OXBRIDGE RE HOLDINGS Ltd
For the period ended Dec 31, 2025. Filed Mar 30, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 30, 2026
OXBR$0.87+13.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-26.
0001641172-25-000736
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-30.
0001493152-26-013603
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 118 previous paragraphs and 110 current paragraphs.
77 unchanged; 28 reworded; 4 added; 12 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 3 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
On July 31, 2025, SurancePlus completed its private placement (the “Private Placement”) of Participation Shares (the “Securities”) represented by digital tokens issued under a 3-year Participation Share Investment Contract (the “PSIC”). On July 31, 2025, SurancePlus entered into subscription agreements with investors in the Private Placement with respect to 361,191 of the Participation Shares represented by the digital tokens, ZetaCat Re (156,191 tokens) and EtaCat Re (205,000 tokens) at a purchase price of $10.00 per Participation Share for aggregate gross proceeds of $3,611,910. The tokens were issued on the Avalanche blockchain. Ownership of the ZetaCatRe and EtaCatRe tokenized Participation Shares indirectly conferred fractionalized interests in reinsurance contracts underwritten by Oxbridge Re’s reinsurance subsidiary, Oxbridge Re NS, for the 2025-2026 treaty year. The Participation Shares are not shares in SurancePlus and have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC.
Current report
General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2025 increased to $3.05 million from $1.92 million for the year ended December 31, 2024. The increase in 2025 is due to increased professional costs relating to investor relations, our web3 subsidiary tokenization costs, S-3 related costs, increased human resources and personnel costs and legal expenditures.
Current report
**Mezannine Equity –EpsilonCat Re / DeltaCat Re / ZetaCat Re and EtaCat Re Tokenholders. As of December 31, 2025, amounts due to CatRe tokenholders decreased by $1.2 million, to $518,000 from $1.73 million at December 31, 2024. The decrease is due to the tokenholders share in the limit loss experienced during 2025 on our reinsurance contracts affected by Hurricane Milton.
Current report
As of December 31, 2025, 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, proceeds of $1,000,000 from the promissory note and funds generated from underwriting and tokenization activities. The promissory note has a 6-month maturity, with the outstanding principal and 16% (annualized) interest due and payable on August 14, 2026, unless repaid earlier. The proceeds from note are being used for working capital and general corporate purposes. We intend to pay the promissory note in June 2026 after the expected release of approximately $5 million of our collateral cash held in trust account in June 2026, following the end of a successful 2025/26 treaty period.
Removed paragraphs (12)
Previous report
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., a Delaware corporation. Upon the closing of the transaction, the combined company became Jet.AI Inc. Jet.AI offers fractional aircraft ownership, jet card, aircraft brokerage and charter service through its fleet of private aircraft and those of Jet.AI’s Argus Platinum operating partner. Jet.AI’s charter app enables travelers to look, book and fly. The funding and capital markets access from this transaction is expected to enable Jet.AI to continue its growth strategy of AI software development and fleet expansion. The business combination was completed on August 10, 2023.
Previous report
During the year ended December 31, 2024, the Series A-1 preferred shares held by the Sponsor were redeemed by Jet.AI for an aggregate amount of $675,000. The Sponsor distributed $393,195 to the Company representing the repayment of its extension loan of $284,765, working capital loan of $61,906, and dividend redistribution of $46,524.
Previous report
Bridge Loan with Affiliate
Previous report
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.
Previous report
The Bridge Agreement provided for the issuance of Notes in an aggregate principal amount of $625,000, reflecting a 20% original issue discount. The Notes bore interest at 5% per annum and matured on March 11, 2024.
Previous report
The Company invested the sum of $100,000 in the Notes and is recorded as “Loan Receivable” on the consolidated balance sheets at cost at December 31, 2023. On March 11, 2024, the Notes matured and were redeemed by Jet.AI in accordance with the Bridge Agreement. The Company received an aggregate of $141,000 upon the redemption of the Notes.
Previous report
The Securities Purchase Agreement provides that, subject to certain exceptions, until 60 days after the closing of the Offering, neither the Company nor any of its subsidiaries will issue, enter into any agreement to issue or announce the issuance or proposed issuance of any ordinary shares or ordinary share equivalents. The Securities Purchase Agreement also provides that, subject to certain exceptions, for 60 days after the closing of the Offering, the Company will be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of ordinary shares or ordinary share equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement).
Previous report
The Company has agreed to hold an annual or special meeting on or before June 30, 2025, to have shareholders approve the issuance of the ordinary shares underlying the Series B Warrants at the combined effective offering price of $4.25 pursuant to applicable Nasdaq rules.
Previous report
General and Administrative Expenses. General and administrative expenses for the year ended December 31, 2024 decreased to $1.9 million from $2.2 million for the year ended December 31, 2023. The decrease in 2024 is due to expense fluctuations along with efficiencies associated with SurancePlus offerings being recognized during the year, in addition to previous recognition of costs associated with Maxim equity distribution agreement in 2023.
Previous report
***Other investments.***As of December 31, 2024, our other investments decreased to $48,000 from $2.48 million at December 31, 2023. The decrease is due primarily to the fair value changes of our investment in Jet.AI in which the Company has an equity investment measured at fair value as well as proceeds on redemption of Series A-1 Preferred Stock.
Previous report
Other liabilities – EpsilonCat Re and DeltaCat Re Tokenholders. As of December 31, 2024, amounts due to CatRe tokenholders increased to $1.73 million from $1.52 million at December 31, 2023. The increase is due to the proceeds from third-party investors purchasing the EpsilonCat Re participation shares represented by digital tokens (net of management fees), plus seven months of underwriting-relating income that is attributable to third-party tokenholders outweighing returns paid to investors who invested in DeltaCat Re.
Previous report
As of December 31, 2024, 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 current plans to issue debt and expect to fund our operations for the foreseeable future from operating cash flows, as well as from potential future equity offerings, including our ATM facility and registered direct 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.
Reworded paragraphs (28)
Previous wording
In addition to our historical reinsurance business operations, in 2023, our newest subsidiary, SurancePlus, began developing, offering, and selling a tokenized reinsurance security representing fractionalized interests in reinsurance contracts, with each token representing an interest in participating notes issued by Oxbridge Re NS. These efforts culminated in the development, launch, and issuance of our first tokenized reinsurance security, the DeltaCat Re Token, which we believe is the first “on-chain” reinsurance security of its kind to be developed by a subsidiary of a public company. In 2024, we launched EpsilonCat Re and in 2025, we launched ZetaCat Re and EtaCat Re, and we intend to develop, launch, and issue additional series of tokenized reinsurance securities representing fractional interests in reinsurance contracts, and we are also using our tokenization experience and activities as a foundation for developing Web3-focused business offerings and products relating to the tokenization of other RWAs, including RWAs held or being acquired by third parties. Our tokenization business will be conducted through SurancePlus and through other subsidiaries of our 80% owned subsidiary, SurancePlus Holdings Ltd. (“SurancePlus Holdings”), a Cayman Islands exempted company that we have organized to serve as a holding company for subsidiaries that will operate our developing Web3-focused business operations.
Current wording
In addition to our historical reinsurance business operations, in 2023, our subsidiary SurancePlus Inc. (“SurancePlus”) began developing, offering, and selling a tokenized reinsurance security representing fractionalized interests in reinsurance contracts, with each token representing an interest in participating notes issued by Oxbridge Re NS. These efforts culminated in the development, launch, and issuance of our first tokenized reinsurance security, the DeltaCat Re Token, which we believe is the first “on-chain” reinsurance security of its kind to be developed by a subsidiary of a public company. Following the issuance of the DeltaCat Re Token in 2023, we issued EpsilonCat Re token in 2024, issued ZetaCat Re and EtaCat Re in 2025, launched T42:2027 and T20:2027 tokenized reinsurance securities in 2026, representing high yield and balanced yield tokens, and intend to develop, launch, and issue additional series of tokenized reinsurance securities representing fractional interests in reinsurance contracts in the future. We are also using our tokenization experience and activities as a foundation for developing Web3-focused business offerings and products relating to the tokenization of other real-world assets (RWAs), including RWAs held or being acquired by third parties. Our tokenization business will be conducted through SurancePlus and through other subsidiaries of our 80% owned subsidiary, SurancePlus Holdings Ltd. (“SurancePlus Holdings”), a Cayman Islands exempted company that we have organized to serve as a holding company for subsidiaries that will operate our developing Web3-focused business operations.
Previous wording
SurancePlus, an indirect 80% owned subsidiary of the Company, was incorporated as a British Virgin Islands Business Company on December 19, 2022 for the purpose of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.
Current wording
SurancePlus, an indirect 80% owned subsidiary of the Company, was originally incorporated as a British Virgin Islands Business Company on December 19, 2022 for the purpose of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.
Previous wording
On March 18, 2024, Oxbridge Re Holdings Limited and its indirect 80% owned subsidiary SurancePlus Inc. (“SurancePlus”), a British Virgin Islands Business Company, announced the commencement of an offering by SurancePlus of Participation Shares represented by digital tokens to be issued under a 3-year Participation Share Investment Contract (the “PSIC”). The Participation Shares are not shares in SurancePlus and shall have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC. The quantity of Participation Shares to be issued in subsequent years of 2025, and 2026, shall be disclosed prior to their issuances. At the start of the offering, the Participation Shares were offered at an initial price of $10.00 per Participation Share.
Current wording
On March 18, 2024, Oxbridge Re Holdings Limited (the “Company”) and its indirect 80% owned subsidiary SurancePlus Inc. (“SurancePlus”), a British Virgin Islands Business Company, announced the commencement of an offering by SurancePlus of Participation Shares (the “Securities”) represented by digital tokens to be issued under a 3-year Participation Share Investment Contract (the “PSIC”). The Participation Shares are not shares in SurancePlus and shall have no preemptive right or conversion rights. The Participation Shares solely confered contractual rights against SurancePlus as contained in the PSIC. The quantity of Participation Shares to be issued in subsequent years of 2025, and 2026, shall be disclosed prior to their issuances. At the start of the offering, the Participation Shares were offered at an initial price of $10.00 per Participation Share.
Previous wording
On July 12, 2024, SurancePlus completed a private placement. The aggregate amount raised in the Private Placement was $2,878,048 Participation Shares represented by digital tokens issued under a 3-year Participation Share Investment Contract (for the issuance of 287,805 of the Participation Shares represented by the digital tokens, of which approximately $1,469,000 was received from third-party investors and approximately $1,409,000 was received from Oxbridge Re Holdings Limited.
Current wording
On July 12, 2024, SurancePlus completed the Private Placement. The aggregate amount raised in the Private Placement was $2,878,048 Participation Shares (the “Securities”) represented by digital tokens issued under a 3-year Participation Share Investment Contract (for the issuance of 287,808 of the Participation Shares represented by the digital tokens, of which approximately $1,469,000 was received from third-party investors and approximately $1,409,000 was received from Oxbridge Re Holdings Limited.
Previous wording
The Ordinary Shares were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-262590), and offerings of the Ordinary Shares will be made only by means of a prospectus supplement.
Current wording
The Ordinary Shares were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-262590), and offerings of the Ordinary Shares were made only by means of a prospectus supplement.
Previous wording
For the year ended December 31, 2024, we have sold 372,341 ordinary shares under the ATM program for gross proceeds of $1,166,044 at an average price of $3.13 per share. After deducting commissions related to the ATM offering of $34,981, the net proceeds we received from the transactions were $1,131,063. The proceeds from the ATM sales are being used for general corporate purposes.
Current wording
For the year ended December 31, 2025, we have sold 287,915 ordinary shares under the ATM program for gross proceeds of $900,531 at an average price of $3.13 per share. After deducting commissions related to the ATM offering of $27,016, the net proceeds we received from the transactions were $873,515. The proceeds from the ATM sales are being used for general corporate purposes.
Previous wording
The Investor purchased approximately $3.0 million in the Offering, consisting of an aggregate of 705,884 ordinary shares, Series A Warrants to purchase up to an aggregate of 529,413 ordinary shares (the “Series A Warrants”) and Series B Warrants to purchase up to an aggregate of 882,355 ordinary shares (the “Series B Warrants” and together with the Series A Warrants, the “Warrants”). The combined effective Offering price for each ordinary share and the accompanying Warrants was $4.25. The Series A Warrants are immediately exercisable, expire two years from the initial exercise date and have an exercise price of $4.25 per share. The Series B Warrants will be exercisable on the earlier of the date of shareholder approval or six months from the date of issuance, expire five years from the initial exercise date and have an exercise price equal to the lower of (i) $5.00 and (ii) from and after the date the Company receives shareholder approval, $4.25 per share.
Current wording
The Investor purchased approximately $3.0 million in the Offering, consisting of an aggregate of 705,884 ordinary shares, an aggregate of 1,411,768 warrants consisting of Series A Warrants to purchase up to an aggregate of 529,413 ordinary shares (the “Series A Warrants”) and Series B Warrants to purchase up to an aggregate of 882,355 ordinary shares (the “Series B Warrants”) (collectively, the “Warrants”). The combined effective Offering price for each ordinary share and the accompanying Warrants was $4.25. The Series A Warrants were exercisable as of February 24, 2025 with an expiration date of February 24, 2027 and have an exercise price of $4.25 per share. The Series B Warrants were exercisable as of May 8, 2025 with an expiration date of May 8, 2030 and have an exercise price of $4.25 per share.
Previous wording
The net proceeds to the Company from the Offering, after deducting the fees of Maxim Group LLC (the “Placement Agent”) and the Company’s estimated offering expenses, are expected to be approximately $2.7 million.
Current wording
The net proceeds to the Company from the Offering, after deducting the fees of Maxim Group LLC (the “Placement Agent”) and the Company’s estimated offering expenses, were approximately $2.7 million.
Previous wording
The ordinary shares are being offered and sold pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-262590) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective, the base prospectus included therein and the related prospectus supplement. The Warrants were issued in a private placement and were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof as a transaction not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder. The Company has agreed to file a registration statement providing for the resale by the Investors of the ordinary shares issuable upon exercise of the Warrants within 60 days of the date of the Securities Purchase Agreement.
Current wording
The ordinary shares were offered and sold pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-262590) previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective, the base prospectus included therein and the related prospectus supplement. The Warrants were issued in a private placement and were exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof as a transaction not involving a public offering and/or Rule 506 of Regulation D promulgated thereunder.
Previous wording
The Company paid the Placement Agent a cash fee of 6.0% of the gross proceeds from the Offering and reimburse the Placement Agent for its expenses, including the reimbursement of legal fees up to an aggregate of $45,000.
Current wording
The Company paid the Placement Agent a cash fee of 6.0% of the gross proceeds from the Offering and reimbursed the Placement Agent for its expenses, including the reimbursement of legal fees up to an aggregate of $45,000.
Previous wording
During the year ended December 31, 2024, the Company’s subsidiary, SurancePlus, entered into subscription agreements for the sale of EpsilonCat Re Participation Shares representing fractionalized interest in reinsurance contracts underwritten by Oxbridge Re NS. The EpsilonCat Re Tokens were issued on the Avalanche blockchain.
Current wording
During the year ended December 31, 2025, the Company’s subsidiary, SurancePlus, effectively entered into subscription agreements for the sale of ZetaCat Re and EtaCat Re Participation Shares representing fractionalized interest in reinsurance contracts underwritten by Oxbridge Re NS. The ZetaCat Re and EtaCat Re Tokens were issued on the Avalanche blockchain.
Previous wording
SurancePlus receives an incentive, technology, origination and management (“ITOM”) fee to cover costs associated with origination, structuring and the blockchain technology related to the EpsilonCat Re Tokens. These fees are included in SurancePlus fees income line item in the consolidated statement of operations.
Current wording
SurancePlus receives an incentive, technology, origination and management (“ITOM”) fee to cover costs associated with origination, structuring and the blockchain technology related to the ZetaCat Re and EtaCat Re Tokens. These fees are included in SurancePlus fees income line item in the consolidated statement of operations.
Previous wording
**General.**Net loss for the year ended December 31, 2024 was $2.7 million or $0.45 basic and diluted loss per share compared to a net loss of $9.9 million or $1.69 basic and diluted earnings per share for the year ended December 31, 2023. The change is primarily due to the decrease in the negative change in the fair value of other investments during the year ended December 31, 2024, when compared with the prior year.
Current wording
**General.**Net loss for the year ended December 31, 2025 was $2.08 million or $0.28 basic and diluted loss per share compared to a net loss of $2.72 million or $0.45 basic and diluted loss per share for the year ended December 31, 2024. The change is primarily due to the higher overall revenues driven by significant decrease in unrealized loss on other investments, partially offset higher expenses and higher underwriting losses borne by tokenholders during the year ended December 31, 2025, when compared with the prior period.
Previous wording
Net premiums earned for the year ended December 31, 2024 increased to $2.3 million, from $1.26 million for the year ended December 31, 2023. This increase is primarily attributed to the higher rates on contracts as well as the prior period recognizing only seven months of premiums due to the acceleration of premiums on contracts in force during the year ended December 31, 2023. In contrast, the current year ended December 31, 2024 accounted for a full twelve (12) months of premiums.
Current wording
Net premiums earned for the years ended December 31, 2025 and 2024 was $2.3 million.
Previous wording
Losses Incurred. There were no losses incurred for the year ended December 31, 2024 and 2023.
Current wording
Losses Incurred. During the year ending December 31, 2025, two of our reinsurance contracts experienced adverse loss development stemming from Hurricane Milton, and we recognized a full limit loss of $2.3 million on one contract, and a partial loss of $442,000 on the second contract. There were no losses incurred during the year ended December 31, 2024. The net impact of the Hurricane Milton’s loss on the Company’s equity, after accounting for the portion of losses borne by external tokenholders’, is $1.43 million.
Previous wording
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 year ended December 31, 2024 increased to $254,000 from $141,000 for the year ended December 31, 2023. The increases are primarily due to the prior year recognizing only seven (7) months of policy acquisition costs because of premium and acquisition costs acceleration on the reinsurance contracts in force at December 31, 2022. In contrast, the current year ended December 31, 2024 accounted for a full twelve (12) months of policy acquisition costs.
Current wording
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 year ended December 31, 2025 decreased to $252,000 from $254,000 for the year ended December 31, 2024. The decreases are primarily due to the rates on contracts in force during the year ended December 31, 2025, when compared to prior year.
Previous wording
***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. See also the analysis above relating to the growth in premiums assumed.
Current wording
***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. Premiums assumed decreased by $104,000 from $2.37 million to $2.27 million for the year ended December 31, 2025.
Previous wording
***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 remained consistent at 0% for the year ended December 31, 2024 and 2023.
Current wording
***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 increased to 119.9% for the year ended December 31, 2025, from 0% for the year ended December 31, 2024. This was due to the losses recognized on our reinsurance contracts affected by Hurricane Milton.
Previous wording
***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 decreased marginally to 11.0% for the year ended December 31, 2024 from 11.2% in the prior year.
Current wording
***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 unchanged during the year ended December 31, 2025 from 11.0% in the prior year.
Previous wording
***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 decreased from 185.2% for the year ended December 31, 2023 to 94.3 % for the year ended December 31, 2024. The decrease is due to the higher levels of premium earned and lower general administrative expenses incurred during the year ended December 31, 2024.
Current wording
***Expense Ratio.***The expense ratio is the ratio of policy acquisition costs and general and administrative expenses to net premiums earned. We use the expense ratio to measure our operating performance. The expense ratio increased from 94.3% for the year ended December 31, 2024 to 144.2 % for the year ended December 31, 2025. The increases are primarily due to increased professional costs relating to investor relations and our web3 subsidiary marketing and operations, renewed S-3 related costs, increased human resources and personnel costs and legal expenditures during the year ended December 31, 2025, when compared with the prior year.
Previous wording
***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 decreased from 185.2% for the year ended December 31, 2023 to 94.3 % for the year ended December 31, 2024. The decrease is due to the higher levels of premium earned and lower general administrative expenses incurred during the year ended December 31, 2024.
Current wording
***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 94.3% for the year ended December 31, 2024 to 264.1 % for the year ended December 31, 2025. The increase is due to the higher general and administrative expenses and the losses incurred during year ended December 31, 2025, when compared with the prior year.
Previous wording
***Restricted Cash and Cash Equivalents.***As of December 31, 2024, our cash and restricted cash increased by $2.2 million to $5.9 million from $3.7 million as of December 31, 2023. The increase is primarily due to new collateral deposits for treaty year ending May 31, 2025 more than offsetting funds being released from the underlying trusts for treaty year ending May 31, 2024.
Current wording
***Restricted Cash and Cash Equivalents.***As of December 31, 2025, our cash and restricted cash increased by $1.08 million to $6.98 million from $5.89 million as of December 31, 2024. The increase is primarily due to new collateral deposits for treaty year ending May 31, 2026, more than offsetting funds being released from the underlying trusts for loss payments during 2025 relating to Hurricane Milton.
Previous wording
***Investments.***As of December 31, 2024, our equity securities decreased by $567,000 to $113,000, from $680,000 as of December 31, 2023. The decrease is primarily a result of the sale of two of the equity securities and the decrease in value of the equity securities during the year ended December 31, 2024.
Current wording
***Investments.***As of December 31, 2025, our equity securities decreased by $113,000 to $0, from $113,000 as of December 31, 2024. The decrease is primarily a result of the sale of two of the equity securities during the year ended December 31, 2025.
Previous wording
**Unearned Premiums Reserve.**As of December 31, 2024, our unearned premiums reserve increased by $76,000, to $991,000 from $915,000 at December 31, 2024. The increase is due to reinsurance contracts placed for the 2024-2025 treaty year.
Current wording
**Unearned Premiums Reserve.**As of December 31, 2025, our unearned premiums reserve decreased by $65,000, to $926,000 from $991,000 at December 31, 2024. The decrease is due to net recognition of reinsurance premium on contracts in force during the year ended December 31, 2025.
Previous wording
We are organized as a holding company and provide administrative and management services to our subsidiaries, as well as to Oxbridge Acquisition up to the time of its business combination with Jet.AI in August 2023. Our operations are conducted through our reinsurance subsidiaries, Oxbridge Reinsurance Limited and Oxbridge Re NS and our Web3 focused subsidiary, SurancePlus, which includes the underwriting of risks associated with our property and casualty reinsurance programs, as well as the tokenization of RWAs such as reinsurance contracts. 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 (if any). There are restrictions on Oxbridge Reinsurance Limited’s and Oxbridge Re NS’ ability to pay dividends which are described in more detail below.
Current wording
We are organized as a holding company and provide administrative and management services to our subsidiaries. Our operations are conducted through our reinsurance subsidiaries, Oxbridge Reinsurance Limited and Oxbridge Re NS and our web3 focused subsidiary SurancePlus Inc. which underwrites risks associated with our property and casualty reinsurance programs as well as the tokenization of RWAs such as Reinsurance contracts. 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.
Previous wording
Net cash used in operating activities for the year ended December 31, 2023 totaled $1,260, which consisted primarily of cash received on net written premiums less cash disbursed for operating expenses. Net cash used in investing activities of $105 which due mainly to investment in note receivable from Jet.AI. Net cash provided by financing activities was $1,182 which consisted primarily of net proceeds from Delta Cat Re Tokens offset by the partial redemption payment made to noteholders.
Current wording
Net cash used in operating activities for the year ended December 31, 2025 totaled $1,348 which consisted primarily of cash received on net written premiums less cash disbursed for operating expenses. Net cash provided by investing activities was $120 which is consisted of proceeds from sale of equity securities and the purchase of an office vehicle. Net cash provided by financing activities was $2,311 which consisted of net proceeds from issuance of ordinary shares through the Company’s ATM facility and the registered direct offering completed during the period.
Previous wording
Net cash used in operating activities for the year ended December 31, 2024 totaled $1,232, which consisted primarily of cash received on net written premiums less cash disbursed for operating expenses. Net cash provided by investing activities of $780 which is due proceeds from sale of equity securities, as well as proceeds from redemption of investment in note receivable and Series A-1 Preferred Stock from Jet.AI. Net cash provided by financing activities was $2,600 which consisted of net proceeds from EpsilonCat Re and proceeds from the issuance of ordinary shares through the Company’s ATM facility.
Current wording
Net cash used in operating activities for the year ended December 31, 2024 totaled $(284) which consisted primarily of cash received on net written premiums less cash disbursed for operating expenses. Net cash provided by investing activities of $780 which is due proceeds from sale of equity securities, as well as proceeds from redemption of investment in note receivable and Series A-1 Preferred Stock from Jet.AI. Net cash provided by financing activities was $1,652 which consisted of net proceeds from EpsilonCat Re and proceeds from the issuance of ordinary shares through the Company’s ATM facility.
Previous wording
As at December 31, 2024 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.
Current wording
As at December 31, 2025 we had reserves for loss and loss adjustment expenses of $91,000 due to the adverse development of Hurricane Milton on our reinsurance contracts. See Note 7 to the consolidated financial statements.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On July 9, 2025, the Company entered into a new offering agreement (“New Offering Agreement”) with the Sales Agent, pursuant to which the Company could offer and sell, from time to time, through the Sales Agent up to $5 million of the Company’s Ordinary Shares. The expiration date of the New Offering Agreement is the earlier of (i) the issuance and sale of the Ordinary Shares having an aggregate offering price equal to $5 million, or (ii) the termination of the Offering Agreement by either the Sales Agent or the Company, in each such party’s sole discretion, upon the provision of thirty (30) days’ written notice. The Company will pay the Sales Agent a commission equal to 3.0% of the gross proceeds of the Ordinary Shares sold by the Sales Agent pursuant to the New Offering Agreement. The New Offering Agreement replaced our prior sales agreement dated September 30, 2022 with the Sales Agent pursuant to which the Company sold Ordinary Shares having an aggregate sales price of $4.6 million.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Subsequent to December 31, 2024, we have sold 97,715 ordinary shares under the ATM program for gross proceeds of $448,858 at an average price of $4.59 per share. After deducting commissions related to the ATM offering of $13,465, the net proceeds we received from the transactions were $435,393. The proceeds from the ATM sales are being used for general corporate purposes.