UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2023

OXBRIDGE RE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (345) 749-7570

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

On March 27, 2023, Oxbridge Re Holdings Limited (the “Company”) and its indirect wholly owned subsidiary SurancePlus Inc. (“SurancePlus”), a British Virgin Islands Business Company, issued a press release announcing the commencement of an offering by SurancePlus of up to $5.0 million (USD) of DeltaCat Re Tokens (the “Tokens”), which represent Series DeltaCat Preferred Shares of SurancePlus (“Preferred Shares”, and together with the Tokens, the “Securities”). Each Token, which will have a purchase price of $10.00 per Token, will represent one Preferred Share of SurancePlus.

The proceeds from the offer and sale of the Securities will be used by SurancePlus to purchase one or more participating notes of Oxbridge Re NS, a Cayman Islands licensed reinsurance company subsidiary of the Company, and the proceeds from the sale of participating notes will be invested in collateralized reinsurance contracts to be underwritten by Oxbridge Re NS. The holders of the Securities will generally be entitled to proceeds from the payment of participating notes in the amount of a preferred return of $12.00 plus at least 80% of any proceeds in excess of the amount necessary to pay the preferred return.

The Securities have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state or other securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state or other securities laws. The Securities will be sold in a transaction exempt from registration under the Securities Act and will be sold only to persons reasonably believed to be accredited investors in the United States under SEC Rule 506(c) under the Securities Act and outside the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy the Securities. There can be no assurance that the offering of Securities will be completed.

The information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Exchange Act of 1934 or the Securities Act, as amended, except as expressly set forth by specific reference in such a filing.

This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy the Securities. The Securities are not required to be, and have not been, registered under the United States Securities Act of 1933, as amended, in reliance on the exemptions provided by Regulation S and Regulation D (SEC Rule 506(c)) thereunder. Offers and sales of the Securities are made only by, and pursuant to, the terms set forth in the Confidential Private Placement Memorandum relating to the Securities. The offering of the Securities is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.

Forward Looking Statements

This Current Report on Form 8-K (this “Report”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this Report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results or developments, and these statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “profitable,” “will,” “forecast” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the offering by SurancePlus of the Securities and the other important factors discussed under the caption “Risk Factors” in our Form 10-K filed with the U.S. Securities and Exchange Commission on March 30, 2022, as may be updated from time to time in subsequent filings. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this Report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

A signed original of this Form 8-K has been provided to Oxbridge Re Holdings Limited and will be retained by Oxbridge Re Holdings Limited and furnished to the Securities and Exchange Commission or its staff upon request

Exhibit 99.1

Oxbridge Launches Offering of Tokenized Reinsurance Security: DeltaCat Re

GRAND CAYMAN, Cayman Islands — (Mar. 27, 2023) — Oxbridge Re Holdings Limited (Nasdaq: OXBR), a provider of reinsurance solutions to property and casualty insurers in the Gulf Coast region of the United States, announced the launch of its offering of a tokenized reinsurance security, DeltaCat Re, by its new wholly-owned subsidiary SurancePlus Inc. (“SurancePlus”).

The DeltaCat Re token will indirectly represent fractionalized interests in reinsurance contracts, with each token representing one preferred share of SurancePlus. These reinsurance contracts will be underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS Limited, and the proceeds from the sale of the tokens and underlying preferred shares will be used to purchase one or more participating notes of Oxbridge Re NS, with such notes representing an interest in collateralized reinsurance contracts underwritten by Oxbridge Re NS.

The DeltaCat Re Tokens are being offered to accredited investors in the United States (“US”) by SurancePlus under Rule 506(c) of SEC Regulation D and to non-US investors pursuant to Regulation S of the US Securities Act 1933, as amended. Token holders will receive the right to a return on the investment from the performance of the underlying reinsurance contracts of Oxbridge Re NS. Assuming no casualty losses to properties reinsured by Oxbridge Re’s reinsurance subsidiaries, DeltaCat Re token investors are expected to receive a return on the original purchase price of the tokens of up to 196% after 3 years. Investor capital will be co-invested alongside ceding insurers’ premiums to fully collateralize underwritten reinsurance contracts.

SurancePlus has engaged Ogier BVI as its BVI counsel and Bull Blockchain Law LLP, as its United States Securities and Exchange Commission (SEC) counsel. Both firms were selected because each holds digital securities and tokenization expertise.

Details of the offering may be found at www.SurancePlus.com/invest.

“Tokenization of interests in reinsurance contracts is a digital representation of a real-world tradable asset, and we believe that our SurancePlus subsidiary is well-positioned to offer this unique opportunity to investors”, commented Oxbridge Re Holdings President and Chief Executive Officer Jay Madhu. “Democratizing reinsurance through tokenization allows investors to participate directly in the reinsurance business, which traditionally has extremely high barriers to entry. We believe that SurancePlus’ DeltaCat Re tokens will accomplish such democratization and are offering the majority of the financial benefits to investors whilst providing them with potential liquidity. We also believe that SurancePlus’ capital raise will help create shareholder value for Oxbridge Re by contributing to the ability to underwrite higher value reinsurance contracts.”

Disclaimer: This press release does not constitute an offer to sell nor a solicitation of an offer to buy the DeltaCat Re tokens or the Series DeltaCat Re Preferred Shares underlying the tokens (the “Securities”). The Securities are not required to be, and have not been, registered under the United States Securities Act of 1933, as amended, in reliance on the exemptions provided by Regulation S and Regulation D (SEC Rule 506(c)) thereunder. Offers and sales of the Securities are made only by, and pursuant to, the terms set forth in the Confidential Private Placement Memorandum relating to the Securities. The offering of the Securities is not being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such jurisdiction.

About Oxbridge Re Holdings Limited

Oxbridge Re Holdings Limited (www.oxbridgere.com) is a Cayman Islands exempted company that was organized in April 2013 to provide reinsurance business solutions primarily to property and casualty insurers in the Gulf Coast region of the United States. Through Oxbridge Re’s licensed reinsurance subsidiaries, Oxbridge Reinsurance Limited and Oxbridge RE NS, it writes fully collateralized policies to cover property losses from specified catastrophes. Oxbridge Re specializes in underwriting medium frequency, high severity risks, where it believes sufficient data exists to analyze effectively the risk/return profile of reinsurance contracts, and it makes investments that can contribute to the growth of capital and surplus in its licensed reinsurance subsidiaries over time. The company’s ordinary shares and warrants trade on the NASDAQ Capital Market under the symbols “OXBR” and “OXBRW,” respectively.

About SurancePlus Inc.

SurancePlus Inc. (www.SurancePlus.com) is an indirect wholly-owned subsidiary of Oxbridge Re Holdings Limited, incorporated in the British Virgin Islands. SurancePlus was organized to serve as a special-purpose vehicle to make tokenized side-car investments in reinsurance contracts entered into by Oxbridge Re’s licensed reinsurance subsidiaries.

Company Contact:

Oxbridge Re Holdings Limited

Jay Madhu, CEO

+1 345-749-7570

jmadhu@oxbridgere.com

Forward-Looking Statements

This press release, together with other statements and information publicly disseminated by Oxbridge Re Holdings Limited (the “Company”), contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “profitable,” “will,” “forecast” and other similar expressions. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. These statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. These forward-looking statements include, but are not limited to, statements concerning the token offering by SurancePlus; the prospects of our new subsidiary SurancePlus; and the other important factors discussed under the caption “Risk Factors” in our Form 10-K filed with the U.S. Securities and Exchange Commission on March 30, 2022, as may be updated from time to time in subsequent filings. These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.