8-K

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

Dateof Report (Date of earliest event reported): February 26, 2025

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. ☐

Item7.01. Regulation FD Disclosure.

On February 26, 2025, 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 one million (1,000,000) Participation Shares will be issued, represented by digital tokens labelled “ZetaCat Re” and “EtaCat Re”, representing high yield and balanced yield tokens, respectively. The quantity of Participation Shares to be issued in subsequent years of 2026, and 2027, 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 a 5% and 10% discount per Participation Share for investments above $50,000 and $100,000, respectively.

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 proceeds from the payment of the participating notes in the amount of a preferred return equal to the initial Participation Share price, plus 20%, and then 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, 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.

ThisCurrent Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to buy the Securities. The Securitiesare not required to be, and have not been, registered under the United States Securities Act of 1933, as amended, in reliance on theexemptions provided by Regulation S and SEC Rule 506(c) thereunder. Offers and sales of the Securities are made only by, and pursuantto, the terms set forth in the Confidential Private Placement Memorandum relating to the Securities. The offering of the Securities isnot 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.

ForwardLooking Statements

ThisCurrent Report on Form 8-K (this “Report”) contains certain forward-looking statements within the meaning of Section 27Aof the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends suchforward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private SecuritiesLitigation Reform Act of 1995 and includes this statement for purposes of complying with these safe harbor provisions. Any statementsmade in this Report that are not statements of historical fact, including statements about our beliefs and expectations, are forward-lookingstatements and should be evaluated as such. Forward-looking statements include information concerning possible or assumed future resultsor 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 havemade in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected futuredevelopments and other factors we believe are appropriate under the circumstances at such time. Although we believe that these forward-lookingstatements 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-lookingstatements. These statements are not guarantees of future performance or results. The forward-looking statements are subject to and involverisks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. These forward-lookingstatements include, but are not limited to, statements concerning the offering by SurancePlus of the Securities and the other importantfactors discussed under the caption “Risk Factors” in our Form 10-K filed with the U.S. Securities and Exchange Commissionon March 30, 2023, as may be updated from time to time in subsequent filings. These cautionary statements should not be construed byyou to be exhaustive and are made only as of the date of this Report. We undertake no obligation to update or revise any forward-lookingstatements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Item9.01. 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