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.