OXBRIDGE RE HOLDINGS Ltd
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
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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.
Jun 30, 2025 · Filed Aug 14, 2025
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-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 OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-023960
Item 2. 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 114 previous paragraphs and 118 current paragraphs.
85 unchanged; 23 reworded; 7 added; 6 removed; 0 previous and 3 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 (7)
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 have no preemptive right or conversion rights. The Participation Shares solely conferred contractual rights against SurancePlus as contained in the PSIC.
Current report
Net loss for the six-months ended June 30, 2025 was $2.01 million, or ($0.28) basic and diluted loss per share compared to a net loss of $1.73 million, or ($0.29) basic and diluted loss per share, for the six months ended June 30, 2024. The increase in net loss is primarily due to the recording of full limit loss on one of the reinsurance contracts during the quarter ended June 30, 2025 when compared with the prior period.
Current report
Losses Incurred. During the three-month period ending June 30, 2025, one of our reinsurance contracts experienced adverse loss development stemming from Hurricane Milton, and we recognized a full limit loss of $2.3 million. There were no losses incurred during the three month period ending June 30, 2024.
Current report
During the six-month period ending June 30, 2025, one of our reinsurance contracts experienced adverse loss development stemming from Hurricane Milton, and we recognized a full limit loss of $2.3 million. There were no losses incurred during the six-month period ending June 30, 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 $1.18 million.
Current report
General and Administrative Expenses. General and administrative expenses for the quarter ended June 30, 2025 increased to $1.3 million from $566,000 for the quarter ended June 30, 2024. The increase is primarily due to increased professional costs relating to investor relations, our web3 subsidiary tokenization costs, renewed S-3 related costs, increased human resources and personnel costs and legal expenditures.
Current report
General and administrative expenses for the six months ended June 30, 2025 increased to $1.8 million , from $1.1 million for the six months ended June 30, 2024. The increase is primarily due to increased professional costs relating to investor relations, our web3 subsidiary tokenization costs, renewed S-3 related costs, increased human resources and personnel costs and legal expenditures.
Current report
During the quarter and six months ended June 30, 2025, the attachment layer reinsured by the Company under one of its contract was penetrated as a result of adverse loss development from Hurricane Milton. As a result, at June 30, 2025, the Company has recorded a reserve for losses and LAE of $175,000 based on the contractual maximum loss ($2,293) the Company can suffer under of the contracts, less advanced payments made during the quarter and six months ended June 30, 2025 relating to loss suffered by Hurricane Milton. 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 $1.18 million.
Removed paragraphs (6)
Previous report
Oxbridge Acquisition Corp.
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
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 report
Losses Incurred. There were no losses incurred during the three-month periods ending March 31, 2025 and 2024.
Previous report
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 report
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.
Reworded paragraphs (23)
Previous 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.
Current wording
The following is a discussion and analysis of our results of operations for the three-and six-month periods ended June 30, 2025 and 2024 and our financial condition as of June 30, 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
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 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
Subsequent to June 30, 2025, we have sold 50,000 ordinary shares under the ATM program for gross proceeds of $117,778 at an average price of $2.36 per share. After deducting commissions related to the ATM offering of $3,533, the net proceeds we received from the transactions were $114,245. The proceeds from the ATM sales are being used for general corporate purposes.
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 six-month period June 30, 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
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):
Current wording
The following is our consolidated statement of operations and performance ratios for the three- and six-month periods ended June 30, 2025 and 2024 (dollars in thousands, except per share amounts):
Previous 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.
Current wording
General. Net loss for the quarter ended June 30, 2025 was $1.87 million, or ($0.25) basic and diluted loss per share compared to a net loss of $821,000, or ($0.14) basic and diluted loss per share, for the quarter ended June 30, 2024. The increase in net loss is primarily due to the recording of full limit loss on one of the reinsurance contracts during the quarter ended June 30, 2025 when compared with the prior period.
Previous 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.
Current wording
Net premiums earned for the quarter ended June 30, 2025 increased to $582,000 from $564,000 for the quarter ended June 30, 2024. The increase is due to the rates on contracts that were in force in the quarter ended June 30, 2025 when compared to the contracts in force in the prior-year period.
Previous 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.
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 June 30, 2025 increased to $64,000 from $62,000 for the quarter ended June 30, 2024. The increase is due to the rates on contracts in force in the quarter ended June 30, 2025, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.
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 end March 31, 2025 compared with the quarter ended March 31, 2024.
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 394% and 194.8% for the quarter and six-month periods ended June 30, 2025, when compared with the prior comparative periods. This was due to the full limit loss on one of our reinsurance contracts affected by Hurricane Milton.
Previous wording
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 wording
The acquisition cost ratio remained consistent at 11.0% for the quarter end and six-month periods ended June 30, 2025 compared with the quarter and six-month periods ended June 30, 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 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.
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. For the three-month period ended June 30, 2025, the expense ratio increased to 227%, from 111.3% for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, the expense ratio increased to 160.7%, from 105.7% for the six-month period ended June 30, 2024. 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 quarter ended June 30, 2025, when compared with the prior comparable periods.
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 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.
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. For the three-month period ended June 30, 2025, the combined ratio increased to 621%, from 111.3% for the three-month period ended June 30, 2024. For the six-month period ended June 30, 2025, the combined ratio increased to 355.5%, from 105.7% for the six-month period ended June 30, 2024.. The increase is due to higher general and administrative expenses and the losses incurred during the three-month and six-month periods ended June 30, 2025, when compared with the prior comparable periods.
Previous 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.
Current wording
**Restricted Cash and Cash Equivalents.**As of June 30, 2025, our restricted cash and cash equivalents increased by $760,000 or 12.90%, to $6.7 million, from $5.9 million as of December 31, 2024. The increase is the net result of premium deposits made during the six-months ending June 30, 2025, the registered direct offering that generated $2.7 million net of expenses, and payment of Hurricane Milton losses and general administrative expenses.
Previous 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.
Current wording
**Investments.**As of June 30, 2025, our total investments decreased by $9,000 or 7.96% to $104,000, from $113,000 as of December 31, 2024. The decrease is primarily a result of the decrease in value of the equity securities during the six-month period ended June 30, 2025.
Previous wording
***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 wording
Mezannine Equity – EpsilonCat Re / DeltaCat Re / ZetaCat Re and EtaCat Re Tokenholders. As of June 30, 2025, amounts due to CatRe tokenholders decreased to $1.2 million from $1.73 million at December 31, 2024. The decrease is due to the tokenholders share in the limit loss experienced on one of our reinsurance contracts affected by Hurricane Milton.
Previous wording
***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.
Current wording
***Unearned Premiums Reserve.***As of June 30, 2025, our unearned premiums reserve increased by $1.04 million, to $2.03 million from $991,000 at December 31, 2024. The increase is due to the new reinsurance contracts placed for the 2025 2026 treaty year.
Previous wording
As of March 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 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.
Current wording
As of June 30, 2025, we believe we had sufficient cash flows from operations to meet our liquidity requirements in the short term. We expect that our operational needs for liquidity will be met by cash, investment income, sales under our existing ATM facilities 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 current and 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.
Previous wording
Our cash flows from operating, investing, and financing activities for the three-month periods ended March 31, 2025 and 2024 are summarized below.
Current wording
Our cash flows from operating, investing, and financing activities for the six-month periods ended June 30, 2025 and 2024 are summarized below.
Previous wording
Cash Flows for the Three months ended March 31, 2025 (in thousands)
Current wording
Cash Flows for the Six months ended June 30, 2025 (in thousands)
Previous 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..
Current wording
Net cash used in operating activities for the six months ended June 30, 2025 totaled$1,899, 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 provided by financing activities was $2,596 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
Cash Flows for the Three months ended March 31, 2024 (in thousands)
Current wording
Cash Flows for the Six months ended June 30, 2024 (in thousands)
Previous 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.
Current wording
Net cash used in operating activities for the six months ended June 30, 2024 totaled $311, 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 $103 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.
Rearranged current paragraphs (3)
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.
Current report — wording carried from elsewhere
Net premiums earned for the six-months ended June 30, 2025 increased to $1.18 million from $1.11 million for the quarter ended June 30, 2024. The increase is due to the rates on contracts that were in force in the quarter ended June 30, 2025 when compared to the contracts in force in the prior-year period.
Current report — wording carried from elsewhere
Policy acquisition costs for the six months ended June 30, 2025 increased from $122,000 to $129,000 for the six-moths ended June 30, 2025. The increase is due to the rates on contracts in force in the quarter ended June 30, 2025, and the resulting acquisition costs, when compared to the rates on contracts in the prior-year period.