
                                                        value of the shares
owned by non-redeeming shareholders by including a sensitivity
                                                        analysis showing a
range of redemption scenarios, including minimum, maximum and
                                                        interim redemption
levels. Please also provide disclosure of the impact of each significant
                                                        source of dilution,
including the Founder Shares, the Oxbridge Warrants and the Merger
                                                        Consideration Warrants
at each of the redemption levels detailed in your sensitivity
                                                        analysis, including any
needed assumptions.
 Jay Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 2
2.       It appears that underwriting fees remain constant and are not adjusted
based on
         redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
         percentage basis for shares at each redemption level presented in your
sensitivity analysis
         related to dilution.
Q: May the Sponsor or Oxbridge's directors, officers, advisors or any of their
respective affiliates
purchase public shares..., page 15

3.       We note you disclose that in connection with the shareholder vote to
approve the proposed
         Business Combination, your sponsor, directors, officers, advisors or
any of their
         respective affiliates may privately negotiate transactions to purchase
public shares and
         such purchases may be effected at purchase prices that are in excess
of the per share pro
         rata portion of the Trust Account. We also note your disclosure on
page 59 that any such
         purchases of public shares could be to vote such shares in favor of
the Business
         Combination and thereby increase the likelihood of obtaining
shareholder approval of the
         Business Combination. Please provide your analysis on how such
purchases will comply
         with Rule 14e-5. To the extent that you are relying on Tender Offer
Compliance and
         Disclosure Interpretation 166.01 (March 22, 2022), please provide an
analysis regarding
         how it applies to your circumstances.
Questions and Answers About the Business Combination
Q: Did the Oxbridge Board obtain a third-party valuation or fairness opinion in
determining
whether or not to proceed with the Business..., page 15

4.       We note you disclose that the Oxbridge board obtained a fairness
opinion from Stanton
         Park Advisors LLC. Please provide a clear explanation as to the reason
why
         the fairness opinion was obtained, include the fairness opinion as an
annex to the proxy
         statement/prospectus and include the information required by Item 1015
of Regulation M-
         A.
Q: How will our Sponsor, directors and officers vote?, page 16

5.     We note your disclosure that your sponsor, directors and officers, who
own approximately
       [68.83]% of your issued and outstanding Class A and Class B Ordinary
Shares, have
       agreed to vote such shares in favor of the Business Combination and the
other Proposals.
       Please revise your disclosure to discuss whether any of the Class A
Ordinary Shares
       would need to be voted in favor of the Business Combination in order for
the Business
       Combination to be approved. In that regard, we note your disclosure on
page 51 that, if
       only the minimum amount of shares needed to establish a quorum are
present and all such
FirstName LastNameJay Madhu
       shares are actually voted on the Business Combination Proposal, none of
the outstanding
Comapany
       ClassNameOxbridge    Acquisition
             A Ordinary Shares          Corp.to be voted in favor of the
Business Combination in
                                 would need
       order
April 26,    forPage
          2023   the Business
                     2        Combination to be approved.
FirstName LastName
 Jay Madhu
FirstName   LastNameJay   Madhu
Oxbridge Acquisition   Corp.
Comapany
April       NameOxbridge Acquisition Corp.
       26, 2023
April 326, 2023 Page 3
Page
FirstName LastName
Q: What interests do the current officers and directors have in the Business
Combination?, page
16

6.       Please highlight the risk that the sponsor will benefit from the
completion of a business
         combination and may be incentivized to complete an acquisition of a
less favorable target
         company or on terms less favorable to shareholders rather than
liquidate.
7.       Please highlight the material risks to public warrant holders,
including those arising from
         differences between private and public warrants. Clarify whether
recent common stock
         trading prices exceed the threshold that would allow the company to
redeem public
         warrants. Clearly explain the steps, if any, the company will take to
notify all
         shareholders, including beneficial owners, regarding when the warrants
become eligible
         for redemption.
8.       Your charter waived the corporate opportunities doctrine. Please
address this potential
         conflict of interest and whether it impacted your search for an
acquisition target.
9.       We note you disclose that your sponsor, officers and directors have
agreed not to redeem
         any Class A Ordinary Shares held by them in connection with a
shareholder vote to
         approve the Business Combination. Please describe any consideration
provided in
         exchange for this agreement.
Q: Do I have redemption rights?, page 18

10.      Please clarify whether public shareholders that redeem their shares
will be able to retain
         their warrants. To the extent they will be able to retain their
warrants, please quantify the
         value of the warrants, based on recent trading prices, that may be
retained by redeeming
         stockholders assuming maximum redemptions and identify any material
resulting risks.
Summary of the Proxy Statement/Prospectus
Conditions To The Closing, page 24

11.      We note you disclose that the Business Combination Agreement is
subject to the
         satisfaction or waiver of certain closing conditions. Please revise to
clarify each condition
         that is subject to being waived, state which party may waive such
condition and the
         consequences of any such waiver.
Risk Factors
Jet Token's business and reputation rely on, and will continue to rely on,
third parties, page 45

12.      We note you disclose that Jet Token has relied on a third-party app
developer to develop
         the initial versions of its App and Jet Token expects to rely heavily
on Cirrus to maintain
         and operate Jet Token   s leased aircraft for charter services. Please
revise to clarify the
         nature of Jet Token's relationship with such third parties,
contractual or otherwise.
 Jay Madhu
FirstName   LastNameJay   Madhu
Oxbridge Acquisition   Corp.
Comapany
April       NameOxbridge Acquisition Corp.
       26, 2023
April 426, 2023 Page 4
Page
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Condensed Combined Financial Information
Note 3. Adjustments to Unaudited Pro Forma Combined Balance Sheet, page 73

13.      We noted you have classified the issuance of 7,353,000 Merger
Consideration Warrants
         issued to the Historical Rollover Shareholders as equity with a fair
value of $60 million.
         Please address the following:

                Provide us with your analysis under ASC 815-40 to support your
accounting
              treatment for the warrants. As part of your analysis, please
address whether there are
              any terms or provisions in the warrant agreement that provide for
potential changes to
              the settlement amounts that are dependent upon the
characteristics of the holder of the
              warrant, and if so, how you analyzed those provisions in
accordance with the
              guidance in ASC 815-40.
                Expand your disclosure on page 196 to address the Merger
Consideration Warrants.
14.      Please expand the detail of your Adjustments of Unaudited Pro Forma
Condensed
         Combined Balance Sheet on page 72 to indicate the number of
shares/warrants and per
         share/warrant amount in adjustments D, E and F.
Background of the Business Combination, page 97

15.      Please include disclosure concerning the timeline and extent of your
discussions with the
         ten Other Potential Targets, including the nature of such discussions.
Please also explain
         why, how and when Oxbridge determined the business combination with
Jet Token was
         superior to each Other Potential Target, including Company G and I,
and why Oxbridge
         and Company E chose not to proceed. Your disclosure in this section
should provide
         shareholders with an understanding of why other target companies were
not ultimately
         chosen as business combination partners.
16.      Please identify the Oxbridge representative that reached out to George
Murname of Jet
         Token and the process by which Oxbridge and Jet Token initiated
discussions.
17.      Please substantially revise your disclosure throughout this section to
discuss in greater
         detail the substance of meetings and discussions among representatives
of Oxbridge and
         Jet Token, including the material terms that were discussed, how
parties' positions
         differed, and how issues were resolved. Your revised disclosure should
ensure that
         investors are able to understand how the parties determined the
transaction structure, a
         valuation of $105 million consisting of $45 million of stock and
warrants valued at $60
         million with a $15 strike price and 10 year duration, the exchange
ratio, and the $5 million
         minimum net cash at close condition.
18.      We note Maxim performed additional services after the IPO, including
acting as financial
         advisor to Oxbridge. We also note that Maxim is entitled to a deferred
underwriting
         discount of $4,025,000 in connection with the IPO. If Maxim is
entitled to any additional
 Jay Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 5
         fees that are continent on completion of the business combination,
please quantify the
         aggregate fees payable to Maxim that are continent on completion of
the business
         combination.
The Oxbridge Board's Reasons for the Approval of the Business Combination, page
103

19.      Please revise to discuss the board's reasons for approving the
Business Combination. In
         addition, please disclose any potentially negative factors that the
board considered prior to
         approving the Business Combination.
Unaudited Prospective Financial Information for Jet Token
Key Financial Metrics, page 104

20.      Please correct the references to footnotes (2) and (3). Footnote (2)
does not appear to be
         connected to the appropriate line item and footnote (3) is not
presented in the line items.
21.      Please expand your disclosure here and in footnote (2) to detail the
types of revenues
         related to the "continued expansion in higher margin revenues
otherwise unrelated to the
         operation of company owned aircraft." In this regard, we note the
disclosure regarding the
         projected revenue sources in the first paragraph on page 106 detailing
the proprietary
         booking platform to arrange private jet travel with third party
carriers and the disclosure
         of Software on page 159.
Material U.S. Federal Income Tax Considerations, page 113

22.      We note you disclose that "although not entirely clear," you intend to
treat a Holder of a
         Oxbridge Unit or Jet.AI unit as the owner of the underlying
securities. Please expand
         your disclosure to describe the basis for the uncertainty and include
an appropriate risk
         factor.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of Jet
Token, page 155

23.      Please revise your disclosure to clearly quantify and qualify each of
the underlying factors
         that generated variances between the periods presented. Your
disclosure should address
         the full amount of the change between periods for each of your
financial statement line
         items. Refer to Item 303 of Regulation S-K.
24.    Please revise your disclosure to provide an analysis of the changes in
net cash generated
       by (used in) operating, investing and financing activities. Your
analysis should quantify
       and qualify each of the underlying factors that generated variances
between the periods
       presented. Please note that merely citing changes in working capital
items and other items
FirstName LastNameJay Madhu
       identified in the statement of cash flows may not provide a sufficient
basis to understand
Comapany
       how NameOxbridge
            and why operatingAcquisition Corp.comparative periods changed.
Refer to Section
                                cash between
       IV.B
April 26,    of Page
          2023  SEC Release
                      5       33-8350.
FirstName LastName
 Jay Madhu
FirstName   LastNameJay   Madhu
Oxbridge Acquisition   Corp.
Comapany
April       NameOxbridge Acquisition Corp.
       26, 2023
April 626, 2023 Page 6
Page
FirstName LastName

25.      The second paragraph on page 157 details 2021 revenues of $645,996 and
$618,750
         totaling $1,264,746. However, total revenues for 2021 in the results
of operations is
         $1,112,195. Please revise, as necessary.
26.      It is unclear how unearned revenue for 2022 of approximately $2.3
million detailed in the
         third paragraph on page 157 relates to deferred revenue at December
31, 2022, which is
         $933,361 in the balance sheet on page F-23. Additionally, it is
unclear if the $1.9 million
         of recognized revenue and $0.4 million of additional charges are meant
to detail how the
         $2.3 million of unearned revenue was recognized. Please advise or
revise your disclosure,
         as necessary.
Liquidity and Capital Resources, page 158

27.      Tell us and disclose how you accounted for the $600,000 of proceeds
over the leased cost
         of one of your HondaJet Elite aircraft in March 2023.
Trend Information, page 160

28.      Please provide the source for your industry statements regarding
private jet domestic
         hours flown.
Information About Jet Token, page 161

29.      We note Jet Token generates revenue primarily through the sale of
fractional and whole
         interests in aircraft. We note your disclosure on page 161,    This
program provides
         potential owners the ability to purchase a share in a jet at a
fraction of the cost of
         acquiring an entire aircraft. Each 1/5 share guarantees 75 occupied
hours of usage per
         year with 24 hours of notice.    Please clearly explain the underlying
details of the
         contracts for the sale of fractional and whole interests in aircraft,
including the periods
         covered by the contracts and any renewal terms. In this regard,
explain if the term of the
         contract with the customer is in perpetuity, has a specified end date
or includes a renewal
         period. If there is a specified end date for each contract, please
clarify if you sell the
         ownership interest to another customer after the initial customer's
contract ends. To the
         extent the contract terms are in perpetuity or include renewal terms,
please tell us how you
         consider increases to customer rates or fees in future periods. If
there are other details of
         the contracts we have not addressed, please disclose those.
Strategy
Blockchain Pivot, page 163

30.      Please revise to provide context for your blockchain network proposal
disclosure
         and include appropriate risk factor disclosure. In addition, we note
you state that you have
         constructively engaged off and on for the past three years with the
FinHub division of the
         SEC. Please discuss in greater detail the timing of such discussions,
including the last
         time any such discussions were had.
 Jay Madhu
FirstName   LastNameJay   Madhu
Oxbridge Acquisition   Corp.
Comapany
April       NameOxbridge Acquisition Corp.
       26, 2023
April 726, 2023 Page 7
Page
FirstName LastName
Our Aircraft, page 166

31.      Please revise to provide the basis for the statement that you estimate
that thirty calendar
         days per year (due to holidays, major sporting events) it is
difficult, if not impossible, to
         fly private without the guaranteed access provided by a jet membership
program such as
         Jet Token's.
32.      We note you disclose that Jet Token acquired four HondaJet Elite
aircraft, with only three
         having been delivered, and that after receipt of an unsolicited offer
for the purchase of a
         HondaJet Elite, it was determined that the sale of the aircraft would
offer a net benefit to
         Jet Token stakeholders. Please expand your disclosure to describe in
greater detail Jet
         Token's aircraft fleet, including ownership and leasing arrangements,
operation of such
         aircrafts and the expected delivery of any future aircraft or sale of
the same.
Share Purchase Agreement, page 169

33.      Please revise to disclose the material terms of Jet Token's share
purchase agreement with
         GEM Yield LLC SCS and GEM Yield Bahamas Limited for up to $40,000,000
aggregate
         value of shares of Jet Token common stock, including the pricing
formula. Please also
         revise your filing to disclose the potential dilutionary effects the
purchase share agreement
         may have on holders of Jet.AI common stock and include appropriate
risk factor
         disclosure.
Executive Compensation
Additional Narrative Disclosure, page 183

34.      We note you disclose that retirement contributions made on behalf of
named executive
         officers for fiscal year 2022 are disclosed in the notes to the
Summary Compensation
         Table, but we are unable to locate the same. Please revise or advise.
Index to Financial Statements
Consolidated Financial Statements of Jet Token, Inc.
Notes to Consolidated Financial Statements
Note 1. Organization and Nature of Operations, page F-27

35.      Please clarify your current status related to your tokenization of
flight hours. We note
         your disclosure that you    intend to combine concepts from fractional
jet and jet card
         programs with lessons learned from building blockchain currencies."
Please address the
         following:

                Clarify and revise your disclosure to clearly state the current
status of your intention
              to tokenize flight hours under fractional jet and jet card
programs.
                You disclose tokenization offers the possibility of reduced
transaction costs and,
              through the evolution of a marketplace, higher fleet utilization.
Please further clarify
              why you believe tokenization will reduce transaction costs and
increase fleet
 Jay Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 8
              utilization and revise your disclosure accordingly.
                Clarify if you have received blockchain currencies, such as
Bitcoin, as payment to
              date.
                We note you disclose that blockchain currency is    promptly
converted to fiat
              currency prior to confirming booking. To the extent you have
received blockchain
              currencies as payment, please tell us the time from receipt of
the blockchain currency
              to conversion to fiat currency.
                Clarify if you have recorded digital assets on your balance
sheet as of December 31,
              2021 or 2022. To the extent you have recorded digital assets,
please tell us how you
              valued the assets initially and on an ongoing basis.
Note 2. Summary of Significant Accounting Policies, page F-27

36.      Please address the following accounting policies:

                On page 163, you disclose certain costs are passed through to
customers, such as
              excess fuel costs non-standard catering, certain landing, ramp
parking and de-icing
              fees. Please tell us how you record these pass-through costs,
citing the relevant
              accounting guidance that supports your accounting. Please also
revise your footnote
              disclosure to address these pass-through costs.
                We note your disclosure on page 167 that you entered into an
Executive Aircraft
              Management and Charter Services Agreement with Cirrus pursuant to
which Cirrus
              has agreed to provide for the management, operation, and
maintenance of our
              aircraft. Please tell us the types of expenses incurred related
to your agreements with
              Cirrus and expand your disclosure to quantify these costs, if
material.
                You disclose on page 46 that you rely on third-party Internet,
mobile, and other
              products and services to deliver mobile and web applications and
flight management
              system offerings to customers. Please tell us how you record the
expenses related to
              your App and third-party software and expand your disclosure to
quantify these costs,
              if material.
                Please revise to add an accounting policy to address the
expenses included in your
              cost of sales expense.
                Please revise to provide an accounting policy for advertising
costs, as required by
              ASC 720.
Revenue Recognition, page F-29

37.    Please present separate disclosure for each type of revenue (fractional
ownership program,
       jet card program and ad hoc bookings) rather than combining the
disclosure all in one
FirstName LastNameJay Madhu
       paragraph. The current disclosure is disjointed and difficult to follow.
In this regard,
Comapany    NameOxbridge
       disclose             Acquisition
                 how each aspect         Corp. revenue is recorded and when,
applying the
                                 of the specific
       guidance
April 26,         of ASC
          2023 Page   8 606. Also, revise MD&A to disclose revenue in a similar
manner.
FirstName LastName
 Jay Madhu
FirstName   LastNameJay   Madhu
Oxbridge Acquisition   Corp.
Comapany
April       NameOxbridge Acquisition Corp.
       26, 2023
April 926, 2023 Page 9
Page
FirstName LastName
38.      We note you recorded $17.2 million of revenue for the year ended
December 31, 2022
         from fractional or whole aircraft sales. You disclose in footnote 1,
the fractional
         ownership program consists of an initial buy-in or upfront fee and a
fixed hourly rate for
         flight hours. On page 161, you state the program consists of an
initial up-front fee, a
         monthly fee, and a fixed hourly rate on the jet. On page 163, you
disclose the program
         consists of an initial down payment, progress payments and a delivery
payment. Clarify
         the fees to be incurred by a customer when participating in the
fractional ownership
         program and revise your disclosures to be consistent throughout the
filing.
39.      Please provide an analysis that addresses your consideration of
recognizing revenue over
         time versus at a point in time for your fractional ownership programs,
jet card programs
         and ad hoc charters, in accordance with ASC 606-10-25-23 through
25-30. Revise your
         footnote disclosure to clarify.
40.      Please tell us and revise you disclosure to address if your customer
contracts include terms
         that may result in variable consideration, such as discounts or
rebates and how you have
         considered the related accounting requirements in accordance with ASC
606-10-32-5
         through 32-10. Please also address how you considered the requirement
to record a
         refund liability.
41.      Please revise your disclosure to clarify if you record revenue on a
gross or net basis. In
         addition, please provide an analysis supporting your determination,
including specific
         factors considered in applying the guidance in FASB ASC 606-10-55-36
through 55-40.
42.      Please expand your revenue recognition disclosure to include:

                The contract asset and contract liability balances in
accordance with ASC 606-10-50-
              8 through 50-10.

                Information about the performance obligations in your contracts
with customers.
               Please specifically address the significant payment terms,
obligations for refunds and
              types of warrants and related obligations that are included in
your contracts with
              customers in accordance with ASC 606-10-50-12.
43.      Please revise your filing to provide the segment information and
required disclosures
         required by ASC 280-10-50.
Note 5. Commitments and Contingencies
Operating Lease, page F-33

44.      Please revise to indicate the accounting for the the $690,000
maintenance reserve.
45.      We note that you entered into a lease in April 2022, exercised the
purchase option in May
         2022, and then sold the aircraft in June 2022, resulting in proceeds
of $1.2 million over
         the lease cost. Tell us and disclose the accounting for this purchase,
sale and excess
         proceeds.
 Jay Madhu
FirstName  LastNameJay  Madhu
Oxbridge Acquisition Corp.
Comapany
April      NameOxbridge Acquisition Corp.
      26, 2023
April 10
Page  26, 2023 Page 10
FirstName LastName
Note 8. Subsequent Events, page F-37

46.      You disclose since January 2023, you have partnered with Cirrus to
have joint ownership
         of 380 Software LLC, which supplies the technology to sell individual
seats on empty legs
         on the Cirrus fleet of aircraft. Please explain how you are accounting
for this joint
         venture, including if 380 Software LLC will be recorded as a
subsidiary, by expanding
         your subsequent events footnote.
Exhibits

47.      Please ensure you disclose the material terms of and file all of the
exhibits required by
         Item 601(b)(10) of Regulation S-K, such as the agreements governing
governing Jet
         Token's HondaJet aircraft leasing arrangements, Jet Token's Executive
Aircraft
         Management and Charter Services Agreement with Cirrus, any agreements
pursuant to
         which Jet Token sells jet cards for Cirrus's aircraft, the GEM Share
Purchase Agreement
         and Registration Rights Agreement, Mr. Murname's employment agreement
and Mr.
         McNulty's Offer Letter. Please also file a form of your preliminary
proxy card.
General

48.      With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
         has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
         entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
         substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
49.      Please include Annexes B, C and D in your filing.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Jay Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 11

        You may contact Myra Moosariparambil, Staff Accountant, at 202-551-3796
or Kimberly
Calder, Assistant Chief Accountant. at 202-551-3701 if you have questions
regarding comments
on the financial statements and related matters. Please contact Michael
Purcell, Staff
Attorney, at 202-551-5351 or Karina Dorin, Staff Attorney, at 202-551-3763 with
any other
questions.



                                                        Sincerely,
FirstName LastNameJay Madhu
                                                        Division of Corporation
Finance
Comapany NameOxbridge Acquisition Corp.
                                                        Office of Energy &
Transportation
April 26, 2023 Page 11
cc:       Andrew Frost
FirstName LastName