Business Context and Reporting Period
This Form 8-K was filed by Oxbridge Re Holdings Limited on March 27, 2023. The filing discloses the commencement of a securities offering by SurancePlus Inc., an indirect wholly-owned subsidiary of the Company.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on the terms of a new capital raise.
- Offering Size: Up to $5.0 million (USD).
- Security Type: DeltaCat Re Tokens representing Series DeltaCat Preferred Shares.
- Price per Unit: $10.00 per Token.
- Preferred Return: $12.00 per Token.
- Excess Proceeds: Holders entitled to at least 80% of proceeds exceeding the preferred return.
Material Changes
The primary material event is the initiation of a private placement to raise capital. Proceeds from the sale of the Tokens will be used by SurancePlus to purchase participating notes from Oxbridge Re NS, a licensed reinsurance subsidiary. These funds will subsequently be invested in collateralized reinsurance contracts underwritten by Oxbridge Re NS.
Guidance, Outlook, and Risks
Outlook and Completion: The filing explicitly states there can be no assurance that the offering of Securities will be completed.
Regulatory Status: The Securities have not been registered under the Securities Act of 1933. They are being sold in a transaction exempt from registration under SEC Rule 506(c) to accredited investors in the United States and under Regulation S to non-U.S. persons outside the United States.
Forward-Looking Statements: The document contains forward-looking statements regarding the offering and future results, which are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Investors are directed to the "Risk Factors" section of the Company's Form 10-K filed on March 30, 2022.
Investor Verification Checklist
- Verify the final completion status of the $5.0 million offering, as the filing notes no assurance of completion.
- Confirm the specific terms of the participating notes purchased by SurancePlus from Oxbridge Re NS.
- Review the "Risk Factors" in the Company's most recent Form 10-K for details on the risks associated with the collateralized reinsurance contracts.
- Ensure compliance with investor accreditation requirements (Rule 506(c) or Regulation S) before considering participation.