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May 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed May 11, 2023
File No. 333-270848
Dear Jay Madhu:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our April 26, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-4
Questions and Answers About the Business Combination
Q: How do the public warrants differ from the Private Placement Warrants and what are the
related risks for any public warrant holders..., page 14
1.We note your revised disclosure in response to prior comment 7.  Please expand your
discussion here and elsewhere to discuss that the Private Placement Warrants are not
redeemable and may be exercised on a "cashless basis," whereas the public public
warrants are redeemable and may only be exercised on a cashless basis if you call the
public warrants for redemption and require any holder to exercise its public warrants on a

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 2
 FirstName LastNameJay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 2
"cashless basis."  In this regard, we note your disclosure on page F-18.
Q: Did the Oxbridge Board obtain a third-party valuation or fairness opinion in determining
whether or not to proceed with the Business..., page 16
2.We note your response to prior comment 4 and reissue the comment in part. Please revise
to provide a clear explanation as to why the Oxbridge board determined to obtain a
fairness opinion.
Summary of the Proxy Statement/Prospectus, page 24
3.We note your revised disclosure in response to prior comment 11 and reissue it in part.
Please revise to clarify which party may waive each condition that may be waived and
the consequences of such wavier, including the condition that Jet.AI have cash on hand
equal to or in excess of $5,000,000 after distribution of all funds and payment of
expenses.
Risk Factors
Jet Token's business and reputation rely on, and will continue to rely on, third parties, page 48
4.We note your revised disclosure in response to prior comment 12 states that Jet Token
intends to continue to build its internal development team and to gradually decrease on its
reliance on external contractors for app development. We also note you state elsewhere
that your CharterGPT app is expected to be made available to the public in advance of or
simultaneous with the closing of the proposed Business Combination. Please revise to
discuss the nature of work performed by external contractors, including whether such
external contracts develop any of your software, and file any agreements governing the
relationship between Jet Token and such parties. In addition, please discuss the current
status of the CharterGPT app and the risks involved if there are delays or complications to
Jet Token's CharterGPT app development.
Risks Related to Oxbridge and the Business Combination
Our Sponsor and certain of our directors and officers have interests in the Business Combination
that are different from..., page 57
5.We note your revised disclosure in response to prior comment 6. Please include
corresponding disclosure here that the Sponsor may be incentivized to complete an
acquisition of a less favorable target company or on terms less favorable to shareholders
rather than liquidate.
The issuances of additional shares of Jet.AI Common Stock under the GEM Warrant may result
in dilution of future Jet.AI stockholders..., page 64
6.Please revise this risk factor to include a cross-reference to your discussion of the Share
Purchase Agreement on page 185.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 3
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 3
Background of the Business Combination
The Oxbridge Board's Reasons for the Approval of the Business Combination, page 111
7.We note your revised disclosure in response to prior comment 19 reflects that Oxbridge's
board considered that Jet Token is poised for expansion into new markets, including the
Asian market.  Please elaborate on the Jet Token's plans, if any, to expand into the Asian
Market and address any risks related to such expansion.
8.Please revise to provide a basis for your statement that the "Oxbridge Board believes the
[private aviation] industry can expand to $80 billion by 2025."
Opinion of Stanton Park Advisors, LLC, page 116
9.We note you disclose that Stanton reviewed projections for the fiscal years ending
December 31, 2023 to December 31, 2028 in arriving at its opinion.  However, your
projections included on page 120 are for the fiscal years ending December 31, 2023 to
December 31, 2027. Please revise or advise.
10.Please revise discuss in greater detail each of the material analyses conducted by Stanton
Park Advisors, LLC as part of its opinion, and any material assumptions underlying such
analysis. Refer to Item 4(b) of Form S-4 and Item 1015(b)(6) of Regulation M-A. Provide
support for the ultimate conclusions reached in each of the comparable transactions and
discounted cash flow analysis for determining the equity value of Jet Token.  In addition,
please identify the nine comparable transactions and companies and provide quantitative
disclosure for the financial performance measures analyzed to support for the valuation
multiples for the comparable transactions.
The Business Combination
Unaudited Prospective Financial Information for Jet Token
Key Financial Metrics, page 120
11.We note your response to comment 21.  In your revised disclosure, you expect the forecast
for EBITDA Margin to rebound beginning in 2025 due to the expansion in higher margin
revenues primarily related to CharterGPT’s ability to automate the charter process and
lower unit costs per charter booking.  Please expand your disclosure to further explain
your use of CharterGPT and the impact of this technology on your business.  In addition,
please clarify why you have only identified the impact of CharterGPT in your change in
forecasted EBITDA Margins.  In this regard, please tell us and expand your disclosure to
state how you considered your other types of revenue and related expenses in your
projections, fully describing the material assumptions underlying your projections.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 4
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 4
Management's Discussion and Analysis of Financial Condition and Results of Operations of Jet
Token, page 171
12.We note your revisions to your disclosure based on comment 23.  Please address the
following observations:

•In the revised disclosure you state, "In 2021, Jet Token booked $645,996 in revenue
related to its App-generated charter bookings. During 2022 these revenues totaled
$1.2 million, and $0.6 million an 89.5% increase from 2021." Please revise as
necessary.

•In the revised disclosure you state, “…Jet Token also generates revenue through the
direct chartering of its HondaJet aircraft by Cirrus. During 2022 this revenue
amounted to approximately $1.0 million, an increase of $0.6 million, or 164.4% from
the prior year. ...It cost $2.9 million to operate these aircraft in 2022, a $2.2 million,
or 324.3%, increase over 2021, and resulted in a gross profit from operating the
HondaJets of $0.4 million in 2022 compared to a gross profit loss of $0.2 million in
2021.”  Please further clarify how the $1 million revenue related to direct chartering
of the HondaJet aircraft by Cirrus and the cost of $2.9 million to operate these aircraft
resulted in a gross profit from operating the HondaJets of $0.4 million in 2022, rather
than a loss of $1.9 million.

•Please consider revising your discussion of results of operations to address each type
of revenue and expense separately, rather than in the same paragraph.
13.We note your response to comment 26.  Please further revise your disclosure to state the
number of prepaid flight hours flown that represents the $104,726 of revenue recorded in
2021.  In addition, you state “In 2022, Jet Token sold 449 prepaid flight hours,
representing approximately $2.3 million, and flew 359 prepaid flight hours representing
revenue of $2.3 million, leaving a balance of $0.9 million in deferred revenue.”  Please
revise this statement to clearly disclose the hours sold, hours flown, revenue recorded and
the deferred revenue balance for each period presented.
Information About Jet Token, page 177
14.We note your response to comment 29.  You state contracts typically last three years and
at the end of the period, the aircraft is to be sold and the owner is rebated their pro-rata
share of the residual value.  Please tell us how you account for the pro-rata share of the
residual value in the aircraft that you will be responsible to rebate to the owner at the end
of the contract period.  Please reference the authoritative literature that supports your
accounting.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 5
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 5
Our Aircraft, page 182
15.We note your fourth aircraft in your current fleet, the Citation CJ4 Gen 2 aircraft, is
wholly owned by one of your customers who committed his aircraft to you for
management and charter via your Onboard Program. We further note that your Onboard
Program requires execution of a limited management agreement. Please disclose the
details of this arrangement and file such agreement as an exhibit to your registration
statement, or tell us why you believe you are not required to do so.
Share Purchase Agreement, page 185
16.Please expand your disclosure included in response to prior comment 33 to
discuss material terms of the Share Purchase Agreement, including pricing provisions.  In
that regard, we note the Draw Down Terms specified in Section 6.01 of such agreement.
17.Please revise your tabular disclosure to explain the calculation of the shares held by GEM
under each scenario.  In that regard, we note you disclose that Jet Token will issue GEM a
warrant granting it the right to purchase up to 6% of the outstanding common stock of Jet
Token on a fully diluted basis as the of the listing.  However, your tabular disclosure
reflects that GEM will own approximately 20% of Jet. AI's common stock under each of
the redemption scenarios on the date of listing.  In addition, please file a form of the GEM
Warrant as an exhibit to your registration statement.
Annex E, page E-3
18.We note the fairness opinion from Stanton Park Advisors, LLC included as Annex E
states that the opinion has been prepared for the Oxbridge Board and "may not be relied
upon by any other person or entity or for any other purpose." This language suggests that
shareholders may not consider or rely on the information in the opinion which you have
included with your proxy statement. Please revise to remove this limitation on reliance.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-29
19.We note your response to comment 40.  On the Jet Token website under the Jet Card
Options, we note up to 90% of the initial Jet Card balance is refundable (without
membership).  Please tell us how you have considered accounting for this refund
obligation.  To the extent you have not recorded a liability, please explain.

 FirstName LastNameJay  Madhu
 Comapany NameOxbridge Acquisition Corp.
 May 26, 2023 Page 6
 FirstName LastName
Jay  Madhu
Oxbridge Acquisition Corp.
May 26, 2023
Page 6
Index to Financial Statements
Consolidated Financial Statements of Jet Token, Inc.
Notes to Consolidated Financial Statements
Note 5. Commitments and Contingencies
Operating Lease, page F-34
20.We note your response to comment 44.  Please tell us why you believe recording the lease
maintenance reserve as an asset is appropriate and include reference to the authoritative
literature that supports your accounting.
Exhibits
21.We note that you have redacted information from portions of exhibits 10.4, 10.5 and 10.9.
If you intend to redact information pursuant to Item 601(b)(10)(iv) of Regulation S-K,
please revise to include a prominent statement on the first page of the filed version of each
redacted exhibit that certain identified information has been excluded from the exhibit
because it is both not material and is the type that you treat as private or confidential. In
addition, include a notation in the exhibit index indicating that portions of the exhibit have
been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
22.We reissue comment 47 in part.  Please file a form of your preliminary proxy card.
General
23.Please provide a source for each of your market and industry statements throughout the
proxy statement/prospectus.  For instance, provide source information for your statements
that "the private aviation industry is highly fragmented with the top 87 operators
representing 57% of the market and over 1,800 operators representing the balance of the
industry capacity," and "an estimated 90% of people who can afford to fly privately do
not."
            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,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Andrew Frost