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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): February 2, 2026
OXBRIDGE
RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in Charter)
| Cayman
Islands |
|
001-36346 |
|
98-1150254 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
| Suite
201, |
|
|
| 42
Edward Street, George Town P.O.
Box 469 |
|
|
| Grand
Cayman, Cayman
Islands |
|
KY1-9006 |
| (Address
of Principal Executive Office) |
|
(Zip
Code) |
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class: |
|
Trading
symbol |
|
Name
of each exchange on which registered |
| Ordinary
Shares (par value $0.001) |
|
OXBR |
|
The
Nasdaq Stock Market LLC |
| Warrants
to Purchase Ordinary Shares |
|
OXBRW |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
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
February 10, 2026, Oxbridge Re Holdings Limited (the “Company”) and its indirect wholly owned subsidiary SurancePlus
Inc. (“SurancePlus”), a British Virgin Islands Business Company, announced the commencement of an offering by SurancePlus
of Participation Shares (the “Securities”) represented by digital tokens to be issued under a 3-year Participation Share
Investment Contract (the “PSIC”). The Participation Shares are not shares in SurancePlus (or the Company) and shall have
no preemptive right or conversion rights. The Participation Shares solely confer contractual rights against SurancePlus as contained
in the PSIC. At the offering’s commencement, up to an aggregate of two million (2,000,000) Participation Shares will be issued,
represented by digital tokens labelled “T20-2027” and “T42-2027”, representing our balanced yield and high yield
participation shares, respectively. The quantity of Participation Shares to be issued in subsequent years of 2027, and 2028, shall be
disclosed prior to their issuances. At the start of the offering, the Participation Shares will be offered at an initial price of $10.00
per Participation Share, with varying discounts up to 5% per Participation Share for investments above varying specific thresholds.
The
net proceeds from the offer and sale of the Participation Shares will be used by SurancePlus to purchase one or more participating notes
of Oxbridge Re NS, an affiliated Cayman Islands licensed reinsurance entity, and the proceeds from the sale of such participating notes
will be invested in collateralized reinsurance contracts to be underwritten by Oxbridge Re NS.
The
holders of the Participation Shares will generally be entitled to receive proceeds from payments on the participating notes in an amount
equal to their Investor Final Return, consisting of the initial Participation Share Price plus their allocated share of net underwriting
profits, subject to a preferred return hurdle of 8% (annualized) and 16% (annualized) for the balance yield and high yield participation
shares, respectively, below which 100% of such profits are allocated to investors, and above which profits are generally shared 80% to
investors and 20% to SurancePlus.
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, 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 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 26, 2025, 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
| Exhibit
Number |
|
Description |
| |
|
|
| EX-104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
OXBRIDGE
RE HOLDINGS LIMITED |
| |
|
| |
/s/
Wrendon Timothy |
| Date:
February 10, 2026 |
Wrendon
Timothy |
| |
Chief
Financial Officer and Secretary |
| |
(Principal
Accounting Officer and |
| |
Principal
Financial Officer) |
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
