OXBRIDGE RE HOLDINGS Ltd 8-K, filed Jul 19, 2021
OXBRIDGE RE HOLDINGS Ltd (OXBR)
8-K
2021-07-19
For: 2021-07-19
View Original
Added on
April 06, 2026
About this 8-K
OXBRIDGE RE HOLDINGS Ltd filed this 8-K on July 19, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): July 19,
2021
_________________
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in Charter)
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Cayman Islands
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001-36346
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98-1150254
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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Suite 201,
42 Edward Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
(Address
of Principal Executive Office)
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KY1-9006
(Zip
Code)
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Registrant’s
telephone number, including area code: (345) 749-7570
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______________________________________________________________________________
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:
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Title of each class:
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Trading symbol
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Name of each exchange on which registered
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Ordinary Shares (par value $0.001)
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OXBR
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The Nasdaq Stock Market LLC
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Warrants to Purchase Ordinary Shares
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OXBRW
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The Nasdaq Stock Market LLC(The Nasdaq Capital Market)
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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 July 19, 2021, Oxbridge Re Holdings Limited (or the
“Company”) issued a press release announcing that
Oxbridge Acquisition Corp. (“Oxbridge Acquisition”), a
Cayman Islands special purpose acquisition company in
which the Company’s wholly owned licensed reinsurance
subsidiary, Oxbridge Reinsurance Limited, has an indirect
investment, filed a Registration Statement on Form
S-1 (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") on July 19, 2021, in connection with a
proposed initial public offering of its units. Oxbridge Acquisition
intends to concentrate its efforts for a target in the disruptive
technology market, with a particular focus in the insurance
technology (InsurTech), blockchain and artificial intelligence
technology sectors.
A registration statement relating to the securities of Oxbridge
Acquisition has been filed with the Securities and Exchange
Commission but has not yet become effective. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. When
available, copies of the prospectus related to the proposed initial
offering by Oxbridge Acquisition may be obtained for free by
visiting Edgar on the SEC's website at www.sec.gov or
from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor,
New York, NY 10174, at (212) 895-3745.
This Current Report on Form 8-K and the press release attached
hereto as Exhibit 99.1 are being furnished to the Securities and
Exchange Commission under Item 7.01 of Form 8-K in satisfaction of
the public disclosure requirements of Regulation FD and shall not
be deemed "filed" for any purpose.
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.
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OXBRIDGE
RE HOLDINGS LIMITED
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Date: July 19,
2021
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By:
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/s/ Wrendon
Timothy
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Wrendon
Timothy
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Chief Financial
Officer and Secretary
(Principal
Financial Officer and
Principal
Accounting Officer)
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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
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Exhibit No.
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Description
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Press
Release, dated July 19, 2021
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Exhibit 99.1
FOR
IMMEDIATE RELEASE
Company
Contact:
Oxbridge
Re Holdings Limited
Jay
Madhu, CEO
345-749-7570
jmadhu@oxbridgere.com
Oxbridge
Re Announces Filing of SPAC Registration Statement
GRAND CAYMAN, Cayman Islands (July 19, 2021) –
Oxbridge Re (NASDAQ:
OXBR)(the
“Company”) announced today that Oxbridge Acquisition
Corp. (“Oxbridge Acquisition”), a Cayman Islands
special purpose acquisition company and an indirect subsidiary of
the Company, filed a Registration Statement on Form S-1 (the
“Registration Statement”) with the Securities and
Exchange Commission (“SEC”) in connection with a
proposed initial public offering of its units. The Company’s
wholly owned licensed reinsurance subsidiary, Oxbridge Reinsurance
Limited (“Oxbridge Reinsurance”), is the lead investor
in Oxbridge Acquisition’s sponsor and is making the
investment pursuant to its reinsurance business plan under which
Oxbridge Reinsurance intends to invest in SPACs that are sponsored
and/or managed by the Company’s management team, such that
the investments contribute to the growth of capital and surplus of
Oxbridge Reinsurance over time. Oxbridge Acquisition intends to
concentrate its efforts for a target in the disruptive technology market, with a particular
focus in the insurance technology (InsurTech), blockchain and
artificial intelligence technology sectors.
The
proposed public offering is expected to have a base offering size
of $100 million, or up to $115 million if the underwriters’
over-allotment option is exercised in full. Oxbridge Acquisition is
directly initially owned by OAC Sponsor Ltd., a Cayman Islands
exempted company (“OAC Sponsor”) that was organized by,
and to which the initial capital was contributed by, the
Company’s executive officers. Under the terms of the proposed
public offering, OAC Sponsor would own 20% of Oxbridge
Acquisition’s issued and outstanding common stock upon the
consummation of the offering. Oxbridge Acquisition will be managed
by the Company’s management team.
Maxim
Group LLC is acting as sole book-running manager for the
offering.
When
available, copies of the prospectus related to the proposed initial
offering by Oxbridge Acquisition may be obtained for free by
visiting Edgar on the SEC's website at www.sec.gov or from Maxim
Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, at
(212) 895-3745.
The
Registration Statement relating to the securities of Oxbridge
Acquisition Corp. has been filed with the SEC but has not yet
become effective. These securities may not be sold nor may offers
to buy be accepted prior to the time the Registration Statement
becomes effective. This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
Forward-Looking
Statements:
This
Press Release may contain “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements relating to the proposed initial
public offering of Oxbridge Acquisition Corp. and its management.
The statements involve risks and uncertainty. Words such as
“anticipate,” “estimate,”
“expect,” “intend,” “plan,” and
“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. Such
statements are based on the Company’s current expectations
and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those described in
the forward-looking statements. Investors are cautioned that there
can be no assurance actual results or business conditions will not
differ materially from those projected or suggested in such
forward-looking statements as a result of various risks and
uncertainties. Investors should refer to the risks detailed from
time to time in the reports the Company files with the SEC,
including the Company’s Annual Report on Form 10-K for the
year ended December 31, 2020, as well as other filings on Form 10-Q
and periodic filings on Form 8-K, for additional factors that could
cause actual results to differ.
About Oxbridge Re Holdings Limited
Oxbridge
Re (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.