OXBRW Oxbridge Re Holdings Ltd

 

 

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): August 14, 2023

 

 

OXBRIDGE RE HOLDINGS LIMITED

(Exact Name of Registrant as Specified in Charter)

 

Cayman Islands		001-36346		98-1150254
(State or Other Jurisdiction		(Commission		(I.R.S. Employer
of Incorporation)		File Number)		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 2.02 Results of Operations and Financial Condition

 

On August 14, 2023, Oxbridge Re Holdings Limited issued a press release announcing its financial results for the quarter and six months ended June 30, 2023. A copy of the press release is attached hereto as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

 

The information in this item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of Section 18, nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended or the Exchange Act, except to the extent, if any, expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

See the Exhibit Index set forth below for a list of exhibits included with this Form 8-K.

 

 

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: August 14, 2023	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.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release, dated August 14, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

Exhibit 99.1

 

 

Company Contact: 

Oxbridge Re Holdings Limited

Jay Madhu, CEO

345-749-7570

jmadhu@oxbridgere.com

 

Oxbridge Re Holdings Limited Reports Second Quarter 2023 Results

 

GRAND CAYMAN, Cayman Islands (August 14, 2023) — Oxbridge Re Holdings Limited (NASDAQ: OXBR), (the “Company”), a provider of reinsurance solutions primarily to property and casualty insurers, reported its results for the three and six months ended June 30, 2023.

 

“Our stable performance continued in the second quarter of 2023 with, again, no losses incurred,” commented Oxbridge Re Holdings Chairman and Chief Executive Officer Jay Madhu

 

“During the second quarter we were pleased to complete the private placement of approximately $2.4 million in securitized tokens by our new Web3-focused subsidiary SurancePlus Inc., an alternative investment opportunity leveraging key qualities of blockchain technology to create a well-designed digital security,” Mr. Madhu continued. “Assuming there are no losses underwritten by our reinsurance contracts, investors in the securitized tokens are expected to generate a potential annual return of an estimated 42%.” (See SurancePlus Offering below.)

 

“SurancePlus is now a brand-new, well-capitalized business and growth opportunity for our shareholders, created without any new debt and no equity dilution. We are very proud of this accomplishment and look for this exciting new entity to diversify and accelerate our growth prospects in the years ahead.”

 

“We were also pleased that, subsequent to the second quarter, Oxbridge Acquisition Corp. (NASDAQ: OXAC), the special purpose acquisition company in which we have a significant investment, completed its business combination agreement with Jet.AI Inc., a software and aviation company. The company develops software leveraging artificial intelligence and offers fractional aircraft ownership, jet card, aircraft brokerage and charter through its fleet of private aircraft and those of its operating partner. The software segment of the company features the B2C CharterGPT app and the B2B Jet.AI Operator platform. The CharterGPT app uses natural language processing and machine learning to improve the private jet booking experience. The Jet.AI operator platform offers a suite of stand-alone software products to enable FAA Part 135 charter providers to add revenue, maximize efficiency and reduce carbon footprint. The Aviation segment features jet aircraft fractions, jet cards, on-fleet charter, management, and buyer’s brokerage.’’ (See Subsequent Event below.)

 

“Looking ahead, with a strong balance sheet, no debt, and with our recent transactions a well-diversified business, we remain highly confident in our future ability to deliver shareholder value,” Jay Madhu concluded.

 

Financial Performance

 

For the three months ended June 30, 2023, the Company generated a net loss of $85,000 or $(0.01) per basic and diluted common share compared to net income of $77,000 or $0.01 per basic and diluted common share in the second quarter of 2022. The loss in the quarter is due primarily to higher general and administrative expenses as a result of the recognition of all costs associated with the SurancePlus token offering completed during the quarter. For the six months ended June 30, 2023, the Company generated a net profit of $57,000 or $0.01 per basic and diluted common share compared to a net loss of $310,000 or $(0.05) basic and diluted common share for the six months ended June 30, 2022. The improved results were primarily due to higher revenues driven by the increase in unrealized gains on other investment and equity securities.

 

 

Net premiums earned for the three months ended June 30, 2023 were $183,000 compared to $194,000 in the same prior year period. For the six months ended June 30, 2023 net premiums earned were $183,000 compared to $404,000 in the prior year. The decrease was due to reinsurance contracts in force during the period ended June 30, 2023 compared to the prior year.

 

There were no losses incurred for the three and six months ended June 30, 2023 or 2022.

 

Total expenses were $697,000 for the three months ended June 30, 2023 compared to $410,000 for the same period in the prior year. For the six months ended June 30, 2023 total expenses were $1.1 million compared to $772,000 in the prior year. The increase was due to higher general and administrative expenses resulting from inflationary expense fluctuations compared to the prior year, as well as the recognition during the second quarter of 2023 of all the one-time offering costs associated with the completion of the SurancePlus token offering.

 

At June 30, 2023, cash and cash equivalents, and restricted cash and cash equivalents were $3.5 million compared to $3.9 million at December 31, 2022.

 

Financial Ratios

 

Loss Ratio. The loss ratio, which measures underwriting profitability, is the ratio of losses and loss adjustment expenses incurred to net premiums earned. The loss ratio was 0% for the period ended June 30, 2023 and 2022 due to no loss or loss adjustment expenses in either period.

 

Acquisition Cost Ratio. The acquisition cost ratio, which measures operational efficiency and compares policy acquisition costs with net premiums earned, remained consistent at 10.9% for the six-month periods ended June 30, 2023 and 2022.

 

Expense Ratio. The expense ratio, which measures operating performance, compares policy acquisition costs and general and administrative expenses with net premiums earned. The expense ratio increased to 601.6% for the six months ended June 30, 2023 from 191.1% in the prior year due to the higher general and administrative expenses incurred in 2023.

 

Combined ratio. The combined ratio, which is used to measure underwriting performance, is the sum of the loss ratio and the expense ratio. The combined ratio increased to 601.6% for the six months ended June 30, 2023 from 191.1% in the prior year due to the higher general and administrative expenses incurred in 2023.

 

SurancePlus Offering

 

On June 27, 2023, SurancePlus Inc. completed its private placement (the “Private Placement”) of Series DeltaCat Re Preferred Shares represented by DeltaCat Re Tokens (the “Securities”). On June 27, 2023, SurancePlus entered into subscription agreements with accredited investors and non-U.S. persons in the Private Placement with respect to 229,766 of the Securities at a purchase price of $10.00 per token for aggregate gross proceeds of $2,297,660. SurancePlus also previously entered into subscription agreements for and sold 15,010 of the Securities between April 5, 2023 and May 18, 2023 for gross proceeds of $150,100, also at a purchase price of $10.00 per token. The aggregate amount raised in the Private Placement was $2,447,760 for the issuance of 244,776 Securities of which approximately $1,280,000 was received from third-party investors and approximately $1,167,000 from Oxbridge Re Holdings Limited. Approximately $300,000 and $273,000 of management fees were deducted from the gross proceeds from the third-party investors and Oxbridge Re Holdings Limited, respectively, The tokens were issued on the Avalanche blockchain. Ownership of DeltaCat Re tokenized reinsurance securities indirectly confers fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2023-2024 treaty year.

 

 

Subsequent Event

 

On August 7, 2023, OXAC held an extraordinary general meeting at which the business combination with Jet Token, Inc. was approved by OXAC shareholders. In conjunction with the business combination, OXAC was redomesticated as a Delaware entity, and changed its name to Jet.AI Inc. The business combination was closed on August 10, 2023, and on August 11, 2023, OXAC common stock and warrants began trading on the Nasdaq Global Market under the new ticker symbols JTAI and JTAIW.

 

Conference Call

 

Management will host a conference call later today to discuss these financial results, followed by a question and-answer session. President and Chief Executive Officer Jay Madhu and Chief Financial Officer Wrendon Timothy will host the call starting at 4:30 p.m. Eastern time. The live presentation can be accessed by dialing the number below or by clicking the webcast link available on the Investor Information section of the company’s website at www.oxbridgere.com.

 

Date: August 14, 2023

Time: 4.30 p.m. Eastern time

Toll-free number: 800 343-4136

International number: +1 203 518-9843

Passcode (required): OXBRIDGE

 

Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact InComm Conferencing at 201 493-6280 or 877 804-2066

 

A replay of the call will be available by telephone after 4:30 p.m. Eastern time on the same day of the call and via the Investor Information section of Oxbridge’s website at www.oxbridgere.com until August 28th, 2023.

 

Toll-free replay number: 877-660-6853

International replay number: +1-201-612-7415

Conference ID: 13740555

 

About Oxbridge Re Holdings Limited

 

Oxbridge Re Holdings Limited (www.oxbridgere.com) (NASDAQ: OXBR, OXBRW) (“Oxbridge Re”) is a Cayman Islands exempted company. Its primary subsidiaries are SurancePlus, Oxbridge Reinsurance Limited & Oxbridge Re NS. SurancePlus; is a Web3-focused subsidiary that currently leverages blockchain technology to democratize access to high-return reinsurance contracts via digital securities. Oxbridge Reinsurance Limited; is a licensed reinsurance subsidiary that provides reinsurance business solutions primarily to property and casualty insurers in the Gulf Coast region of the United States; Oxbridge Re NS; a licensed reinsurance SPV/side car that provides third-party investors with access to reinsurance contracts with returns uncorrelated to the financial markets. In addition, Oxbridge Re is also the founding and lead investor of Oxbridge Acquisition Corp. (NASDAQ: OXAC), a special purpose acquisition company (“SPAC”).

 

Forward-Looking Statements

 

This press release may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “estimate,” “expect,” “intend,” “plan,” “project” and other similar words and expressions are intended to signify forward-looking statements. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various risks and uncertainties. A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on 30^th March, 2023. The occurrence of any of these risks and uncertainties could have a material adverse effect on the Company’s business, financial condition and results of operations. Any forward-looking statements made in this press release speak only as of the date of this press release and, except as required by law, the Company undertakes no obligation to update any forward-looking statement contained in this press release, even if the Company’s expectations or any related events, conditions or circumstances change.

 

 

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Balance Sheets

(expressed in thousands of U.S. Dollars, except per share and share amounts)

 

		At June 30, 2023				At December 31,2022
		(Unaudited)
Assets
Investments:
Equity securities, at fair value (cost: $1,926)		$	723				642
Cash and cash equivalents			3,117				1,207
Restricted cash and cash equivalents			372				2,721
Accrued interest and dividend receivable			7				-
Premiums receivable			1,954				282
Other Investments			11,928				11,423
Due from Related Party			99				45
Deferred policy acquisition costs			221				-
Operating lease right-of-use assets			60				44
Prepayment and other assets			85				114
Prepaid Offering Costs			135				133
Property and equipment, net			7				5
Total assets		$	18,708				16,616
Liabilities and Shareholders’ Equity
Unearned Premium			2,013				-
Other Liabilities - Delta Cat Re Token Holders			1,059				-
Notes payable to noteholders			118				216
Losses payable			-				1,073
Operating lease liabilities			60				44
Accounts payable and other liabilities			303				294
Total liabilities			3,553				1,627
Shareholders’ equity:
Ordinary share capital, (par value $0.001, 50,000,000 shares authorized; 5,870,234 and 5,769,587 shares issued and outstanding)			6				6
Additional paid-in capital			32,591				32,482
Accumulated Deficit			(17,442	)			(17,499	)
Total shareholders’ equity			15,155				14,989
Total liabilities and shareholders’ equity		$	18,708				16,616

 

 

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Statements of Operations

(Unaudited)

(expressed in thousands of U.S. Dollars, except per share amounts)

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2023				2022				2023				2022
Revenue
Assumed premiums		$	2,196				669				2,196				705
Premiums ceded			-				(24	)			-				(60	)
Change in unearned premiums reserve			(2,013	)			(451	)			(2,013	)			(241	)
Net premiums earned			183				194				183				404
SurancePlus management fee income			300				-				300				-
Net investment and other income			79				41				168				75
Net realized investment gain			-				19				-				27
Unrealized gain on other investments			124				571				505				341
Change in fair value of equity securities			5				(322	)			81				(342	)
Total revenue			691				503				1,237				505
Expenses
Policy acquisition costs and underwriting expenses			20				21				20				44
General and administrative expenses			677				389				1,081				728
Total expenses			697				410				1,101				772
(Loss) income before income attributable to noteholders and tokenholders			(6	)			93				136				(267	)
Income attributable to noteholders and tokenholders			(79	)			(16	)			(79	)			(43	)
Net (loss) income		$	(85	)			77				57				(310	)
(Loss) earnings per share
Basic and Diluted		$	(0.01	)			0.01				0.01				(0.05	)
Weighted-average shares outstanding
Basic and Diluted			5,870,234				5,781,586				5,863,973				5,766,382
Performance ratios to net premiums earned:
Loss ratio			0.0	%			0.0	%			0.0	%			0.0	%
Acquisition cost ratio			10.9	%			10.8	%			10.9	%			10.9	%
Expense ratio			380.9	%			211.3	%			601.6	%			191.1	%
Combined ratio			380.9	%			211.3	%			601.6	%			191.1	%

 

 

v3.23.2

Cover	Aug. 14, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 14, 2023
Entity File Number	001-36346
Entity Registrant Name	OXBRIDGE RE HOLDINGS LIMITED
Entity Central Index Key	0001584831
Entity Tax Identification Number	98-1150254
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Suite 201
Entity Address, Address Line Two	42 Edward Street, George Town
Entity Address, Address Line Three	P.O. Box 469
Entity Address, City or Town	Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-9006
City Area Code	(345)
Local Phone Number	749-7570
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Ordinary Shares (par value $0.001)
Title of 12(b) Security	Ordinary Shares (par value $0.001)
Trading Symbol	OXBR
Security Exchange Name	NASDAQ
Warrants to Purchase Ordinary Shares
Title of 12(b) Security	Warrants to Purchase Ordinary Shares
Trading Symbol	OXBRW
Security Exchange Name	NASDAQ

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