oxbr_8k
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 19,
2021
_________________
OXBRIDGE RE HOLDINGS LIMITED
(Exact
Name of Registrant as Specified in Charter)
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Cayman Islands
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001-36346
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98-1150254
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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Suite 201,
42 Edward Street, Georgetown
P.O. Box 469
Grand Cayman, Cayman Islands
(Address
of Principal Executive Office)
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KY1-9006
(Zip
Code)
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Registrant’s
telephone number, including area code: (345) 749-7570
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______________________________________________________________________________
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[__]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[__]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[__]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[__]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class:
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Trading symbol
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Name of each exchange on which registered
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Ordinary Shares (par value $0.001)
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OXBR
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The Nasdaq Stock Market LLC
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Warrants to Purchase Ordinary Shares
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OXBRW
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The Nasdaq Stock Market LLC(The Nasdaq Capital Market)
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17
CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of
1934 (17 CFR §240.12b-2).
Emerging growth company [__]
If an emerging growth company, indicate by check mark if registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
[__]
Item 7.01 Regulation FD Disclosure.
On July 19, 2021, Oxbridge Re Holdings Limited (or the
“Company”) issued a press release announcing that
Oxbridge Acquisition Corp. (“Oxbridge Acquisition”), a
Cayman Islands special purpose acquisition company in
which the Company’s wholly owned licensed reinsurance
subsidiary, Oxbridge Reinsurance Limited, has an indirect
investment, filed a Registration Statement on Form
S-1 (the "Registration Statement") with the Securities and
Exchange Commission ("SEC") on July 19, 2021, in connection with a
proposed initial public offering of its units. Oxbridge Acquisition
intends to concentrate its efforts for a target in the disruptive
technology market, with a particular focus in the insurance
technology (InsurTech), blockchain and artificial intelligence
technology sectors.
A registration statement relating to the securities of Oxbridge
Acquisition has been filed with the Securities and Exchange
Commission but has not yet become effective. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. When
available, copies of the prospectus related to the proposed initial
offering by Oxbridge Acquisition may be obtained for free by
visiting Edgar on the SEC's website at www.sec.gov or
from Maxim Group LLC, 405 Lexington Avenue, 2nd Floor,
New York, NY 10174, at (212) 895-3745.
This Current Report on Form 8-K and the press release attached
hereto as Exhibit 99.1 are being furnished to the Securities and
Exchange Commission under Item 7.01 of Form 8-K in satisfaction of
the public disclosure requirements of Regulation FD and shall not
be deemed "filed" for any purpose.
Item 9.01 Financial Statements and Exhibits.
See the
Exhibit Index set forth below for a list of exhibits included with
this Form 8-K.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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OXBRIDGE
RE HOLDINGS LIMITED
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Date: July 19,
2021
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By:
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/s/ Wrendon
Timothy
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Wrendon
Timothy
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Chief Financial
Officer and Secretary
(Principal
Financial Officer and
Principal
Accounting Officer)
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A signed original of this Form 8-K has been provided to Oxbridge Re
Holdings Limited and will be retained by Oxbridge Re Holdings
Limited and furnished to the Securities and Exchange Commission or
its staff upon request.
EXHIBIT
INDEX
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Exhibit No.
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Description
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Press
Release, dated July 19, 2021
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