Item 1.01 Entry into a Material Definitive
Agreement.
Share Purchase Agreement between Company and OAC Sponsor
Ltd.
On August 16, 2021, Oxbridge Acquisition Corp. (“Oxbridge
Acquisition”), a Cayman Islands special purpose
acquisition company in which Oxbridge Re Holdings Limited (the
“Company”) has an indirect investment through its
wholly-owned licensed reinsurance subsidiary Oxbridge Reinsurance
Limited (“OXRE”), announced the closing of an initial
public offering of units (“Units”). In the
initial public offering, Oxbridge Acquisition sold an aggregate of
11,500,000 Units at a price of $10.00 per unit, resulting in total
gross proceeds of $115,000,000. Each Unit consisted of
one Class A ordinary share and one redeemable warrant, with each
warrant entitling the holder thereof to purchase one Class A
ordinary share of Oxbridge Acquisition at a price of $11.50 per
share.
The initial public offering of Oxbridge Acquisition was sponsored
by OAC Sponsor Ltd. (“Sponsor”). In connection with
Oxbridge Acquisition’s initial public offering, Sponsor
purchased from Oxbridge Acquisition, simultaneous with the closing
of the initial public offering, an aggregate of 4,897,500 warrants
at a price of $1.00 per warrant ($4,897,500 in the aggregate) in a
private placement (the “Private Placement
Warrants”). Each Private Placement Warrant is
exercisable to purchase one Class A ordinary share of Oxbridge
Acquisition at $11.50 per share. In addition, Sponsor
holds 2,875,000 shares of the Class B ordinary shares of Oxbridge
Acquisition, representing 20% of the outstanding shares of Oxbridge
Acquisition (the “Class B Shares”).
In connection with the organization of Sponsor, OXRE placed
approximately 34.7% of the risk capital and owns approximately
49.6% and 63.1% of the ordinary shares and preferred shares,
respectively, of the Sponsor (the “Sponsor Equity
Interest”). The Company’s executive officers and
Oxbridge Acquisition’s directors collectively own an
approximately 29% and 24% of the ordinary shares and preferred
shares, respectively, in Sponsor, and the Company’s executive
officers will be Oxbridge Acquisition’s management team. The
preferred shares of Sponsor are nonvoting shares and generally
entitle the holders thereof to receive the net proceeds, if any,
received by Sponsor from the sale, exchange, or disposition of the
Private Placement Warrants (as defined below) or the shares
issuable upon the exercise thereof, and the ordinary shares of
Sponsor (which are voting shares in Sponsor) will generally be
equivalent to the value of the Class B Shares (as defined below) of
Oxbridge Acquisition held by Sponsor.
On August 11, 2021, OXRE entered into a Share Purchase Agreement
with Sponsor (the “Share Purchase Agreement”) under
which OXRE purchased the Sponsor Equity Interest for an aggregate
purchase price of $2,000,000 (the “Share Purchase
Agreement”). Under the Share Purchase Agreement, OXRE
acquired an aggregate of 1,500,000 ordinary shares and 3,094,999
preferred shares of Sponsor. The preferred shares of Sponsor
generally entitle the holders thereof to receive the net proceeds,
if any, received by Sponsor from the sale, exchange, or disposition
of the Private Placement Warrants or the shares issuable upon the
exercise thereof, and the ordinary shares of Sponsor will generally
be equivalent to the value of the Class B Shares of Oxbridge
Acquisition held by Sponsor. In addition to the foregoing, the
Share Purchase Agreement contains customary representations,
warranties, and covenants.
The foregoing description of the Share Purchase Agreement is
summary in nature and is qualified by reference to the full text of
the Share Purchase Agreement, which will be filed with the
Company’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2021.