Form 424B4 Oxbridge Acquisition

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Filed
Pursuant to Rule 424(b)(4)

Registration
No. 333-257998

 


PROSPECTUS

 

$100,000,000

 

Oxbridge
Acquisition Corp.

 

10,000,000
Units

 

 

Oxbridge
Acquisition Corp. is a newly incorporated blank check company incorporated as a Cayman Islands exempted company whose business purpose
is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or
more businesses, which we refer to as our initial business combination. We have not selected any specific business combination target
and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination
target with respect to an initial business combination with us.

 

While
we may pursue an acquisition or a business combination target in any business or industry, we intend to concentrate our efforts in identifying
a target in the disruptive technology market where our experience, network and access to public markets can be a catalyst for accelerating
growth. We believe disruptive technology companies in the insurance technology (“InsurTech”) and those that focus on blockchain
and artificial intelligence are potential attractive targets. Disruptive innovation in these sectors significantly alters the way that
consumers, industries, or businesses operate. While innovators create new markets with their products and services, investors of disruptive
technology companies can also achieve unparalleled returns during the mass adoption phase. We believe that there are many potential attractive
targets within the sectors for our initial business combination.

 

This is an initial public offering of our securities.
Each unit has an offering price of $10.00 and consists of one of our Class A ordinary shares and one redeemable warrant. Every warrant
entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described
in this prospectus. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination
or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or
earlier upon redemption or our liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this
prospectus to purchase up to an additional 1,500,000 units to cover over-allotments, if any.

 

We will provide our public shareholders with the
opportunity to redeem all or a portion of their shares of our Class A ordinary shares upon the completion of our initial business combination,
subject to the limitations and on the conditions described herein. If we are unable to complete our initial business combination within
15 months from the closing of this offering (or 18 or 21 months from the closing of this offering, if we extend the
period of time to consummate a business combination, subject to our sponsor depositing additional funds into the trust account as described
in more detail in this prospectus), we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions
as further described herein.

 

Our sponsor, OAC Sponsor Ltd., a Cayman Islands exempted
company, has agreed to purchase an aggregate of 4,485,000 warrants (or 4,897,500 warrants if the over-allotment option
is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $4,485,000 (or $4,897,500 if
the over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering.
Our underwriter, Maxim Group LLC (and/or its designees), has agreed to purchase an aggregate of 750,000 warrants (or 862,500
warrants if the over-allotment option is exercised in full) at a price of $1.00 per warrant, for an aggregate purchase price of $750,000
(or $862,500 if the over-allotment option is exercised in full), which we refer to as the representative warrants, in a private
placement that will close simultaneously with the closing of this offering. The private placement warrants and the representative warrants
are identical to the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus.

 

Our
sponsor owns an aggregate of 2,875,000 shares of our Class B ordinary shares (up to 375,000 shares of which are subject to forfeiture
depending on the extent to which the underwriters’ over-allotment option is exercised), which will automatically convert into Class
A ordinary shares at the time of our initial business combination, or earlier at the option of the holder, as described herein.

 


 

Currently,
there is no public market for our units, Class A ordinary shares or warrants. Our units have been approved for listing on the
Nasdaq Capital Market, or Nasdaq, under the symbol “OXACU” on or promptly after the date of this prospectus.

 

We
expect the Class A ordinary shares and warrants comprising the units will begin separate trading on the 52nd day following the date of
this prospectus unless Maxim Group LLC, the representative of the underwriters, informs us of its decision to allow earlier separate
trading, subject to our satisfaction of certain conditions. Once the securities comprising the units begin separate trading, we expect
that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “OXAC” and “OXACW,”
respectively.

 

We
are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting
requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 39 for a discussion
of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections
normally afforded to investors in Rule 419 blank check offerings.

 

Neither
the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

    Per Unit     Total  
Public offering price   $ 10.00     $ 100,000,000  
Underwriting discounts and commissions (1)   $ 0.55     $ 5,500,000  
Proceeds, before expenses, to Oxbridge Acquisition Corp.   $ 9.45     $ 94,500,000  

 

  (1) $0.20
per unit, or $2,000,000 in the aggregate (or $2,300,000 if the underwriter’s over-allotment option is exercised in full), is
payable upon the closing of this offering. Includes $0.35 per unit, or $3,500,000 in the aggregate (or up to $4,025,000 in the aggregate
if the underwriter’s over-allotment option is exercised in full) payable to the underwriter for deferred underwriting commissions
to be placed in a trust account located in the United States and released to the underwriter only upon the completion of an initial
business combination. Does not include certain fees and expenses payable to the underwriters in connection with this offering. In
addition, Maxim Group LLC will receive an aggregate of 100,000 Class A ordinary shares (or 115,000 shares in the event the underwriters’
over-allotment option is exercised in full), representing 1% of the public shares sold in this offering.

 

Of
the proceeds we receive from this offering and the sale of the private placement warrants described in this prospectus, $101,500,000
or $116,725,000 if the underwriters’ over-allotment option is exercised in full ($10.15 per unit, in either case)
will be deposited into a trust account in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and
$1,735,000 will be available to pay fees and expenses in connection with the closing of this offering and for working capital
following the closing of this offering.

 

The
underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers
on or about August 16, 2021.

 

Sole
Manager

 

Maxim
Group LLC

 

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