UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 1-36346

OXBRIDGE RE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1150254

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Suite 201

42 Edward Street, ~~George Town~~Georgetown

P.O. Box 469

Grand Cayman, Cayman Islands

KY1-9006

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (345) 749-7570

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the 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. ______

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of ~~August 15,~~November 14, 2023; 5,870,234 ordinary shares, par value $0.001 per share, were outstanding.

OXBRIDGE RE HOLDINGS LIMITED

INDEX

		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets ~~June~~September 30, 2023 (unaudited) and December 31, 2022	3

	Consolidated Statements of Operations Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022 (unaudited)	4

	Consolidated Statements of Cash Flows ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022 (unaudited)	5

	Consolidated Statements of Changes in Shareholders’ Equity Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022 (unaudited)	7

	Notes to the Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3738

Item 4.	Controls and Procedures	38

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 3.	Defaults Upon Senior Securities	3839

Item 4.	Mine Safety Disclosures	3839

Item 5.	Other Information	39

Item 6.	Exhibits	39

	Signatures	40

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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 reserve 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

At September 30, 2023 At December 31, 2022
(Unaudited)
Assets
Investments:
Equity securities, at fair value (cost: $1,926) $ 608 642
Cash and cash equivalents 1,801 1,207
Restricted cash and cash equivalents 1,848 2,721
Accrued interest and dividend receivable 13 -
Premiums receivable 1,465 282
Loan receivable 100 -
Other Investments 5,039 11,423
Due from Related Party 60 45
Deferred policy acquisition costs 161 -
Operating lease right-of-use assets 35 44
Prepayment and other assets 62 114
Prepaid Offering Costs - 133
Property and equipment, net 5 5
Total assets $ 11,197 16,616

Liabilities and Shareholders’ Equity
Unearned Premium 1,463 -
Other Liabilities - Delta Cat Re Token Holders 1,291 -
Notes payable to noteholders 118 216
Losses payable - 1,073
Operating lease liabilities 35 44
Accounts payable and other liabilities 342 294
Total liabilities 3,249 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 32,684 32,482
Accumulated Deficit (24,742 ) (17,499 )
Total shareholders’ equity 7,948 14,989
Total liabilities and shareholders’ equity $ 11,197 16,616
The accompanying Notes to Consolidated Financial Statements are an integral
part of the Consolidated Financial Statements.

3

OXBRIDGE RE HOLDINGS LIMITED AND ~~SUBSIDIARY~~SUBSIDIARIES
Consolidated Statements of ~~(Loss) Income (unaudited)~~Operations
(Unaudited)
(expressed in thousands of U.S. Dollars, except per share ~~and share~~ amounts)
2023 2022 2023 2022 2023 2022 2023 2022
Three Months Ended June 30, Six Months Ended June 30, Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022 2023 2022 2023 2022

Revenue
Assumed premiums 2,196 669 2,196 705 - - 2,195 705
Premiums ceded - (24 ) - (60 ) - - - (60 )
Change in unearned premiums reserve (2,013 ) (451 ) (2,013 ) (241 ) 549 591 (1,463 ) 350

Net premiums earned 183 194 183 404 549 591 732 995
SurancePlus management fee income 300 - 300 -
SurancePlus fees income - - 300 -
Net investment and other income 79 41 168 75 74 53 242 128
Net realized investment gain - 19 - 27 - - - 27
Unrealized gain on other investments 124 571 505 341
Unrealized loss on other investments (6,889 ) (1,327 ) (6,384 ) (986 )
Change in fair value of equity securities 5 (322 ) 81 (342 ) (115 ) (13 ) (34 ) (355 )

Total revenue 691 503 1,237 505 (6,381 ) (696 ) (5,144 ) (191 )

Expenses
Losses and loss adjustment expenses - 1,073 - 1,073
Policy acquisition costs and underwriting expenses 20 21 20 44 60 65 80 110
General and administrative expenses 677 389 1,081 728 628 323 1,708 1,050

Total expenses 697 410 1,101 772 688 1,461 1,788 2,233

(Loss) income before income attributable to noteholders and tokenholders (6 ) 93 136 (267 )
Loss before income attributable to noteholders and tokenholders (7,069 ) (2,157 ) (6,932 ) (2,424 )

Income attributable to noteholders and tokenholders (79 ) (16 ) (79 ) (43 ) (231 ) - (311 ) (43 )

Net (loss) income (85 ) 77 57 (310 )
Net loss (7,300 ) (2,157 ) (7,243 ) (2,467 )

(Loss) earnings per share
Loss per share
Basic and Diluted (0.01 ) 0.01 0.01 (0.05 ) (1.24 ) (0.37 ) (1.23 ) (0.43 )
Basic (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 5,870,234 5,781,587 5,866,083 5,771,506
Basic 5,870,234 5,781,586 5,863,973 5,766,382
The accompanying Notes to Consolidated Financial Statements are an integral
part of the Consolidated Financial Statements.

4

OXBRIDGE RE HOLDINGS LIMITED AND ~~SUBSIDIARY~~SUBSIDIARIES
Consolidated Statements of Cash Flows ~~(unaudited)~~
~~(expressed in thousands of U.S. Dollars)~~
2023 2022
Six Months Ended
June 30,
2023 2022
Operating activities
Net income (loss) $ 57 (310 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation 109 64
Depreciation and amortization 3 2
Net realized investment gains - (27 )
SurancePlus management fee income (300 )
Change in fair value of other investments (505 ) (341 )
Change in fair value of equity securities (81 ) 342
Change in operating assets and liabilities:
Accrued interest and dividend receivable (7 ) -
Premiums receivable (1,672 ) (285 )
Due from related party (54 ) (60 )
Deferred policy acquisition costs (221 ) (27 )
Prepayment and other assets 29 (106 )
Reserve for losses and loss adjustment expenses (1,073 ) -
Other liabilities Delta Cat Re Tokenholders 79 -
Unearned premiums reserve 2,013 241
Accounts payable and other liabilities 9 32

Net cash used in operating activities $ (1,614 ) (475 )

Investing activities
Purchase of equity securities - (1,002 )
Proceeds from sale of equity securities - 626
Purchase of property and equipment (5 ) -

Net cash used in investing activities $ (5 ) (376 )

Financing activities
Partial redemption of notes payable to noteholders (98 ) -
Prepaid offering costs (2 ) -
Gross proceeds from the issuance of Delta Cat Re tokens 1,280 -
Net cash provided by financing activities $ 1,180 -
5
~~OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARY~~
~~Consolidated Statements of Cash Flows~~(Unaudited)
(expressed in thousands of U.S. Dollars)
Six Months Ended
June 30,
2023 2022

Cash and cash equivalents, and restricted cash and cash equivalents:
Net change during the period (439 ) (851 )
Balance at beginning of period 3,928 5,418

Balance at end of period $ 3,489 4,567
2023 2022
Nine Months Ended
September 30,
2023 2022
Operating activities
Net loss $ (7,243 ) (2,467 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation 202 96
Depreciation and amortization 5 3
Net realized investment gains - (27 )
SurancePlus fee income (300 ) -
Change in fair value of other investments 6,384 986
Change in fair value of equity securities 34 355
Change in operating assets and liabilities:
Accrued interest and dividend receivable (13 ) -
Premiums receivable (1,183 ) (286 )
Due from related party (15 ) (3 )
Deferred policy acquisition costs (161 ) 38
Prepayment and other assets 52 (56 )
Prepaid offering costs 133 -
Reserve for losses and loss adjustment expenses (1,073 ) 1,073
Other Liablities Delta Cat Re Tokenholders 311 -
Unearned premiums reserve 1,463 (350 )
Accounts payable and other liabilities 48 (44 )

Net cash used in operating activities $ (1,356 ) (682 )

Investing activities
Purchase of equity securities - (1,002 )
Purchase of loan receivable (100 ) -
Proceeds from sale of equity securities - 626
Purchase of property and equipment (5 ) -

Net cash used in investing activities $ (105 ) (376 )

Financing activities
Partial redemption of notes payable to noteholders (98 ) -
Gross proceeds from the issuance of Delta Cat Re tokens 1,280 -
Net cash provided by financing activities $ 1,182 -

The accompanying Notes to Consolidated Financial Statements are an integral part of the Consolidated Financial Statements.
5
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Consolidated Statements of Cash Flows, continued
(Unaudited)
(expressed in thousands of U.S. Dollars)
Nine Months Ended
September 30,
2023 2022

Cash and cash equivalents, and restricted cash and cash equivalents:
Net change during the period (279 ) (1,058 )
Balance at beginning of period 3,928 5,418

Balance at end of period $ 3,649 4,360
The accompanying Notes to Consolidated Financial Statements are an integral part of the Consolidated Financial Statements.

6

OXBRIDGE RE HOLDINGS LIMITED AND ~~SUBSIDIARY~~SUBSIDIARIES
Consolidated Statements of Changes in Shareholders’ Equity (unaudited)
Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022 ~~(unaudited)~~
(expressed in thousands of U.S. Dollars, except ~~number of shares )~~share amounts)
Shares Amount Capital Deficit Equity
Ordinary Share Capital Additional Paid-in Accumulated Total Shareholders’ Ordinary Share Capital Additional Paid-in Accumulated Total Shareholders’
Shares Amount Capital Deficit Equity Shares Amount Capital Deficit Equity

Balance at December 31, 2021 5,749,587 6 32,355 (15,710 ) 16,651 5,749,587 6 32,355 (15,710 ) 16,651
Net loss for the period - - - (387 ) (387 ) - - - (387 ) (387 )
Stock-based compensation - - 32 - 32 - - 32 - 32
Issuance of restricted stock 32,000 - - - - 32,000 - - - -
Balance at March 31, 2022 5,781,587 6 32,387 (16,097 ) 16,296 5,781,587 6 32,387 (16,097 ) 16,296
Net income for the period - - - 77 77 - - - 77 77
Stock-based compensation - - 32 - 32 - - 32 - 32
Balance at June 30, 2022 5,781,587 6 32,419 (16,020 ) 16,405 5,781,587 6 32,419 (16,020 ) 16,405
Net loss for the period - - - (2,157 ) (2,157 )
Stock-based compensation - - 32 - 32
Balance at September 30, 2022 5,781,587 6 32,451 (18,177 ) 14,280

Balance at December 31, 2022 5,769,587 6 32,482 (17,499 ) 14,989 5,769,587 6 32,482 (17,499 ) 14,989
Net income for the period - - - 142 142 - - - 142 142
Stock-based compensation - - 54 - 54 - - 54 - 54
Issuance of restricted stock 96,647 - - - - 96,647 - - - -
Balance at March 31, 2023 5,866,234 6 32,536 (17,357 ) 15,185 5,866,234 6 32,536 (17,357 ) 15,185
Net loss for the period - - - (85 ) (85 ) - - - (85 ) (85 )
Net income (loss) - - - (85 ) (85 )
Stock-based compensation - - 55 - 55 - - 55 - 55
Issuance of restricted stock 4,000 - - - - 4,000 - - - -
Balance at June 30, 2023 5,870,234 6 32,591 (17,442 ) 15,155 5,870,234 6 32,591 (17,442 ) 15,155
Balance 5,870,234 6 32,591 (17,442 ) 15,155
Net loss for the period - - - (7,300 ) (7,300 )
Net income (loss) - - - (7,300 ) (7,300 )
Stock-based compensation - - 93 - 93
Balance at September 30, 2023 5,870,234 6 32,684 (24,742 ) 7,948
Balance 5,870,234 6 32,684 (24,742 ) 7,948

The accompanying Notes to Consolidated Financial Statements are an integral
part of the Consolidated Financial Statements.

7

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023

1. ORGANIZATION AND BASIS OF PRESENTATION

(a) Organization

Oxbridge Re Holdings Limited (the “Company”) was incorporated as an exempted company on April 4, 2013 under the laws of the Cayman Islands. The Company owns 100% of the equity interest in Oxbridge Reinsurance Limited, an exempted entity incorporated on April 23, 2013 under the laws of the Cayman Islands and for which a Class “C” Insurer’s license was granted on April 29, 2013 under the provisions of the Cayman Islands Insurance Law. The Company also owns 100% of the equity interest in Oxbridge Re NS, an entity incorporated as an exempted company on December 22, 2017 under the laws of the Cayman Islands to function as a reinsurance sidecar facility and to increase the underwriting capacity of Oxbridge Reinsurance Limited. The Company also owns 100% of the equity interest in SurancePlus, an entity incorporated as a business company on December 19, 2022 under the laws of the British Virgin Islands to issue digital securities. The Company and its subsidiaries (collectively “Oxbridge Re”) provide the following: ~~SurancePlus;~~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;~~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;~~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”).~~ The Company operates as a single business segment through its wholly-owned subsidiaries. The Company’s headquarters and principal executive offices are located at Suite 201, 42 Edward Street, George Town, Grand Cayman, Cayman Islands, and have their registered offices at P.O. Box 309, Ugland House, Grand Cayman, Cayman Islands.

The Company’s ordinary shares and warrants are listed on The NASDAQ Capital Market under the symbols “OXBR” and “OXBRW,” respectively.
(b) Basis of Presentation and Consolidation

The accompanying unaudited, consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and the Securities and Exchange Commission (“SEC”) rules for interim financial reporting. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and ~~regulations.~~regulations. However, in the opinion of management, the accompanying interim consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the Company’s consolidated financial position as of ~~June~~September 30, 2023 and the consolidated results of operations and cash flows for the periods presented. The consolidated results of operations for interim periods are not necessarily indicative of the results of operations to be expected for any subsequent interim period or for the fiscal year ended December 31, 2023. The accompanying unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022 included in the Company’s Form 10-K, which was filed with the SEC on March 30, ~~2023.~~2023.

Uses of Estimates: In preparing the interim unaudited consolidated financial statements, management was required to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the financial reporting date and throughout the periods being reported upon. Certain of the estimates result from judgments that can be subjective and complex and consequently actual results may differ from these estimates, which would be reflected in future periods.

Material estimates that are particularly susceptible to significant change in the near-term relate to ~~the fair value of the Company’s investment in Oxbridge Acquisition Corp., and~~ the determination of the reserve for losses and loss adjustment expenses (if any), which may include amounts estimated for claims incurred but not yet reported. The Company uses various assumptions and actuarial data it believes to be reasonable under the circumstances to make these estimates. In addition, accounting policies specific to valuation of investments involve significant judgments and estimates material to the Company’s consolidated financial statements. Although considerable variability is likely to be inherent in these estimates, management believes that the amounts provided are reasonable. These estimates are continually reviewed and adjusted if necessary. Such adjustments are reflected in current operations.

The Company consolidates in these consolidated financial statements the results of operations and financial position of all voting interest entities (“VOE”) in which the Company has a controlling financial interest and all variable interest entities (“VIE”) in which the Company is considered to be the primary beneficiary. The consolidation assessment, including the determination as to whether an entity qualifies as a VIE or VOE, depends on the facts and circumstances surrounding each entity.

All significant intercompany balances and transactions have been eliminated.
8

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023

~~All significant intercompany balances and transactions have been eliminated.~~
2.SIGNIFICANT ACCOUNTING POLICIES

Cash and cash ~~equivalents:~~equivalents: Cash and cash equivalents are comprised of cash and short- term investments with original maturities of three months or less.

Restricted cash and cash ~~equivalents:~~equivalents: Restricted cash and cash equivalents represent funds held in accordance with the Company’s trust agreements with ceding insurers and trustees, which requires the Company to maintain collateral with a market value greater than or equal to the limit of liability, less unpaid premium.

Investments: The Company from time to time invests in fixed-maturity debt securities and equity securities, and for which its fixed-maturity debt securities are classified as available-for-sale. The Company’s available for sale debt investments are carried at fair value with changes in fair value included as a separate component of accumulated other comprehensive income (loss) in shareholders’ equity. For the Company’s investment in equity securities, and for the Company’s investment in ~~the special purpose acquisition company Oxbridge Acquisition Corp.~~Jet.AI classified as “other investments”, the changes in fair value are recorded within the consolidated statements of operations. At ~~June~~September 30, 2023 and December 31, 2022 the company did not own any fixed maturity debt securities.

Unrealized gains or losses are determined by comparing the fair market value of the securities with their cost or amortized cost. Realized gains and losses on investments are recorded on the trade date and are included in the consolidated statements of operations. The cost of securities sold is based on the specified identification method. Investment income is recognized as earned and discounts or premiums arising from the purchase of debt securities are recognized in investment income using the interest method over the remaining term of the security.

Fair value measurement: GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under GAAP are as follows:

Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3 Inputs that are unobservable.

9

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
2. SIGNIFICANT ACCOUNTING POLICIES (continued)

2. ~~SIGNIFICANT ACCOUNTING POLICIES (continued)~~
Fair value measurement (cont’d)

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. For fixed maturity debt securities, inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, broker quotes for similar securities and other factors. The fair value of investments in stocks and exchange-traded funds is based on the last traded price. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company’s investment custodians and management. The investment custodians consider observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant markets.

Deferred policy acquisition costs (“DAC”): Policy acquisition costs consist of brokerage fees, federal excise taxes and other costs related directly to the successful acquisition of new or renewal insurance contracts and are deferred and amortized over the terms of the reinsurance agreements to which they relate. The Company evaluates the recoverability of DAC by determining if the sum of future earned premiums and anticipated investment income is greater than the expected future claims and expenses. If a loss is probable on the unexpired portion of policies in force, a premium deficiency loss is recognized. ~~At June 30, 2023, the DAC was considered fully recoverable, and no premium deficiency loss was recorded.~~

Offering ~~Expenses:~~Expenses: ~~At June~~During the three months ended September 30, 2023 ~~there were~~the Company recognized offering costs totaling $~~135,000~~133,000 ~~of offering expenses~~ on the consolidated ~~balance sheet as prepaid offering costs~~statements of operations which $~~135,000~~was ~~in relation~~related to an equity distribution agreement with Maxim Group LLC (“Maxim”) for the sale of the ordinary shares. During the three and ~~six-month~~nine-month period ended ~~June 3,~~September 30, 2023, the Company recognized in the consolidated statements of operations $~~225,000~~236,000 of offering expenses in relation to the offering of Delta Cat Re digital securities issuable by the Company’s new subsidiary, SurancePlus Inc. (See Note 6).

In accordance with the terms of the equity distribution agreement with Maxim, we intend to offer and sell ordinary shares having an aggregate offering price of up to $6.3 million from time to time, and in accordance with prospectus of SurancePlus Inc., the Company intends to offer and sell its Delta Cat Re digital securities having an aggregate price of up to $5 million. Reclassification of prepaid offering costs to additional paid-in capital will occur upon successful drawdown(s) under the respective offerings.

Reserves for losses and loss adjustment ~~expenses:~~expenses: The Company determines its reserves for losses and loss adjustment expenses, if any, on the basis of the claims reported by the Company’s ceding insurers and for losses incurred but not reported (“IBNR”), management uses the assistance of an independent actuary. The reserves for losses and loss adjustment expenses represent management’s best estimate of the ultimate settlement costs of all losses and loss adjustment expenses. Management believes that the amounts are adequate; however, the inherent impossibility of predicting future events with precision, results in uncertainty as to the amount which will ultimately be required for the settlement of losses and loss expenses, and the differences could be material. Adjustments are reflected in the consolidated statements of operations in the period in which they are determined.

Loss experience refund ~~payable:~~payable: Certain contracts may include retrospective provisions that adjust premiums or result in profit commissions in the event losses are minimal or zero. In accordance with GAAP, the Company will recognize a liability in the period in which the absence of loss experience obligates the Company to pay cash or other consideration under the contracts. On the contrary, the Company will derecognize such liability in the period in which a loss experience arises. Such adjustments to the liability, which accrue throughout the contract terms, will reduce the liability should a catastrophic loss event covered by the Company occur.

10

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023

2. ~~SIGNIFICANT ACCOUNTING POLICIES (continued)~~
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
Premiums ~~assumed:~~assumed: The Company records premiums assumed, net of loss experience refunds, as earned pro-rata over the terms of the reinsurance agreements, or period of risk, where applicable, and the unearned portion at the consolidated balance sheet date is recorded as unearned premiums reserve. A reserve is made for estimated premium deficiencies to the extent that estimated losses and loss adjustment expenses exceed related unearned premiums. Investment income is not considered in determining whether or not a deficiency exists.

Subsequent adjustments of premiums assumed, based on reports of actual premium by the ceding companies, or revisions in estimates of ultimate premium, are recorded in the period in which they are determined. Such adjustments are generally determined after the associated risk periods have expired; in which case the premium adjustments are fully earned when assumed.

Certain contracts allow for reinstatement premiums in the event of a full limit loss prior to the expiration of the contract. A reinstatement premium is not due until there is a full limit loss event and therefore, in accordance with GAAP, the Company records a reinstatement premium as written only in the event that the reinsured incurs a full limit loss on the contract and the contract allows for a reinstatement of coverage upon payment of an additional premium. For catastrophe contracts which contractually require the payment of a reinstatement premium equal to or greater than the original premium upon the occurrence of a full limit loss, the reinstatement premiums are earned over the original contract period. Reinstatement premiums that are contractually calculated on a pro-rata basis of the original premiums are earned over the remaining coverage period.

Unearned Premiums ~~Ceded:~~Ceded: The Company may reduce the risk of future losses on business assumed by reinsuring certain risks and exposures with other reinsurers (retrocessionaires). The Company remains liable to the extent that any retrocessionaire fails to meet its obligations and to the extent that the Company does not hold sufficient security for their unpaid obligations.

Ceded premiums are written during the period in which the risk incept and are expensed over the contract period in proportion to the period of protection. Unearned premiums ceded consist of the unexpired portion of the reinsurance obtained. There were no unearned premiums ceded at ~~June~~September 30, ~~2023.~~2023 or December 2022.

SurancePlus ~~Management~~ Fee ~~Income~~:Income: SurancePlus incentive, technology, origination and management (“ITOM”) fee income represents fee income related to the completion of the DeltaCat tokenized reinsurance securities as well as placement of the underlying insurance policies. The Company recognizes the associated revenue at the time of the placement of the underlying insurance policies as the performance obligation is satisfied at that time.

Uncertain Income Tax ~~Positions:~~Positions: The authoritative GAAP guidance on accounting for, and disclosure of, uncertainty in income tax positions requires the Company to determine whether an income tax position of the Company is more likely than not to be sustained upon examination by the relevant tax authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For income tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial statements, if any, is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. The application of this authoritative guidance has had no effect on the Company’s consolidated financial statements because the Company had no uncertain tax positions at ~~June~~September 30, 2023 or December 31, 2022.

11

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023

2. ~~SIGNIFICANT ACCOUNTING POLICIES (continued)~~
2. SIGNIFICANT ACCOUNTING POLICIES (continued)
~~(Loss) Earnings~~Loss Per ~~Share:~~Share: Basic ~~(loss) earnings~~loss per share has been computed on the basis of the weighted-average number of ordinary shares outstanding during the periods presented. Diluted ~~(loss) earnings~~loss per share is computed based on the weighted-average number of ordinary shares outstanding and reflects the assumed exercise or conversion of diluted securities, such as stock options and warrants, computed using the treasury stock method.

Stock-Based Compensation: The Company accounts for stock-based compensation under the fair value recognition provisions of GAAP which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors, including stock options and restricted stock issuances based on estimated fair values. The Company measures compensation for restricted stock based on the price of the Company’s ordinary shares at the grant date. Determining the fair value of stock options at the grant date requires significant estimation and judgment. The Company uses an option-pricing model (Black-Scholes option pricing model) to assist in the calculation of fair value for stock options. When estimating the expected volatility, the Company takes into consideration the historical volatility of entities similar to itself. The Company considers factors such as an entity’s industry, stage of life cycle, size and financial leverage when selecting similar entities. The Company may use a sample peer group of companies in the reinsurance industry and/or the Company’s own historical volatility in determining the expected volatility.

Additionally, the Company uses the guidance in the SEC’s Staff Accounting Bulletin No. 107 to determine the estimated life of options issued and has assumed no forfeitures during the life of the options.

The Company uses the straight-line attribution method for all grants that include only a service condition. Compensation expense related to all awards is included in general and administrative expenses.

Accounting ~~Updates:~~Updates:
~~Accounting Standards Update No. 2016-13.~~ ~~In June 2016,~~
From time to time, new accounting pronouncements are issued by the FASB ~~issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurements of Credit Losses on Financial Instruments” (“ASU 2016-13”). ASU 2016-13 amends~~or other standard-setting bodies that are adopted by the ~~guidance on reporting credits losses and affects loans, debt securities, trade receivables, reinsurance recoverable and other financial assets that have the contractual right to receive cash. The~~ Company ~~has evaluated the impact~~as of the ~~requirements~~specified effective date. Unless otherwise discussed, the Company believes that the effect of ~~ASU 2016-13~~recently issued standards that are not yet effective will not have a material effect on ~~the Company’s~~its consolidated financial ~~statements, and there was not a material impact.~~position or results of operations upon adoption.
Segment Information: Under GAAP, operating segments are based on the internal information that management uses for allocating resources and assessing performance as the source of the Company’s reportable segments. The Company manages its business on the basis of one operating segment, Property and Casualty Reinsurance, in accordance with the qualitative and quantitative criteria established under GAAP.
~~Reclassifications:~~ Reclassifications: Any reclassifications of prior period amounts have been made to conform to the current period presentation.

12

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
3.CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS
SUMMARY OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS
At June 30, At December 31,
2023 2022
(in thousands)

Cash on deposit $ 3,117 $ 1,207
Restricted cash held in trust 372 2,721
Total $ 3,489 $ 3,928
At At
September 30, 2023 December 31, 2022
(in thousands)

Cash on deposit $ 1,801 $ 1,207
Restricted cash held in trust 1,848 2,721
Total $ 3,649 $ 3,928
Cash and cash equivalents are held by large and reputable counterparties in the United States of America and in the Cayman Islands. Restricted cash held in trust is custodied with Truist Bank, and is held in accordance with the Company’s trust agreements with the ceding insurers and trustees, which require that the Company provide collateral having a market value greater than or equal to the limit of liability, less unpaid premium.

4.INVESTMENTS

The Company from time to time invests in fixed-maturity debt securities and equity securities, with its fixed-maturity debt securities classified as available-for-sale. At ~~June~~September 30, 2023 and December 31, 2022, the Company did not hold any available-for-sale securities.

Proceeds received, and the gross realized gains and losses from sale of equity securities, for the periods ended ~~June~~September 30, 2023 and 2022, are as follows:
SCHEDULE OF GROSS REALIZED GAINS AND LOSSES FROM SALE OF EQUITY SECURITIES

Gross Gross Gross Gross Gross Gross
proceeds Realized Realized proceeds Realized Realized
from sales Gains Losses from sales Gains Losses
($ in thousands) ($ in thousands)

Three Months Ended June 30, 2023
Three Months Ended September 30, 2023
Equity securities $ - $       - $     - $ - $          - $             -

Six Months Ended June 30, 2023
Nine Months Ended September 30, 2023
Equity securities $ - $ - $ - $ - $ - $ -

Three Months Ended June 30, 2022
Three Months Ended September 30, 2022
Equity securities $ 418 $ 19 $ - $ - $ - $ -

Six Months Ended June 30, 2022
Nine Months Ended September 30, 2022
Equity securities $ 626 $ 27 $ - $ 626 $ 27 $ -
Other Investments

In connection with Oxbridge Acquisition Corp. (“OXAC”) initial public offering (“IPO”) in August 2021, the Company’s affiliate OAC Sponsor Ltd. (“Sponsor”) purchased an aggregate 4,897,500 private placement warrants from OXAC (“Private Placement Warrants”) at a price of $1.00 per warrant. Each Private Placement Warrant iswas exercisable for one of OXAC’s Class A ordinary share at a price of $ 11.50 per share, and as such ~~meets~~met the definition of a derivative as outlined within ASC 815, Derivatives and Hedging. The Sponsor also purchased an aggregate of 2,875,000 of OXAC’s Class B ordinary shares (the “Class B shares”) par value $0.0001 per share for $25,000. The Class B shares and Private Placement Warrants were issued to and ~~are~~ held by Sponsor. The Class B shares of OXAC held by ~~the~~ Sponsor ~~will~~
13
~~OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (unaudited)~~
~~June 30, 2023~~
4. ~~INVESTMENTS (continued)~~
automatically convert into shares of OXAC’s Class A ordinary shares on a one-for- one basis at the time of OXAC’s initial business combination and ~~are~~were subject to certain transfer restrictions.
13
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
September 30, 2023
4. INVESTMENTS (continued)

On August 11, 2021, the Company acquired an aggregate of 1,500,000 ordinary shares and 3,094,999 preferred shares of Sponsor for an aggregate purchase price of $2,000,000. In connection with the organization of Sponsor, the Company placed approximately34.7% of the risk capital and owns approximately 49.6% and 63.1% of the ordinary shares and preferred shares, respectively, of the Sponsor (the “Sponsor Equity Interest”). The preferred shares of Sponsor are nonvoting shares and generally entitle the holders thereof to receive the net proceeds, if any, received by Sponsor from the sale, exchange, or disposition of the Private Placement Warrants or the shares issuable upon the exercise thereof, and the ordinary shares of Sponsor (which are voting shares in Sponsor) are equivalent to the value of the Class B Shares of OXAC held by Sponsor.

The registration statement for OXAC’s IPO was declared effective on August 11, 2021 and on August 16, 2021, OXAC consummated the IPO with the sale of 11,500,000 units (the “Units”) at $10.00per Unit, generating gross proceeds of $115,000,000. The Units trade on the NASDAQ Capital Market under the ticker symbol “OXACU”. After the securities comprising the units began separate trading on October 1, 2021, the Class A ordinary shares and public warrants were listed on NASDAQ under the symbols “OXAC” and “OXACW,” respectively.

On November 9, 2022, the OXAC held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, the OXAC’s shareholders were presented the proposals to extend the date by which OXAC must consummate a business combination from November 16, 2022 to August 16, 2023 (or such earlier date as determined by OXAC’s Board) by amending OXAC’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension Amendment Proposal to amend OXAC’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”) was approved.

In connection with the Extension Amendment Proposal, the Sponsor ~~has~~ agreed to contribute to OXAC a loan of $575,000 (the “Extension Loan” or “Promissory Note”), to be deposited into OXAC Trust Account to extend the Termination Date from November 16, 2022 to August 16, 2023. On November 14, 2022, the Company subscribed for additional ordinary shares in the Sponsor for an amount of $285,000, representing the Company’s pro-rata portion of the Extension Loan. As such, the Company’s Sponsor Equity Interest remained at approximately 49.6% and 63.1% of the ordinary shares and preferred shares, respectively, of the Sponsor.

The Company’s beneficial interests in OXAC’s Class B shares, the Private Placement Warrants and Extension Loan are recorded at fair value and are classified in “Other Investments” on the consolidated balance sheets. The fair value calculation of the Company’s beneficial interest in OXAC’s Class B shares and Private Placement Warrants is dependent on company-specific adjustments applied to the observable trading prices of OXAC Class A shares and public warrants. The fair value calculation of the Company’s beneficial interest in the Extension Loan is dependent on company-specific adjustments applied to the pro-rata original principal amount of the Extension Loan. The Company’s management estimates that a specific discount of 25.11% sufficiently captures the risk or profit that a market participant would require as compensation for i) the lack of marketability of the Company’s beneficial interests in the OXAC and ii) assuming the inherent risk of forfeiture and default if a business combination doesn’t occur within OXAC’s stipulated time frame. The Company has selected a discount of 25.11% based on fair value measurements by an independent valuation expert, and due to the unobservable nature of this company-specific adjustment~~, the Company classifies the Other Investment as~~
14
~~OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (unaudited)~~
~~June 30, 2023~~
4. ~~INVESTMENTS (~~~~continued)~~
~~Level 3 in the fair value hierarchy. Subsequent changes in fair value will be recorded in the consolidated statements of operations during the period of the change.~~
~~As a result of the re-measurement of our investment in OXAC, we recognized for the six months ended June 30, 2023, an unrealized gain on other investments of $505,000~~ ~~within our consolidated statement of operations.~~
~~Other investments as of June 30, 2023 consist of the following (in thousands):~~
~~SCHEDULE OF OTHER INVESTMENT~~

June 30,
2023

December 31,
2022

Oxbridge Acquisition Corp. Promissory Note $ 214 214
Oxbridge Acquisition Corp. Class B Ordinary Shares 11,714 11,209
Total $ 11,928 11,423

Six Months ended
June 30,
2023

Six Months ended
June 30,
2022

Beginning of period $ 11,423 11,173
Unrealized gain on investment in affiliate 505 341
End of period $ 11,928 11,514
If OXAC does not complete a business combination by August 16, 2023, the proceeds from the sale of the Private Placement Warrants (after OXAC IPO transaction costs) will be used to fund the redemption of the shares sold in the OXAC IPO (subject to the requirements of applicable law), and the Private Placement Warrants will expire without value. The Sponsor holds approximately 20~~% of the total ordinary shares (Class A and Class B) in OXAC along with the~~ ~~4,897,500~~ ~~Private Placement Warrants, and the Promissory Note of $575,000. OXAC is managed by the Company’s executive officers.~~
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.~~Inc (“Jet.AI”). 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.
The Company’s beneficial interests in Jet.AI’s ordinary shares, public warrants and extension loan are recorded at fair value and are classified in “Other Investments” on the consolidated balance sheets. The fair value calculation of the Company’s beneficial interest in JetAI’s ordinary shares and public warrants is dependent on the observable trading prices of JetAI’s Class A shares and public warrants. The fair value of of the Company’s beneficial interest in the Extension Loan is estimated to be the pro-rata original principal amount of the Extension Loan due to the short-term nature.
The Sponsor holds 2,875,000 ordinary shares, 575 Series A-1 preferred shares with par value of $1,000 each, along with the 4,897,500 warrants. One of the Company’s executive officers is an independent member of Jet.AI’s board.
14
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
September 30, 2023
4. INVESTMENTS (continued)
As a result of the re-measurement of our investment in Jet.AI we recognized for the three and nine months ended September 30, 2023, an unrealized loss on other investments of $6,889,000 and $6,384,000, respectively within our consolidated statements of operations.
Other investments as of September 30, 2023 consist of the following (in thousands):
SCHEDULE OF OTHER INVESTMENT

September 30, 2023

Jet.AI Series A-1 Preferred Shares $ 285
Jet.AI Common Stock & Public Warrants 4,754
Total $ 5,039
Nine Months ended September 30, 2023

Beginning of period $ 11,423
Unrealized loss on investment in affiliate (6,384 )
End of period $ 5,039
Assets Measured at Estimated Fair Value on a Recurring Basis

The following table presents information about the Company’s financial assets measured at estimated fair value on a recurring basis that is reflected in the consolidated balance sheets at carrying value. The table indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value as of ~~June~~September 30, 2023 and December 31, 2022:

15

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
4. ~~INVESTMENTS (~~~~continued)~~
4. INVESTMENTS (continued)
SCHEDULE OF FAIR VALUE OF ASSETS MEASURED ON RECURRING BASIS
(Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Total
Fair Value Measurements Using Fair Value Measurements Using
(Level 1) (Level 2) (Level 3) Total (Level 1) (Level 2) (Level 3) Total
As of June 30, 2023 ($ in thousands)
As of September 30, 2023 ($ in thousands)
Financial Assets:
Cash and cash equivalents $ 3,117 $   - $ - $ 3,117 $ 1,801 $       - $ - $ 1,801

Restricted cash and cash equivalents $ 372 $ - $ - $ 372 $ 1,848 $ - $ - $ 1,848

Other investments $ - $ - $ 11,928 $ 11,928 $ - $ - $ 5,039 $ 5,039

Equity securities $ 723 $ - $ - $ 723 $ 608 $ - $ - $ 608

Total $ 4,212 $ - $ 11,928 $ 16,140 $ 4,257 $ - $ 5,039 $ 9,296

(Level 1) (Level 2) (Level 3) Total
Fair Value Measurements Using
(Level 1) (Level 2) (Level 3) Total
As of December 31, 2022 ($ in thousands)
Financial Assets:
Cash and cash equivalents $ 1,207 $        - $ - $ 1,207

Restricted cash and cash equivalents $ 2,721 $ - $ - $ 2,721

Other investments $ - $ - $ 11,423 $ 11,423

Equity securities $ 642 $ - $ - $ 642

Total $ 4,570 $ - $ 11,423 $ 15,993

Assets Measured at Estimated Fair Value on a Recurring Basis (continued)

At December 31, 2022 the Company utilized the services of an independent valuation expert (“Valuation Expert”) to determine the fair value of the Company’s indirect investment in OXAC. The Valuation Expert observed that the Class A shares of OXAC trades in a relatively liquid market at the measurement date, and the Company’s share of OXAC’s Class B shares were convertible to OXAC’s Class A Shares on a ~~1 to 1 basis. The Valuation Expert applied this ratio to the value of OXAC’s Class A shares and then applied an additional~~ ~~25.11% discount to account for the lack of marketability and the inherent risk of forfeiture should a business combination not occur. At June 30, 2023, management determined the discount rate of~~ ~~25.11~~% was reasonable due to no significant variations of marketability of the securities at December 31, 2022 through to present. Additionally, management concludes that with respect to OXAC, there is reduced inherent risk of forfeiture and reduced default probability due to OXAC’s additional extension through to August 16, 2023 as well as the proposed business combination with Jet Token Inc, which closed on August 10, 2023.
~~Historically, we relied on the Black-Scholes option pricing model to determine the fair value of the Company’s beneficial interest in OXAC’s private placement warrants with a strike price of $11.50. At June 30, 2023 and December 31, 2022, the fair value of the Private Placement Warrants were determined to be $~~0.
~~Management has estimated the fair value of the Company’s beneficial interest in the Promissory Note to be equivalent to the discount rate of~~ ~~25.11%, as determined above, applied to the pro-rata original principal amount of the Promissory Note.~~
There were no transfers between Levels 1, 2 or 3 during the ~~three and six~~nine months ended ~~June~~September 30, 2023 and 2022.

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for the other investments classified as Level 3:
SCHEDULE OF RECONCILIATION OF CHANGES IN FAIR VALUE
Other
Investments
(in thousands)
Fair value of Level 3 other investment at January 1, 2023 $ 11,423
Change in valuation inputs or other assumptions (6,384 )
Fair value of Level 3 other investment at September 30, 2023 $     5,039
Other
Investments
(in thousands)
Fair value of Level 3 other investment at January 1, 2023 $ 11,423
Change in valuation inputs or other assumptions 505
Fair value of Level 3 other investment at June 30, 2023 $ 11,928

16

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
5.
5. TAXATION

Under current Cayman Islands law, no corporate entity, including the Company and the subsidiaries, is obligated to pay taxes in the Cayman Islands on either income or capital gains. The Company and Oxbridge Reinsurance Limited have an undertaking from the Governor-in-Cabinet of the Cayman Islands, pursuant to the provisions of the Tax Concessions Law, as amended, that, in the event that the Cayman Islands enacts any legislation that imposes tax on profits, income, gains or appreciations, or any tax in the nature of estate duty or inheritance tax, such tax will not be applicable to the Company and Oxbridge Reinsurance Limited or their operations, or to the ordinary shares or related obligations, until April 23, 2033 and May 17, 2033, respectively.

The Company and its subsidiaries intend to conduct substantially all of their operations in the Cayman Islands in a manner such that they will not be engaged in a trade or business in the U.S. However, because there is no definitive authority regarding activities that constitute being engaged in a trade or business in the U.S. for federal income tax purposes, the Company cannot assure that the U.S. Internal Revenue Service will not contend, perhaps successfully, that the Company or its subsidiary is engaged in a trade or business in the U.S. A foreign corporation deemed to be so engaged would be subject to U.S. federal income tax, as well as branch profits tax, on its income that is treated as effectively connected with the conduct of that trade or business unless the corporation is entitled to relief under an applicable tax treaty.

6.VARIABLE INTEREST ENTITIES

Oxbridge Re NS. On December 22, 2017, the Company established Oxbridge Re NS, a Cayman domiciled and licensed special purpose insurer, formed to provide additional collateralized capacity to support Oxbridge Reinsurance Limited’s reinsurance business. In respect of the debt issued by Oxbridge Re NS to investors, Oxbridge Re NS has entered into a retrocession agreement with Oxbridge Reinsurance Limited effective ~~June~~September 1, 2020. Under this agreement, Oxbridge Re NS receives a quota share of Oxbridge Reinsurance Limited’s catastrophe business. Oxbridge Re NS is a non-rated insurer and the risks have been fully collateralized by way of funds held in trust for the benefit of Oxbridge Reinsurance Limited. Oxbridge Re NS is able to provide investors with access to natural catastrophe risk backed by the distribution, underwriting, analysis and research expertise of Oxbridge Re.

The Company has determined that Oxbridge Re NS meets the definition of a VIE as it does not have sufficient equity capital to finance its activities. The Company concluded that it is the primary beneficiary and has consolidated the subsidiary upon its formation, as it owns 100% of the voting shares, 100% of the issued share capital and has a significant financial interest and the power to control the activities of Oxbridge Re NS that most significantly impacts its economic performance. The Company has no other obligation to provide financial support to Oxbridge Re NS. Neither the creditors nor beneficial interest holders of Oxbridge Re NS have recourse to the Company’s general credit.

Upon issuance of a series of participating notes by Oxbridge Re NS, all of the proceeds from the issuance are deposited into collateral accounts, to fund any potential obligation under the reinsurance agreements entered into with Oxbridge Reinsurance Limited underlying such series of notes. The outstanding principal amount of each series of notes generally is expected to be returned to holders of such notes upon the expiration of the risk period underlying such notes, unless an event occurs which causes a loss under the applicable series of notes, in which case the amount returned is expected to be reduced by such noteholder’s pro rata share of such loss, as specified in the applicable governing documents of such notes. In addition, holders of such notes are generally entitled to interest payments, payable annually, as determined by the applicable governing documents of each series of notes.

17

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023

6. ~~VARIABLE INTEREST ENTITIES (continued)~~
6. VARIABLE INTEREST ENTITIES (continued)

In addition, holders of such notes are generally entitled to interest payments, payable annually, as determined by the applicable governing documents of each series of notes.

The Company receives an origination and structuring fee in connection with the formation, operation and management of Oxbridge Re NS.

Notes Payable to Series 2020-1 noteholders

Oxbridge Re NS entered into a retrocession agreement with Oxbridge Reinsurance Ltd on June 1, 2020 and issued $216,000 of participating notes which provides quota share support for Oxbridge Re’s global property catastrophe excess of loss reinsurance business. The participating notes have been assigned Series 2020-1 and ~~are due to mature~~matured on June 1, 2023. Participating notes totaling $98,000 were redeemed during the ~~six-month~~nine-month period ended ~~June~~September 30, 2023 resulting in a balance due of $118,000 at ~~June~~September 30, ~~2023~~2023. None of the participating notes were redeemed during the ~~six-month~~nine-month period ending ~~June~~September 30, 2022.

The income from Oxbridge Re NS operations that are attributable to the participating notes noteholders for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022 was $0 and $43,000, respectively, and are included within accounts payable and other liabilities as at ~~June~~September 30, 2023 and 2022, respectively.

SurancePlus Inc.
SurancePlus Inc., a wholly-owned subsidiary of Oxbridge Re Holdings Limited, was incorporated as a British Virgin Islands Business Company on December 19, 2022 for the purposes of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.

On March 27, 2023, the Company and SurancePlus Inc. (“SurancePlus”), issued a press release announcing the commencement of an offering by SurancePlus of DeltaCat tokenized reinsurance securities (the “Tokens”), which represent Series DeltaCat Preferred Shares of SurancePlus (“Preferred Shares”), and together with the Tokens, the “Securities”). Each digital security or 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, 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 digital Securities will generally be entitled to proceeds from the payment of participating notes in the amount of a preferred return of 20% plus an additional 80% of any proceeds in excess of the amount necessary to pay the preferred return. Assuming no casualty losses to properties reinsured by Oxbridge Re’s reinsurance subsidiaries, DeltaCat Re token investors are expected to receive an annual return on the original purchase price of ~~the digital securities of~~ 42%.

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~~Juner 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 $300,000and $273,000 of ~~management~~ITOM 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.

18

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
6. VARIABLE INTEREST ENTITIES (continued)
SurancePlus Inc. (cont’d)

On June 28, 2023, Oxbridge issued a press release announcing the completion of the Private ~~Placement.~~Placement

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 were sold in a transaction exempt from registration under the Securities Act and were 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.

The selected unconsolidated historical financial information and other data presented below is derived from SurancePlus’ standalone unaudited financial statements for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and the balance sheet data as of ~~June~~September 30, 2023.
SCHEDULE OF FINANCIAL STATEMENTS
For Three Months Ended For Six Months Ended For Three Months Ended For Nine Months Ended
Statement of Operations Data: June 30, 2023 June 30, 2023 September 30, 2023 September 30, 2023
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(in thousands)

SurancePlus management fee income $ 574 $ 574
Underwriting-related income 163 163
Surance Plus fee income - 574
Underwriting related income 489 651
Total revenue $ 737 $ 737 489 1,225

Expenses $ (225 ) $ (225 ) (10 ) (236 )
Income attributable to tokenholders (149 ) (149 ) (443 ) (592 )
Net income 363 363 36 397

Balance Sheet Data: At June 30, 2023
(Unaudited)
(in thousands)
Total assets $ 2,611
Amounts due to Delta Cat Re Tokenholders 1,129
Total shareholder’s equity 1,482
Balance Sheet Data: At September 30, 2023
(Unaudited)
(In thousands)
Total assets 3,099
Amounts due to Delta Cat Re Tokenholders* 1,573
Due to Parent 10
Total shareholder’s equity 1,516
* includes underwriting profit of $282,000 due to Parent.
19

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
7.RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES

The following table summarizes the Company’s loss and loss adjustment expenses (“LAE”) and the reserve for loss and LAE reserve movements for the ~~six-month~~nine-month periods ending ~~June~~September 30, 2023 and 2022:
SCHEDULE OF LOSS ADJUSTMENT EXPENSE
At June 30, At June 30, At At
2023 2022 September 30, 2023 September 30, 2022
(in thousands) (in thousands)

Balance, beginning of period $ 1,073 $   - $ 1,073 $ -
Incurred related to:
Current period - - - 1,073
Prior period - - - -
Total incurred - - - 1,073
Paid related to:
Current period (1,073 ) -
-
-
Prior period - - (1,073 ) -
Total paid (1,073 ) - (1,073 ) -
Balance, end of period $ - $ - $ - $ 1,073

When losses occur, the reserves for losses and LAE are typically comprised of case reserves (which are based on claims that have been reported) and IBNR reserves (which are based on losses that are believed to have occurred but for which claims have not yet been reported and include a provision for expected future development on existing case reserves). The Company typically suffers limit losses in the event of a Category 3 or above hurricane making landfall in a populated area where the Company has catastrophe risk exposure. For the ~~period~~nine-month periods ended ~~June~~September 30, 2023 and 2023, the Company has recorded its reserves for losses and LAE based on the contractual maximum loss the Company can suffer under the affected contracts.

The uncertainties inherent in the reserving process and potential delays by cedants and brokers in the reporting of loss information, together with the potential for unforeseen adverse developments, may result in the reserve for losses and LAE ultimately being significantly greater or less than the reserve provided at the end of any given reporting period. The degree of uncertainty is further increased when a significant loss event takes place near the end of a reporting period. Reserve for losses and LAE estimates are reviewed periodically on a contract-by-contract basis and updated as new information becomes known. Any resulting adjustments are reflected in operations in the period in which they become known.

The Company’s reserving process is highly dependent on the timing of loss information received from its cedants and related brokers.

There were no losses incurred during the three and ~~six-month~~nine-month period ended ~~June~~September 30, ~~2023.~~2023
20

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
8. ~~(LOSS) EARNINGS~~LOSS PER SHARE

A summary of the numerator and denominator of the basic and diluted ~~(loss) earnings~~loss per share is presented below (dollars in thousands except per share amounts):
SCHEDULE OF COMPUTATION OF BASIC AND DILUTED ~~(LOSS)~~LOSS EARNING PER SHARE
2023 2022 2023 2022
Three Months Ended Six Months Ended Three Months Ended Nine Months Ended
June 30, June 30, September 30, September 30,
2023 2022 2023 2022 2023 2022 2023 2022

Numerator:
Net (loss) income $ (85 ) 77 $ 57 (310 )
Net loss $ (7,300 ) (2,157 ) $ (7,243 ) (2,467 )

Denominator:
Weighted average shares - basic 5,870,234 5,781,586 5,863,973 5,766,382 5,870,234 5,781,587 5,866,083 5,771,506
Effect of dilutive securities - Stock options - - - - - - - -
Shares issuable upon conversion of warrants - - - - - - - -
Weighted average shares - diluted 5,870,234 5,781,586 5,863,973 5,766,382 5,870,234 5,781,587 5,866,083 5,771,506
(Loss) earnings per share - basic $ (0.01 ) 0.01 $ 0.01 (0.05 )
(Loss) earnings per share - diluted $ (0.01 ) 0.01 $ 0.01 (0.05 )
Loss per share - basic $ (1.24 ) (0.37 ) $ (1.23 ) (0.43 )
Loss per share - diluted $ (1.24 ) (0.37 ) $ (1.23 ) (0.43 )

For the three-month period ended ~~June~~September 30, 2023 and the ~~six-month~~nine-month period ended ~~June~~September 30, 2022, options to purchase 846,250ordinary shares and 8,230,700warrants to purchase an aggregate of 8,230,700ordinary shares were anti-dilutive due to the net loss during these periods.

For the ~~six-month~~nine -month period ended ~~June~~September 30, 2023 and the three-month period ended ~~June~~September 30, 2022, options to purchase 896,250ordinary shares and 8,230,700warrants to purchase an aggregate of 8,230,700ordinary shares were anti-dilutive due to the ~~exercise price of these securities, including unrecognized compensation expense, exceeded the average market price of the Company’s ordinary shares~~net loss during these periods.

GAAP requires the Company to use the two-class method in computing basic ~~(loss) earnings~~loss per share since holders of the Company’s restricted stock have the right to share in dividends, if declared, equally with common shareholders. These participating securities effect the computation of both basic and diluted ~~(loss) earnings~~loss per share during periods of net ~~(loss) income.~~loss.

9.WARRANTS

There were 8,230,700 warrants outstanding at ~~June~~September 30, 2023 and December 31, 2022. One warrant may be exercised to acquire one ordinary share at an exercise price equal to $7.50 per share on or before March 26, 2024. The Company at its option may cancel the warrants in whole or in part, provided that the closing price per ordinary share has exceeded $9.38 for at least ten trading days within any period of twenty consecutive trading days, including the last trading day of the period. No warrants were exercised during the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022.
10.DIVIDENDS

As of ~~June~~September 30, 2023, none of the Company’s retained earnings were restricted from payment of dividends to the company’s shareholders. However, since most of the Company’s capital and retained earnings may be invested in its subsidiaries, a dividend from the subsidiaries would likely be required in order to fund a dividend to the Company’s shareholders and would require notification to the Cayman Islands Monetary Authority (“CIMA”).

Under Cayman Islands law, the use of additional paid-in capital is restricted, and the Company will not be allowed to pay dividends out of additional paid-in capital if such payments result in breaches of the prescribed and minimum capital requirement.
21

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
11.SHARE-BASED COMPENSATION

The Company currently has outstanding stock-based awards granted under the 2014 Omnibus Incentive Plan (the “2014 Plan”) and the 2021 Omnibus Incentive Plan (the “2021 Plan”) (hereinafter collectively referred to as “the Plans”). Under each of the Plans, the Company has discretion to grant equity and cash incentive awards to eligible individuals, including the issuance of up to 1,000,000 of the Company’s ordinary shares. During the nine-month period ended ~~June~~September 30, 2023, the Company granted 100,647 restricted stock to directors ~~officers~~,officers and employees under the 2021 Plan. At ~~June~~September 30, 2023, there were 895,353 shares and 11,750 shares available for grant under the 2021 Plan and the 2014 Plan, respectively.

Stock options

Stock options granted and outstanding under the Plan vests quarterly over four years and are exercisable over the contractual term of ten years.

A summary of the stock option activity for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022 is as follows:
SCHEDULE OF STOCK OPTION ACTIVITY
Weighted-
Weighted- Average
Number Average Remaining Aggregate
of Exercise Contractual Intrinsic
Options Price Term Value

Outstanding at January 1, 2023 871,250 $ 4.67 5.6 years $ -
Forfeited (25,000 ) $ 6.00
Outstanding at March 31, 2023 846,250 $ 4.63 5.5 years $ -
Exercisable at March 31, 2023 736,875 $ 4.43 5.2 years $            -
Outstanding at June 30, 2023 846,250 $ 4.63 5.3 years $ -
Exercisable at June 30, 2023 752,500 $ 4.46 5.0 years $ -
Outstanding at September 30, 2023 846,250 $ 4.63 5.0 years $ -
Exercisable at September 30, 2023 768,125 $ 4.49 4.76 years $ -
Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value
Outstanding at January 1, 2022 896,250 4.71 6.9 years 896,250 $ 4.71 6.9 years $ -
Outstanding at March 31, 2022 896,250 4.71 6.6 years 896,250 $ 4.71 6.6 years
Exercisable at March 31, 2022 601,250 4.44 5.7 years 601,250 $ 4.44 5.7 years $ -
Outstanding at June 30, 2022 896,250 $ 4.71 6.4 years $       - 896,250 $ 4.71 6.4 years $ -
Exercisable at June 30, 2022 641,250 $ 4.42 5.6 years $ - 641,250 $ 4.42 5.6 years $ -
Outstanding at January 1, 2023 871,250 $ 4.67 5.6 years $ -
Forfeited (25,000 ) $ 6.00
Outstanding at March 31, 2023 846,250 $ 4.63 5.5 years $ -
Exercisable at March 31, 2023 736,875 $ 4.43 5.2 years $ -
Outstanding at June 30, 2023 846,250 $ 4.63 5.3 years $ -
Exercisable at June 30, 2023 752,500 $ 4.46 5.0 years $ -
Outstanding at September 30, 2022 896,250 $ 4.71 6.14 years $ -
Exercisable at September 30, 2022 681,250 $ 4.41 5.5 years $ -

Compensation expense recognized for the three-month periods ended ~~June~~September 30, 2023 and 2022 totaled $5,000 and $15,000 and for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022 totaled $~~10,000~~15,000 and $~~30,000~~44,000, respectively. Compensation expense is included in general and administrative expenses. At ~~June~~September 30, 2023 and 2022, there was approximately $~~30,000~~25,000 and $~~84,000~~71,000, respectively, of total unrecognized compensation expense related to non-vested stock options granted under the Plans. ~~The~~The Company expects to recognize the remaining compensation expense over a weighted-average period of ~~eighteen (18)~~fifteen (15) months.
22

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
~~11.~~ ~~SHARE-BASED COMPENSATION (cont’d)~~

11. SHARE-BASED COMPENSATION (cont’d)
Restricted Stock Awards

The Company may grant restricted stock awards to eligible individuals in connection with their service to the Company. The terms of the Company’s outstanding restricted stock grants may include service, performance and market-based conditions. The fair value of the awards with market-based conditions is determined using a Monte Carlo simulation method, which calculates many potential outcomes for an award and then establishes fair value based on the most likely outcome. The determination of fair value with respect to the awards with only performance or service-based conditions is based on the value of the Company’s stock on the grant date.

During the ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022, the Company granted 100,647 and 32,000 shares of restricted stock, respectfully to directors and employees under the 2021 Plan. Information with respect to the activity of unvested restricted stock awards during the period ended ~~June~~September 30, 2023 is as follows (share amounts not in thousands):

SCHEDULE OF ACTIVITY OF UNVESTED RESTRICTED STOCK AWARDS
Weighted- Weighted-
Number of Restricted
Average
Grant Date

Stock Awards Fair Value

Nonvested at January 1, 2023 23,000 $ 2.37
Granted 100,647 $ 2.37
Vested (32,750 ) $ 2.37
Nonvested at June 30, 2023 90,897 $
~~Restricted stock awards (continued)~~
Weighted-
Number of Weighted-
Restricted Average
Stock Grant Date
Awards Fair Value

Nonvested at January 1, 2023 23,000 $ 2.37
Granted 100,647 $ 2.37
Vested (32,750 ) $ 2.37
Nonvested at June 30, 2023 90,897 $ 2.37
Vested (32,324 ) $ 2.37
Nonvested at September 30, 2023 58,573 $ 2.37

Compensation expense recognized for the three and ~~six-months~~nine-months ended ~~June~~September 30, 2023 totaled $~~50,000~~88,000 and $~~99,000~~187,000, respectively and is included in general and administrative expenses. Compensation expense for the ~~three-~~three and ~~six-month~~nine- month periods ended ~~June~~September 30, 2022 totaled $17,000 and $~~34,000~~52,000, respectively. At ~~June~~September 30, 2023, there was approximately $~~244,000~~181,000 unrecognized compensation expense related to non-vested restricted stock granted under the Plan, which the Company expects to recognize over a weighted-average period of ~~thirteen~~ten (1310) months.

12.NET WORTH FOR REGULATORY PURPOSES

The Company's reinsurance subsidiaries are subject to a minimum and prescribed capital requirement as established by CIMA. Under the terms of their respective licenses, Oxbridge Reinsurance Limited and Oxbridge Re NS are required to maintain a minimum and prescribed capital requirement of $500 in accordance with the relevant subsidiary’s approved business plan filed with ~~CIMA.~~CIMA.

At ~~June~~September 30, 2023, ~~the~~ Oxbridge Reinsurance Limited’s net worth of $~~8.71~~1.06 million exceeded the minimum and prescribed capital requirement. For the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023, ~~and 2022,~~ the Subsidiary’s net loss was approximately $~~420,000~~7.65 million and $~~509,000~~8.16, million, respectively.

At ~~June30,~~September 30, 2023, ~~the~~ Oxbridge Re NS’ net worth of $~~156,000~~186,000 exceeded the minimum and prescribed capital requirement. For the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023, ~~and 2022,~~ the Subsidiary’s net income was approximately $030,000 and $~~1,000~~31,000, respectively.

23
~~OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (unaudited)~~
~~June 30, 2023~~
The ~~Subsidiaries~~Company’s reinsurance subsidiaries are not required to prepare separate statutory financial statements for filing with CIMA, and there were no material differences between the ~~Subsidiaries’~~reinsurance subsidiaries’ GAAP capital, surplus and net ~~(loss) income,~~loss , and its statutory capital, surplus and net ~~(loss) income~~loss as of ~~June~~September 30, 2023 or for the ~~periods~~period then ended.

23
OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
September 30, 2023
13.FAIR VALUE AND CERTAIN RISKS AND UNCERTAINTIES)

Fair values

With the exception of balances in respect of insurance contracts (which are specifically excluded from fair value disclosures under GAAP) and investment securities as disclosed in Note 4 of these consolidated financial statements, the carrying amounts of all other financial instruments, which consist of cash and cash equivalents, restricted cash and cash equivalents, accrued interest and dividends receivable, premiums receivable and other assets, notes payable and accounts payable and other liabilities, approximate their fair values due to their short-term nature.

Concentration of underwriting risk

A substantial portion of the Company’s current reinsurance business ultimately relates to the risks of a limited number of entities; accordingly, the Company’s underwriting risks are not significantly diversified.

Concentrations of Credit and Counterparty Risk

The Company markets retrocessional and reinsurance policies worldwide through its brokers. Credit risk exists to the extent that any of these brokers may be unable to fulfill their contractual obligations to the Company. For example, the Company is required to pay amounts owed on claims under policies to brokers, and these brokers, in the Company. In some jurisdictions, if a broker fails to make such a payment, the Company might remain liable to the ceding company for the deficiency. In addition, in certain jurisdictions, when the ceding company pays premiums for these policies to brokers, these premiums are considered to have been paid and the ceding insurer is no longer liable to the Company for those amounts, whether or not the premiums have actually been received.

The Company remains liable for losses it incurs to the extent that any third-party reinsurer is unable or unwilling to make timely payments under reinsurance agreements. The Company would also be liable in the event that its ceding companies were unable to collect amounts due from underlying third-party reinsurers.

The Company mitigates its concentrations of credit and counterparty risk by using reputable and several counterparties which decreases the likelihood of any significant concentration of credit risk with any one counterparty.

Market risk

Market risk exists to the extent that the values of the Company’s monetary assets fluctuate as a result of changes in market prices. Changes in market prices can arise from factors specific to individual securities or their respective issuers, or factors affecting all securities traded in a particular market. Relevant factors for the Company are both volatility and liquidity of specific securities and markets in which the Company holds investments. The Company has established investment guidelines that seek to mitigate significant exposure to market risk.
24

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
~~June~~September 30, 2023
14.LEASES

Operating lease right-of-use assets and operating lease liabilities are disclosed as line in the consolidated balance sheet. We determine if a contract contains a lease at inception and recognize operating lease right-of-use assets and operating lease liabilities based on the present value of the future minimum lease payments at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Lease agreements that have lease and non-lease components, are accounted for as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

The Company has two operating lease obligations namely for the Company’s office facilities located at Suite 201, 42 Edward Street Grand Cayman, Cayman Islands and residential space at Turnberry Villas in Grand Cayman, Cayman Islands. The office lease has a remaining lease term of approximately ~~eight (8)~~five (5) months and includes an option to extend the lease. Under the terms of the lease, the Company also has the right to terminate the lease after thirty-six (36) months upon giving appropriate notice in writing to the Lessor. The residential lease has a remaining lease term of approximately ~~six (6)~~three (3) months.

The components of lease expense and other lease information as of and during the ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022 are as follows:
SCHEDULE OF OPERATING LEASE COST
For the Nine-Month
Period Ended For the Nine-Month
Period Ended
(in thousands) September 30, 2023 September 30, 2022
Operating Lease Cost ⁽¹⁾ $     76 $     72

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 76 $ 72
For the Six-Month Period For the Six-Month Period
(in thousands) Ended June 30, 2023 Ended June 30, 2022
Operating Lease Cost ⁽¹⁾ $   50 $   48

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 50 $ 48

(1) Includes short-term leases
(1) Includes short-term leases
SCHEDULE OF OPERATING LEASE OBLIGATIONS
(in thousands) At June 30, 2023 At December 31, 2022
Operating lease right-of-use assets $ 60 $ 44

Operating lease liabilities $ 60 $ 44

Weighted-average remaining lease term - operating leases 0.57 years 1.17 years

Weighted-average discount rate - operating leases 7.70 % 6.50 %
25
~~OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES~~
~~Notes to Consolidated Financial Statements (unaudited)~~
~~June 30, 2023~~
~~14.~~ ~~leases (~~~~continued)~~
(in thousands) At
September 30, 2023 At
December 31, 2022
Operating lease right-of-use assets $ 35 $ 44

Operating lease liabilities $ 35 $ 44

Weighted-average remaining lease term - operating leases 0.37 years 1.17 years

Weighted-average discount rate - operating leases 7.62 % 6.50 %

Future minimum lease payments under non-cancellable leases as of ~~June~~September 30, 2023 and December 31, 2022, reconciled to our discounted operating lease liability presented on the consolidated balance sheet are as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
(in thousands) At
September 30, 2023 At
December 31, 2022
Remainder of 2023 26 40
2024 9 6
Thereafter - -
Total future minimum lease payments $ 35 $ 46

Less imputed interest - (2 )
Total operating lease liability $ 35 44

(in thousands) At June 30, 2023 At December 31, 2022
Remainder of 2023 53     -
2024 9 40
Thereafter - 6
Total future minimum lease payments $ 62 $ 46

Less imputed interest (2 ) (2 )
Total operating lease liability $ 60 44
25

OXBRIDGE RE HOLDINGS LIMITED AND SUBSIDIARIES
Notes to Consolidated Financial Statements (unaudited)
September 30, 2023
15.RELATED PARTY TRANSACTIONS

Administrative Services Agreement

Commencing on the effective date of the SPAC’s IPO, the Sponsor agreed to pay the Company a total of up to $10,000 per month, for office space, utilities, secretarial and administrative support to the Sponsor and the ~~SPAC.~~SPAC. Upon completion of the SPAC’s initial Business Combination ~~or the SPAC’s liquidation,~~on August 10^th, the Sponsor ~~will cease~~ceased paying these monthly fees. For the nine-month period ended ~~June~~September 30, 2023, the Company recorded $~~60,000~~80,000 income from the Sponsor under the Administrative Services Agreement, which is included in “net investment and other income” in the consolidated statements of operations.

~~Included within “due from related party” on the consolidated balance sheets is a balance of $~~8 ~~thousand representing reimbursable expenses relating to government fees and professional fees that the Company paid on behalf of the SPAC and the Sponsor, as well as $90,000~~ ~~administrative fees from the Sponsor.~~
Participating Notes

During the year ending December 31, 2021, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, invested a principal amount of $68,000 in Series 2020-1 participating notes. During the ~~six-month~~nine-month period ended ~~June~~September 30, 2023, Mr. Madhu received a payment of $76,000 representing partial redemption of principal and return on investment.

DeltaCat Re Tokens

During the ~~six-month~~nine-month period ended ~~June~~September 30, 2023, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, entered into subscription agreement to purchase a total of 6,200 Series DeltaCat Re tokens at a purchase price of $10.00 per token for aggregate gross proceeds of $62,000. Ownership of DeltaCat Re tokenized reinsurance securities indirectly confers fractionalized interests in reinsurance contracts underwritten by Oxbridge Re NS for the 2023-2024 treaty year.
TypTap Insurance Company (“TypTap”) Contract
During the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 the Company entered into a reinsurance agreement with TypTap, an insurance subsidiary of HCI Group, Inc., which is a related entity through common directorship. At ~~June~~September 30, 2023, included within premium receivable, deferred acquisition costs and unearned premiums on the ~~condensed~~ consolidated balance sheets are amounts equal to $~~977,000~~733,000, $~~110,000~~80,000 and $~~1,007,000~~732,000 respectively, relating to the reinsurance agreement with TypTap. During the three-month and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023, included within assumed premiums, change in unearned premium reserve and policy acquisition costs and underwriting expenses on the ~~condensed~~ consolidated statements of income are amounts equal to $~~1,099,000~~NIL, ($~~92,000~~274,000) and $~~10,000~~30,000 for the three- month period and $1,099,000, ($366,000) and $40,000, for the nine- month period, respectively.
Bridge Loan with Affiliate
On September 11, 2023, the Company, along with seven (7) other investors, entered into a binding term sheet (“Bridge Agreement”) with Jet.AI to provide Jet.AI with an aggregate sum of $500,000 of short-term bridge financing pending its receipt of funds from its other existing financing arrangements. During the month of September 2023, and prior to the Bridge Agreement, Jet.AI had engaged in discussions with numerous third parties to secure short-term bridge funding but was not offered terms it found acceptable.
The Bridge Agreement provides for the issuance of Notes in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The Notes bear interest at 5% per annum and mature on March 11, 2024. Jet.AI is required to redeem the Notes with 100% of the proceeds of any equity or debt financing at a redemption premium of 110% of the principal amount of the Notes. Jet.AI anticipates redeeming the Notes in full with proceeds expected to be received over the next several months from existing financing arrangements.
An event of default under the Notes includes failing to redeem the Notes as provided above and other typical bankruptcy events of Jet.AI. In an event of default, the outstanding principal amount of the Notes will increase by 120%, and the company may convert its Note into shares of common stock of Jet.AI at the conversion price set forth in the Bridge Agreement with registration rights associated with those shares.
The Company invested the sum of $100,000 in the Notes and is recorded as “Loan Receivable” on the consolidated balance sheet.

16.SUBSEQUENT EVENTS

We evaluate all subsequent events and transactions for potential recognition or disclosure in our consolidated financial statements.

There were no other events subsequent to ~~June~~September 30, 2023, ~~other than disclosed in Note 4,~~ for which disclosure was required.

26

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this Quarterly Report on Form 10-Q, including in this Management’s Discussion and Analysis, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements generally are identified by the words “believe,” “project,” “predict,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. 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 March 30, 2023. We undertake no obligation to publicly update or revise any forward -looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward -looking statements which speak only to the dates on which they were made.

GENERAL

The following is a discussion and analysis of our results of operations for the three and ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022 and our financial condition as of ~~June~~September 30, 2023 and December 31, 2022. The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and in our Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 30, 2023. References to “we,” “us,” “our,” “our company,” or “the Company” refer to Oxbridge Re Holdings Limited and its wholly-owned subsidiaries, Oxbridge Reinsurance Limited and Oxbridge Re NS, unless the context dictates otherwise.
Overview and Trends

We are primarily a Cayman Islands ~~specialty~~provider of tokenized Real World Assets (“RWA”) as Tokenized Reinsurance Securities and reinsurance business solutions to property and casualty ~~reinsurer that provides~~insurers in the Gulf Coast region. Our Tokenized Reinsurance Securities are provided through our RWA Web3 focused subsidiary, SurancePlus Inc., and our reinsurance business solutions are provided through our reinsurance subsidiaries, Oxbridge Reinsurance Limited and Oxbridge Re NS. Oxbridge Re NS functions as a reinsurance sidecar which increases the underwriting capacity of Oxbridge Reinsurance Limited. Oxbridge Re NS issues participating notes to third party investors, the proceeds of which are utilized to collateralize Oxbridge Reinsurance Limited’s reinsurance obligations. We focus on underwriting fully collateralized reinsurance contracts primarily for property and casualty insurance companies in the Gulf Coast region of the United States, with an emphasis on Florida. We specialize in underwriting medium frequency, high severity risks, where we believe sufficient data exists to analyze effectively the risk/return profile of reinsurance contracts.

We underwrite reinsurance contracts on a selective and opportunistic basis as opportunities arise based on our goal of achieving favorable long-term returns on equity for our shareholders. Our goal is to achieve long-term growth in book value per share by writing business that generates attractive underwriting profits relative to the risk we bear. Additionally, we intend to complement our underwriting profits with investment profits on an opportunistic basis. Our underwriting business focus is on fully collateralized reinsurance contracts for property catastrophes, primarily in the Gulf Coast region of the United States. Within that market and risk category, we attempt to select the most economically attractive opportunities across a variety of property and casualty insurers. As we attempt to grow our capital base, we expect that we will consider further growth opportunities in other geographic areas and risk categories.

27

Our level of profitability is primarily determined by how adequately our premiums assumed and investment income cover our costs and expenses, which consist primarily of acquisition costs and other underwriting expenses, claim payments and general and administrative expenses. One factor leading to variation in our operational results is the timing and magnitude of any follow-on offerings we undertake (if any), as we are able to deploy new capital to collateralize new reinsurance treaties and consequently, earn additional premium revenue. In addition, our results of operations may be seasonal in that hurricanes and other tropical storms typically occur during the period from ~~June~~September 1 through November 30. Further, our results of operations may be subject to significant variations due to factors affecting the property and casualty insurance industry in general, which include competition, legislation, regulation, general economic conditions, judicial trends, and fluctuations in interest rates and other changes in the investment environment.

Because we employ an opportunistic underwriting and investment philosophy, period-to-period comparisons of our underwriting results may not be meaningful. In addition, our historical investment results may not necessarily be indicative of future performance. Due to the nature of our reinsurance and investment strategies, our operating results will likely fluctuate from period to period.

Compared to most of our competitors, we are small and have low overhead expenses. We believe that our expense efficiency, agility and existing relationships support our competitive position and allows us to profitably participate in lines of business that fit within our strategy. Over time we expect our expense advantage to erode as the industry acts to reduce frictional costs.

Recent Developments

Oxbridge Acquisition Corp.

On August 16, 2021, Oxbridge Acquisition Corp. (“Oxbridge Acquisition” or “the SPAC”), a Cayman Islands special purpose acquisition company in which the Company has an indirect investment through its wholly-owned licensed reinsurance subsidiary Oxbridge Reinsurance Limited (“OXRE”), announced the closing of an initial public offering of units (“Units”). In the initial public offering, Oxbridge Acquisition sold an aggregate of 11,500,000 Units at a price of $10.00 per unit, resulting in total gross proceeds of $115,000,000. Each Unit consisted of one Class A ordinary share and one redeemable warrant, with each warrant entitling the holder thereof to purchase one Class A ordinary share of Oxbridge Acquisition at a price of $11.50 per share.

The initial public offering of Oxbridge Acquisition was sponsored by OAC Sponsor Ltd. (“Sponsor”). In connection with Oxbridge Acquisition’s initial public offering, Sponsor purchased from Oxbridge Acquisition, simultaneous with the closing of the initial public offering, an aggregate of 4,897,500 warrants at a price of $1.00 per warrant ($4,897,500 in the aggregate) in a private placement (the “Private Placement Warrants”). Each Private Placement Warrant iswas exercisable to purchase one Class A ordinary share of Oxbridge Acquisition at $11.50 per share. In addition, Sponsor ~~holds~~held 2,875,000 shares of the Class B ordinary shares of Oxbridge Acquisition, representing 20% of the outstanding shares of Oxbridge Acquisition (the “Class B Shares”).

In connection with the organization of Sponsor, OXRE placed approximately 34.7% of the risk capital and owns approximately 49.6% and 63.1% of the ordinary shares and preferred shares, respectively, of the Sponsor (the “Sponsor Equity Interest”). The preferred shares of Sponsor ~~are~~were nonvoting shares and generally entitle the holders thereof to receive the net proceeds, if any, received by Sponsor from the sale, exchange, or disposition of the Private Placement Warrants or the shares issuable upon the exercise thereof, and the ordinary shares of Sponsor (which are voting shares in Sponsor) will generally be equivalent to the value of the Class B Shares of Oxbridge Acquisition held by Sponsor.

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On August 11, 2021, OXRE entered into a Share Purchase Agreement with Sponsor (the “Share Purchase Agreement”) under which OXRE purchased the Sponsor Equity Interest for an aggregate purchase price of $2,000,000 (the “Share Purchase Agreement”). Under the Share Purchase Agreement, OXRE acquired an aggregate of 1,500,000 ordinary shares and 3,094,999 preferred shares of Sponsor.

On November 14, 2022, OXRE entered into a Second Share Purchase Agreement with Sponsor (the “Second Share Purchase Agreement”) under which OXRE acquired an additional 285,000 ordinary shares of Sponsor for an aggregate purchase price of $285,000.

In addition to the foregoing, the Initial Share Purchase Agreement and the Second Share Purchase Agreement contains customary representations, warranties, and covenants.

On November 9, 2022, Oxbridge Acquisition held an extraordinary general meeting (the “EGM”) of shareholders. At the EGM, Oxbridge Acquisition’s shareholders were presented the proposals to extend the date by which Oxbridge Acquisition must consummate a business combination from November 16, 2022 to August 16, 2023 (or such earlier date as determined by Oxbridge Acquisition’s Board) by amending Oxbridge Acquisition’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment Proposal”). The Extension Amendment Proposal to amend Oxbridge Acquisition’s Amended and Restated Memorandum and Articles of Association (“Charter Amendment”) was approved.

In connection with the Extension Amendment Proposal, the Sponsor ~~has~~ agreed to contribute to Oxbridge Acquisition a loan of $575,000 (the “Extension Loan”), to be deposited into Oxbridge Acquisition’s Trust Account to extend the Termination Date from November 16, 2022 to August 16, 2023. On November 14, 2022, the Company subscribed for additional ordinary shares in the Sponsor for an amount of $285,000, representing the Company’s pro-rata portion of the Extension Loan. As such, the Company’s Sponsor Equity Interest remained at approximately 49.6% and 63.1% of the ordinary shares and preferred shares, respectively, of the Sponsor.

On February 28, 2023, the Company announced in a press release that Oxbridge Acquisition filed a Current Report on Form 8-K with the Securities and Exchange Commission in connection with Oxbridge Acquisition’s business combination with Jet Token Inc. (“Jet”), a Delaware based company. Upon the closing of the transaction, the combined company will be named Jet.AI Inc. Jet offers fractional aircraft ownership, jet card, aircraft brokerage and charter service through its fleet of private aircraft and those of Jet’s Argus Platinum operating partner. Jet’s charter app enables travelers to look, book and fly. The funding and capital markets access from this transaction is expected to enable Jet to continue its growth strategy of AI software development and fleet expansion. The business combination was completed on August 10, 2023.

The Company’s wholly-owned licensed reinsurance subsidiary, Oxbridge Reinsurance Limited (“Oxbridge Reinsurance”), iswas the lead investor in Oxbridge Acquisition’s sponsor and ~~holds~~held the equivalent of 1,426,180 ~~Class B~~ordinary shares ~~which~~and 3,094,999 public warrants.
Bridge Loan with Affiliate
On September 11, 2023, the Company, along with seven (7) other investors, entered into a binding term sheet (“Bridge Agreement”) with Jet.AI to provide Jet.AI with an aggregate sum of $500,000 of short-term bridge financing pending its receipt of funds from its other existing financing arrangements. During the month of September 2023, and prior to the Bridge Agreement, Jet.AI had engaged in discussions with numerous third parties to secure short-term bridge funding but was not offered terms it found acceptable.
The Bridge Agreement provides for the issuance of Notes in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The Notes bear interest at ~~closing~~5% per annum and mature on March 11, 2024. Jet.AI is required to redeem the Notes with 100% of the ~~business combination will have~~proceeds of any equity or debt financing at a ~~value~~redemption premium of ~~$14,261,800. This does not include the value~~110% of the ~~3,094,999 private placement warrants that~~principal amount of the Notes. Jet.AI anticipates redeeming the Notes in full with proceeds expected to be received over the next several months from existing financing arrangements.
An event of default under the Notes includes failing to redeem the Notes as provided above and other typical bankruptcy events of Jet.AI. In an event of default, the outstanding principal amount of the Notes will increase by 120%, and the company may convert its Note into shares of common stock of Jet.AI at the conversion price set forth in the Bridge Agreement with registration rights associated with those shares.
The Company ~~beneficially holds~~invested the sum of $100,000 in ~~Oxbridge Acquisition.~~the Notes and is recorded as “Loan Receivable” on the consolidated balance sheet.

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PRINCIPAL REVENUE AND EXPENSE ITEMS

Revenues

We derive our most significant revenues from ~~four~~three principal sources:

● premiums assumed from reinsurance on property and casualty business;
● income from investments and unrealized gain (loss) on other investments;
●
income under our Administrative Services ~~Agreement;~~Agreement
● income from SurancePlus ~~management~~ITOM fees.

Premiums Assumed

Premiums assumed include all premiums received by a reinsurance company during a specified accounting period, even if the policy provides coverage beyond the end of the period. Premiums are earned over the term of the related policies. At the end of each accounting period, the portion of the premiums that are not yet earned are included in the unearned premiums reserve and are realized as revenue in subsequent periods over the remaining term of the policy. Our policies typically have a term of twelve months. Thus, for example, for a policy that is written on July 1, ~~2022,~~2023, typically one-half of the premiums will be earned in ~~2022~~2023 and the other half will be earned during ~~2023.~~2024. However, in the event of limit losses on our policies, premium recognition will be accelerated to match losses incurred in the period, when there is no possibility of any future treaty-year losses under the contracts.

Premiums from reinsurance on property and casualty business assumed are directly related to the number, type and pricing of contracts we write.

Premiums assumed are recorded net of change in loss experience refund, which consists of changes in amounts due to the cedants under two of our reinsurance contracts. These contracts contain retrospective provisions that adjust premiums in the event losses are minimal or zero. We recognize a liability pro-rata over the period in which the absence of loss experience obligates us to refund premiums under the contracts, and we will derecognize such liability in the period in which a loss experience arises. The change in loss experience refund is negatively correlated to loss and loss adjustment expenses described below.

Investment Income

Income from our investments is primarily comprised of net realized and unrealized gains (losses) interest income and dividends on investment securities. Such income is primarily from the Company’s investments, which includes other investments in Oxbridge Acquisition Corp. and investments held in trust accounts that collateralize the reinsurance policies that we write. The investment parameters for trust accounts are generally be established by the cedant for the relevant policy.

Administrative Services Agreement

Commencing on the effective date of the SPAC’s IPO, the Sponsor agreed to pay the Company a total of up to $10,000 per month for office space, utilities, secretarial and administrative support to the Sponsor and the SPAC. Upon completion of the SPAC’s initial Business Combination ~~or the SPAC’s liquidation,~~on August 10^th, the Sponsor ~~will cease~~ceased paying these monthly fees. For the ~~six~~nine months ended ~~June~~September 30, 2023, the Company recognized ~~$60,000~~$80,000 in connection with this agreement. In addition, for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022, the Company recorded other income of ~~$90,000,~~$80,000 and ~~a corresponding receivable of~~ $90,000, from the Sponsor under the Administrative Services Agreement, which is included in “net investment and other income” in the consolidated statements of ~~operations, and “Due from related party” in the consolidated balance sheet, respectively.~~operations.

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Incentive, Technology, Origination and Management Fee Income

During the ~~six-month~~nine-month period ending ~~June~~September 30, 2023, the Company’s subsidiary, SurancePlus Inc., entered into subscriptions agreements for the sale of its Series DeltaCat Re tokens, representing fractionalized interest in reinsurance contracts underwritten by Oxbridge Re NS. The tokens were issued on the Avalanche blockchain.

SurancePlus receives an incentive, technology, origination and management (ITOM) fee to cover costs associated with origination, structuring and the blockchain technology related to the tokens. These fees are included in SurancePlus ~~management~~ fee income line item in the consolidated statement of operations.

Expenses

Our expenses consist primarily of the following:

● losses and loss adjustment expenses;

● policy acquisition costs and underwriting expenses; and

● general and administrative expenses.

Loss and Loss Adjustment Expenses

Loss and loss adjustment expenses are a function of the amount and type of reinsurance contracts we write and of the loss experience of the underlying coverage. As described below, loss and loss adjustment expenses are based on the claims reported by our Company’s ceding insurers, and may include an actuarial analysis of the estimated losses, including losses incurred during the period and changes in estimates from prior periods. Depending on the nature of the contract, loss and loss adjustment expenses may be paid over a period of years.

Policy Acquisition Costs and Underwriting Expenses

Policy acquisition costs and underwriting expenses consist primarily of brokerage fees, ceding commissions, premium taxes and other direct expenses that relate to our writing of reinsurance contracts. We amortize deferred acquisition costs over the related contract term.

General and Administrative Expenses

General and administrative expenses consist of salaries and benefits and related costs, including costs associated with our professional fees, rent and other general operating expenses consistent with operating as a public company.

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RESULTS OF OPERATIONS

The following is our consolidated statement of operations and performance ratios for the three and ~~six-month~~nine-month periods ended ~~June 31,~~September 30, 2023 and 2022 (dollars in thousands, except per share amounts):

Three Months Ended Six Months Ended
June 30, June 30, Three Months Ended September, 30 Nine Months Ended September 30,
2023 2022 2023 2022 2023 2022 2023 2022

Revenue
Assumed premiums $ 2,196 669 2,196 705 $ - - 2,195 705
Premiums ceded - (24 ) - (60 ) - - - (60 )
Change in unearned premiums reserve (2,013 ) (451 ) (2,013 ) (241 ) 549 591 (1,463 ) 350

Net premiums earned 183 194 183 404 549 591 732 995
SurancePlus management fee income 300 - 300 -
SurancePlus fee income - - 300 -
Net investment and other income 79 41 168 75 74 53 242 128
Net realized investment gain - 19 - 27 - - - 27
Unrealized gain on other investments 124 571 505 341
Unrealized loss on other investments (6,889 ) (1,327 ) (6,384 ) (986 )
Change in fair value of equity securities 5 (322 ) 81 (342 ) (115 ) (13 ) (34 ) (355 )

Total revenue 691 503 1,237 505 (6,381 ) (696 ) (5,144 ) (191 )

Expenses
Losses and loss adjustment expenses - 1,073 - 1,073
Policy acquisition costs and underwriting expenses 20 21 20 44 60 65 80 110
General and administrative expenses 677 389 1,081 728 628 323 1,708 1,050

Total expenses 697 410 1,101 772 688 1,461 1,788 2,233

(Loss) income before income attributable to noteholders and tokenholders (6 ) 93 136 (267 )

Loss before income attributable to noteholders and tokenholders (7,069 ) (2,157 ) (6,932 ) (2,424 )
Income attributable to noteholders and tokenholders (79 ) (16 ) (79 ) (43 ) (231 ) - (311 ) (43 )

Net (loss) income $ (85 ) 77 57 (310 )
Net loss $ (7,300 ) (2,157 ) (7,243 ) (2,467 )

(Loss) earnings per share
Loss per share
Basic and Diluted $ (0.01 ) 0.01 0.01 (0.05 ) $ (1.24 ) (0.37 ) (1.23 ) (0.43 )

Weighted-average shares outstanding
Basic and Diluted 5,870,234 5,781,586 5,863,973 5,766,382 5,870,234 5,781,587 5,866,083 5,771,506

Performance ratios to net premiums earned:

Loss ratio 0.0 % 0.0 % 0.0 % 0.0 % 0.0 % 181.6 % 0.0 % 107.8 %
Acquisition cost ratio 10.9 % 10.8 % 10.9 % 10.9 % 10.9 % 11.0 % 10.9 % 11.1 %
Expense ratio 380.9 % 211.3 % 601.6 % 191.1 % 125.3 % 65.7 % 244.3 % 116.6 %
Combined ratio 380.9 % 211.3 % 601.6 % 191.1 % 125.3 % 247.2 % 244.34 % 224.4 %
General. Net loss for the quarter ended ~~June~~September 30, 2023 was ~~$85,000,~~$7.3 million, or ($~~0.01)~~1.24) basic and diluted earnings per share compared to a net ~~income~~loss of ~~$77,000,~~$2.16 million, or ~~$0.01~~($0.37) basic and diluted earnings per share, for the quarter ended ~~June~~September 30, 2022. The ~~decrease~~increase in net loss is due to ~~higher general and administrative expenses as a result of SurancePlus’ token offering~~unrealized loss on other investments during the quarter ended ~~June~~September 30, 2023.

Net ~~income~~loss for the ~~six~~nine months ended ~~June~~September 30, 2023 was ~~$57,000,~~$7.24 million or ~~$0.01~~($1.23) per basic or diluted ~~earnings~~loss per share compared to a net loss of ~~$319,000,~~$2.47 million, or ($~~0.06)~~0.43) per basic and diluted loss per share, for the ~~six~~nine months ended ~~June~~September 2022. The ~~decrease~~increase in net loss was the result of ~~higher revenue driven by increase in SurancePlus management fee income,~~ unrealized ~~gain~~loss on other ~~investment~~investments and equity securities, more than offsetting the ~~increased general~~underwriting income and ~~administrative expenses associated with SurancePlus’ token offering~~SurancePlus fee income during the ~~six~~nine months ended ~~June~~September 30, 2023 when compared with the prior ~~period~~period.

Premium Income. Net premiums earned typically reflects the pro rata inclusion into income of premiums assumed over the life of the reinsurance contracts.

Net premiums earned for the quarter ended ~~June~~September 30, 2023 decreased to ~~$183,000~~$549,000 from ~~$194,000~~$591,000 for the quarter ended ~~June~~September 30, ~~2023.~~2022.

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Net premiums earned for the ~~six~~nine months ended ~~June~~September 30, 2023 decreased to ~~$183,000~~$732,000 from ~~$404,000~~$995,000 for the ~~six~~nine months ended ~~June~~September 30, 2022. The decrease is due to the acceleration of premium recognition on one of the Company’s reinsurance ~~contracts in force~~contract due to a limit loss suffered during the ~~quarter ended June 30, 2023, when compared to the~~ prior ~~period.~~year.

Losses Incurred. ~~There were no losses~~Losses incurred for the quarter ended September 30, 2023 decreased to $nil to from $1,073,000 for the quarter ended September 30, 2022. The decrease during the ~~three and six-month periods ending June 30, 2023 and~~quarter is wholly due to the triggering of a limit loss on two of the Company’s reinsurance contracts, due to the impact of Hurricane Ian on our book of business in September 2022.

Policy Acquisition Costs and Underwriting Expenses. Acquisition costs represent the amortization of the brokerage fees and federal excise taxes incurred on reinsurance contracts placed. Policy acquisition costs and underwriting expenses for the quarter ended ~~June~~September 30, 2023 decreased to ~~$20,000~~$60,000 from ~~$44,000~~$65,000 for the quarter ended ~~June~~September 30, 2022.

Policy acquisition costs and underwriting expenses for the ~~six~~nine months ended ~~June~~September 30, 2023 decreased to ~~$20,000~~$80,000 from ~~$44,000~~$110,000 for the ~~six-months~~nine months ended ~~June~~September 30, 2022. The decrease is due to the acceleration of premium recognition due to limit loss suffered in prior period as disclosed above, and the corresponding acceleration of deferred acquisition costs in the prior year.

General and Administrative Expenses. General and administrative expenses for the ~~six-months~~quarter ended ~~June~~September 30, 2023 increased ~~$288,000,~~$305 thousand to ~~$677,000,~~$628,000, from ~~$389,000~~$323,000 for the ~~six-months~~quarter ended ~~June~~September 30, 2022. The increase is due to inflationary expense fluctuations during the ~~six-months ended June 30, 2023~~quarter along with all the ~~recognition of~~ offering costs associated with ~~SurancePlus.~~the Maxim equity distribution agreement being recognized in the quarter.

General and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2023 increased to ~~$1.1 million,~~$1,708,000, from ~~$728,000~~$1,050,000 for the quarter ended ~~June~~September 30, 2022. The increase is due to expense fluctuations along with all the offering costs associated with ~~SurancePlus~~Maxim equity distribution agreement being recognized during the ~~six-month~~nine-month period ending ~~June~~September 30, 2023.

MEASUREMENT OF RESULTS
We use various measures to analyze the growth and profitability of business operations. For our reinsurance business, we measure growth in terms of premiums assumed and we measure underwriting profitability by examining our loss, underwriting expense and combined ratios. We analyze and measure profitability in terms of net income and return on average equity.

Premiums Assumed. We use gross premiums assumed to measure our sales of reinsurance products. Gross premiums assumed also correlates to our ability to generate net premiums earned.

Loss Ratio. The loss ratio is the ratio of losses and loss adjustment expenses incurred to premiums earned and measures the underwriting profitability of our reinsurance business. The loss ratio decreased from 181.6% for the quarter end September 30, 2022 to 0% for the quarter ended ~~June~~September 30, 2023. The decrease during the quarter ended September 30, 2023, ~~and 2022 was 0%. This~~ is wholly due to nothe limit losses suffered on one of our reinsurance contracts as a result of Hurricane Ian in September 2022.
The loss ~~and loss adjustment expenses incurred in~~ratio decreased from 107.8% for the ~~quarters and six-month~~nine-month period ended ~~June~~September 30, 2022 to 0% for the nine-month period ended September 30, 2023. The decrease during the quarter ended September 30, 2023, ~~and~~is wholly due to the limit losses suffered on one of our reinsurance contracts as a result of Hurricane Ian in September 2022.

Acquisition Cost Ratio. The acquisition cost ratio is the ratio of policy acquisition costs and other underwriting expenses to net premiums earned. The acquisition cost ratio measures our operational efficiency in producing, underwriting and administering our reinsurance business.

The acquisition cost ratio ~~remained consistent at~~decreased marginally to 10.9% ~~and 10.8%~~ for the ~~six-month~~nine-month period ended ~~June~~September 30, ~~2023 and 2022, respectively.~~2023.

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Expense Ratio. The expense ratio is the ratio of policy acquisition costs, other underwriting expenses and general and administrative expenses to net premiums earned. We use the expense ratio to measure our operating performance. The expense ratio increased from ~~191.1%~~116.6% for the ~~six-month~~nine-month period ended ~~June~~September 30, ~~2023~~2022 to ~~601.6%~~244.3% for the ~~six-month~~nine-month period ended ~~June~~September 30, 2023. The increase is due to higher general administrative expenses incurred during the ~~six-month~~nine-month period ended ~~June~~September 30, 2023, when compared with the prior period

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Combined Ratio. We use the combined ratio to measure our underwriting performance. The combined ratio is the sum of the loss ratio and the expense ratio. The combined ratio increased from ~~191.1%~~224% for the ~~six-month~~nine-month period ended ~~June~~September 30, 2022 to ~~601.6%~~244.3% for the ~~six-month~~nine-month period ended ~~June~~September 30, 2023. The increase is due to higher general administrative expenses incurred during the ~~six-month~~nine-month period ended ~~June~~September 30, 2023, when compared with the prior period

FINANCIAL CONDITION ~~–JUNE~~–SEPTEMBER 30, 2023 COMPARED TO DECEMBER 31, 2022
Restricted Cash and Cash Equivalents. As of ~~June~~September 30, 2023, our restricted cash and cash equivalents decreased by ~~$2.35~~$0.87 million, or ~~86%~~32%, to ~~$0.37~~$1.85 million, from $2.72 million as of December 31, 2022. The decrease is the result of funds being released from ~~Avatar and Olympus during~~ the ~~six months ended June 30, 2023.~~underlying trusts for treaty year ending May 31, 2023 more than offsetting new collateral deposits for treaty year ending May 31, 2024.

Investments. As of ~~June~~September 30, 2023, our total investments ~~increased~~decreased by ~~$81,000~~$34 thousand or ~~13%~~5% to ~~$723,000,~~$608 thousand, from ~~$642,000~~$642 thousand as of December 31, 2022. The ~~increase~~decrease is primarily a result of the ~~increase~~decrease in value of the equity securities during the ~~six-month~~nine-month period ended ~~June~~September 30, 2023.

Other investments. As of ~~June~~September 30, 2023, our other investments ~~increased $505,000~~decreased $6.38 million to ~~$11.93~~$5.04 million from $11.42 million at December 31, 2022. The increase is due to fair value changes of our investment in ~~Oxbridge Acquisition Corp., a special purpose acquisition company~~Jet.AI in which the Company has an equity investment measured at fair value.

Notes Payable to Noteholders. As of ~~June~~September 30, 2023, our notes payable decreased by ~~$46,000~~$98,000 to $118,000 from $216,000 at December 31, 2022, The decrease is due to a return made to noteholders on the ~~Lighthouse and Avatar Contracts. These notes relate to Series 2020-1 participating notes by our reinsurance sidecar subsidiary, Oxbridge Re NS during the quarter ending June 30, 2020.~~
underlying contracts for previous treaty periods.
~~Other liabilities – Delta Cat Re Tokenholders.~~ As of June 30, 2023, amounts due to Delta Cat Re tokenholders increased by $1.06 million from $0 at December 31, 2022. The increase is due to the proceeds from third-party investors purchasing the Delta Cat Re tokens (net of management fees), plus one month underwriting-relating income that is attributable to third-party tokenholders.
LIQUIDITY AND CAPITAL RESOURCES
General

We are organized as a holding company and provide administrative and management services to our subsidiaries, as well as to Oxbridge Acquisition Corp., a special purpose acquisition company, up to the time of its business combination with Jet.AI Inc. in August 2023. Our operations are conducted through our reinsurance subsidiaries, Oxbridge Reinsurance Limited and Oxbridge Re NS and our web3 focused subsidiary SurancePlus ~~Inc~~Inc., which underwrites risks associated with our property and casualty reinsurance programs. We have minimal continuing cash needs at the holding company level, with such needs principally being related to the payment of administrative expenses and shareholder dividends. There are restrictions on Oxbridge Reinsurance Limited’s and Oxbridge Re NS’ ability to pay dividends which are described in more detail below.
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Sources and Uses of Funds

Our sources of funds primarily consist of premium receipts (net of brokerage fees and federal excise taxes, where applicable) and investment income, including interest, dividends and realized gains. We use cash to pay losses and loss adjustment expenses, other underwriting expenses, dividends, and general and administrative expenses. Substantially all of our surplus funds, net of funds required for cash liquidity purposes, are invested in accordance with our business plan and investment guidelines. Our investment portfolio, except for our ~~investment~~investments in ~~OAC sponsor Ltd.,~~JetAI, is primarily comprised of cash and highly liquid securities, which can be liquidated, if necessary, to meet current liabilities. We believe that we have sufficient flexibility to liquidate any securities that we own to generate liquidity.

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As of ~~June~~September 30, 2023, we believe we had sufficient cash flows from operations to meet our liquidity requirements. We expect that our operational needs for liquidity will be met by cash, investment income and funds generated from underwriting activities. We have no plans to issue debt, and we expect to fund our operations for the foreseeable future from operating cash flows, as well as from potential future equity offerings. However, we cannot provide assurances that in the future we will not incur indebtedness to implement our business strategy, pay claims or make acquisitions.

Although Oxbridge Re Holdings Limited is not subject to any significant legal prohibitions on the payment of dividends, its subsidiaries Oxbridge Reinsurance Limited and Oxbridge Re NS are subject to Cayman Islands regulatory constraints that affect its ability to pay dividends to us and include a minimum net worth requirement. Currently, the minimum net worth requirement for each subsidiary is $500. As of ~~June~~September 30, 2023, each subsidiary exceeded the minimum required. By law, each subsidiary is restricted from paying a dividend if such a dividend would cause its net worth to drop to less than the required minimum.
Cash Flows
Our cash flows from operating, investing and financing activities for the ~~six-month~~nine-month periods ended ~~June~~September 30, 2023 and 2022 are summarized below.

Cash Flows for the ~~Six~~Nine months ended ~~June~~September 30, 2023 (in thousands)
Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2023 totaled ~~$1,614,~~$1,356, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net cash used in investing activities ~~of $5.~~totaled $105 which due mainly to investment in note receivable from Jet.AI. Net cash provided by financing activities was ~~$1,180~~$1,182 which consisted primarily of net proceeds from Delta Cat Re Tokens offset by the payment made to noteholders.

Cash Flows for the ~~Six~~Nine months ended ~~June~~September 30, 2022 (in thousands)
Net cash used in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2022 totaled ~~$475,~~$682, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net cash used in investing activities of $376 was primarily due to the net purchases of equity securities. There was no cash used in or provided by financing activities.
OFF-BALANCE SHEET ARRANGEMENTS

As of ~~June~~September 30, 2023, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

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Exposure to Catastrophes
As with other reinsurers, our operating results and financial condition could be adversely affected by volatile and unpredictable natural and man-made disasters, such as hurricanes, windstorms, earthquakes, floods, fires, riots and explosions. Although we attempt to limit our exposure to levels we believe are acceptable, it is possible that an actual catastrophic event or multiple catastrophic events could have a material adverse effect on our financial condition, results of operations and cash flows. As described under “CRITICAL ACCOUNTING POLICIES—Reserves for Losses and Loss Adjustment Expenses” below, under accounting principles generally accepted in the United States of America (‘‘GAAP’’), we are not permitted to establish loss reserves with respect to losses that may be incurred under reinsurance contracts until the occurrence of an event which may give rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date may be established, with no provision for a contingency reserve to account for expected future losses.

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CRITICAL ACCOUNTING POLICIES

We are required to make estimates and assumptions in certain circumstances that affect amounts reported in our consolidated financial statements and related footnotes. We evaluate these estimates and assumptions on an on-going basis based on historical developments, market conditions, industry trends and other information that we believe to be reasonable under the circumstances. These accounting policies pertain to fair value measurements, particular with respect to our beneficial interest in Oxbridge Acquisition Corp., premium revenues and risk transfer, reserve for loss and loss adjustment expenses, and deferred acquisition costs.

Fair value measurement: GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under GAAP are as follows:

Level 1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active;

and

Level 3 Inputs that are unobservable.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. For fixed maturity securities, inputs may include price information, volatility statistics, specific and broad credit data, liquidity statistics, broker quotes for similar securities and other factors. The fair value of investments in stocks and exchange-traded funds is based on the last traded price. The fair value of our indirect investment in Oxbridge Acquisition Corp. is based on the fair value calculation made by an independent valuation expert utilizing observable and unobservable inputs. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Company’s investment custodians and management. The investment custodians and management consider observable data to be market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant markets. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument, as well as the marketability of the instrument and the risk of forfeiture of such instrument.

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Premium Revenue and Risk Transfer. We record premiums revenue as earned pro-rata over the terms of the reinsurance agreements and the unearned portion at the balance sheet date is recorded as unearned premiums reserve. A reserve is made for estimated premium deficiencies to the extent that estimated losses and loss adjustment expenses exceed related unearned premiums. Investment income is not considered in determining whether or not a deficiency exists.
36

We account for reinsurance contracts in accordance with ASC 944, ‘‘Financial Services – Insurance.” Assessing whether or not a reinsurance contract meets the conditions for risk transfer requires judgment. The determination of risk transfer is critical to reporting premiums written. If we determine that a reinsurance contract does not transfer sufficient risk, we must account for the contract as a deposit liability.

Reserves for Losses and Loss Adjustment Expenses. We determine our reserves for losses and loss adjustment expenses on the basis of the claims reported by our ceding insurers and for losses IBNR, we use the assistance of an independent actuary. The reserves for losses and loss adjustment expenses represent management’s best estimate of the ultimate settlement costs of all losses and loss adjustment expenses.

We believe that the amounts are adequate; however, the inherent impossibility of predicting future events with precision, results in uncertainty as to the amount which will ultimately be required for the settlement of losses and loss expenses, and the differences could be material. Adjustments are reflected in the consolidated statements of income in the period in which they are determined.

Under GAAP, we are not permitted to establish loss reserves until the occurrence of an actual loss event. As a result, only loss reserves applicable to losses incurred up to the reporting date may be recorded, with no allowance for the provision of a contingency reserve to account for expected future losses. Losses arising from future events, which could be substantial, are estimated and recognized at the time the loss is incurred.

As at ~~June~~September 30, 2023 we had no reserves for loss and loss adjustment expenses due to no significant events occurring during the year and no reported claims on contract in force. See Note 7 to the consolidated financial statements.

Our reserving methodology does not lend itself well to a statistical calculation of a range of estimates surrounding the best point estimate of our reserve for loss and loss adjustment expense. Due to the low frequency and high severity nature of claims within much of our business, our reserving methodology principally involves arriving at a specific point estimate for the ultimate expected loss on a contract-by-contract basis, and our aggregate loss reserves are the sum of the individual loss reserves established.

Deferred Acquisition Costs. We defer certain expenses that are directly related to and vary with producing reinsurance business, including brokerage fees on gross premiums assumed, premium taxes and certain other costs related to the acquisition of reinsurance contracts. These costs are capitalized and the resulting asset, deferred acquisition costs, is amortized and charged to expense in future periods as premiums assumed are earned. The method followed in computing deferred acquisition costs limits the amount of such deferral to its estimated realizable value. The ultimate recoverability of deferred acquisition costs is dependent on the continued profitability of our reinsurance underwriting. If our underwriting ceases to be profitable, we may have to write off a portion of our deferred acquisition costs, resulting in a further charge to income in the period in which the underwriting losses are recognized.
37
Item 3.Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company as defined by Rule 229.10(f)(1) of the Exchange Act, we are not required to provide the information under this item.
37
Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1.Legal Proceedings

We are not currently involved in any litigation or arbitration. We anticipate that, similar to the rest of the insurance and reinsurance industry, we will be subject to litigation and arbitration in the ordinary course of business.

Item 1A.Risk Factors

There have been no material changes to our risk factors during the nine months ended September 30, 2023. However, we draw attention to the below risk factors relating to our investment in Jet.AI Inc. that can have a material impact on our earnings and shareholders’ equity in the near term.
~~None.~~
Our use of fair value accounting of our significant investment in Jet.AI Inc. could result in income statement volatility, which in turn, could cause significant market price and trading volume fluctuations for our securities.
Our significant beneficial interests in Jet.AI Inc.’s common stock and public warrants are recorded at fair value with changes in fair value being recorded in the consolidated statement of operations during the period of change. Additionally, the fair value of the investment must be remeasured quarterly. Because of this, and due to significance of our investment in Jet.AI relative to our total assets, our earnings may experience greater volatility in the future as a decline in the fair value of our investment in Jet.AI Inc. could significantly reduce both our earnings and shareholders’ equity, which in turn, could cause significant market price and trading volume fluctuations for our securities.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

(a) Sales of Unregistered Securities

None.

(b) Repurchases of Equity Securities
None.

(c) Use of Proceeds

None.
38
Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.
38
Item 5. Other Information

None.

Item6.Exhibits

The following exhibits are filed herewith:

Exhibit
No.
Document

31.1 Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

31.2 Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

32 Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350.

101 The following materials from Oxbridge Re Holdings Limited’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2023 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Shareholders’ Equity and (vi) the Notes to Consolidated Financial Statements.
39

SIGNATURES

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 thereunto duly authorized.

OXBRIDGE RE HOLDINGS LIMITED

Date: ~~August~~November 14, 2023 By: /s/ JAY MADHU

Jay Madhu
Chief Executive Officer and President
(Principal Executive Officer)

Date: ~~August~~November 14, 2023 By: /s/ WRENDON TIMOTHY

Wrendon Timothy
Chief Financial Officer and Secretary
(Principal Financial Officer and Principal
Accounting Officer)

40

	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 reserve		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

	At September 30, 2023			At December 31, 2022
	(Unaudited)
Assets
Investments:
Equity securities, at fair value (cost: $1,926)	$	608			642
Cash and cash equivalents		1,801			1,207
Restricted cash and cash equivalents		1,848			2,721
Accrued interest and dividend receivable		13			-
Premiums receivable		1,465			282
Loan receivable		100			-
Other Investments		5,039			11,423
Due from Related Party		60			45
Deferred policy acquisition costs		161			-
Operating lease right-of-use assets		35			44
Prepayment and other assets		62			114
Prepaid Offering Costs		-			133
Property and equipment, net		5			5
Total assets	$	11,197			16,616

Liabilities and Shareholders’ Equity
Unearned Premium		1,463			-
Other Liabilities - Delta Cat Re Token Holders		1,291			-
Notes payable to noteholders		118			216
Losses payable		-			1,073
Operating lease liabilities		35			44
Accounts payable and other liabilities		342			294
Total liabilities		3,249			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		32,684			32,482
Accumulated Deficit		(24,742	)		(17,499	)
Total shareholders’ equity		7,948			14,989
Total liabilities and shareholders’ equity	$	11,197			16,616

	2023			2022			2023			2022			2023			2022			2023			2022
	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022			2023			2022			2023			2022

Revenue
Assumed premiums		2,196			669			2,196			705			-			-			2,195			705
Premiums ceded		-			(24	)		-			(60	)		-			-			-			(60	)
Change in unearned premiums reserve		(2,013	)		(451	)		(2,013	)		(241	)		549			591			(1,463	)		350

Net premiums earned		183			194			183			404			549			591			732			995
SurancePlus management fee income		300			-			300			-
SurancePlus fees income														-			-			300			-
Net investment and other income		79			41			168			75			74			53			242			128
Net realized investment gain		-			19			-			27			-			-			-			27
Unrealized gain on other investments		124			571			505			341
Unrealized loss on other investments														(6,889	)		(1,327	)		(6,384	)		(986	)
Change in fair value of equity securities		5			(322	)		81			(342	)		(115	)		(13	)		(34	)		(355	)

Total revenue		691			503			1,237			505			(6,381	)		(696	)		(5,144	)		(191	)

Expenses
Losses and loss adjustment expenses														-			1,073			-			1,073
Policy acquisition costs and underwriting expenses		20			21			20			44			60			65			80			110
General and administrative expenses		677			389			1,081			728			628			323			1,708			1,050

Total expenses		697			410			1,101			772			688			1,461			1,788			2,233

(Loss) income before income attributable to noteholders and tokenholders		(6	)		93			136			(267	)
Loss before income attributable to noteholders and tokenholders														(7,069	)		(2,157	)		(6,932	)		(2,424	)

Income attributable to noteholders and tokenholders		(79	)		(16	)		(79	)		(43	)		(231	)		-			(311	)		(43	)

Net (loss) income		(85	)		77			57			(310	)
Net loss														(7,300	)		(2,157	)		(7,243	)		(2,467	)

(Loss) earnings per share
Loss per share
Basic and Diluted		(0.01	)		0.01			0.01			(0.05	)		(1.24	)		(0.37	)		(1.23	)		(0.43	)
Basic		(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			5,870,234			5,781,587			5,866,083			5,771,506
Basic		5,870,234			5,781,586			5,863,973			5,766,382

	2023			2022
	Six Months Ended
	June 30,
	2023			2022
Operating activities
Net income (loss)	$	57			(310	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		109			64
Depreciation and amortization		3			2
Net realized investment gains		-			(27	)
SurancePlus management fee income		(300	)
Change in fair value of other investments		(505	)		(341	)
Change in fair value of equity securities		(81	)		342
Change in operating assets and liabilities:
Accrued interest and dividend receivable		(7	)		-
Premiums receivable		(1,672	)		(285	)
Due from related party		(54	)		(60	)
Deferred policy acquisition costs		(221	)		(27	)
Prepayment and other assets		29			(106	)
Reserve for losses and loss adjustment expenses		(1,073	)		-
Other liabilities Delta Cat Re Tokenholders		79			-
Unearned premiums reserve		2,013			241
Accounts payable and other liabilities		9			32

Net cash used in operating activities	$	(1,614	)		(475	)

Investing activities
Purchase of equity securities		-			(1,002	)
Proceeds from sale of equity securities		-			626
Purchase of property and equipment		(5	)		-

Net cash used in investing activities	$	(5	)		(376	)

Financing activities
Partial redemption of notes payable to noteholders		(98	)		-
Prepaid offering costs		(2	)		-
Gross proceeds from the issuance of Delta Cat Re tokens		1,280			-
Net cash provided by financing activities	$	1,180			-

	2023			2022
	Nine Months Ended
	September 30,
	2023			2022
Operating activities
Net loss	$	(7,243	)		(2,467	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		202			96
Depreciation and amortization		5			3
Net realized investment gains		-			(27	)
SurancePlus fee income		(300	)		-
Change in fair value of other investments		6,384			986
Change in fair value of equity securities		34			355
Change in operating assets and liabilities:
Accrued interest and dividend receivable		(13	)		-
Premiums receivable		(1,183	)		(286	)
Due from related party		(15	)		(3	)
Deferred policy acquisition costs		(161	)		38
Prepayment and other assets		52			(56	)
Prepaid offering costs		133			-
Reserve for losses and loss adjustment expenses		(1,073	)		1,073
Other Liablities Delta Cat Re Tokenholders		311			-
Unearned premiums reserve		1,463			(350	)
Accounts payable and other liabilities		48			(44	)

Net cash used in operating activities	$	(1,356	)		(682	)

Investing activities
Purchase of equity securities		-			(1,002	)
Purchase of loan receivable		(100	)		-
Proceeds from sale of equity securities		-			626
Purchase of property and equipment		(5	)		-

Net cash used in investing activities	$	(105	)		(376	)

Financing activities
Partial redemption of notes payable to noteholders		(98	)		-
Gross proceeds from the issuance of Delta Cat Re tokens		1,280			-
Net cash provided by financing activities	$	1,182			-

	Shares		Amount		Capital		Deficit			Equity
	Ordinary Share Capital				Additional Paid-in		Accumulated			Total Shareholders’			Ordinary Share Capital				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Capital		Deficit			Equity			Shares		Amount		Capital		Deficit			Equity

Balance at December 31, 2021		5,749,587		6		32,355		(15,710	)		16,651			5,749,587		6		32,355		(15,710	)		16,651
Net loss for the period		-		-		-		(387	)		(387	)		-		-		-		(387	)		(387	)
Stock-based compensation		-		-		32		-			32			-		-		32		-			32
Issuance of restricted stock		32,000		-		-		-			-			32,000		-		-		-			-
Balance at March 31, 2022		5,781,587		6		32,387		(16,097	)		16,296			5,781,587		6		32,387		(16,097	)		16,296
Net income for the period		-		-		-		77			77			-		-		-		77			77
Stock-based compensation		-		-		32		-			32			-		-		32		-			32
Balance at June 30, 2022		5,781,587		6		32,419		(16,020	)		16,405			5,781,587		6		32,419		(16,020	)		16,405
Net loss for the period														-		-		-		(2,157	)		(2,157	)
Stock-based compensation														-		-		32		-			32
Balance at September 30, 2022														5,781,587		6		32,451		(18,177	)		14,280

Balance at December 31, 2022		5,769,587		6		32,482		(17,499	)		14,989			5,769,587		6		32,482		(17,499	)		14,989
Net income for the period		-		-		-		142			142			-		-		-		142			142
Stock-based compensation		-		-		54		-			54			-		-		54		-			54
Issuance of restricted stock		96,647		-		-		-			-			96,647		-		-		-			-
Balance at March 31, 2023		5,866,234		6		32,536		(17,357	)		15,185			5,866,234		6		32,536		(17,357	)		15,185
Net loss for the period		-		-		-		(85	)		(85	)		-		-		-		(85	)		(85	)
Net income (loss)		-		-		-		(85	)		(85	)
Stock-based compensation		-		-		55		-			55			-		-		55		-			55
Issuance of restricted stock		4,000		-		-		-			-			4,000		-		-		-			-
Balance at June 30, 2023		5,870,234		6		32,591		(17,442	)		15,155			5,870,234		6		32,591		(17,442	)		15,155
Balance														5,870,234		6		32,591		(17,442	)		15,155
Net loss for the period														-		-		-		(7,300	)		(7,300	)
Net income (loss)														-		-		-		(7,300	)		(7,300	)
Stock-based compensation														-		-		93		-			93
Balance at September 30, 2023														5,870,234		6		32,684		(24,742	)		7,948
Balance														5,870,234		6		32,684		(24,742	)		7,948

Level 1	Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date;

Level 2	Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets that are not considered to be active; and

Level 3	Inputs that are unobservable.

	At June 30,		At December 31,
	2023		2022
	(in thousands)

Cash on deposit	$	3,117	$	1,207
Restricted cash held in trust		372		2,721
Total	$	3,489	$	3,928

	At		At
	September 30, 2023		December 31, 2022
	(in thousands)

Cash on deposit	$	1,801	$	1,207
Restricted cash held in trust		1,848		2,721
Total	$	3,649	$	3,928

	Gross		Gross		Gross		Gross		Gross		Gross
	proceeds		Realized		Realized		proceeds		Realized		Realized
	from sales		Gains		Losses		from sales		Gains		Losses
	($ in thousands)						($ in thousands)

Three Months Ended June 30, 2023
Three Months Ended September 30, 2023
Equity securities	$	-	$	-	$	-	$	-	$	-	$	-

Six Months Ended June 30, 2023
Nine Months Ended September 30, 2023
Equity securities	$	-	$	-	$	-	$	-	$	-	$	-

Three Months Ended June 30, 2022
Three Months Ended September 30, 2022
Equity securities	$	418	$	19	$	-	$	-	$	-	$	-

Six Months Ended June 30, 2022
Nine Months Ended September 30, 2022
Equity securities	$	626	$	27	$	-	$	626	$	27	$	-

	June 30, 2023		December 31, 2022

Oxbridge Acquisition Corp. Promissory Note	$	214		214
Oxbridge Acquisition Corp. Class B Ordinary Shares		11,714		11,209
Total	$	11,928		11,423

	Six Months ended June 30, 2023		Six Months ended June 30, 2022

Beginning of period	$	11,423		11,173
Unrealized gain on investment in affiliate		505		341
End of period	$	11,928		11,514

	September 30, 2023

Jet.AI Series A-1 Preferred Shares	$	285
Jet.AI Common Stock & Public Warrants		4,754
Total	$	5,039

	Nine Months ended September 30, 2023

Beginning of period	$	11,423
Unrealized loss on investment in affiliate		(6,384	)
End of period	$	5,039

	(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)		Total
	Fair Value Measurements Using								Fair Value Measurements Using
	(Level 1)		(Level 2)		(Level 3)		Total		(Level 1)		(Level 2)		(Level 3)		Total
As of June 30, 2023	($ in thousands)
As of September 30, 2023									($ in thousands)
Financial Assets:
Cash and cash equivalents	$	3,117	$	-	$	-	$	3,117	$	1,801	$	-	$	-	$	1,801

Restricted cash and cash equivalents	$	372	$	-	$	-	$	372	$	1,848	$	-	$	-	$	1,848

Other investments	$	-	$	-	$	11,928	$	11,928	$	-	$	-	$	5,039	$	5,039

Equity securities	$	723	$	-	$	-	$	723	$	608	$	-	$	-	$	608

Total	$	4,212	$	-	$	11,928	$	16,140	$	4,257	$	-	$	5,039	$	9,296

	Other
	Investments
	(in thousands)
Fair value of Level 3 other investment at January 1, 2023	$	11,423
Change in valuation inputs or other assumptions		(6,384	)
Fair value of Level 3 other investment at September 30, 2023	$	5,039

	Other Investments (in thousands)
Fair value of Level 3 other investment at January 1, 2023	$	11,423
Change in valuation inputs or other assumptions		505
Fair value of Level 3 other investment at June 30, 2023	$	11,928

	For Three Months Ended			For Six Months Ended			For Three Months Ended			For Nine Months Ended
Statement of Operations Data:	June 30, 2023			June 30, 2023			September 30, 2023			September 30, 2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
	(in thousands)

SurancePlus management fee income	$	574		$	574
Underwriting-related income		163			163
Surance Plus fee income								-			574
Underwriting related income								489			651
Total revenue	$	737		$	737			489			1,225

Expenses	$	(225	)	$	(225	)		(10	)		(236	)
Income attributable to tokenholders		(149	)		(149	)		(443	)		(592	)
Net income		363			363			36			397

Balance Sheet Data:	At June 30, 2023
	(Unaudited)
	(in thousands)
Total assets	$	2,611
Amounts due to Delta Cat Re Tokenholders		1,129
Total shareholder’s equity		1,482

												Weighted-
									Weighted-			Average
									Number			Average		Remaining	Aggregate
									of			Exercise		Contractual	Intrinsic
									Options			Price		Term	Value

Outstanding at January 1, 2023										871,250		$	4.67	5.6 years	$	-
Forfeited										(25,000	)	$	6.00
Outstanding at March 31, 2023										846,250		$	4.63	5.5 years	$	-
Exercisable at March 31, 2023										736,875		$	4.43	5.2 years	$	-
Outstanding at June 30, 2023										846,250		$	4.63	5.3 years	$	-
Exercisable at June 30, 2023										752,500		$	4.46	5.0 years	$	-
Outstanding at September 30, 2023										846,250		$	4.63	5.0 years	$	-
Exercisable at September 30, 2023										768,125		$	4.49	4.76 years	$	-
	Number of Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2022		896,250			4.71	6.9 years				896,250		$	4.71	6.9 years	$	-
Outstanding at March 31, 2022		896,250			4.71	6.6 years				896,250		$	4.71	6.6 years
Exercisable at March 31, 2022		601,250			4.44	5.7 years				601,250		$	4.44	5.7 years	$	-
Outstanding at June 30, 2022		896,250		$	4.71	6.4 years	$	-		896,250		$	4.71	6.4 years	$	-
Exercisable at June 30, 2022		641,250		$	4.42	5.6 years	$	-		641,250		$	4.42	5.6 years	$	-
Outstanding at January 1, 2023		871,250		$	4.67	5.6 years	$	-
Forfeited		(25,000	)	$	6.00
Outstanding at March 31, 2023		846,250		$	4.63	5.5 years	$	-
Exercisable at March 31, 2023		736,875		$	4.43	5.2 years	$	-
Outstanding at June 30, 2023		846,250		$	4.63	5.3 years	$	-
Exercisable at June 30, 2023		752,500		$	4.46	5.0 years	$	-
Outstanding at September 30, 2022										896,250		$	4.71	6.14 years	$	-
Exercisable at September 30, 2022										681,250		$	4.41	5.5 years	$	-

	Weighted-			Weighted-
	Number of Restricted			Average Grant Date
	Stock Awards			Fair Value

Nonvested at January 1, 2023		23,000		$	2.37
Granted		100,647		$	2.37
Vested		(32,750	)	$	2.37
Nonvested at June 30, 2023		90,897		$

	Weighted-
	Number of			Weighted-
	Restricted			Average
	Stock			Grant Date
	Awards			Fair Value

Nonvested at January 1, 2023		23,000		$	2.37
Granted		100,647		$	2.37
Vested		(32,750	)	$	2.37
Nonvested at June 30, 2023		90,897		$	2.37
Vested		(32,324	)	$	2.37
Nonvested at September 30, 2023		58,573		$	2.37

	For the Nine-Month Period Ended		For the Nine-Month Period Ended
(in thousands)	September 30, 2023		September 30, 2022
Operating Lease Cost ⁽¹⁾	$	76	$	72

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	76	$	72

		For the Six-Month Period		For the Six-Month Period
(in thousands)		Ended June 30, 2023		Ended June 30, 2022
Operating Lease Cost ⁽¹⁾		$	50	$	48

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	50	$	48

(1)	Includes short-term leases

(in thousands)	At September 30, 2023			At December 31, 2022
Operating lease right-of-use assets	$	35		$	44

Operating lease liabilities	$	35		$	44

Weighted-average remaining lease term - operating leases		0.37 years			1.17 years

Weighted-average discount rate - operating leases		7.62	%		6.50	%

	●	premiums assumed from reinsurance on property and casualty business;
	●	income from investments and unrealized gain (loss) on other investments;
	●	income under our Administrative Services ~~Agreement;~~Agreement
	●	income from SurancePlus ~~management~~ITOM fees.

	●	losses and loss adjustment expenses;

	●	policy acquisition costs and underwriting expenses; and

	●	general and administrative expenses.

	Three Months Ended						Six Months Ended
	June 30,						June 30,						Three Months Ended September, 30						Nine Months Ended September 30,
	2023			2022			2023			2022			2023			2022			2023			2022

Revenue
Assumed premiums	$	2,196			669			2,196			705		$	-			-			2,195			705
Premiums ceded		-			(24	)		-			(60	)		-			-			-			(60	)
Change in unearned premiums reserve		(2,013	)		(451	)		(2,013	)		(241	)		549			591			(1,463	)		350

Net premiums earned		183			194			183			404			549			591			732			995
SurancePlus management fee income		300			-			300			-
SurancePlus fee income														-			-			300			-
Net investment and other income		79			41			168			75			74			53			242			128
Net realized investment gain		-			19			-			27			-			-			-			27
Unrealized gain on other investments		124			571			505			341
Unrealized loss on other investments														(6,889	)		(1,327	)		(6,384	)		(986	)
Change in fair value of equity securities		5			(322	)		81			(342	)		(115	)		(13	)		(34	)		(355	)

Total revenue		691			503			1,237			505			(6,381	)		(696	)		(5,144	)		(191	)

Expenses
Losses and loss adjustment expenses														-			1,073			-			1,073
Policy acquisition costs and underwriting expenses		20			21			20			44			60			65			80			110
General and administrative expenses		677			389			1,081			728			628			323			1,708			1,050

Total expenses		697			410			1,101			772			688			1,461			1,788			2,233

(Loss) income before income attributable to noteholders and tokenholders		(6	)		93			136			(267	)

Loss before income attributable to noteholders and tokenholders														(7,069	)		(2,157	)		(6,932	)		(2,424	)
Income attributable to noteholders and tokenholders		(79	)		(16	)		(79	)		(43	)		(231	)		-			(311	)		(43	)

Net (loss) income	$	(85	)		77			57			(310	)
Net loss													$	(7,300	)		(2,157	)		(7,243	)		(2,467	)

(Loss) earnings per share
Loss per share
Basic and Diluted	$	(0.01	)		0.01			0.01			(0.05	)	$	(1.24	)		(0.37	)		(1.23	)		(0.43	)

Weighted-average shares outstanding
Basic and Diluted		5,870,234			5,781,586			5,863,973			5,766,382			5,870,234			5,781,587			5,866,083			5,771,506

Performance ratios to net premiums earned:

Loss ratio		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		181.6	%		0.0	%		107.8	%
Acquisition cost ratio		10.9	%		10.8	%		10.9	%		10.9	%		10.9	%		11.0	%		10.9	%		11.1	%
Expense ratio		380.9	%		211.3	%		601.6	%		191.1	%		125.3	%		65.7	%		244.3	%		116.6	%
Combined ratio		380.9	%		211.3	%		601.6	%		191.1	%		125.3	%		247.2	%		244.34	%		224.4	%

Exhibit No.		Document

31.1		Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

31.2		Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

32		Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350.

101		The following materials from Oxbridge Re Holdings Limited’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2023 are filed herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Changes in Shareholders’ Equity and (vi) the Notes to Consolidated Financial Statements.

	OXBRIDGE RE HOLDINGS LIMITED

Date: ~~August~~November 14, 2023	By:	/s/ JAY MADHU
		Jay Madhu
		Chief Executive Officer and President
		(Principal Executive Officer)

Date: ~~August~~November 14, 2023	By:	/s/ WRENDON TIMOTHY
		Wrendon Timothy
		Chief Financial Officer and Secretary
		(Principal Financial Officer and Principal Accounting Officer)