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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.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 2
 FirstName LastName
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
shares are actually voted on the Business Combination Proposal, none of the outstanding
Class A Ordinary Shares would need to be voted in favor of the Business Combination in
order for the Business Combination to be approved.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 3
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 3
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.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 4
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 4
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

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 5
 FirstName LastName
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
identified in the statement of cash flows may not provide a sufficient basis to understand
how and why operating cash between comparative periods changed.  Refer to Section
IV.B of SEC Release 33-8350.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 6
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 6
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.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 April 26, 2023 Page 7
 FirstName LastNameJay  Madhu
Oxbridge Acquisition Corp.
April 26, 2023
Page 7
Our Aircraft, page 166
31.Please revise