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.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated March 27, 2023.
EX-104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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