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OXBRIDGE RE HOLDINGS Ltd

For the period ended Mar 31, 2025. Filed May 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 12, 2025

OXBR$0.87+13.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-13.

0001493152-24-045109

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

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-12.

0001641172-25-009673

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

The 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 119 previous paragraphs and 114 current paragraphs.

71 unchanged; 32 reworded; 11 added; 16 removed; 0 previous and 0 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 (11)

Current report

On February 24, 2025, the Company and an institutional investor (the “Investor”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) relating to the issuance and sale of ordinary shares of the Company pursuant to a registered direct offering and a private placement of warrants to purchase ordinary shares (collectively, the “Offering”).

Current report

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 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).

Current report

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.

Current report

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 report

The Company held an annual meeting on May 8, 2025, and shareholders approved 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.

Current report

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 report

The acquisition cost ratio remained consistent at 10.9% for the quarter end March 31, 2025 compared with the quarter ended March 31, 2024.

Current report

***Mezannine Equity – EpsilonCat Re and DeltaCat Re Tokenholders.***As of March 31, 2025, amounts due to CatRe tokenholders increased to $1.9 million from $1.73 million at December 31, 2024. The increase is due to the recognition of three months of underwriting-relating income that is attributable to third-party tokenholders.

Current report

***Unearned Premiums Reserve.***As of March 31, 2025, our unearned premiums reserve decreased by $594,000, to $397,000 from $991,000 at December 31, 2024. The decrease is due to change in uneaerned premium reserves for the three month period ended March 31, 2025.
Removed paragraphs (16)

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. 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.

Previous report

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.

Previous report

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.

Previous report

The Company invested the sum of $100,000 in the Notes and was previously recorded as “Loan Receivable” on the consolidated balance sheets at cost. 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

For the three months ended, September 30, 2024, we sold 113,977 ordinary shares under the ATM program for gross proceeds of $342,525 at an average price of $3.00 per share. After deducting commissions related to the ATM offering of $10,275, the net proceeds we received from the transactions were $332,250.

Previous report

Net loss for the nine months ended September 30, 2024 was $2.27 million or ($0.37) per basic or diluted loss per share compared to a net loss of $7.24 million, or ($1.23) per basic and diluted loss per share, for the nine months ended September 2023. The decrease in net loss was primarily the result of the decrease in the change of fair value of equity securities and investments during the nine months ended September 30, 2024 when compared with the prior period.

Previous report

Net premiums earned for the nine months ended September 30, 2024 increased to $1.7 million from $732,000 for the nine months ended September 30, 2023. The increase is due to the reinsurance contracts in force during the quarter ended September 30, 2024, when compared to the prior period.

Previous report

Policy acquisition costs and underwriting expenses for the nine months ended September 30, 2024 increased to $188,000 from $80,000 for the nine-months ended September 30, 2023.

Previous report

General and administrative expenses for the nine months ended September 30, 2024 decreased to $1.5 million, from $1.7 million, for the quarter ended September 30, 2023. The decrease is primarily due to the decrease in offering costs associated with SurancePlus being recognized during the nine-month period ending September 30, 2024 when compared to the prior period.

Previous report

The acquisition cost ratio increased marginally to 11.1% for the three-month period ended September 30, 2024 and 11.0% for the nine-month period ended September 30, 2024, from 10.9% for the three and nine-month period ended September 30, 2023. The increase is primarily to premiums being earned during the periods ending September 30, 2024, when compared with the prior periods.

Previous report

The expense ratio decreased from 244.3% for the nine -month period ended September 30, 2023, to 98.0% for the nine-month period ended September 30, 2024. The decrease is due to the higher levels of premium earned and lower general administrative expenses incurred during the nine-month period ended September 30, 2024, when compared with the prior period.

Previous report

The combined ratio decreased from 244.3% for the nine-month period ended September 30, 2023 to 98.0% for the nine-month period ended September 30, 2024. The decrease is due to the higher levels of premium earned and lower general administrative expenses incurred during the nine-month period ended September 30, 2024, when compared with the prior period

Previous report

Other investments. As of September, 30, 2024, our other investments decreased $1.94 million to $541,000 from $2.48 million at December 31, 2023. The decrease is due to fair value changes of our investment in Jet.AI in which the Company has an equity investment measured at fair value.

Previous report

Other liabilities – Delta Cat Re Tokenholders. As of September 30, 2024, amounts due to Epsilon Cat Re tokenholders decreased by $38,000 to $1.48 million from $1.52 million at December 31, 2023. The decrease is due to returns made to investors who invested in Delta Cat Re tokens outweighing the proceeds from third-party investors purchasing the Epsilon Cat Re participation shares represented by digital tokens (net of management fees), plus four month underwriting-relating income that is attributable to third-party tokenholders.

Previous report

***Unearned Premium Reserve.***As of September 30, 2024, our unearned premium reserve increased by $671,000 to $1,586,000 from $915,000 at December 31, 2023. The increase is due to reinsurance contracts placed for the 2024 2025 treaty year.
Reworded paragraphs (32)

Previous wording

The following is a discussion and analysis of our results of operations for the three and nine-month periods ended September 30, 2024 and 2023 and our financial condition as of September 30, 2024 and December 31, 2023. 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 26, 2024. References to “we,” “us,” “our,” “our company,” or “the Company” refer to Oxbridge Re Holdings Limited and its subsidiaries, Oxbridge Reinsurance Limited, SurancePlus Holdings Ltd., SurancePlus Inc. and Oxbridge Re NS, unless the context dictates otherwise.

Current wording

The following is a discussion and analysis of our results of operations for the three-month periods ended March 31, 2025 and 2024 and our financial condition as of March 31, 2025 and December 31, 2024. 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 26, 2025. References to “we,” “us,” “our,” “our company,” or “the Company” refer to Oxbridge Re Holdings Limited and its subsidiaries, Oxbridge Reinsurance Limited, Oxbridge Re NS, SurancePlus Holdings Ltd., SurancePlus, Inc. and DSN Blockchain Technologies Ltd., unless the context dictates otherwise.

Previous wording

In addition to our historical reinsurance business operations, in 2023, our new subsidiary SurancePlus 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, 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 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.

Current wording

In addition to our historical reinsurance business operations, in 2023, our new subsidiary SurancePlus 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, 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 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 wholly 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 indirectly 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.

Previous wording

On March 18, 2024, Oxbridge Re Holdings Limited (the “Company”) and its indirect 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 confer contractual rights against SurancePlus as contained in the PSIC. At the offering’s commencement, up to one million (1,000,000) Participation Shares will be issued, represented by digital tokens labelled “EpsilonCat Re”. 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 will be offered at an initial price of $10.00 per Participation Share.

Current wording

On March 18, 2024, Oxbridge Re Holdings Limited and its indirectly 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.

Previous wording

The net proceeds from the offer and sale of the Participation Shares were used by SurancePlus to purchase a participating note of Oxbridge Re NS, an affiliated Cayman Islands licensed reinsurance entity, and the proceeds from the sale of such participating note were invested in collateralized reinsurance contracts to be underwritten by Oxbridge Re NS. The holders of the Participation Shares will generally be entitled to proceeds from the payment of the participating notes in the amount of a preferred return equal to the initial Participation Share price, plus 20%, and then 80% of any proceeds in excess of the amount necessary to pay the preferred return.

Current wording

The net proceeds from the offer and sale of the Participation Shares were used by SurancePlus to purchase one or more participating notes of Oxbridge Re NS, an affiliated Cayman Islands licensed reinsurance entity, and the proceeds from the sale of such participating notes will be invested in collateralized reinsurance contracts to be underwritten by Oxbridge Re NS. The holders of the Participation Shares will generally be entitled to proceeds from the payment of the participating notes in the amount of a preferred return equal to the initial Participation Share price, plus 20%, and then 80% of any proceeds in excess of the amount necessary to pay the preferred return.

Previous wording

On July 12, 2024, SurancePlus completed the Private Placement. The aggregate amount raised in the Private Placement was $2,878,078 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.

Current 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.

Previous wording

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.

Current wording

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 wording

The Company’s wholly-owned licensed reinsurance subsidiary, Oxbridge Reinsurance Limited (“Oxbridge Reinsurance”), was the lead investor in Oxbridge Acquisition’s sponsor and holds the equivalent of 2,369,038 of Jet.AI Inc’s common stock (NASDAQ: JTAI).

Current wording

The Company’s wholly-owned licensed reinsurance subsidiary, Oxbridge Reinsurance, was the lead investor in Oxbridge Acquisition’s sponsor, OAC Sponsor Ltd. (“Sponsor”) and previously held the equivalent of 2,369,038 of Jet.AI common stock (NASDAQ: JTAI). During November 2024, Jet.AI initiated a 1:225 reverse stock split, resulting the Company holding 10,549 Jet.AI common stock at December 31, 2024 which were then sold for $63,000 during the period ended March 31, 2025.

Previous wording

The Ordinary Shares were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-262590) (the “Registration Statement”), and offerings of the Ordinary Shares were 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 will be made only by means of a prospectus supplement.

Previous wording

Subsequent to September 30, 2024, and through the date of issuance of these financial statements, we sold an additional 75,703 ordinary shares under the ATM program for gross proceeds of $199,390, at an average price $2.63 per share. After deducting commissions related to the ATM offering of $5,982, the net proceeds we received from the transactions were $193,408. The proceeds from the ATM sales are being used for working capital and other general corporate purposes.

Current wording

For the year ended December 31, 2024, we 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.

Previous wording

During the nine months ended September 30, 2024, we sold 143,895 ordinary shares under the ATM program for gross proceeds of $419,663 at an average price of $2.92 per share. After deducting commissions related to the ATM offering of $12,590, the net proceeds we received from the transactions were $407,073. The proceeds from the ATM sales are being used for working capital and other general corporate purposes.

Current wording

During the period ended March 31, 2025, 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.

Previous wording

During the nine-month period ended September 30, 2024, the Company’s subsidiary, SurancePlus Inc., entered into subscriptions agreements for the sale of its participation Shares represented by the digital, representing fractionalized interest in reinsurance contracts underwritten by Oxbridge Re NS. The tokens were issued on the Avalanche blockchain.

Current 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.

Previous wording

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

Previous wording

The following is our consolidated statement of operations and performance ratios for the three and nine-month periods ended September 30, 2024 and 2023 (dollars in thousands, except per share amounts):

Current wording

The following is our consolidated statement of operations and performance ratios for the three-month periods ended March 31, 2025 and 2024 (dollars in thousands, except per share amounts):

Previous wording

General. Net loss for the quarter ended September 30, 2024 was $540,000, or ($0.09) basic and diluted earnings per share compared to a net loss of $7.3 million, or ($1.24) basic and diluted loss per share, for the quarter ended September 30, 2023. The change is primarily due to the decrease in the negative change in the fair value of equity securities and investments during the quarter ended September 30, 2024 when compared with the prior period.

Current wording

General. Net loss for the quarter ended March 31, 2025 was $139,000, or ($0.02) basic and diluted earnings per share compared to a net loss of $905,000, or ($0.15) basic and diluted earnings per share, for the quarter ended March 31, 2024. The decrease in net loss is primarily due to the positive change in the fair value of equity securities and sale of investments in Jet.AI during the quarter ended March 31, 2025 when compared with the prior period.

Previous wording

Net premiums earned for the quarter ended September 30, 2024 increased to $595,000 from $549,000 for the quarter ended September 30, 2023. The increase is due to the contracts in force in the quarter ended September 30, 2024.

Current wording

Net premiums earned for the quarter ended March 31, 2025 increased to $595,000 from $549,000 for the quarter ended March 31, 2024. The increase is due to the rates on contracts that were in force in the quarter ended March 31, 2025 when compared to the contracts in force in the period-year period.

Previous wording

Losses Incurred. There were no losses incurred during the nine-month periods ending September 30, 2024 and 2023.

Current wording

Losses Incurred. There were no losses incurred during the three-month periods ending March 31, 2025 and 2024.

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 quarter ended September 30, 2024 increased to $66,000 from $60,000 for the quarter ended September 30, 2023. The increase is due to the contracts in force in the quarter ended September 30, 2024.

Current wording

Policy Acquisition Costs. Acquisition costs represent the amortization of the brokerage fees and federal excise taxes incurred on reinsurance contracts placed. Policy acquisition costs for the quarter ended March 31, 2025 increased to $65,000 from $60,000 for the quarter ended March 31, 2024. The increase is due to the rates on contracts in force in the quarter ended March 31, 2025, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.

Previous wording

General and Administrative Expenses. General and administrative expenses for the quarter ended September 30, 2024 decreased to $ 432,000, from $628,000 for the quarter ended September 30, 2023. The decrease is due to the decrease in offering costs associated with SurancePlus being recognized during the three-month period ending September 30, 2024 when compared with the same period last year.

Current wording

General and Administrative Expenses. General and administrative expenses for the quarter ended March 31, 2025 increased to $505,000, from $488,000 for the quarter ended March 31, 2024. The increase is primarily due to the value stock-based compensation incurred during the three-month period ending March 31, 2025 as a result of higher share price on grant date.

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 quarter and nine-month period ended September 30, 2024, compared with the quarter and nine-month period ended September 30, 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 remained consistent at 0% for the quarter end March 31, 2025 compared with the quarter ended March 31, 2024.

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 125.3% for the three-month period ended September 30, 2023, to 83.7% for the three-month period ended September 30, 2024. The decrease is due to the higher levels of premium earned and lower general administrative expenses incurred during the three-month period ended September 30, 2024, when compared with the prior period.

Current 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 marginally from 99.8% for the three-month period ended March 31, 2024 to 95.8% for the three-month period ended March 31, 2025. The decrease is due to higher net premiums earned during the three-month period ended March 31, 2025, when compared with the prior period.

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 125.3% for the three-month period ended September 30, 2023, to 83.7% for the three-month period ended September 30, 2024. The decrease is due to the higher levels of premium earned and lower general administrative expenses incurred during the nine-month period ended September 30, 2024, when compared with the prior period.

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 decreased marginally from 99.8% for the three-month period ended March 31, 2024 to 95.8% for the three-month period ended March 31, 2025. The decrease is due to higher net premiums earned during the three-month period ended March 31, 2025, when compared with the prior period.

Previous wording

**Cash and Cash Equivalents and Restricted Cash and Cash Equivalents.**As of September 30, 2024, our restricted cash and cash equivalents increased by $1.1 million, or 28.9%, to $4.8 million, from $3.7 million as of December 31, 2023. The increase is the result of premium deposits made during the nine months ended September 30, 2024.

Current wording

**Restricted Cash and Cash Equivalents.**As of March 31, 2025, our restricted cash and cash equivalents increased by $3.7 million, or 62.85%, to $9.6 million, from $5.9 million as of December 31, 2024. The increase is the result of premium deposits made during the three months ending March 31, 2025 and the registered direct offering that generated $2.7 million net of expenses.

Previous wording

**Investments.**As of September 30, 2024, our total investments decreased by $495,000 to $185,000, 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 nine-month period ended September 30, 2024.

Current wording

**Investments.**As of March 31, 2025, our total investments increased by $3,000 or 2.65% to $116,000, from $113,000 as of December 31, 2024. The increase is primarily a result of the increase in value of the equity securities during the three-month period ended March 31, 2025.

Previous wording

Notes Payable to Noteholders. As of September 30, 2024, our notes payable remained stable at $118,000.

Current wording

Notes Payable to Noteholders. As of March 31, 2025, our notes payable remained at $118,000 as there were no redemptions during the period.

Previous wording

Our cash flows from operating, investing, and financing activities for the nine-month periods ended September 30, 2024 and 2023 are summarized below.

Current wording

Our cash flows from operating, investing, and financing activities for the three-month periods ended March 31, 2025 and 2024 are summarized below.

Previous wording

Cash Flows for the Nine months ended September 30, 2024 (in thousands)

Current wording

Cash Flows for the Three months ended March 31, 2025 (in thousands)

Previous wording

Net cash used in operating activities for the nine-months ended September 30, 2023 totaled $1,356, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net cash used in investing activities of $105 which was 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 payment made to noteholders.

Current wording

Net cash provided by operating activities for the three months ended March 31, 2025 totaled $272, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net provided by investing activities was $63, which consisted of consideration received on sale of investment in Jet.AI. Net cash used provided financing activities was $3.4 million which consisted of net proceeds from issuance of ordinary shares through the Company’s ATM facility and the registered direct offering completed during the quarter..

Previous wording

Cash Flows for the Nine months ended September 30, 2023 (in thousands)

Current wording

Cash Flows for the Three months ended March 31, 2024 (in thousands)

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2024 totaled $1,248 which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net cash provided by investing activities of $448 which was due to the repayment of the note receivable by Jet.AI and the proceeds from the sale of two of our equity securities. Net cash provided by financing activities was $1,876 which consisted primarily of net proceeds from Epsilon Cat Re participation shares represented by digital tokens offset by the payments made to DeltaCat Re tokenholders.

Current wording

Net cash used in operating activities for the three months ended March 31, 2024 totaled $276, which consisted primarily of cash received net written premiums less cash disbursed for operating expenses. Net provided by investing activities of $448 which was due to the repayment of the note receivable by Jet.AI and the proceeds from the sale of two of our equity securities. Net cash provided by financing activities was $395.

Previous wording

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 Jet.AI is based on the last traded price in an actively traded market. 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.

Current wording

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. 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.

Previous wording

As at September 30, 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 March 31, 2025 we had no reserves for loss and loss adjustment expenses due to no significant events occurring during the period and no reported claims payments penetrating the Company’s reinsurance layers on contracts in force during the current treaty period. See Note 7 to the consolidated financial statements.