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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year Ended December 31, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
The Transition Period From ________ To ________

 Commission
File Number 1-36346

 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 98-1150254

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Suite

 Edward Street

 P.O.
 Box 469

 Grand
 Cayman, Cayman Islands

 KY1-9006

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: (345) 749-7570

 Securities
Registered Pursuant to Section 12(b) of the Exchange Act:

 Title
 of Each Class

 Trading
 Symbols

 Name
 of Each Exchange on Which Registered

 Ordinary
 Shares, par value $0.001 (USD) per share

 OXBR

 The
 NASDAQ Capital Market

 Warrants

 OXBRW

 The
 NASDAQ Capital Market

 Securities
Registered Pursuant to Section 12(g) of the Exchange Act: None

by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company",
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 Filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting common equity held by non-affiliates of the registrant was $ 10,013,951
(based upon the quoted closing sale price per
share of the registrant's ordinary shares on The NASDAQ Capital Market) on the last business day of the registrant's most
recently completed second fiscal quarter (June 30, 2023). For purposes of this calculation, the registrant has assumed that its directors
and executive officers as of June 30, 2023 were affiliates.

 As
of March 26, 2024, 5,870,234 ordinary shares, par value $0.001 (USD) per share, were outstanding.

 Documents
Incorporated by Reference:

 Information
required by Part III is incorporated by reference from registrant's Proxy Statement for its 2024 annual meeting of stockholders
or an amendment to this Annual Report on Form 10-K, which will be filed with the Securities and Exchange Commission within 120 days after
the end of its fiscal year ended December 31, 2023.

to Annual Report on Form 10-K

 Year
Ended December 31, 2023

 Page

 CAUTIONARY STATEMENTS FOR FORWARD-LOOKING INFORMATION

 PART I.

 ITEM
 1.

 BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM
 1C.

 CYBERSECURITY

 ITEM
 2.

 PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES

 PART II.

 ITEM
 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 [RESERVED]

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 PART III.

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 PART IV.

 ITEM
 15.

 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 FORM 10-K SUMMARY

 INDEX TO EXHIBITS

 SIGNATURES

 SPECIAL
NOTE ABOUT FORWARD-LOOKING STATEMENTS

 Unless
the context dictates otherwise, references to "we," "us," "our," "our company," or
"the Company" in this Annual Report on Form 10-K refer to Oxbridge Re Holdings Limited and its wholly-owned
subsidiaries, Oxbridge Reinsurance Limited, SurancePlus Holdings Ltd., Oxbridge Re NS, SurancePlus Inc.
and DSN Blockchain Technologies Ltd.

 All
statements in this Annual Report on Form 10-K, including in the section entitled " Management's Discussion and Analysis
of Financial Condition and Results of Operations " (refer to Part I, Item 7 of this Annual Report on Form 10-K), other than
statements of historical fact, including estimates, projections, statements relating to our business plans, objectives and expected operating
results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements generally are identified by the words
such as "believe," "project," "predict," "expect," "anticipate," "estimate,"
"intend," "plan," "may," "should," "will," "would," "will
be," "will continue," "will likely result," and similar expressions. Forward-looking statements are based
on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially
from our historical results and the forward-looking statements and you should not place undue reliance on the forward-looking statements.
A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking
statements is included in the section entitled " Risk Factors " (refer to Part I, Item 1A, of this Annual Report on
Form 10-K). We undertake no obligation, other than imposed by law, to publicly update or revise any forward-looking statements, whether
as a result of new information, future events, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking
statements which speak only to the dates on which they were made.

 PART
I

 ITEM
1 BUSINESS

 Overview

 We are a Cayman Islands specialty
property and casualty reinsurer that provides reinsurance solutions through our reinsurance subsidiaries, Oxbridge Reinsurance Limited
and Oxbridge Re NS. We focus on underwriting fully collateralized reinsurance contracts primarily for property and casualty insurance
companies in the Gulf Coast region of the United States, with an emphasis on Florida. We specialize in underwriting medium frequency,
high severity risks, where we believe sufficient data exists to analyze effectively the risk/return profile of reinsurance contracts.
Oxbridge Re NS functions as a reinsurance sidecar which increases the underwriting capacity of Oxbridge Reinsurance Limited. Oxbridge
Re NS issues participating notes to third party investors, the proceeds of which are utilized to collateralize Oxbridge Reinsurance Limited's
reinsurance obligations.

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

 In our historical reinsurance business operations, we
underwrite reinsurance contracts on a selective and opportunistic basis as opportunities arise based on our goal of achieving favorable
long-term returns on equity for our shareholders. Our goal is to achieve long-term growth in book value per share by writing business
that generates attractive underwriting profits relative to the risk we bear. Additionally, we intend to complement our underwriting profits
with investment profits on an opportunistic basis. Our underwriting business focus is on fully collateralized reinsurance contracts for
property catastrophes, primarily in the Gulf Coast region of the United States. Within that market and risk category, we attempt to select
the most economically attractive opportunities across a variety of property and casualty insurers. As we attempt to grow our capital
base, we expect that we will consider growth opportunities in other geographic areas and risk categories.

 Our
level of profitability in our reinsurance business operations is primarily determined by how adequately our premiums assumed and
investment income cover our costs and expenses, which consist primarily of acquisition costs and other underwriting expenses, claim
payments and general and administrative expenses. One factor leading to variation in our operational results is the timing and
magnitude of any follow-on offerings we undertake (if any), and issuance of participating notes to investors as we are able to
deploy new capital to collateralize new reinsurance treaties and consequently, earn additional premium revenue. In addition, our
results of operations may be seasonal in that hurricanes and other tropical storms typically occur during the period from June 1
through November 30. Further, our results of operations may be subject to significant variations due to factors affecting the
property and casualty insurance industry in general, which include competition, legislation, regulation, general economic
conditions, judicial trends, and fluctuations in interest rates and other changes in the investment environment.

 Because
we employ an opportunistic underwriting and investment philosophy, period-to-period comparisons of our underwriting results may not be
meaningful. In addition, our historical investment results may not necessarily be indicative of future performance. Due to the nature
of our reinsurance and investment strategies, our operating results will likely fluctuate from period to period.

 Organizational
Chart

 Other
Developments

 Formation
of SurancePlus

Inc., an indirect wholly-owned subsidiary of Oxbridge Re Holdings Limited, was incorporated as a British Virgin Islands Business Company
on December 19, 2022 for the purposes of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge
Re NS.

 On
March 27, 2023, we, through SurancePlus, issued a press release announcing the commencement of an offering by SurancePlus of up to $5.0
million of DeltaCat Re Tokens ("Tokens") with a purchase price of $10.00 per Token and representing one share of Series DeltaCat
Re Preferred Shares per Token (the "Private Placement").

 On
June 27, 2023, SurancePlus completed the Private Placement. The aggregate amount raised in the Private Placement was $2,447,760 for
the issuance of 244,776 Tokens, of which approximately $1,280,000 was received from third-party investors and approximately
$1,167,000 was received from Oxbridge Re Holdings Limited.

 On
September 11, 2023, the DeltaCat Re tokens were reclassified as tokenized interests carrying rights equivalent to the DeltaCat Re Preferred
Shares in accordance with the provisions of the British Virgin Islands law.

 Oxbridge Acquisition Corp.

 On February 28, 2023, the Company announced in a press release that Oxbridge
Acquisition Corp. ("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"). 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.

 The
Company's wholly-owned licensed reinsurance subsidiary, Oxbridge Reinsurance Limited ("Oxbridge Reinsurance"), was
the lead investor in Oxbridge Acquisition's sponsor and currently indirectly holds the equivalent of 1,423,827 of Jet. AI
common stock (NASDAQ: JTAI), 3,094,999 of Jet. AI public warrants (NASDAQ: JTAIW) and 285 of Jet. AI Series A-1 Convertible Preferred
Stock with purchase price of $285,000.

 Bridge
Loan with Affiliate

 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.

 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.

 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.

 The
Company invested the sum of $100,000 in the Notes and is 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 receive an aggregate of $140,000 upon the redemption of the Notes.

 Our
Business Strategy

 Our
goal is to achieve attractive risk-adjusted returns for our shareholders through the prudent management of underwriting and investments
risks relative to our capital base. To achieve this objective, the following are the principal elements of our business strategy.

 Maintain
 a Commitment to Disciplined Underwriting. We employ a disciplined and data-driven underwriting approach to select a diversified
 portfolio of risks that we believe will generate an attractive return to our shareholders over the long term. Neither our underwriting
 nor our investment strategies are designed to generate smooth or predictable quarterly earnings, but rather to optimize growth in
 book value per share over the long term.

 Focus
 on Risk Management. We treat risk management as an integral part of our underwriting and business management processes. All
 of our reinsurance contracts contain loss limitation provisions that limit our losses to the value of the assets collateralizing
 our reinsurance contracts.

 Deployment
 of Capital. In order to eliminate the possibility of complete losses, we intend to place only a portion of our total capital
 at risk in any single year. This means that we expect lower returns than some of our competitors in years where there are lower than
 average catastrophe losses but that our capital will not be completely eroded in the event of multiple large losses.

 Take
 Advantage of Market Opportunities. Although our business is initially focused on catastrophe coverage for Gulf Coast insurers
 we intend to continuously evaluate various market opportunities in which our business may be strategically or financially expanded
 or enhanced in the future. Such opportunities could take the form of investing into related party special purpose acquisition companies,
 further diversifying our business into other geographic or market areas, which could include quota share reinsurance contracts, joint
 ventures, renewal rights transactions, corporate acquisitions of other insurers or reinsurers, spinoffs, mergers or the formation
 of insurance or reinsurance platforms in new markets.

 Develop and Pursue Additional Tokenization Business
 Opportunities. Through SurancePlus Holdings and our Web3-focused subsidiaries, we intend to leverage our experience and knowledge
 with the tokenization of RWAs (including the initial DeltaCat Re Token) to develop other Web3-focused business offerings and products
 relating to the tokenization of RWAs, including RWAs held or being acquired by third parties.

 We
 believe the environment in the reinsurance and insurance markets will continue to produce opportunities for us, either through organic
 expansion, through acquisitions, or a combination of both.

 The
Reinsurance Industry

 Reinsurance
is an arrangement in which an insurance company, referred to as the reinsurer, agrees to assume from another insurance company, referred
to as the ceding company or cedant, all or a portion of the insurance risks that the ceding company has underwritten under one or more
insurance contracts. In return, the reinsurer receives a premium for the insured risks that it assumes from the ceding company, although
reinsurance does not discharge the ceding company from its liabilities to policyholders. It is standard industry practice for primary
insurers to reinsure portions of their insurance risks with other insurance companies under reinsurance agreements or contracts. This
permits primary insurers to underwrite policies in amounts larger than the risks they are willing to retain. Reinsurance is generally
designed to:

 Reduce
 the ceding company's net liability on individual risks, thereby assisting it in managing its risk profile and increasing its
 capacity to underwrite business as well as increasing the limit to which it can underwrite on a single risk;

 assist
 the ceding company in meeting applicable regulatory and rating agency capital requirements;

 assist
 the ceding company in reducing the short-term financial impact of sales and other acquisition costs; and

 enhance
 the ceding company's financial strength and statutory capital.

 When
reinsurance companies purchase reinsurance to cover their own risks assumed from ceding companies, this is known as retrocessional reinsurance.
Reinsurance or retrocessional reinsurance can benefit a ceding company or reinsuring company, referred to herein as a "retrocedant,"
as applicable, in various ways, such as by reducing exposure to individual risks and by providing catastrophe protection from larger
or multiple losses. Like ceding companies, retrocedants can use retrocessional reinsurance to manage their overall risk profile or to
create additional underwriting capacity, allowing them to accept larger risks or to write more business than would otherwise be possible,
absent an increase in their capital or surplus.

 Reinsurance
contracts do not discharge ceding companies from their obligations to policyholders. Ceding companies therefore generally require their
reinsurers to have, and to maintain, either a strong financial strength rating or security, in the form of collateral, as assurance that
their claims will be paid.

 Insurers
generally purchase multiple tranches of reinsurance protection above an initial retention elected by the insurer. The amount of reinsurance
protection purchased by an insurer is typically determined by the insurer through both quantitative and qualitative methods. In the event
of losses, the amount of loss that exceeds the amount of reinsurance protection purchased is retained by the insurer.

 As
a program is constructed from the ground up, each tranche added generally has a lower probability of loss than the prior tranche and
therefore is generally subject to a lower reinsurance premium charged for the reinsurance protection purchased. Insurer catastrophe programs
are typically supported by multiple reinsurers per program.

 Reinsurance
brokers play an important role in the reinsurance market. Brokers are intermediaries that assist the ceding company in structuring a
particular reinsurance program and in negotiating and placing risks with third-party reinsurers. In this capacity, the broker is selected
and retained by the ceding company on a contract-by-contract basis, rather than by the reinsurer. Though brokers are not parties to reinsurance
contracts, reinsurers generally receive premium payments from brokers rather than ceding companies, and reinsurers that do not provide
collateralized reinsurance are frequently required to pay amounts owed on claims under their policies to brokers. These brokers, in turn,
pay these amounts to the ceding companies that have reinsured a portion of their liabilities with reinsurers.

 Types
of Reinsurance Contracts

reinsurance products are often written in the form of treaty reinsurance contracts, which are contractual arrangements that provide for
the automatic reinsurance of a type or category of risk underwritten. Treaty reinsurance premiums, which are typically due in installments,
are a function of the number and type of contracts written, as well as prevailing market prices. The timing of premiums written varies
by line of business. The majority of property catastrophe business is written at the January and June annual renewal periods, depending
on the type and location of the risks covered. Most hurricane and wind-storm coverage, particularly in the Gulf Coast region of the United
States, is written at the June annual renewal periods.

catastrophe reinsurance contracts are typically "all risk" in nature, providing protection to the ceding company against
losses from hurricanes and other natural and man-made catastrophes such as floods, earthquakes, tornadoes, storms and fires, referred
to herein collectively as "perils." The predominant exposures covered by these contracts are losses stemming from property
damage and business interruption resulting from a covered peril. Coverage can also vary from "all natural" perils, which
is the most expansive form, to more limited types such as windstorm-only coverage.

catastrophe reinsurance contracts are typically written on an "excess-of-loss" basis, which provides coverage to the ceding
company when aggregate claims and claim expenses from a single occurrence for a covered peril exceed an amount that is specified in a
particular contract. The coverage provided under excess-of-loss reinsurance contracts may be on a worldwide basis or may be limited in
scope to specific regions or geographical areas. Under these contracts, protection is provided to an insurer for a portion of the total
losses in excess of a specified loss amount, up to a maximum amount per loss specified in the contract.

 Excess-of-loss
contracts are typically written on a losses-occurring basis, which means that they cover losses that occur during the contract term,
regardless of when the underlying policies came into force. Premiums from excess-of-loss contracts are earned rateably over the contract
term, which is ordinarily 12 months. Most excess-of-loss contracts provide for a reinstatement of coverage following a covered loss event
in return for an additional premium.

 The
Florida Property and Casualty Insurance Market

Overview

 Florida's
property and casualty insurance market has undergone significant changes in the past few decades. This market, which was formerly dominated
by large, national, multi-line insurance companies, now includes Citizens Property Insurance Corporation ("Citizens"), a
state-sponsored insurance company created by the Florida Legislature; Florida-based insurance companies that focus primarily on writing
property insurance policies in the state of Florida; and Florida-based subsidiaries of national insurance companies that focus on writing
property insurance policies in the state of Florida. While these four types of companies participate in the market at varying levels,
Citizens and the Florida-based insurance companies are now the dominant market participants. Within the private market, which excludes
Citizens, there is a strong dependence on small insurance companies, which have limited capitalization and a limited ability to diversify.

 While
the Florida property and casualty insurance market faces various challenges, the primary challenge is the potential for exposure to catastrophic
windstorms. According to the Report, the state of Florida has:

 more
 than $1.8 trillion in insured residential property exposure;

 more
 than $4 billion in expected average annual losses due to windstorms (with respect to residential and commercial residential properties
 only); and

 nearly
 $60 billion in 1-in-100 probable maximum losses due to windstorms (with respect to residential and commercial residential properties
 only).

 According
to the National Oceanic and Atmosphere Administration ("NOAA") Technical Memorandum NWS NHC-6, entitled "The Deadliest, Costliest, and Most Intense United States Tropical Cyclones from
1851 to 2010 (and Other Frequently Requested Hurricane Facts) (the "NOAA Memorandum"), "forty percent of all U.S.
hurricanes and major hurricanes were in Florida," and "sixty percent of category 4 or higher hurricane strikes have occurred
in either Florida or Texas." The NOAA Memorandum also indicates that, between 1851 and 2010, there were 114 hurricane strikes and
37 major hurricanes in Florida. (For these purposes, a "major hurricane" is a category 3, 4, or 5 hurricane.)

 Our
Reinsurance Contracts and Products

 We
write primarily property catastrophe reinsurance. We currently expect that substantially all of the reinsurance products we write in
the foreseeable future will be in the form of treaty reinsurance contracts. When we write treaty reinsurance contracts, we do not evaluate
separately each of the individual risks assumed under the contracts and are therefore largely dependent on the individual underwriting
decisions made by the cedant. Accordingly, as part of our initial review and renewal process, we carefully review and analyze the cedant's
risk management and underwriting practices in evaluating whether to provide treaty reinsurance and in appropriately pricing the treaty.

 Our
portfolio of business continues to be characterized by relatively large transactions with a relatively few number of cedants. We anticipate
that our business will continue to be characterized by a relatively small number of reinsurance contracts for the foreseeable future.

 Our
contracts are written on an excess-of-loss basis, generally with a per-event cap. We generally receive the premium for the risk assumed
and indemnify the cedant against all or a specified portion of losses and expenses in excess of a specified dollar or percentage amount.
Our contracts are generally both single-year or multi-year contracts and our policy years generally commence on June 1 of each year and
end on May 31 of the following year.

 The
bulk of our portfolio of risks is assumed pursuant to traditional reinsurance contracts. However, from time to time we take underwriting
risk by purchasing a catastrophe-linked bond, or via a transaction booked as an industry loss warranty (as described below) or an indemnity
swap. An indemnity swap is an agreement which provides for the exchange between two parties of different portfolios of catastrophe exposure
with similar expected loss characteristics (for example, U.S. earthquake exposure for Asian earthquake exposure).

 We
believe our most attractive near-term opportunity is in property catastrophe reinsurance coverage for insurance companies. In addition
to seeking profitable pricing, we manage our risks with contractual limits on our exposure. Property catastrophe reinsurance contracts
are typically "all risk" in nature, meaning that they protect against losses from earthquakes and hurricanes, as well as
other natural and man-made catastrophes such as tornados, fires, winter storms, and floods (where the contract specifically provides
for such coverage). Losses on these contracts typically stem from direct property damage and business interruption. We generally write
property catastrophe reinsurance on an excess-of-loss basis. These contracts typically cover only specific regions or geographical areas.

 We
are not licensed or admitted as an insurer in any jurisdiction other than the Cayman Islands. In addition, we do not have a financial
rating and do not expect to have one in the near future. Many jurisdictions such as the United States do not permit clients to take credit
for reinsurance on their statutory financial statements if such reinsurance is obtained from unlicensed or non-admitted insurers without
appropriate collateral. As a result, we anticipate that all of our clients will require us to fully collateralize the reinsurance contracts
we bind with them. Each of our contracts are fully collateralized and separately structured, with our liability being limited to the
value of the assets held in the trust. We are generally not required to top-up the value of the assets held as collateral in respect
of a particular reinsurance agreement, unless such collateral is subject to market risk. For each reinsurance agreement, a reinsurance
trust is established in favor of the cedant, and the trustee of the reinsurance trust is a large bank that is agreed upon by our company
and the cedant.

 The
premium for the contract is ordinarily deposited into the trust, together with additional capital from our company, up to the coverage
limit. Each reinsurance contract contains express limited recourse language to the effect that the liabilities of the relevant reinsurance
contract are limited to the realizable value of the collateral held in respect of that contract. Upon the expiration of the reinsurance
contract, the assets of the trust net of insured losses and other expenses are transferred to our company.

 Underwriting

 Most
of our reinsurance contracts have other reinsurers participating as lead underwriters, and these lead underwriters generally set the
premium for the risk. We follow the premium pricing of the lead underwriters in most cases subject to the guidance of the Underwriting
Committee of our Board of Directors. Each quarter, our Board of Directors will set parameters for the maximum level of capital to be
deployed for the quarter and the expected premium and risk profile that each of our contracts must meet.

 Our
reinsurance portfolio of business continues to be characterized by relatively large transactions with a relatively few number of cedants
and anticipate that our reinsurance entities business will continue to be characterized by a relatively small number of reinsurance contracts
for the foreseeable future.

 The
bulk of our portfolio of risks is assumed pursuant to traditional reinsurance contracts. However, from time to time we take underwriting
risk by purchasing a catastrophe-linked bond, or via a transaction booked as an industry loss warranty (as described below) or an indemnity
swap. An indemnity swap is an agreement which provides for the exchange between two parties of different portfolios of catastrophe exposure
with similar expected loss characteristics (for example, U.S. earthquake exposure for Asian earthquake exposure).

 Marketing
and Distribution

 We
expect that, in the future, the majority of our business will be sourced through reinsurance brokers. Brokerage distribution channels
provide us with access to an efficient, variable distribution system without the significant time and expense that would be incurred
in creating an in-house marketing and distribution network. Reinsurance brokers receive a brokerage commission that is usually a percentage
of gross premiums written.

 We
intend to build relationships with global reinsurance brokers and captive insurance companies located in the Cayman Islands. Our management
team has significant relationships with most of the primary and specialty broker intermediaries in the reinsurance marketplace in our
target market. We believe that maintaining close relationships with brokers will give us access to a broad range of reinsurance clients
and opportunities.

 Brokers
do not have the authority to bind us to any reinsurance contract. We review and approve all contract submissions in our corporate offices
located in the Cayman Islands. From time to time, we may also enter into relationships with managing general agents who could bind us
to reinsurance contracts based on narrowly defined underwriting guidelines.

 Investment
Strategy

 Our
Company takes an opportunistic approach with respect to investment income and intend to increase shareholder value through supplemental
investment income when favorable opportunities are available. The Company, from time to time, and dependent upon favorable investment
conditions and our investment guidelines, may invest in real estate and other ventures that have the potential to increase shareholder
value. Through its reinsurance subsidiaries, the Company has made and intend to make future investments that can contribute to the growth
of capital and surplus in its licensed reinsurance subsidiaries over time.

 Some
of our company's capital is held in trust accounts that collateralize the reinsurance policies that we write. The investment parameters
for capital held in such trust accounts are generally established by the cedant for the relevant policy. Currently, all amounts held
in trust accounts are in cash and cash equivalents.

 Our
Board of Directors periodically reviews our investment policy and returns.

 Claims
Management

 Claims
are managed internally by the company's management team. Management reviews and responds to initial loss reports, administers claims
databases, determines whether further investigation is required and where appropriate, retains outside claims counsel, establishes case
reserves and approves claims for payment. In addition, we may conduct audits of any significant client throughout the year, and in the
process, evaluate our clients' claims handling abilities, reserving philosophies, loss notification processes and the overall quality
of our clients' performance.

 Upon
receipt, claims notices are recorded within our underwriting, financial and claims systems. When we are notified of insured losses or
discover potential losses as part of our claims' audits, we record a case reserve as appropriate for the estimated amount of the
exposure at that time. The estimate reflects the judgment of management based on general reserving practices, the experience and knowledge
of the manager regarding the nature of the specific claim and, where appropriate, advice of outside counsel. Reserves are also established
to provide for the estimated expense of settling claims, including legal and other fees and the general expenses of administering the
claims adjustment process.

 Loss
Reserves

 Loss
reserves represent estimates, including actuarial and statistical projections at a given point in time, of the ultimate settlement and
administration costs of claims incurred (including claims incurred but not reported ("IBNR")). Estimates are not precise
in that, among other things, they are based on predictions of future developments and estimates of future trends in claims severity and
frequency and other variable factors such as inflation. It is likely that the ultimate liability will be greater or less than such estimates
and that, at times, this variance will be material.

 For
our property and other catastrophe policies, we initially establish our loss reserves based on loss payments and case reserves reported
by ceding companies. As we are not the only reinsurer on most contracts, the lead reinsurer will set the loss amount estimates for the
contract and the cedant will have the ability to pay for case losses consistent with that amount on our pro-rata share of the contract.

 We
then add to these case reserves our estimates for IBNR. To establish our IBNR estimates, in addition to the loss information and estimates
communicated by cedants, we also use the services of an independent actuary. We may also use our computer-based vendor and proprietary
modeling systems to measure and estimate loss exposure under the actual event scenario, if available. Although the loss modeling systems
assist with the analysis of the underlying loss, and provide us with information and the ability to perform an enhanced analysis, the
estimation of claims resulting from catastrophic events is inherently difficult because of the variability and uncertainty of property
catastrophe claims and the unique characteristics of each loss.

 If
IBNR estimates are made, we assess the validity of the assumptions we use in the reserving process on a quarterly basis during an internal
review process. During this process actuaries verify that the assumptions we have made continue to form what they consider to be a sound
basis for projection of future liabilities.

we believe that we are prudent in our assumptions and methodologies, we cannot be certain that our ultimate payments will not vary, perhaps
materially, from the estimates we have made. If we determine that adjustments to an earlier estimate are appropriate, such adjustments
are recorded in the quarter in which they are identified. The establishment of new reserves, or the adjustment of reserves for reported
claims, could result in significant upward or downward changes to our financial condition or results of operations in any particular
period. We regularly review and update these estimates, using the most current information available to us.

 Our
estimates are reviewed quarterly by an independent actuary in order to provide additional insight into the reasonableness of our loss
reserves.

 Competition

 The
reinsurance industry is highly competitive. We expect to compete with major reinsurers, most of which are well established with significant
operating histories, strong financial strength ratings and long-standing client relationships.

 Our
competitors include Renaissance Re, Berkshire Hathaway, PartnerRe Ltd, Aeolus and Nephila which
are dominant companies in the reinsurance industry. Although we seek to provide coverage where capacity and alternatives are limited, we directly compete
with these larger companies due to the breadth of their coverage across the property and casualty market in substantially all lines of
business. We also compete with smaller companies and other niche reinsurers from time to time.

 While
we have a limited operating history, we believe that our unique approach to multi-year underwriting will allow us to be successful in
underwriting transactions against more established competitors.

 Our
Tokenization Business

 We
have decided to develop and pursue business opportunities in the tokenization of RWAs based on the expectation that a successful expansion
into this specialization will further increase the underwriting capacity and potential profitability of our reinsurance subsidiaries,
Oxbridge Reinsurance Limited and Oxbridge Re NS. We believe this represents a unique opportunity to drive value to our shareholders.
The Boston Consulting Group published research projecting the RWA asset tokenization market to reach $16.1 trillion by 2030. A
separate publication by Bloomberg reported that, in 2023, reinsurance was one of the top performing hedge fund strategies. It is
at the intersection of these two, i.e., RWA tokenization and reinsurance, that we believe there exist substantial growth opportunities
for our business.

 Accordingly,
SurancePlus was incorporated to further innovate upon existing capital raising mechanisms of Oxbridge Re NS for collateralizing reinsurance
contracts while simultaneously transforming the corresponding investment product into one that is more accessible to United States accredited
investors under Rule 506(c) of Regulation D and to international investors under Regulation S. SurancePlus has since applied insights
and technology from the Web3 digital ecosystem to create a multi-year series of real-world asset-backed digital securities, called the
Cat Re (short for "catastrophe reinsurance") token series. Ownership of the tokens confer an indirect fractional interest
in reinsurance contracts entered into by Oxbridge Re NS or Oxbridge Reinsurance Limited. The DeltaCat Re token was the first of the token
series, and it was issued in 2023 on the Avalanche blockchain network. The subsequent year's offering of EpsilonCat Re tokens was
announced in a Form 8-K filed with the SEC on March 18, 2024. SurancePlus intends to continue to issue the Cat Re token series over several
years.

 We
project that SurancePlus Inc. may develop into a significant revenue generating stream for the Oxbridge Re group that may progressively
reduces Oxbridge Re's annual capital deployed into collateralizing reinsurance contracts.. As opportunities arise, Oxbridge Re
intends to pursue, through its Web3-focused subsidiaries, additional expansion of its RWA tokenization business to further increase underwriting
profit.

 Employees

 As
of March 26, 2024, we had four employees, all of which were full-time. We believe that our relations with our employees are good. None
of our employees are subject to collective bargaining agreements, and we are not aware of any current efforts to implement such agreements.
We believe that we will continue to have relatively few employees and intend to outsource some functions to specialist firms in the Cayman
Islands if and when we determine that such functions are necessary. We intend to use the expertise of our Board of Directors and where
necessary, external consultants to provide any other service we may require from time to time.

 Legal
Proceedings

 We
are not currently involved in any litigation or arbitration. We anticipate that, similar to the rest of the insurance and reinsurance
industry, we will be subject to litigation and arbitration in the ordinary course of business.

 Regulation
and Capital Requirements

 Our
wholly-owned reinsurance subsidiaries, Oxbridge Reinsurance Limited and Oxbridge Re NS, each holds a Class C Insurer's License
issued in accordance with the terms of the Insurance Law (as revised) of the Cayman Islands (the "Law"), and is subject
to regulation by the Cayman Islands Monetary Authority ("CIMA"), in terms of the Law. As the holder of a Class C
Insurer's License, Oxbridge Reinsurance Limited and Oxbridge Re NS are permitted to undertake insurance business approved by
CIMA.

Reinsurance Limited and Oxbridge Re NS are subject to minimum capital and surplus requirements, and our failure to meet these requirements
could subject us to regulatory action. Pursuant to The Insurance (Capital and Solvency) (Classes B, C and D Insurers) Regulations, 2012
(the "Capital and Solvency Regulations") published under the Law, Oxbridge Reinsurance Limited and Oxbridge Re NS are required
to maintain the statutory minimum capital requirement (as defined under the Capital and Solvency Regulations) of $500 and prescribed
capital requirement (as defined under the Capital and Solvency Regulations) of $500, and a minimum margin of solvency equal to or in
excess of the total prescribed capital requirement. Any failure to meet the applicable requirements or minimum statutory capital requirements
could subject us to further examination or corrective action by CIMA, including restrictions on dividend payments, limitations on our
writing of additional business or engaging in finance activities, supervision or liquidation.

 CIMA
may at any time direct Oxbridge Reinsurance Limited and Oxbridge Re NS, in relation to a policy, a line of business or the entire business,
to cease or refrain from committing an act or pursing a course of conduct and to perform such acts as in the opinion of CIMA are necessary
to remedy or ameliorate the situation. See the discussion in " Risk Factors " under the heading " Any suspension
or revocation of our reinsurance license would materially impact our ability to do business and implement our business strategy"
 for more information.

 In
addition, as a Cayman Islands exempted company, we may not carry on business or trade locally in the Cayman Islands except in furtherance
of our business outside the Cayman Islands, and we are prohibited from soliciting the public of the Cayman Islands to subscribe for any
of our securities or debt. We are further required to file a return with the Registrar of Companies in January of each year and to pay
an annual registration fee at that time.

 The
Cayman Islands has no exchange controls restricting dealings in currencies or securities.

 Available
Information

 Our
website is located at www.oxbridgere.com. Copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available,
free of change, on our website as soon as reasonably practicable after we file such material electronically with or furnish it to the
Securities and Exchange Commission (the "SEC"). The SEC also maintains a website that contains our SEC filings. The address
of the SEC's website is www.sec.gov.

 Summary
of Risk Factors

 Our
business is subject to numerous risks and uncertainties, including those highlighted in the section titled "Risk Factors,"
that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more
of the events or circumstances described in the section titled "Risk Factors," alone or in combination with other events
or circumstances may have an adverse effect on our business, cash flows, financial condition and results of operations. In that case,
the market price of our securities could decline, and you may lose some or all of your investment. Such risks include, but are not limited
to:

 We will
need additional capital in the future in order to grow and operate our business. Such capital may not be available to us or may not be
available to us on favorable terms. Furthermore, our raising additional capital could dilute your ownership interest in our company.

 Our results of operations will fluctuate from period to period and may
not be indicative of our long-term prospects.

 Our tokenization business operations are at an early stage of development
and have a limited operating history, and our strategy of developing a Web3-focused tokenization business may not be successful.

 Developing a Web3.0-focused business around the tokenization of RWAs involves
significant risks.

 Failure
 to become rated by A.M. Best, or receipt of a negative rating, could significantly and negatively affect our ability to grow.

 Established
 competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit.

 If
 actual renewals of our existing contracts do not meet expectations, our premiums assumed in future years and our future results of
 operations could be materially adversely affected.

 Reputation
 is an important factor in the reinsurance industry, and our lack of an established reputation may make it difficult for us to attract
 or retain business.

 If
 our losses and loss adjustment expenses greatly exceed our loss reserves, our financial condition may be significantly and negatively
 affected.

 The
 property and casualty reinsurance market may be affected by cyclical trends and over-supply.

 Our
 property and property catastrophe reinsurance operations will make us vulnerable to losses from catastrophes and may cause our results
 of operations to vary significantly from period to period.

 We
 could face unanticipated losses from war, terrorism, and political unrest, and these or other unanticipated losses could have a material
 adverse effect on our financial condition and results of operations.

 We
 depend on our clients' evaluations of the risks associated with their insurance underwriting, which may subject us to reinsurance
 losses.

 Changing
 climate conditions may adversely affect our financial condition, profitability or cash flows.

 Operational
 risks, including human or systems failures, are inherent in our business.

 The
 effect of emerging claim and coverage issues on our business is uncertain

 We
 are required to maintain sufficient collateral accounts, which could significantly and negatively affect our ability to implement
 our business strategy.

 The
 inability to obtain business provided from brokers could adversely affect our business strategy and results of operations.

 The
 involvement of reinsurance brokers may subject us to their credit risk.

 Our use of fair value accounting of our significant investment in Jet. AI
Inc. could result in income statement volatility, which in turn, could cause significant market price and trading volume fluctuations
for our securities

 U.S.
 and global economic downturns could harm our business, our liquidity and financial condition and the price of our securities.

 Our
 ability to implement our business strategy could be delayed or adversely affected by Cayman Islands employment restrictions.

 Security
 breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation
 to suffer.

 If
 we lose or are unable to retain our senior management and other key personnel and are unable to attract qualified personnel, our
 ability to implement our business strategy could be delayed or hindered, which, in turn, could significantly and negatively affect
 our business.

 There
 are differences under Cayman Islands corporate law and Delaware corporate law with respect to interested party transactions which
 may benefit certain of our shareholders at the expense of other shareholders.

 Any
 suspension or revocation of our reinsurance license would materially impact our ability to do business and implement our business
 strategy.

 Our
 reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could
 subject us to regulatory action.

 As
 a holding company, we will depend on the ability of our subsidiaries to pay dividends.

 We
 may be subject to the risk of possibly becoming an investment company under U.S. federal securities law.

 Insurance
 regulations to which we are, or may become, subject, and potential changes thereto, could have a significant and negative effect
 on our business.

 We
 will likely be exposed to credit risk due to the possibility that counterparties may default on their obligations to us.

 of our Third Amended and Restated Memorandum and Articles of Association ("Articles") could adversely affect the value
 of our securities.

 of the Companies Law of the Cayman Islands could prevent a merger or takeover of our company.

 Holders
 of our securities may have difficulty obtaining or enforcing a judgment against us, and they may face difficulties in protecting
 their interests because we are incorporated under Cayman Islands law.

 of our Articles may reallocate the voting power of our ordinary shares.

 We
 do not currently have an effective registration statement registering the issuance of the shares underlying our publicly traded warrants,
 and therefore you may not be able to exercise the warrants in a cash exercise.

 We
 may become subject to taxation in the Cayman Islands which would negatively affect our results.

 We
 may be subject to United States federal income taxation.

 We
 may be treated as a PFIC, in which case a U.S. holder of our ordinary shares should be subject to disadvantageous rules under U.S.
 federal income tax laws. We may be treated as a CFC and may be subject to the rules for related person insurance income, and in either
 case this may subject a U.S. holder of our ordinary shares to disadvantageous rules under U.S. federal income tax laws.

 United
 States tax-exempt organizations who own ordinary shares may recognize unrelated business taxable income.

 Changes
 in United States tax laws may be retroactive and could subject us, and/or United States persons who own ordinary shares to United
 States income taxation on our undistributed earnings.

 We
 do not intend to resume paying cash dividends in the foreseeable future.

 Outages, computer viruses and similar events could disrupt our operations.

 Increased Information Technology ("IT") security threats and
more sophisticated computer crime could pose a risk to our systems, networks, and services.

 Increased scrutiny by and changing expectations from
investors, employees, and other stakeholders regarding our environmental, social, and governance ("ESG") practices and reporting could cause us to incur additional costs and adversely
impact our reputation, tenant and employee acquisition and retention, and access to capital.

 ITEM
1A RISK FACTORS

 Risks
Relating to Our Business

 We
will need additional capital in the future in order to grow and operate our business. Such capital may not be available to us or may
not be available to us on favorable terms. Furthermore, our raising additional capital could dilute your ownership interest in our company.

 We
expect that we will need to raise additional capital in the future through public or private equity or debt offerings or otherwise in
order to:

 further
 capitalize our reinsurance subsidiaries and implement our growth strategy;

 fund
 liquidity needs caused by underwriting or investment losses;

 replace
 capital lost in the event of significant reinsurance losses or adverse reserve developments;

 meet
 applicable statutory jurisdiction requirements;

 fund our business activities relating to our new tokenization business
operations; and/or

 respond
 to competitive pressures.

 Additional
capital may not be available on terms favorable to us, or at all. Further, any additional capital raised through the sale of equity could
dilute your ownership interest in our company and may cause the market price of our ordinary shares and warrants to decline. Additional
capital raised through the issuance of debt may result in creditors having rights, preferences and privileges senior or otherwise superior
to those of our ordinary shares and warrants.

 Our
results of operations will fluctuate from period to period and may not be indicative of our long-term prospects.

 We
anticipate that the performance of our reinsurance operations and our investment portfolio will fluctuate from period to period. Fluctuations
will result from a variety of factors, including:

 reinsurance
 contract pricing;

 our
 assessment of the quality of available reinsurance opportunities;

 the
 volume and mix of reinsurance products we underwrite;

 loss
 experienced on our reinsurance liabilities;

 our
 ability to assess and integrate our risk management strategy properly; and

 the
performance of our investment portfolio.

 In
particular, we plan to underwrite products and make investments to achieve favorable return on equity over the long term. In addition,
our opportunistic nature and focus on long-term growth in book value will result in fluctuations in total premiums written from period
to period as we concentrate on underwriting contracts that we believe will generate better long-term, rather than short-term, results.
Accordingly, our short-term results of operations may not be indicative of our long-term prospects.

 Our
tokenization business operations are at an early stage of development and have a limited operating history, and our strategy of developing
a Web3-focused RWA tokenization business may not be successful.

 Our
Web3-focused RWA tokenization business is still in the development stage, and our operating history in such business has been limited
to the development and issuance of a token for participation in reinsurance contracts underwritten by our Oxbridge Re NS subsidiary.
We have not yet announced any revenue-producing activities for tokenization of RWAs that are held by or being acquired by third parties,
and we may not be able to successfully complete the development of any products or services relating to tokenization of third-party RWAs.
Accordingly, we have only a very limited operating history and limited experience in this business and have not earned any revenues to
date in this business (other than limited management fees from the issuance of the DeltaCat Re Tokens). If we are not able to develop
this business as planned, we may not be able to generate material revenues from our developing tokenization business.

 Developing
a Web3.0-focused business around the tokenization of RWAs involves significant risks.

 Our
planned tokenization business activities are based on a new area of technology and carries significant risks, including the following:

 an active
 trading market for tokenized RWAs may not develop or be sustained;

 there
 is no guarantee that tokenized RWAs will hold their value or increase in value;

 tokenized
 RWAs of SurancePlus may not be listed on any securities exchange and may not be available to trade on any alternative trading system
 ("ATS"), which would result in limited liquidity for holders;

 if the
 tokenized RWAs become available for trading on an ATS, the number of securities traded on such ATS may be very small, making the market
 price more easily manipulated;

 technology
 on which an ATS relies for its operations may not function properly;

 blockchain
 networks are relatively new technologies;

 asset
 tokenization via blockchain technologies is a relatively new digital innovation;

 blockchain
 network transaction fees may significantly increase over the duration of the investment;

 smart
 contracts may have implementation errors that vitiate them;

 blockchain
 transactions may be taken advantage of for financial crimes; and

 the
 Avalanche blockchain the tokenized RWAs rely upon and the tokenized RWAs themselves may be the target of malicious cyberattacks.

 Failure
to become rated by A.M. Best, or receipt of a negative rating, could significantly and negatively affect our ability to grow.

 Companies,
insurers and reinsurance brokers use ratings from independent ratings agencies as an important means of assessing the financial strength
and quality of reinsurers. This rating reflects the rating agency's opinion of our financial strength, operating performance and
ability to meet obligations. It is not an evaluation directed toward the protection of investors or a recommendation to buy, sell or
hold our securities. A.M. Best assigns ratings based on its analysis of balance sheet strength, operating performance and business profile.

 Currently,
A.M Best has not assigned us a financial strength rating, and we do not intend to seek a rating in the foreseeable future. Without a
rating, or if we received a negative rating, our growth potential and business strategy will be limited because of the need to collateralize
the insurance policies that we write.

 Established
competitors with greater resources may make it difficult for us to effectively market our products or offer our products at a profit.

 The
reinsurance industry is highly competitive. We compete with major reinsurers, all of which have substantially greater financial, marketing
and management resources than we do. Competition in the types of business that we seek to underwrite is based on many factors, including:

 premium
 charges;

 the
 general reputation and perceived financial strength of the reinsurer;

 relationships
 with reinsurance brokers;

 terms
 and conditions of products offered;

 ratings
 assigned by independent rating agencies;

 speed
 of claims payment and reputation; and

 the
 experience and reputation of the members of our underwriting team in the particular lines of reinsurance we seek to underwrite.

 Additionally,
although the members of our underwriting team have general experience across many property and casualty lines, they may not have the
requisite experience or expertise to compete for all transactions that fall within our strategy of offering customized frequency and
severity contracts at times and in markets where capacity and alternatives may be limited.

 Our
competitors Renaissance Re, Berkshire Hathaway, PartnerRe Ltd, Aeolus Re, and Nephila which are dominant companies in the
reinsurance industry, as well as smaller companies and other niche reinsurers. Although we seek to provide coverage where capacity
and alternatives are limited, we will directly compete with these larger companies due to the breadth of their coverage across the
property and casualty market in substantially all lines of business.

 We
cannot assure you that we will be able to compete successfully in the reinsurance market. Our failure to compete effectively could significantly
and negatively affect our financial condition and results of operations and may increase the likelihood that we may be deemed to be a
passive foreign investment company or an investment company.

 If
actual renewals of our existing contracts do not meet expectations, our premiums assumed in future years and our future results of operations
could be materially adversely affected.

 Many
of our contracts are generally written for a one-year term. In our financial forecasting process, we make assumptions about the renewal
of our prior year's contracts. The insurance and reinsurance industries have historically been cyclical businesses with periods
of intense competition, often based on price. If actual renewals do not meet expectations or if we choose not to write on a renewal basis
because of pricing conditions, our premiums assumed in future years and our future operations would be materially adversely affected.

 Reputation
is an important factor in the reinsurance industry, and our lack of an established reputation may make it difficult for us to attract
or retain business.

 Reputation
is a very important factor in the reinsurance industry, and competition for business is, in part, based on reputation. Although our reinsurance
policies will be fully collateralized, we are a relatively newly formed reinsurance company and do not yet have a well-established reputation
in the reinsurance industry. Our lack of an established reputation may make it difficult for us to attract or retain business. In addition,
we do not have or currently intend to obtain financial strength ratings, which may discourage certain counterparties from entering into
reinsurance contracts with us.

 If
our losses and loss adjustment expenses greatly exceed our loss reserves, our financial condition may be significantly and negatively
affected.

 Our
results of operations and financial condition will depend upon our ability to accurately assess the potential losses and loss adjustment
expenses associated with the risks we reinsure. Reserves are estimates at a given time of claims an insurer ultimately expects to pay,
based upon facts and circumstances then known, predictions of future events, estimates of future trends in claim severity and other variable
factors. The inherent uncertainties of estimating loss reserves are generally greater for reinsurance companies as compared to primary
insurers, primarily due to:

 the
 lapse of time from the occurrence of an event to the reporting of the claim and the ultimate resolution or settlement of the claim;

 the
 diversity of development patterns among different types of reinsurance treaties; and

 the
 necessary reliance on the client for information regarding claims.

 Our
estimation of reserves may be less reliable than the reserve estimations of a reinsurer with a greater volume of business and an established
loss history. Our actual losses and loss adjustment expenses paid may deviate substantially from the estimates of our loss reserves and
could negatively affect our results of operations. If our loss reserves are later found to be inadequate, we would increase our loss
reserves with a corresponding reduction in our net income and capital in the period in which we identify the deficiency, and such a reduction
would also negatively affect our results of operations. If our losses and loss adjustment expenses greatly exceed our loss reserves,
our financial condition may be significantly and negatively affected.

 The
property and casualty reinsurance market may be affected by cyclical trends and over-supply.

 We
write reinsurance in the property and casualty markets, which tend to be cyclical in nature. Ceding company underwriting results, prevailing
general economic and market conditions, liability retention decisions of companies and ceding companies and reinsurance premium rates
each influence the demand for property and casualty reinsurance. Prevailing prices and available surplus to support assumed business
then influence reinsurance supply. Supply may fluctuate in response to changes in return on capital realized in the reinsurance industry,
the frequency and severity of losses and prevailing general economic and market conditions.

 Continued
increases in the supply of reinsurance may have consequences for the reinsurance industry generally and for us, including lower premium
rates, increased expenses for customer acquisition and retention, less favorable policy terms and conditions and/or lower premium volume.
Furthermore, unpredictable developments, including courts granting increasingly larger awards for certain damages, increases in the frequency
of natural disasters (such as hurricanes, windstorms, tornados, earthquakes, wildfires and floods), fluctuations in interest rates, changes
in the investment environment that affect market prices of investments and inflationary pressures, affect the industry's profitability.
The effects of cyclicality could significantly and negatively affect our financial condition and results of operations.

 Due
to the influx of new risk capital from alternative capital market participants such as hedge funds and pension funds, we believe that
the reinsurance industry is currently over-capitalized and will continue in this trend for the foreseeable future. The over-capitalization
of the market is not uniform as there are a number of insurers and reinsurers that have suffered and continue to suffer from capacity
issues. We continue to assess the opportunities that may be available to us with insurance and reinsurance companies with this profile.
If the reinsurance market continues to soften, our strategy is to reduce premium writings rather than accept mispriced risk and conserve
our capital for a more opportune environment. Significant rate increases could occur if financial and credit markets experience adverse
shocks that result in the loss of capital of insurers and reinsurers, or if there are major catastrophic events, especially in North
America.

 Our
property and property catastrophe reinsurance operations will make us vulnerable to losses from catastrophes and may cause our results
of operations to vary significantly from period to period.

 Our
reinsurance operations expose us to claims arising out of unpredictable catastrophic events, such as hurricanes, hailstorms, tornados,
windstorms, earthquakes, floods, fires, explosions, and other natural or man-made disasters. Because of our emphasis on Florida, we are
particularly vulnerable to hurricanes and with windstorm losses occurring in Florida. The incidence and severity of catastrophes are
inherently unpredictable but the loss experience of property catastrophe reinsurers has been generally characterized as low frequency
and high severity. Claims from catastrophic events could reduce our earnings and cause substantial volatility in our results of operations
for any fiscal quarter or year and adversely affect our financial condition. Corresponding reductions in our surplus levels could impact
our ability to write new reinsurance policies.

 Catastrophic
losses are a function of the insured exposure in the affected area and the severity of the event. Because accounting standards do not
permit reinsurers to reserve for catastrophic events until they occur, claims from catastrophic events could cause substantial volatility
in our financial results for any fiscal quarter or year and could significantly and negatively affect our financial condition and results
of operations.

 We
could face unanticipated losses from war, terrorism, and political unrest, and these or other unanticipated losses could have a material
adverse effect on our financial condition and results of operations.

 Like
other reinsurers, we face potential exposure to large, unexpected losses resulting from man-made catastrophic events, such as acts of
war, acts of terrorism and political instability. These risks are inherently unpredictable and recent events may indicate that the frequency
and severity of these types of losses may increase. It is difficult to predict the timing of these events or to estimate the amount of
loss that any given occurrence will generate. To the extent that losses from these risks occur, our financial condition and results of
operations could be significantly and negatively affected.

 We
depend on our clients' evaluations of the risks associated with their insurance underwriting, which may subject us to reinsurance
losses.

 In
the proportional reinsurance business, in which we assume an agreed percentage of each underlying insurance contract being reinsured,
or quota share contracts, we do not separately evaluate each of the original individual risks assumed under these reinsurance contracts.
Therefore, we are largely dependent on the original underwriting decisions made by ceding companies. We are subject to the risk that
the clients may not have adequately evaluated the insured risks and that the premiums ceded may not adequately compensate us for the
risks we assume. We also do not separately evaluate each of the individual claims made on the underlying insurance contracts under quota
share arrangements. Therefore, we are dependent on the original claims decisions made by our clients.

 Changing
climate conditions may adversely affect our financial condition, profitability or cash flows.

 Climate
change, to the extent it produces extreme changes in temperatures and changes in weather patterns, could impact the frequency or severity
of weather events and wildfires. Further, it could impact the affordability and availability of homeowners insurance, which could have
an impact on pricing. Changes in weather patterns could also affect the frequency and severity of other natural catastrophe events to
which we may be exposed. The occurrence of these events would significantly and negatively affect our financial condition and results
of operations.

 Operational
risks, including human or systems failures, are inherent in our business.

 Operational
risks and losses can result from, among other things, fraud, errors, failure to document transactions properly or to obtain proper internal
authorization, failure to comply with regulatory requirements, information technology failures or external events.

 We
believe that our modeling, underwriting and information technology and application systems are critical to our business and our growth
prospects. Moreover, we rely on our information technology and application systems to further our underwriting process and to enhance
our ability to compete successfully. A major defect or failure in our internal controls or information technology and application systems
could result in management distraction, harm to our reputation or increased expenses.

 The
effect of emerging claim and coverage issues on our business is uncertain.

 As
industry practices and legal, judicial and regulatory conditions change, unexpected issues related to claims and coverage may emerge.
It is possible that certain provisions of our future reinsurance contracts, such as limitations or exclusions from coverage or choice
of forum, may be difficult to enforce in the manner we intend, due to, among other things, disputes relating to coverage and choice of
legal forum. These issues may adversely affect our business by either extending coverage beyond the period that we intended or by increasing
the number or size of claims. In some instances, these changes may not manifest themselves until many years after we have issued insurance
or reinsurance contracts that are affected by these changes. As a result, we may not be able to ascertain the full extent of our liabilities
under our insurance or reinsurance contracts for many years following the issuance of our contracts. The effects of unforeseen development
or substantial government intervention could adversely impact our ability to adhere to our goals.

 We
are required to maintain sufficient collateral accounts, which could significantly and negatively affect our ability to implement our
business strategy.

 We
are not licensed or admitted as a reinsurer in any jurisdiction other than the Cayman Islands. Certain jurisdictions, including the United
States, do not permit insurance companies to take credit for reinsurance obtained from unlicensed or non-admitted insurers on their statutory
financial statements unless appropriate security measures are implemented. Consequently, we must continue to maintain sufficient funds
in escrow accounts to serve as collateral for our reinsurance contracts. Because we intend to continue to utilize our funds (rather than
utilizing the credit markets) to serve as collateral for our reinsurance obligations, we may not be able to fully utilize our capital
to expand our reinsurance coverage as rapidly as other reinsurers.

 The
inability to obtain business provided from brokers could adversely affect our business strategy and results of operations.

 We
anticipate that a substantial portion of our business will be placed primarily through brokered transactions, which involve a limited
number of reinsurance brokers. If we are unable to identify and grow the brokered business provided through one or more of these reinsurance
brokers, many of whom may not be familiar with our Cayman Islands jurisdiction, this failure could significantly and negatively affect
our business and results of operations.

 The
involvement of reinsurance brokers may subject us to their credit risk.

 As
a standard practice of the reinsurance industry, reinsurers frequently pay amounts owed on claims under their policies to reinsurance
brokers, and these brokers, in turn, remit these amounts to the ceding companies that have reinsured a portion of their liabilities with
the reinsurer. In some jurisdictions, if a broker fails to make such a payment, the reinsurer might remain liable to the client for the
deficiency notwithstanding the broker's obligation to make such payment. Conversely, in certain jurisdictions, when the client
pays premiums for policies to reinsurance brokers for payment to the reinsurer, these premiums are considered to have been paid and the
client will no longer be liable to the reinsurer for these premiums, whether or not the reinsurer has actually received them. Consequently,
we assume a degree of credit risk associated with the brokers that we do business with.

 Our
use of fair value accounting of our significant investment in Jet. AI Inc. could result in income statement volatility, which in turn,
could cause significant market price and trading volume fluctuations for our securities.

 Our
significant beneficial interests in Jet. AI Inc.'s common stock and public warrants are recorded at fair value with changes in fair
value being recorded in the consolidated statements of operations during the period of change. Additionally, the fair value of the investment
must be remeasured quarterly. Because of this, and due to significance of our investment in Jet. AI relative to our total assets, our
earnings may experience greater volatility in the future as a decline in the fair value of our investment in Jet. AI Inc. could significantly
reduce both our earnings and shareholders' equity, which in turn, could cause significant market price and trading volume fluctuations
for our securities.

 U.S.
and global economic downturns could harm our business, our liquidity and financial condition and the price of our securities.

 Weak
economic conditions may adversely affect (among other aspects of our business) the demand for and claims made under our products, the
ability of customers, counterparties and others to establish or maintain their relationships with us, our ability to access and efficiently
use internal and external capital resources and our investment performance. Volatility in the U.S. and other securities markets may adversely
affect our investment portfolio and our resulting results of operations.

 Our
ability to implement our business strategy could be delayed or adversely affected by Cayman Islands employment restrictions.

 Under
Cayman Islands law, persons who are not Caymanian, do not possess Caymanian status, or are not otherwise entitled to reside and work
in the Cayman Islands pursuant to provisions of the Immigration Law (2015 Revision) of the Cayman Islands, which we refer to as the Immigration
Law, may not engage in any gainful occupation in the Cayman Islands without an appropriate governmental work permit. Although Jay Madhu
and Wrendon Timothy have obtained Permanent Residency in the Cayman Islands, the failure to obtain work permits, or extensions thereof,
for other employee(s) could prevent us from continuing to implement our business strategy seamlessly.

 Security
breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation
to suffer.

 In
the ordinary course of our business, we may collect and store sensitive data, including proprietary business, in our data centers and
on our networks. The secure processing, maintenance and transmission of this information is critical to our operations and business strategy.
Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due
to employee error, malfeasance or other disruptions. Any such breach could compromise our networks and the information stored there could
be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims
or proceedings, disrupt our operations, and damage our reputation, which could adversely affect our business, revenues and competitive
position.

 If
we lose or are unable to retain our senior management and other key personnel and are unable to attract qualified personnel, our ability
to implement our business strategy could be delayed or hindered, which, in turn, could significantly and negatively affect our business.

we only employ four individuals, two of whom are members of senior management, our future success may depend to a significant extent
on the efforts of our senior management and other key personnel (who have not yet been hired) to implement our business strategy. We
believe there are only a limited number of available, qualified executives with substantial experience in our industry. In addition,
we will need to add personnel, including underwriters, to implement our business strategy. We could face challenges attracting personnel
to the Cayman Islands. Accordingly, the loss of the services of one or more of the members of our senior management or other key personnel
(when hired), or our inability to hire and retain other key personnel, could delay or prevent us from fully implementing our business
strategy and, consequently, significantly and negatively affect our business.

 We
do not currently maintain key man life insurance with respect to any of our senior management. If any member of senior management dies
or becomes incapacitated, or leaves the Company to pursue employment opportunities elsewhere, we would be solely responsible for locating
an adequate replacement for such senior management and for bearing any related cost. To the extent that we are unable to locate an adequate
replacement or are unable to do so within a reasonable period of time, our business may be significantly and negatively affected.

 There
are differences under Cayman Islands corporate law and Delaware corporate law with respect to interested party transactions which may
benefit certain of our shareholders at the expense of other shareholders.

 Under
Cayman Islands corporate law, a director may vote on a contract or transaction where the director has an interest as a shareholder, director,
officer or employee provided such interest is disclosed. None of our contracts will be deemed to be void because any director is an interested
party in such transaction and interested parties will not be held liable for monies owed to the company. In contracts, under Delaware
law, interested party transactions are potentially voidable.

 Risks
Relating to Insurance and Other Regulations

 Any
suspension or revocation of our reinsurance licenses would materially impact our ability to do business and implement our business strategy.

Reinsurance Limited and Oxbridge Re NS are each licensed as an insurer only in the Cayman Islands by CIMA, and we do not intend to obtain
a license in any other jurisdiction. The suspension or revocation of each of our licenses to do business as a reinsurance company in
the Cayman Islands for any reason would mean that we would not be able to enter into any new reinsurance contracts until the suspension
ended or we became licensed in another jurisdiction. Any such suspension or revocation of our licenses would negatively impact our reputation
in the reinsurance marketplace and could have a material adverse effect on our results of operations.

 As
a regulated insurance company, each of Oxbridge Reinsurance Limited and Oxbridge Re NS is subject to the supervision of CIMA and CIMA
may at any time direct Oxbridge Reinsurance Limited and/or Oxbridge Re NS, in relation to a policy, a line of business or the entire
business, to cease or refrain from committing an act or pursing a course of conduct and to perform such acts as in the opinion of CIMA
are necessary to remedy or ameliorate the situation.

 Furthermore,
in certain circumstances, including when CIMA is of the opinion that:

 a
 licensee either is or appears to be likely to become unable to meet its obligations as they fall due;

 a
 licensee is carrying on its business in a manner which is seen as detrimental to the general public interest or to the interests
 of its creditors or policy holders;

 the
 activities of any member of the licensee's insurance group are detrimental to those interests of the licensee's creditors,
 as well as its policy holders;

 a
 licensee has contravened the Law or the Money Laundering Regulations (2023 Revision) of the Cayman Islands;

 the
 licensee has failed to comply with a condition of its license such as maintaining a margin of solvency as prescribed by CIMA;

 the
 direction and/or management of the licensee's business has not been conducted in a fit and proper manner;

 a
 director, manager or officer of the licensee's business is not someone who would qualify or be seen as a person suitable to
 hold the respective position;

 any
 person who is either holding or acquiring control or ownership of the licensee is not a fit and proper person to have such control
 or ownership;

 the
 licensee has ceased to carry on business; or

 the
 licensee is placed in liquidation or is dissolved;

 CIMA
may take one of a number of steps, including:

 requiring
 the licensee to take steps to rectify the matter;

 suspending
 the license of the licensee pending a full inquiry into the licensee's affairs;

 revoking
 the license;

 imposing
 conditions upon the licensee in terms of decisions made by it, including the suspension of voting rights or nullification of votes
 cast by it, and amending or revoking any such condition;

 requiring
 the substitution or removal of any director, manager or officer of the licensee, at the expense of the licensee;

 appointing
 a person to advise the licensee on the proper conduct of its affairs, at the expense of the licensee;

 appointing
 a person to assume control of the licensee's affairs; or

 otherwise
 requiring such action to be taken by the licensee as CIMA considers necessary.

 Failures
to comply with a direction given by CIMA may be punishable by a fine of up to five hundred thousand Cayman Islands dollars (US$609,756.10
based on the Cayman Islands' pegged exchange rate of CI$0.82 per US$1.00) or imprisonment for a term of five years or both, and
a fine of an additional ten thousand Cayman Islands dollars (US$12,195.12) for every day after conviction on which the offense so continues.

 Our
reinsurance subsidiaries are subject to minimum capital and surplus requirements, and our failure to meet these requirements could subject
us to regulatory action.

 Pursuant
to the Capital and Solvency Regulations, Oxbridge Reinsurance Limited and Oxbridge Re NS, our reinsurance subsidiaries, are each required
to maintain the statutory minimum capital requirement (as defined under the Capital and Solvency Regulations) of $500 and prescribed
capital requirement (as defined under the Capital and Solvency Regulations) of $500, and a minimum margin of solvency equal to or in
excess of the total prescribed capital requirement. Any failure to meet the applicable requirements or minimum statutory capital requirements
could subject us to further examination or corrective action by CIMA, including restrictions on dividend payments, limitations on our
writing of additional business or engaging in finance activities, supervision or liquidation.

 As
a holding company, we will depend on the ability of our subsidiaries to pay dividends.

 We
are a holding company and do not have any significant operations or assets other than our ownership of the shares of our subsidiaries
Oxbridge Reinsurance Limited and Oxbridge Re NS. Dividends and other permitted distributions from our subsidiaries will be our primary
source of funds to meet ongoing cash requirements, including future debt service payments, if any, and other expenses, and to pay dividends
to our shareholders if we choose to do so. Our subsidiaries will be subject to applicable law as well as significant regulatory restrictions
limiting their ability to declare and pay dividends. The inability of our subsidiaries to pay dividends in an amount sufficient to enable
us to meet our cash requirements at the holding company level could have an adverse effect on our operations and our ability to pay dividends
to our shareholders if we choose to do so and/or meet our debt service obligations, if any.

 We
are subject to the risk of possibly becoming an investment company under U.S. federal securities law.

 In
the United States, the Investment Company Act of 1940, as amended (the "Investment Company Act"), regulates certain companies
that invest in or trade securities. We run the risk of inadvertently being deemed to be an investment company that is required to register
under the Investment Company because a significant portion of our assets may be deemed to consist of, or may be deemed to have consisted
of, investment securities, including potentially Oxbridge Reinsurance Limited's interest in Oxbridge Acquisition Corp. However,
we rely on an exemption under the Investment Company Act for an entity organized and regulated as a foreign insurance company which is
engaged primarily and predominantly in the reinsurance of risks on insurance agreements. The law in this area is subjective and there
is a lack of guidance as to the meaning of ''primarily and predominantly'' under the relevant exemption to the
Investment Company Act. For example, there is no standard for the amount of premiums that need to be written relative to the level of
an entity's capital in order to qualify for the exemption. If this exception were deemed inapplicable, we would have to seek to
register under the Investment Company Act as an investment company, which, under the Investment Company Act, would require an order from
the SEC. Our inability to obtain such an order could have a significant adverse impact on our business, as we might have to cease certain
operations or risk substantial penalties for violating the Investment Company Act.

 Registered
investment companies are subject to extensive, restrictive and potentially adverse regulation relating to, among other things, capital
structure, leverage, management, dividends and transactions with affiliates. Registered investment companies are not permitted to operate
their business in the manner in which we operate (and intend to operate) our business. Specifically, if we were required to register
under the Investment Company Act, provisions of the Investment Company Act would limit (and in some cases even prohibit) our ability
to raise additional debt and equity securities or issue options or warrants (which could impact our ability to compensate key employees),
limit our ability to use financial leverage, limit our ability to incur indebtedness, and require changes to the composition of our Board
of Directors. Provisions of the Investment Company Act would also prohibit (subject to certain exceptions) transactions with affiliates.

 Accordingly,
if we were required to register as an investment company, we would not be permitted to have many of the relationships that we have or
expect that we may have with affiliated companies.

 If
at any time it were established that we had been operating as an investment company in violation of the registration requirements of
the Investment Company Act, there would be a risk, among other material adverse consequences, that we could become subject to monetary
penalties or injunctive relief, or both, or that we would be unable to enforce contracts with third parties or that third parties could
seek to obtain rescission of transactions with us undertaken during the period in which it was established that we were an unregistered
investment company.

 Insurance
regulations to which we are, or may become, subject, and potential changes thereto, could have a significant and negative effect on our
business.

we do not presently expect that we will conduct business in any jurisdiction other than the Cayman Islands, we cannot assure you that
insurance regulators in the United States or elsewhere will not review our activities and claim that we are subject to such jurisdiction's
insurance licensing requirements. In addition, we are subject to indirect regulatory requirements imposed by jurisdictions that may limit
our ability to provide reinsurance. For example, our ability to write reinsurance may be subject, in certain cases, to arrangements satisfactory
to applicable regulatory bodies, and proposed legislation and regulations may have the effect of imposing additional requirements upon,
or restricting the market for, non-U.S. reinsurers such as Oxbridge Reinsurance Limited and Oxbridge Re NS, with whom domestic companies
may place business. We do not know of any such proposed legislation pending at this time.

 Furthermore,
we may not be able to comply fully with, or obtain desired exemptions from, revised statutes, regulations and policies that currently,
or may in the future, govern the conduct of our business. Failure to comply with, or to obtain desired authorizations and/or exemptions
under, any applicable laws could result in restrictions on our ability to do business or undertake activities that are regulated in the
jurisdictions in which we operate and could subject us to fines and other sanctions. In addition, changes in the laws or regulations
to which our reinsurance subsidiary is subject or may become subject, or in the interpretations thereof by enforcement or regulatory
agencies, could have a material adverse effect on our business, our business plans, and our growth strategy.

 We
will likely be exposed to credit risk due to the possibility that counterparties may default on their obligations to us.

 Due
to our investments in our portfolio, we are exposed to credit risk due to the possibility that counterparties may default on their obligations
to us. Issuers or borrowers whose securities or debt we hold, customers, reinsurers, clearing agents, exchanges, clearing houses and
other financial intermediaries and guarantors may default on their obligations to us due to bankruptcy, insolvency, lack of liquidity,
adverse economic conditions, operational failure, fraud or other reasons. Such defaults could have a significant and negative effect
on our results of operations, financial condition and cash flows.

 Risks
Relating to our Securities

of our Third Amended and Restated Memorandum and Articles of Association ("Articles") could adversely affect the value of
our securities.

 Our
Articles permit our Board of Directors to allot, issue, grant options over or otherwise dispose of further shares (including fractions
of such share) with or without preferred, deferred or other rights or restrictions, whether in regard to dividend or other distribution,
voting, return of capital or otherwise and to such persons, at such times and on such other terms as they consider appropriate. Accordingly,
our Board of Directors may authorize the issuance of preferred shares with terms and conditions and under circumstances that could have
an effect of discouraging a takeover or other transaction, deny shareholders the receipt of a premium on their ordinary shares in the
event of a tender or other offer for ordinary shares and have a depressive effect on the value of our ordinary shares.

of the Companies Law of the Cayman Islands could prevent a merger or takeover of our company.

 As
compared to mergers under corporate law in the United States, it may be more difficult to consummate a merger of two or more companies
in the Cayman Islands or the merger of one or more Cayman Islands companies with one or more overseas companies, even if such transaction
would be beneficial to our shareholders. The Companies Law of the Cayman Islands, as amended (the "Companies Law"), permits
mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For
these purposes, (a) "merger" means the merging of two or more constituent companies and the vesting of their undertaking,
property and liabilities in one of such companies as the surviving company and (b) a "consolidation" means the combination
of two or more constituent companies into a combined company and the vesting of the undertaking, property and liabilities of such companies
to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve
a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent
company, and (b) such other authorization, if any, as may be specified in such constituent company's articles of association. The
written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency
of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a
copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that
notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to
be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if
they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which
is effected in compliance with these statutory procedures.

 In
addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement
is approved by a majority in number of each class of shareholders or creditors (representing 75% by value) with whom the arrangement
is to be made and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case
may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening
of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder
has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the
arrangement if it determines that:

 the
 statutory provisions as to the required majority vote have been met;

 the
 shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion
 of the minority to promote interests adverse to those of the class;

 the
 arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest;
 and

 the
 arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

 When
a takeover offer is made and accepted by holders of 90% of the shares within four months, the offeror may, within a two-month period
commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares on the terms
of the offer. An objection can be made to the Grand Court of the Cayman Islands, but such objection is unlikely to succeed in the case
of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

 If
an arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which
would otherwise ordinarily be available to dissenting shareholders of certain corporations incorporated in the United States, including
Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

 Holders
of our securities may have difficulty obtaining or enforcing a judgment against us, and they may face difficulties in protecting their
interests because we are incorporated under Cayman Islands law.

 Because
we are a Cayman Islands company, there is uncertainty as to whether the Grand Court of the Cayman Islands would recognize or enforce
judgments of United States courts obtained against us predicated upon the civil liability provisions of the securities laws of the United
States or any state thereof, or be competent to hear original actions brought in the Cayman Islands against us predicated upon the securities
laws of the United States or any state thereof.

 We
are incorporated as an exempted company limited by shares under the Companies Law. A significant amount of our assets are located outside
of the United States. As a result, it may be difficult for persons purchasing our securities to effect service of process within the
United States upon us or to enforce judgments against us or judgments obtained in U.S. courts predicated upon the civil liability provisions
of the federal securities laws of the United States or any state of the United States.

there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands
will, based on the principle that a judgment by a competent foreign court will impose upon the judgment debtor an obligation to pay the
sum for which judgment has been given, recognize and enforce a foreign judgment of a court of competent jurisdiction if such judgment
is final, for a liquidated sum, not in respect of taxes or a fine or penalty if not inconsistent with a Cayman Islands judgment in respect
of the same matters, and was not obtained in a manner, and is not of a kind, the enforcement of which is contrary to the public policy
of the Cayman Islands. There is doubt, however, as to whether the courts of the Cayman Islands will, in an original action in the Cayman
Islands, recognize or enforce judgments of U.S. courts predicated upon the civil liability provisions of the securities laws of the United
States or any state of the United States on the grounds that such provisions are penal in nature. Furthermore, a Cayman Islands court
may stay proceedings if concurrent proceedings are being brought elsewhere.

 Unlike
many jurisdictions in the United States, Cayman Islands law does not specifically provide for shareholder appraisal rights on a merger
or consolidation of an entity. This may make it more difficult for shareholders to assess the value of any consideration they may receive
in a merger or consolidation or to require that the offeror give a shareholder additional consideration if he believes the consideration
offered is insufficient. In addition, shareholders of Cayman Islands exempted companies such as ours have no general rights under Cayman
Islands law to inspect corporate records and accounts. Our directors have discretion under our Articles to determine whether or not,
and under what conditions, the corporate records may be inspected by shareholders, but are not obligated to make them available to shareholders.
This fact may make it more difficult for shareholders to obtain the information needed to establish any facts necessary for a shareholder
motion or to solicit proxies from other shareholders in connection with a proxy contest. Finally, subject to limited exceptions, under
Cayman Islands law, a minority shareholder may not bring a derivative action against our Board of Directors.

of our Articles may reallocate the voting power of our ordinary shares.

 In
certain circumstances, the total voting power of our ordinary shares held by any one person will be reduced to less than 9.9% of the
total voting power of the total issued and outstanding ordinary shares. In the event a holder of our ordinary shares acquires shares
representing 9.9% or more of the total voting power of our total ordinary shares, there will be an effective reallocation of the voting
power of the ordinary shares as described in the Articles.

 We
do not currently have an effective registration statement registering the issuance of the shares underlying our publicly traded warrants,
and therefore you may not be able to exercise the warrants in a cash exercise.

 For
you to be able to effect a cash exercise of our publicly traded warrants, the sale of the ordinary shares to be issued to you upon
exercise of the warrants must be covered by an effective and current registration statement. We have not maintained a current
registration statement relating to the sale of the shares of common stock underlying the warrants. As a result, you would be unable
to exercise the warrants in a cash exercise and will be required to engage in a cashless exercise in which a number of warrant
shares equal to the fair market value of the exercised shares will be withheld. In those circumstances, we may, but are not required
to, redeem the warrants by payment in cash. Consequently, there is a possibility that you will never be able to exercise the
warrants and receive the underlying ordinary shares. This potential inability to exercise the warrants in a cash exercise, our right
to cancel the warrants under certain circumstances, and the possibility that we may redeem the warrants for nominal value, may have
an adverse effect on demand for the warrants and the prices that can be obtained from reselling them.

 Risks
Relating to Taxation

 We
may become subject to taxation in the Cayman Islands which would negatively affect our results.

 Under
current Cayman Islands law, we are not obligated to pay any taxes in the Cayman Islands on either income or capital gains. The Governor-in-Cabinet
of Cayman Islands has granted us an exemption from the imposition of any such tax on us for twenty years from April 23, 2013. We cannot
be assured that after such date we would not be subject to any such tax. If we were to become subject to taxation in the Cayman Islands,
our financial condition and results of operations could be significantly and negatively affected.

 We
may be subject to United States federal income taxation.

 We
are incorporated under the laws of the Cayman Islands and intend to operate in a manner that will not cause us to be treated as engaging
in a United States trade or business and will not cause us to be subject to current United States federal income taxation on our income.
However, because there are no definitive standards provided by the Internal Revenue Code of 1986, as amended (the "Code"),
regulations or court decisions as to the specific activities that constitute being engaged in the conduct of a trade or business within
the United States, and as any such determination is essentially factual in nature, we cannot assure you that the United States Internal
Revenue Service, or the IRS, will not successfully assert that we are engaged in a trade or business in the United States and thus are
subject to current United States federal income taxation.

 We
may be treated as a PFIC, in which case a U.S. holder of our ordinary shares should be subject to disadvantageous rules under U.S. federal
income tax laws.

 Significant
potential adverse United States federal income tax consequences generally apply to any United States person who owns shares in a "passive
foreign investment company", or PFIC. In general, a non-U.S. corporation is classified as a PFIC for a taxable year in which, after
taking into account the income and assets of the corporation and certain subsidiaries pursuant to certain look-through rules, either
(i) 75% or more of its gross income is passive income, or (ii) 50% or more of the average quarterly value of its gross assets is attributable
to assets that produce passive income or are held for the production of passive income.

 Passive
income generally includes interest, dividends and other investment income. However, the income derived in the active conduct of an insurance
business is excluded from the term "passive income" if (i) for years before 2021, the income is earned by a corporation that
is predominantly engaged in an insurance business, and (ii) for years after 2021, the income is earned by a "qualifying insurance
corporation". In order for a non-U.S. property and casualty insurance company to be treated as a "qualifying insurance corporation"
for a taxable year, the company's "applicable insurance liabilities" generally must be greater than 25% of the company's
assets for the taxable year. In the case of a non-U.S. property and casualty insurance company, the term "applicable insurance
liabilities" means the amount of loss and loss adjustment expenses, but shall not exceed the amount reported to the applicable
regulator in an applicable financial statement. It is not clear whether the term "applicable insurance liabilities" includes
not only the unpaid loss and loss adjustment expenses, but also includes the paid loss and loss adjustment expenses during the taxable
year. If each of Oxbridge Reinsurance Limited and Oxbridge Re NS is a "qualified insurance corporation" for a taxable year,
then neither Oxbridge Re Holdings Limited, nor Oxbridge Reinsurance Limited, nor Oxbridge Re NS should be deemed to be a PFIC for the
taxable year.

 Regardless
of whether the term "applicable insurance liabilities" includes not only the unpaid loss and loss adjustment expenses but
also the paid loss and loss adjustment expenses, we believe that each of Oxbridge Reinsurance Limited and Oxbridge Re NS met the requirements
for being a "qualified insurance corporation" for the 2023 and 2022 years. For years prior to 2022, we also believe that
each of those corporations met the requirement of being predominantly engaged in an insurance business. Accordingly, we believe that
we have not been a PFIC during 2023 or prior years. We do not have an expectation, however, as to whether or not we may be a PFIC in
years after 2023. If you are a United States person, we urge you to consult your own tax advisor concerning the potential tax consequences
to you under the PFIC rules.

 We
may be treated as a CFC and may be subject to the rules for related person insurance income, and in either case this may subject a U.S.
holder of our ordinary shares to disadvantageous rules under U.S. federal income tax laws.

 Controlled
Foreign Corporation. United States persons who, directly or constructively through attribution rules, own 10% or more of the voting
power or value of our ordinary shares, which we refer to as United States 10% shareholders, may be subject to the controlled foreign
corporation, or CFC, rules. Under the controlled foreign corporation rules of the Code, each United States 10% shareholder must annually
include his pro rata share of the controlled foreign corporation's ''Subpart F income,'' even if no distributions
are made. In general, a foreign insurance company will be treated as a controlled foreign corporation only if United States 10% shareholders
collectively own, directly or constructively, more than 25% of the total combined voting power or total value of the company's
shares. If you are a United States person we urge you to consult your own tax advisor concerning the controlled foreign corporation rules.
We believe that certain United States persons may be deemed to own, directly or constructively (including through the ownership of warrants),
10% or more of the voting power or value of our ordinary shares, and we believe that those United States persons collectively own, directly
or constructively, more than 25% of the voting power or value of our ordinary shares.

 Related
Person Insurance Income. A different definition of CFC is applicable in the case of a foreign corporation which earns "related
person insurance income" ("RPII"). RPII is a Code Subpart F insurance income attributable to insurance policies or
reinsurance contracts where the person that is directly or indirectly insured or reinsured is a RPII shareholder or a related person
to the RPII shareholder. A "RPII shareholder" is a United States person who owns, directly or indirectly through foreign
entities, any amount of our ordinary shares. Generally, for purposes of the RPII rules, a related person is someone who controls or is
controlled by the RPII shareholder or someone who is controlled by the same person or persons which control the RPII shareholder. Control
is measured by either more than 50% in value or more than 50% in voting power of shares after applying certain constructive ownership
rules. For purposes of taking into account RPII, and subject to the exceptions described below, Oxbridge Reinsurance Limited or Oxbridge
Re NS will be treated as a CFC if our RPII shareholders collectively own, indirectly, 25% or more of the total combined voting power
or value of their respective shares on any day during a taxable year. If Oxbridge Reinsurance Limited or Oxbridge Re NS is a CFC at any
time during a taxable year under the special RPII rules, any U.S. Holder that owns ordinary shares on the last day of any such taxable
year must include in gross income for U.S. federal income tax purposes the U.S. Holder's allocable share of the RPII of Oxbridge
Reinsurance Limited for the entire taxable year, subject to certain modifications. Among other exceptions, the RPII rules do not apply
if the insurance company's RPII, determined on a gross basis, is less than 20% of such respective entity's gross insurance
income for such taxable year. We do not believe that the 20% gross insurance income threshold will be met. However, we cannot assure
you that this is or will continue to be the case. Consequently, we cannot assure you that a person who is a direct or indirect United
States shareholder will not be required to include amounts in its income in respect of RPII in any taxable year.

 United
States tax-exempt organizations who own ordinary shares may recognize unrelated business taxable income.

 If
you are a United States tax-exempt organization you may recognize unrelated business taxable income if a portion of our Code Subpart
F insurance income is allocated to you. In general, Code Subpart F insurance income will be allocated to you if we are a CFC as discussed
above and you are a United States 10% shareholder or there is related person insurance income and certain exceptions do not apply. If
you are a United States tax-exempt organization, we advise you to consult your own tax advisor regarding the risk of recognizing unrelated
business taxable income.

 Changes
in United States tax laws may be retroactive and could subject us, and/or United States persons who own ordinary shares to United States
income taxation on our undistributed earnings.

 The
tax laws and interpretations regarding whether a company is engaged in a United States trade or business, is a CFC, has RPII, or is a
PFIC are subject to change, possibly on a retroactive basis. There are currently no regulations regarding the application of the PFIC
rules to an insurance company and the regulations regarding RPII are still in proposed form. New regulations or pronouncements interpreting
or clarifying such rules may be forthcoming from the IRS. We are not able to predict if, when or in what form such guidance will be provided
and whether such guidance will have a retroactive effect.

 We
do not intend to resume paying cash dividends in the foreseeable future.

 On
November 12, 2017, our board of directors decided to suspend our regular quarterly cash dividend. The board of directors intends to reconsider
in the future the payment of a quarterly cash dividend, but the timing of such reconsideration has not been determined, and there is
no intention to resume dividend payments in the foreseeable future, if at all. Any decision to resume dividend payments will be dependent
upon a variety of factors, including the state of our business as well as general market conditions at the time of reconsideration, and
there is no assurance that dividend payments will recommence.

 Outages,
computer viruses and similar events could disrupt our operations.

 We
rely on information technology networks and systems, some of which are owned and operated by third parties, to process, transmit and
store electronic information. Any of these systems may be susceptible to outages due to fire, floods, power loss, telecommunications
failures, terrorist or cyber-attacks and similar events. Despite the implementation of network security measures, our systems and those
of third parties on which we rely may also be vulnerable to computer viruses and similar disruptions. If we or the third parties on whom
we rely are unable to prevent such outages and breaches, our operations could be disrupted.

 Increased
Information Technology ("IT") security threats and more sophisticated computer crime could pose a risk to our systems, networks,
and services.

 Cyber
incidents can result from deliberate attacks or unintentional events. There have been an increased number of significant cyber-attacks
targeted at the retail, insurance, financial and banking industries that include, but are not limited to, gaining unauthorized access
to digital systems for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption.
Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as by causing denial-of-service
attacks on websites. Cyber-attacks by third parties or insiders utilize techniques that range from highly sophisticated efforts to electronically
circumvent network security or overwhelm a website to more traditional intelligence gathering, and social engineering aimed at obtaining
information necessary to gain access.

 Increased
global IT security threats are more sophisticated and targeted computer crimes pose a risk to the security of our systems and networks
and the confidentiality, availability and integrity of our data. The open nature of interconnected technologies may allow for a network
or Web outage or a privacy breach that reveals sensitive data or transmission of harmful/malicious code to business partners and clients.
Because the techniques used to obtain unauthorized access, disable, or degrade service, or sabotage systems change frequently and may
be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures.

 Cyber-attacks
may result in substantial financial and reputational cost, including but are not limited to:

 Compromising
 of confidential information;

 Manipulation
 and destruction of data;

 Loss
 of trade secrets;

 System
 downtimes and operational disruptions;

 Remediation
 costs that may include liability for stolen assets or information and repairing system damage, as well as incentives offered to business
 partners in an effort to maintain business relationships;

 Loss
 of revenues resulting from unauthorized use of proprietary information;

 Cost
 to deploy additional protection strategies, training employees and engaging third party experts and consultants;

 Reputational
 damage adversely affecting investor confidence; and

 Costly
 litigation.

 The
control environment for cybersecurity is an ever-changing risk landscape across the entire attack surface which includes risks from on-premises,
cloud infrastructure, software as a service and mobile applications. While we attempt to mitigate these risks by employing a number of
cybersecurity measures, such measures may be insufficient to prevent a cyberattack and our systems, networks, and services remain potentially
vulnerable to advanced threats.

 Increased
scrutiny by and changing expectations from investors, employees, and other stakeholders regarding our environmental, social, and governance ("ESG") practices and reporting could
cause us to incur additional costs and adversely impact our reputation, tenant and employee acquisition and retention, and access to
capital.

 Companies
across all industries are facing increasing scrutiny related to their ESG practices and disclosure. Investors, employees, and other stakeholders
have begun to focus increasingly on ESG practices and to place heightened importance on the environmental and social cost of their investments,
business decisions and consumer choices. For example, an increasing number of investment funds focus on positive ESG practices and sustainability
scores when making an investment decision. Additionally, certain institutional investors have demonstrated increased activism with respect
to their existing investments, including by urging companies to take certain actions in areas of perceived ESG significance.

 Investors,
particularly institutional investors, use or may use third-party benchmarks and scores to assess our ESG practices against our peers
and if we are perceived as lagging, such investors may decide to not invest in our ordinary shares or to divest from their current investment,
and we may face reputational challenges. Alternatively, such investors may decide to actively engage with us to improve ESG disclosure
or performance, and may also make voting decisions on this basis. Given increased investor focus and demand, public disclosure regarding
ESG practices is becoming more broadly expected. Any disclosure we make may include our policies and practices on a variety of ESG matters,
including corporate governance, environmental compliance, human capital management, and workforce inclusion and diversity. It is possible
that stakeholders may not be satisfied with our ESG practices, reporting and goals, or with our speed of adoption. If our ESG practices
and disclosures do not meet investor, tenant, employee or other stakeholder expectations, which continue to evolve, our reputation and
employee retention, and access to capital may be negatively impacted.

 In
2022, the SEC proposed extensive rules aimed at enhancing and standardizing climate-related disclosures in an effort to foster
greater consistency, comparability and reliability of climate-related information among public issuers. In March 2024, the SEC
adopted final rules which will require public issuers to include prescribed climate-related information in their registration
statements and annual reports, including information regarding greenhouse gas emissions and climate-related risks and opportunities
and related financial impacts, governance and strategy. Additionally, we may become subject to new compliance requirements and/or
new costs or taxes associated with natural resource or energy usage and related emissions (such as a "carbon tax"),
which could increase our operating costs.

 We
could incur additional costs relating to implementing, monitoring and reporting various ESG practices and initiatives, as well as complying
with applicable law, which could place a strain on our personnel, systems and resources. Our failure, or perceived failure, to meet the
goals and objectives we set in any ESG disclosure within the timelines announced or at all, or the expectations of our various stakeholders
could negatively impact our reputation, tenant and employee retention, and access to capital.

 ITEM
1B UNRESOLVED STAFF COMMENTS

 The
Company has no unresolved written comments regarding its periodic or current reports from the staff of the SEC.

 ITEM
1C CYBERSECURITY

 Governance

 Cybersecurity
is an integral part of the Board's risk analysis and discussions with management. At least annually, the full Board is updated
on the Company's cybersecurity risks and risk mitigation strategy by our Chief Information Officer ("CIO"), who is
responsible for management of our Information Technology program. The Board also receives ad hoc updates, as needed, about material changes
to the Company's cybersecurity program and/or the cybersecurity landscape, including briefings on major legislative and regulatory
developments.

 Our CIO regularly evaluates the Company's cybersecurity risk profile
and leads the development of strategies to mitigate risks and address cybersecurity issues that may arise in consultation with members
of our senior management team. Our CIO holds a Ph. D. in Information Systems from the London School of Economics and has over 20 years'
experience and certifications in the field of information technology and data security.

 We
have formal policies and procedures that address cybersecurity incident response and disaster recovery from interference with our critical
applications. Our Cybersecurity Incident Response Standard provides a documented framework for responding to cybersecurity incidents
in coordination across multiple departments. In the event of such an incident, our Cybersecurity Incident Response Team ("CIRT"),
which is comprised of our CIO, Chief Executive Officer, Chief Financial Officer, and outside legal counsel, would respond to such incident
in accordance with our Cybersecurity Incident Response Standard. Any cybersecurity incident that is designated by the CIRT with a "High"
severity classification according to the Cybersecurity Incident Response Standard or that otherwise necessitates regulatory disclosure
because of its materiality, will be communicated by the CIRT to the Board within specified timeframes. All cybersecurity incidents, will
be evaluated by our CIRT to assess the impact of the incident on the Company, considering qualitative and quantitative factors. In conducting
this assessment and responding to an incident, the CIRT Team may utilize the services of third-party consultants. Third-party consultants
may be engaged to assist with the identification of the source of any cybersecurity incidents, remediation and recovery from such incident,
and the refinement of cybersecurity controls to avert similar future cybersecurity threats and incidents.

 Cybersecurity
user awareness training is mandatory for all new hires and for existing employees on an annual basis to help protect our employees and
the Company against cybersecurity threats. Novel cybersecurity threats to the Company that are identified by our CIO are communicated
to all employees by email, as needed, in an effort to promote awareness and protect the Company from cyber attacks.

 Risk
Management Strategy

 We
maintain an Enterprise Risk Management ("ERM") program to identify and respond to the most critical risks to our
business, including cybersecurity risks. Risks and vulnerabilities from our increased reliance on information technology systems are
assessed at least annually by our CIO and Executive Management Team as part of our ERM program. In response to such assessments,
controls are embedded into our processes and technology by our CIO and Executive Management Team to seek to mitigate risks to our
systems and processes from cybersecurity incidents. We continuously evaluate whether we have adequate controls in place utilizing
a risk-based approach that tailors and applies best practice from various industry standard IT Management frameworks such as
Information Technology Infrastructure Library (ITIL), Control Objectives for Information Technologies (COBIT), National Institute of
Standards and Technology CyberSecurity Framework, and ISO/IEC 27001.

 Our daily operations are continuously monitored. We monitor traffic traversing
our computer networks and have implemented IT controls and processes to secure our business applications and prevent unauthorized access
to or the loss of sensitive data. Our controls include the use of multiple encryption layers for data in transit and at rest, multi-factor
authentication, data classification, and data loss prevention. We plan to assess the adequacy of our cybersecurity IT controls through
annual cybersecurity vulnerability testing.

 We
maintain a risk-based approach to evaluating and overseeing cybersecurity risks presented by our third-party vendors. Third-party vendors
that meet certain criteria, such as owning and operating any information technology networks and systems on which the Company relies,
are evaluated to assess their performance across several domains, including data security and operations management. We seek to maintain
effective communication with our third-party vendors to facilitate timely notification of cybersecurity incidents that might impact the
Company. We also independently monitor reputable cybersecurity publications for notifications about vulnerabilities in widely
used software libraries, APIs, and other generally available technologies upon which our third-party vendors' products might rely.

risks from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially
affect, us, our business strategy, results of operations or financial condition, like other companies in our industry, we could, from
time to time, experience threats and security incidents related to our and our third-party vendors' information systems. For more
information, please see "Item 1A. Risk Factors - Increased Information Technology ("IT") security threats and more sophisticated
computer crime could pose a risk to our systems, networks, and services."

 ITEM
2 PROPERTIES

 We
currently lease office space at Suite 201, 42 Edward Street, Georgetown, Grand Cayman. This lease expires in February 2027. We believe
that our current office is suitable and sufficient for us to conduct our operations for the foreseeable future.

 ITEM
3 LEGAL PROCEEDINGS

 We
are not currently involved in any litigation or arbitration. We anticipate that, similar to the rest of the insurance and reinsurance
industry, we will be subject to litigation and arbitration in the ordinary course of business.

 ITEM
4 MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

 ITEM
5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information for Ordinary Shares

 The
Company's ordinary shares and warrants are listed on The NASDAQ Capital Market under the symbols "OXBR" and "OXBRW,"
respectively.

 Holders
of Record and Tax Information

 As
of March 26, 2024, there were 13 holders of record of our ordinary shares. There are no current applicable Cayman Islands laws, decrees
or regulations relating to restrictions on the import or export of capital or exchange controls affecting remittances of dividends, interest
and other payments to non-resident holders of our ordinary shares. There are no existing laws or regulations of the Cayman Islands imposing
taxes or containing withholding provisions to which United States holders of our ordinary shares are subject. There are no reciprocal
tax treaties between the Cayman Islands and the United States.

 Dividend
Policy

 The
declaration and payment of dividends will be at the discretion of our Board of Directors and will depend on our results of operations
and cash flows, our financial position and capital requirements, general business conditions, rating agency guidelines (if applicable),
any legal, tax, regulatory and contractual restrictions on the payment of dividends, and any other factors considered relevant by our
Board of Directors. Our ability to pay dividends will also depend on the requirements of any future financing agreements to which we
may be a party and the ability of our reinsurance subsidiaries, or other subsidiaries, to pay dividends to us. Although Oxbridge Re Holdings
Limited is not subject to any significant legal prohibitions on the payment of dividends, Oxbridge Reinsurance Limited and Oxbridge Re
NS, our reinsurance subsidiaries, are subject to Cayman Islands regulatory constraints that affect their ability to pay dividends to
us and include a minimum net worth requirement. Currently, the minimum net worth requirement for Oxbridge Reinsurance Limited and Oxbridge
Re NS is $500. As of December 31, 2023, both subsidiaries exceeded the minimum requirement. By law, Oxbridge Reinsurance Limited and
Oxbridge Re NS is restricted from paying a dividend if such a dividend would cause its net worth to drop to less than the required minimum.

 We
paid no dividends in both 2023 and 2022.

 Any
future determination to declare cash dividends will be made at the discretion of our Board of Directors, subject to applicable laws,
and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions,
general business conditions and other factors that our Board of Directors may deem relevant.

 Unregistered
Sales of Equity Securities

 There
were no unregistered sales of equity securities by us during the year ended December 31, 2023, other than as previously disclosed in
our Current Report on Form 8-K filed with the SEC on June 28, 2023.

 Issuer
Purchases of Equity Securities

 The
Company did not repurchase any ordinary shares or warrants in 2023.

 ITEM
6 [RESERVED]

 Not
applicable.

 ITEM
7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following management discussion and analysis is intended to help the reader understand our business, financial condition, results of
operations, liquidity and capital resources. You should read this discussion in conjunction with our Consolidated Financial Statements
and the related notes contained elsewhere in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 This
discussion contains forward-looking statements that are not historical facts, including statements about our beliefs and expectations.
These statements are based upon current plans, estimates and projections. Our actual results may differ materially from those projected
in these forward-looking statements as a result of various factors. See " Forward Looking Statements " appearing at
the beginning of this Annual Report on Form 10-K and Item 1A, " Risk Factors."

 The
following is a discussion and analysis of our results of operations for the years ended December 31, 2023 and 2022 and our financial
condition as of December 31, 2023 and 2022. The following discussion should be read in conjunction with our consolidated financial
statements and related notes included elsewhere in this Annual Report on Form 10-K. References to "we,"
"us," "our," "our company," or "the Company" refer to Oxbridge Re Holdings Limited
and its wholly-owned subsidiaries, Oxbridge Reinsurance Limited, Oxbridge Re NS, SurancePlus Holdings Ltd., SurancePlus, Inc. and
DSN Blockchain Technologies Ltd., unless the context dictates otherwise.

 Overview
and Trends

 We are a Cayman Islands specialty
property and casualty reinsurer that provides reinsurance solutions through our reinsurance subsidiaries, Oxbridge Reinsurance Limited
and Oxbridge Re NS. We focus on underwriting fully collateralized reinsurance contracts primarily for property and casualty insurance
companies in the Gulf Coast region of the United States, with an emphasis on Florida. We specialize in underwriting medium frequency,
high severity risks, where we believe sufficient data exists to analyze effectively the risk/return profile of reinsurance contracts.
Oxbridge Re NS functions as a reinsurance sidecar which increases the underwriting capacity of Oxbridge Reinsurance Limited. Oxbridge
Re NS issues participating notes to third party investors, the proceeds of which are utilized to collateralize Oxbridge Reinsurance Limited's
reinsurance obligations.

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

 In our historical reinsurance business operations, we
underwrite reinsurance contracts on a selective and opportunistic basis as opportunities arise based on our goal of achieving favorable
long-term returns on equity for our shareholders. Our goal is to achieve long-term growth in book value per share by writing business
that generates attractive underwriting profits relative to the risk we bear. Additionally, we complement our underwriting profits with
investment profits on an opportunistic basis. Our underwriting business focus is on fully collateralized reinsurance contracts for property
catastrophes, primarily in the Gulf Coast region of the United States, with an emphasis on Florida. Within that market and risk category,
we attempt to select the most economically attractive opportunities across a variety of property and casualty insurers. As our capital
base grows, however, we expect that we will consider further growth opportunities in other geographic areas and risk categories.

 Our
level of profitability in our historical reinsurance business is primarily determined by how adequately our premiums assumed and
investment income cover our costs and expenses, which consist primarily of acquisition costs and other underwriting expenses, claim
payments and general and administrative expenses. One factor leading to variation in our operational results is the timing and
magnitude of any follow-on offerings we undertake (if any), as we are able to deploy new capital to collateralize new reinsurance
treaties and consequently, earn additional premium revenue. In addition, our results of operations may be seasonal in that
hurricanes and other tropical storms typically occur during the period from June 1 through November 30. Further, our results of
operations may be subject to significant variations due to factors affecting the property and casualty insurance industry in
general, which include competition, legislation, regulation, general economic conditions, judicial trends, and fluctuations in
interest rates and other changes in the investment environment.

 Because
we employ an opportunistic underwriting and investment philosophy, period-to-period comparisons of our underwriting results may not be
meaningful. In addition, our historical investment results may not necessarily be indicative of future performance. Due to the nature
of our reinsurance and investment strategies, our operating results will likely fluctuate from period to period.

 Compared
to most of our competitors, we are small and have low overhead expenses. We believe that our expense efficiency, agility and existing
relationships support our competitive position and allows us to profitably participate in lines of business that fit within our strategy.
Over time we expect our expense advantage could erode as the industry seeks to reduce frictional costs.

 Recent
Developments

 Formation
of SurancePlus

 SurancePlus, an indirect wholly-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.

 On
March 27, 2023, we, through SurancePlus, issued a press release announcing the commencement of an offering by SurancePlus of up to $5.0
million of DeltaCat Re Tokens with a purchase price of $10.00 per DeltaCat Re Token and representing one share of Series DeltaCat Re
Preferred Shares per DeltaCat Re Token (the "Private Placement").

 On
June 27, 2023, SurancePlus completed the Private Placement. The aggregate amount raised in the Private Placement was $2,447,760 for
the issuance of 244,776 DeltaCat Re Tokens, of which approximately $1,280,000 was received from third-party investors
and approximately $1,167,000 was received from Oxbridge Re Holdings Limited.

 On
September 11, 2023, the DeltaCat Re tokens were reclassified as tokenized interests carrying rights equivalent to the DeltaCat Re Preferred
Shares in accordance with the provisions of British Virgin Islands law.

 Oxbridge Acquisition Corp.

 On
February 28, 2023, the Company announced in a press release that Oxbridge Acquisition Corp. ("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").
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.

 The
Company's wholly-owned licensed reinsurance subsidiary, Oxbridge Reinsurance Limited ("Oxbridge Reinsurance"), was
the lead investor in Oxbridge Acquisition's sponsor and currently indirectly holds the equivalent of 1,423,827 of Jet. AI
common stock (NASDAQ: JTAI), 3,094,999 of Jet. AI public warrants (NASDAQ: JTAIW) and 285 of Jet. AI Series A-1 Convertible Preferred
Stock with purchase price of $285,000.

 Bridge
Loan with Affiliate

 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.

 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.

 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.

 The
Company invested the sum of $100,000 in the Notes and is 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
receive an aggregate of $140,000 upon the redemption of the Notes.

 PRINCIPAL
REVENUE AND EXPENSE ITEMS

 Revenues

 We
derive our most significant revenues from three principal sources:

 premiums
 assumed from reinsurance on property and casualty business;

 income
 from investments and unrealized (loss)/ gain on other investments;

 income
 under our Administrative Services Agreement

 income
 from SurancePlus ITOM fees

Assumed

assumed include all premiums received by a reinsurance company during a specified accounting period, even if the policy provides coverage
beyond the end of the period. Premiums are earned over the term of the related policies. At the end of each accounting period, the portion
of the premiums that are not yet earned are included in the unearned premiums reserve and are realized as revenue in subsequent periods
over the remaining term of the policy. Our policies typically have a term of twelve months. Thus, for example, for a policy that is written
on July 1, 2023, typically one-half of the premiums will be earned in 2023 and the other half will be earned during 2024. However, in
the event of limit losses on our policies, premium recognition will be accelerated to match losses incurred in the period, when there
is no possibility of any future treaty-year losses under the contracts.

from reinsurance on property and casualty business assumed are directly related to the number, type and pricing of contracts we write.

assumed are recorded net of change in loss experience refund, which consists of changes in amounts due to the cedants under two of our
reinsurance contracts. These contracts contain retrospective provisions that adjust premiums in the event losses are minimal or zero.
We recognize a liability pro-rata over the period in which the absence of loss experience obligates us to refund premiums under the contracts,
and we will derecognize such liability in the period in which a loss experience arises. The change in loss experience refund is negatively
correlated to loss and loss adjustment expenses described below.

 Investment
Income

 Income
from our investments is primarily comprised of net realized and unrealized gains (losses) interest income and dividends on investment
securities. Such income is primarily from the Company's investments, which includes other investments in Jet. AI and investments
held in trust accounts that collateralize the reinsurance policies that we write. The investment parameters for trust accounts are generally
be established by the cedant for the relevant policy.

 Administrative
Services Agreement

 Commencing
on the effective date of the SPAC's IPO, the Sponsor agreed to pay the Company a total of up to $10,000 per month for office space,
utilities, secretarial and administrative support to the Sponsor and the SPAC. Upon completion of the SPAC's initial Business Combination
or the SPAC's liquidation, the Sponsor will cease paying these monthly fees. For the year ended December 31, 2023, the Company
received $80,000, and recorded income of $80,000 from the Sponsor under the Administrative Services Agreement, which is included in "net
investment and other income" in the consolidated statements of operations.

 Incentive,
Technology, Origination and Management Fee Income

 During the year ended December 31, 2023, the Company's subsidiary,
SurancePlus, entered into subscription agreements for the sale of DeltaCat Re Tokens representing fractionalized interest in reinsurance
contracts underwritten by Oxbridge Re NS. The DeltaCat Re Tokens were issued on the Avalanche blockchain.

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

 Expenses

 Our
expenses consist primarily of the following:

 losses
 and loss adjustment expenses;

 policy
 acquisition costs and underwriting expenses; and

 general
 and administrative expenses.

 Loss
and Loss Adjustment Expenses

 Loss
and loss adjustment expenses are a function of the amount and type of reinsurance contracts we write and of the loss experience of the
underlying coverage. As described below, loss and loss adjustment expenses are based on the claims reported by our Company's ceding
insurers, and may include an actuarial analysis of the estimated losses, including losses incurred during the period and changes in estimates
from prior periods. Depending on the nature of the contract, loss and loss adjustment expenses may be paid over a period of years.

 Policy
Acquisition Costs and Underwriting Expenses

 Policy
acquisition costs and underwriting expenses consist primarily of brokerage fees, ceding commissions, premium taxes and other direct expenses
that relate to our writing of reinsurance contracts. We amortize deferred acquisition costs over the related contract term.

and Administrative Expenses

and administrative expenses consist of salaries and benefits and related costs, including costs associated with our professional fees,
rent and other general operating expenses consistent with operating as a public company.

 RESULTS
OF OPERATIONS

 The
following table summarizes our results of operations for the years ended December 31, 2023 and 2022 (dollars in thousands, except per
share amounts):

 Years Ended December 31,

 2023

 2022

 Revenue

 Assumed premiums

 $
 2,170

 Change in unearned premiums reserve

 (915
)

 Net premiums earned

 1,255

 Net investment and other income

 Management fee income

 -

 Net realized investment gain

 -

 Unrealized loss on other investments

 (8,945
)

 (35
)

 (338
)

 Total revenue

 (7,049
)

 Expenses

 Losses and loss adjustment expenses

 -

 1,073

 Policy acquisition costs and underwriting expenses

 General and administrative expenses

 2,183

 1,413

 Total expenses

 2,324

 2,596

 Loss before income attributable to noteholders

 (9,373
)

 (1,746
)

 Income attributable to noteholders

 (542
)

 (43
)

 $
 (9,915
)

 (1,789
)

 Loss per share

 Basic and Diluted

 $
 (1.69
)

 (0.31
)

 Weighted-average shares outstanding

 Basic and Diluted

 5,867,129

 5,772,396

 Performance ratios to net premiums earned:

 Loss ratio

 0.0
 %

 107.8
 %

 Acquisition cost ratio

 11.2
 %

 11.0
 %

 Expense ratio

 185.2
 %

 153.1
 %

 Combined ratio

 185.2
 %

 260.9
 %

 Comparison
of the Year Ended December 31, 2023 to Year Ended December 31, 2022

 General.
 Net loss for the year ended December 31, 2023 was $9.9 million or $1.69 basic and diluted loss per share compared to a net loss
of $1.8 million or $0.31 basic and diluted earnings per share for the year ended December 31, 2022. The increase in loss is due
primarily to an increase in unrealized losses on the Company's investment in Jet. AI and increased general expenses associated with
the launch of SurancePlus during the year ended December 31, 2023, when compared with the prior year.

 Premium
Income. Net premiums earned typically reflects the pro-rata inclusion into income of premiums assumed over the life of the reinsurance contracts. Net premiums earned for the year ended December 31, 2023 increased
$260,000, to $1.26 million, from $995,000 for the year ended December 31, 2022. The increase is due to the higher rates on
reinsurance contracts during the year ended December 31, 2023, when compared to the prior year.

 Losses
Incurred. Losses incurred for the year ended December 31, 2023 decreased to $0 from $1.07 million, for the year
ended December 31, 2022. The decrease during the year is wholly due to the triggering of a limit loss on two of the Company's reinsurance
contracts, due to the impact of Hurricane Ian on our book of business in September 2022.

 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, 2023
increased by $31,000, to $141,000 from $110,000 for the year ended December 31, 2022. The increase is due wholly due to
the higher rates on reinsurance contracts during the year ended December 31, 2023 as mentioned above when compared to the prior year.

and Administrative Expenses. General and administrative expenses for the year ended December 31, 2023 increased by approximately
$800,000 to $2.2 million from $1.4 million for the year ended December 31, 2022. The increase is due to expense fluctuations during
the year ended December 31, 2023, and all the offering costs associated with Maxim equity distribution agreement along with the costs incurred in the launch of SurancePlus Inc.'s
DeltaCat Re Token offering being recognized in
the year ended December 31, 2023.

 MEASUREMENT
OF RESULTS

 We
use various measures to analyze the growth and profitability of business operations. For our reinsurance business, we measure growth
in terms of premiums assumed and we measure underwriting profitability by examining our loss, underwriting expense and combined ratios.
We analyze and measure profitability in terms of net income and return on average equity.

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.

 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 for the year ended December 31, 2023 decreased to 0% from 107.8% for the year
ended December 31, 2022. The decrease during the year ended December 31, 2023 is wholly due to the limit losses suffered on two of our
reinsurance contracts as a result of Hurricane Ian, in the previous year when compared to no losses during the year ended December 31, 2023.

 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 increased marginally to 11.2% for the year ended December 31, 2023.

 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 increased from 153.1%
for the year ended December 31, 2022 to 185.2% for the year ended December 31, 2023. The increase is due to higher general and administrative
expenses during the year ended December 31, 2023 primarily from the expenses associated with Maxim's equity distribution agreement and launch of SurancePlus
Inc. private placement offering.

 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 260.9% for the year ended December 31, 2022 to 185.2% for the year ended December
31, 2023. The decrease is due to the decrease in loss ratio during the year ending December 31, 2023 as a result of limit loss suffered
under two of our reinsurance contracts in the prior year, as well as higher general and administrative expenses.

 FINANCIAL
CONDITION – DECEMBER 31, 2023 COMPARED TO DECEMBER 31, 2022

 Restricted
Cash and Cash Equivalents. As of December 31, 2023, our restricted cash and cash equivalents decreased by $183,000, to $3.7
million from $3.9 million as of December 31, 2023. The decrease is the result of funds being released from the underlying trusts for
treaty year ending May 31, 2023 more than offsetting new collateral deposits for treaty year ending May 31, 2024.

 Investments.
 As of December 31, 2023, our equity securities increased marginally by $38,000 to $680,000, from $642,000 as of
December 31, 2023. The increase is primarily a result of the positive change in value of the equity securities market during the year ended December
31, 2023.

 Other
investments. As of December 31, 2023, our other investments decreased to $2.5 million from $11.4 million at December 31, 2022.
The decrease is due to the fair value changes of our investment in Jet. AI in which the Company has an equity investment measured at
fair value.

 Reserve
of losses and loss adjustment expenses. As of December 31, 2023, our reserve for loss and loss adjustment expenses decreased
to $0 from $1.1 million at December 31, 2022. The decrease is due to the payment made during 2023 and no losses occurring
in the current year.

 Notes
Payable to Noteholders. As of December 31, 2023, our notes payable decreased by $98,000 to $118,000 from $216,000 at December
31, 2022, The decrease is due to a payment made to noteholders on the underlying contracts for previous treaty periods.

 Unearned
Premiums Reserve. As of December 31, 2023, our unearned premiums reserve increased by $915,000, to $915,000 from $0 at
December 31, 2022. The increase is due wholly to the recognition of premium income on in-force reinsurance contracts during the year
ending December 31, 2023.

 LIQUIDITY
AND CAPITAL RESOURCES

 We
are organized as a holding company and provide administrative and management services to our subsidiaries, as well as to Oxbridge
Acquisition Corp., a special purpose acquisition company, up to the time of its business combination with Jet. AI Inc.
("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.

 Sources
and Uses of Funds

 Our
sources of funds primarily consist of premium receipts (net of brokerage fees and federal excise taxes, where applicable) and investment
income, including interest, dividends and realized gains. We use cash to pay losses and loss adjustment expenses, other underwriting
expenses, dividends, and general and administrative expenses. Substantially all of our surplus funds, net of funds required for cash
liquidity purposes, are invested in accordance with our business plan and investment guidelines. Our investment portfolio, except for
our investment in Jet. AI, is primarily comprised of cash and highly liquid securities, which can be liquidated, if necessary, to meet
current liabilities, We believe that we have sufficient flexibility to liquidate any securities that we own to generate liquidity.

 As
of December 31, 2023, 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. However, we cannot provide assurances that in the future we will not incur indebtedness to implement our business
strategy, pay claims or make acquisitions.

Oxbridge Re Holdings Limited is not subject to any significant legal prohibitions on the payment of dividends, its subsidiaries Oxbridge
Reinsurance Limited and Oxbridge Re NS are subject to Cayman Islands regulatory constraints that affect its ability to pay dividends
to us and include a minimum net worth requirement. Currently, the minimum net worth requirement for each subsidiary is $500. As of December
31, 2023, each subsidiary exceeded the minimum required. By law, each subsidiary is restricted from paying a dividend if such a dividend
would cause its net worth to drop to less than the required minimum.

 Cash
Flows

 Our
cash flows from operating, investing, and financing activities for the years ended December 31, 2023 and 2022 are summarized below.

 Cash
Flows for the Year ended December 31, 2023 (in thousands)

 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.

 Cash
Flows for the Year ended December 31, 2022 (in thousands)

 Net
cash used in operating activities for the year ended December 31, 2022 totaled $829, which consisted primarily of cash received on net
written premiums less cash disbursed for operating expenses and reserve for loss and loss adjustment expenses. Net cash used in investing
activities of $661 was primarily due to other investments and the net purchase and sales of equity securities. There was no cash used
in or provided by financing activities.

 OFF-BALANCE
SHEET ARRANGEMENTS

 As
of December 31, 2023, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of Regulation S-K.

 Exposure
to Catastrophes

 As
with other reinsurers, our operating results and financial condition could be adversely affected by volatile and unpredictable natural
and man-made disasters, such as hurricanes, windstorms, earthquakes, floods, fires, riots and explosions, and particularly to weather
events in the State of Florida. Although we attempt to limit our exposure to levels we believe are acceptable, it is possible that an
actual catastrophic event or multiple catastrophic events could have a material adverse effect on our financial condition, results of
operations and cash flows. As described under "CRITICAL ACCOUNTING POLICIES— Reserves for Losses and Loss Adjustment Expenses "
below, under accounting principles generally accepted in the United States of America ("GAAP"), we are not permitted to establish
loss reserves with respect to losses that may be incurred under reinsurance contracts until the occurrence of an event which may give
rise to a claim. As a result, only loss reserves applicable to losses incurred up to the reporting date may be established, with no provision
for a contingency reserve to account for expected future losses.

 CRITICAL
ACCOUNTING POLICIES

 We
are required to make estimates and assumptions in certain circumstances that affect amounts reported in our consolidated financial statements
and related footnotes. We evaluate these estimates and assumptions on an on-going basis based on historical developments, market conditions,
industry trends and other information that we believe to be reasonable under the circumstances. These accounting policies pertain to
fair value measurements, particular with respect to our investment in Jet. AI., premium revenues and risk transfer, reserve for loss and
loss adjustment expenses, and deferred acquisition costs.

 Fair
value measurement: GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements).

 The
three levels of the fair value hierarchy under GAAP are as follows:

 Level
1 Inputs that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability
to access at the measurement date;

 Level
2 Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets
that are not considered to be active;

 and

 Level
3 Inputs that are unobservable.

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.

 Premium
Revenue and Risk Transfer. We record premiums revenue as earned pro-rata over the terms of the reinsurance agreements and the
unearned portion at the balance sheet date is recorded as unearned premiums reserve. A reserve is made for estimated premium deficiencies
to the extent that estimated losses and loss adjustment expenses exceed related unearned premiums. Investment income is not considered
in determining whether or not a deficiency exists.

 We
account for reinsurance contracts in accordance with ASC 944, ''Financial Services – Insurance." Assessing whether
or not a reinsurance contract meets the conditions for risk transfer requires judgment. The determination of risk transfer is critical
to reporting premiums written. If we determine that a reinsurance contract does not transfer sufficient risk, we must account for the
contract as a deposit liability.

 Reserves
for Losses and Loss Adjustment Expenses. We determine our reserves for losses and loss adjustment expenses on the basis of the
claims reported by our ceding insurers and for losses IBNR, we use the assistance of an independent actuary. The reserves for losses
and loss adjustment expenses represent management's best estimate of the ultimate settlement costs of all losses and loss adjustment
expenses.

 We
believe that the amounts are adequate; however, the inherent impossibility of predicting future events with precision, results in uncertainty
as to the amount which will ultimately be required for the settlement of losses and loss expenses, and the differences could be material.
Adjustments are reflected in the consolidated statements of income in the period in which they are determined.

 Under
GAAP, we are not permitted to establish loss reserves until the occurrence of an actual loss event. As a result, only loss reserves applicable
to losses incurred up to the reporting date may be recorded, with no allowance for the provision of a contingency reserve to account
for expected future losses. Losses arising from future events, which could be substantial, are estimated and recognized at the time the
loss is incurred.

 As
at December 31, 2023 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.

 Our
reserving methodology does not lend itself well to a statistical calculation of a range of estimates surrounding the best point estimate
of our reserve for loss and loss adjustment expense. Due to the low frequency and high severity nature of claims within much of our business,
our reserving methodology principally involves arriving at a specific point estimate for the ultimate expected loss on a contract-by-contract
basis, and our aggregate loss reserves are the sum of the individual loss reserves established.

 Deferred
Acquisition Costs. We defer certain expenses that are directly related to and vary with producing reinsurance business, including
brokerage fees on gross premiums assumed, premium taxes and certain other costs related to the acquisition of reinsurance contracts.
These costs are capitalized and the resulting asset, deferred acquisition costs, is amortized and charged to expense in future periods
as premiums assumed are earned. The method followed in computing deferred acquisition costs limits the amount of such deferral to its
estimated realizable value. The ultimate recoverability of deferred acquisition costs is dependent on the continued profitability of
our reinsurance underwriting. If our underwriting ceases to be profitable, we may have to write off a portion of our deferred acquisition
costs, resulting in a further charge to income in the period in which the underwriting losses are recognized.

 ITEM
7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a smaller reporting company as defined by Rule 229.10(f)(1) of the Exchange Act, we are not required to provide the information under
this item.

 ITEM
8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements and supplementary data have been filed as a part of this Annual Report on Form 10-K as indicated in the Index to
Consolidated Financial Statements and Financial Statement Schedules appearing on page 50 of this Annual Report on Form 10-K.

 ITEM
9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Under
the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer
(our principal financial officer), we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K (December 31, 2023).
Our disclosure controls and procedures are intended to ensure that the information we are required to disclose in the reports that we
file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's
rules and forms and (ii) accumulated and communicated to our management, including the principal executive officer and principal financial
officer to allow timely decisions regarding required disclosures.

 Based
on that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered
by this Annual Report on Form 10-K, our disclosure controls and procedures were effective.

 It
should be noted that any system of controls, however well designed and operated, can provide only reasonable, and not absolute, assurance
that the objectives of the system will be met. In addition, the design of any control system is based in part upon certain assumptions
about the likelihood of future events.

 Management's
Report on Internal Control Over Financial Reporting

 Management
is responsible for establishing and maintaining adequate internal control over our financial reporting (as defined in Rule 13a-15(f)
and 15d-15(f) of the Exchange Act). Internal control over financial reporting is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.

 Our
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets, (ii) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally
accepted in the United States of America, and that our receipts and expenditures are being made only in accordance with authorizations
of our management and directors, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the financial statements.

 Our
management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this evaluation,
our principal executive officer and principal financial officer concluded that, as of December 31, 2023, our internal control over financial
reporting was effective.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.

 This
Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our independent registered public accounting firm
pursuant to scaled disclosure requirements applicable to non-accelerated filers that permit us to provide only management's report
in this Annual Report.

 Changes
in Internal Control Over Financial Reporting

 There
have been no changes in our internal control over financial reporting that occurred during the three months and the year ended December
31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B OTHER INFORMATION

 None
of our directors or executive officers adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule-10b5-1
trading arrangement," as each term is defined in Item 408(a) of Regulation S-K, during the fiscal quarter ended December 31, 2023.

 ITEM
9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Other
than the information regarding our code of ethics set forth below, the information required by this Item is incorporated herein by reference
to the definitive proxy statement for our 2024 Annual Meeting of Shareholders to be filed with the SEC not later than 120 days after
December 31, 2023.

 We
have adopted a code of ethics applicable to all employees and directors, including our principal executive officer, principal financial
officer and principal accounting officer. We have posted the text of our code of ethics to our internet website: www.oxbridgere.com.
To access our code of ethics, select "Investor Information" on our website and then select "Corporate Governance,"
then "Code of Conduct." We intend to disclose any change to or waiver from our code of ethics by posting such change or waiver
to our internet website within the same section as described above.

 ITEM
11 EXECUTIVE COMPENSATION

 The
information required by this Item is incorporated herein by reference to the definitive proxy statement for our 2024 Annual Meeting of
Shareholders or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after December 31, 2023.

 ITEM
12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 The
information required by this Item is incorporated herein by reference to the definitive proxy statement for our 2024 Annual Meeting of
Shareholders or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after December 31, 2023.

 ITEM
13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 The
information required by this Item is incorporated herein by reference to the definitive proxy statement for our 2024 Annual Meeting of
Shareholders or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after December 31, 2023.

 ITEM
14 PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
information required by this Item is incorporated herein by reference to the definitive proxy statement for our 2024 Annual Meeting of
Shareholders or an amendment to this Form 10-K to be filed with the SEC not later than 120 days after December 31, 2023.

 PART
IV

 ITEM
15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)
Documents Filed as Part of the Report

 The
Consolidated Financial Statements, other financial information, financial statement schedules and report of independent registered public
accounting firm have been filed as part of this Annual Report on Form 10-K as indicated in the Index to Consolidated Financial Statements
and Financial Statement Schedules appearing on page 50 of this Annual Report on Form 10-K.

 (b)
Exhibits

 Reference
is made to the separate exhibit index contained on page 48 filed herewith.

 (c)
Financial Statement Schedules

 The
financial statement schedules and report of independent registered public accounting firm have been filed as part of this Annual Report
on Form 10-K as indicated in the Index to Consolidated Financial Statements and Financial Statement Schedules appearing on page 50 of
this Annual Report on Form 10-K.

 ITEM
16 FORM 10-K SUMMARY

 None.

Re Holdings Limited

to Exhibits

 Exhibit

 Title

 Third Amended and Restated Memorandum and Articles of Association of Oxbridge Re Holdings Limited, as amended through December 19, 2014 (incorporated by reference to Exhibit 3.1 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed December 24, 2014) (Commission File No. 1-36346).

 4.1

 Warrant Agreement, dated March 26, 2014, between Oxbridge Re Holdings Limited and Broadridge Corporate Issuer Solutions, Inc. (incorporated by reference to Exhibit 4.1 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed May 28, 2014) (Commission File No. 1-36346).

 4.3

 Amendment #1 to Warrant Agreement between Oxbridge Re Holdings Limited and Broadridge Corporate Issuer Solutions, Inc. (incorporated by reference to Exhibit 4.1 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed on November 19, 2018) (Commission File No. 1-36346).

 4.4#

 Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934, as amended.

 4.5

 Amendment #2 to Warrant Agreement between Oxbridge Re Holdings Limited and Broadridge Corporate Issuer Solutions, LLC (incorporated by reference to Exhibit 4.1 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed on February 2, 2024) (Commission File No. 1-36346).

 10.2*

 Oxbridge Re Holdings Limited 2014 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed December 24, 2014) (Commission File No. 1-36346).

 10.4*

 Amended and Restated Employment Agreement, dated January 9, 2023, with Jay Madhu (incorporated by reference to Exhibit 10.3 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed January 13, 2023) (Commission File No. 1-36346).

 10.5*

 Amended and Restated Employment Agreement, dated January 9, 2023, with Wrendon Timothy (incorporated by reference to Exhibit 10.4 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed January 13, 2023) (Commission File No. 1-36346).

 10.6*

 Form of Oxbridge Re Holdings Limited 2014 Omnibus Incentive Plan Restricted Share Award (incorporated by reference to Exhibit 10.1 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed January 28, 2015) (Commission File No. 1-36346).

 10.7*

 Form of Oxbridge Re Holdings Limited 2014 Omnibus Incentive Plan Share Option Award Agreement (incorporated by reference to Exhibit 10.2 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed January 28, 2015) (Commission File No. 1-36346).

 10.8*

 Oxbridge Re Holdings 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed January 13, 2023) (Commission File No.1-36346).

 10.9*

 Form of Restricted Stock Agreement under the Oxbridge Re Holdings Limited 2021 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.5 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed January 13, 2023) (Commission File No.1-36346).

 10.10

 Oxbridge Re Holdings Limited Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.1 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed January 13, 2023) (Commission File No.1-36346).

 10.11

 Share Purchase Agreement, dated August 11, 2021, by and between Oxbridge Reinsurance Limited and OAC Sponsor Ltd. (incorporated by reference to Exhibit 10.7 to Oxbridge Re Holdings Limited's Quarterly Report on Form 10-Q filed November 7, 2021) (Commission File No. 1-36346).

 10.12

 Equity Distribution Agreement, dated September 20, 2022, between Oxbridge Re Holdings Limited and Maxim Group LLC (incorporated by reference to Exhibit 1.1 to Oxbridge Re Holdings Limited's Current Report on Form 8-K filed September 30, 2022) (Commission File No.1-36346).

 97.1#

 Clawback Policy.

 21.1

 List of Subsidiaries of Oxbridge Re Holdings Limited.

 23.1

 Consent of Independent Registered Public Accounting Firm.

 31.1

 Certifications of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

 31.2

 Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934.

 Written Statement of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. § 1350.

 The
 following materials from Oxbridge Re Holdings Limited's Annual Report on Form 10-K for the fiscal year ended December 31, 2023
 Statements of Operations, (iii) Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Changes in Shareholders'
 Equity and (v) Notes to Consolidated Financial Statements.

 Cover

 *
Indicates a management contract or compensatory plan or arrangement.

 # Filed herewith

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 By

 /s/
 JAY MADHU

 Jay
 Madhu

 Chief
 Executive Officer and President

 (Principal
 Executive Officer)

 Date:

 March
 26, 2024

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below as of March 25, 2024 by the following persons
on behalf of the registrant and in the capacities indicated:

 /s/
 WRENDON TIMOTHY

 /s/
 JAY MADHU

 Wrendon
 Timothy

 Jay
 Madhu

 Chief
 Financial Officer and Secretary

 Chief
 Executive Officer, President and Director

 (Principal
 Financial Officer and Principal Accounting Officer)

 (Principal
 Executive Officer)

 /s/
 LESLEY THOMPSON

 /s/
 DWIGHT MERREN

 Lesley
 Thompson

 Dwight
 Merren

 Director

 Director

 /s/
 ARUN GOWDA

 Arun
 Gowda

 Director

to Consolidated Financial Statements and Financial Statement Schedules

 Form

 Page(s)

 Financial Statements

 Report of Independent Registered Public Accounting Firm - (PCAOB ID 400)

 Consolidated Balance Sheets at December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Shareholders' Equity for the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 Financial
 Statements Schedules

 Schedule I – Summary of Investments – Other than Investments in Related Parties

 Schedule II – Condensed Financial Information of the Registrant

 Schedule III – Supplementary Insurance Information

 Schedule IV – Supplementary Reinsurance Information

 Report
of Independent Registered Public Accounting Firm

 To
the Shareholders and the Board of Directors

Re Holdings Limited

 Grand
Cayman, Cayman Islands:

 Opinion
on the Consolidated Financial Statements

 We
have audited the accompanying consolidated balance sheets of Oxbridge Re Holdings Limited and Subsidiaries (the "Company"),
as of December 31, 2023 and 2022 and the related consolidated statements of operations, changes in shareholders' equity and cash
flows for the years then ended and the related notes and the consolidated financial statement schedules (collectively referred to as
the "consolidated financial statements"). In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023 and 2022, and the consolidated
results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in
the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 HACKER,
JOHNSON & SMITH PA

 We
have served as the Company's auditor since 2013.

 Tampa,
Florida

 March
26, 2024

 F- 1

Balance Sheets

in thousands of U.S. Dollars, except per share and share amounts)

 2023

 2022

 2023

 2022

 Assets

 Investments:

 Equity securities, at fair value (cost: $ 1,926)

 $

 Cash and cash equivalents

 1,207

 Restricted cash and cash equivalents

 3,250

 2,721

 Premiums receivable

 Other investments

 2,478

 Loan receivable

 -

 Due from related parties

 Deferred policy acquisition costs

 -

 Operating lease right-of-use assets

 Prepayment and other assets

 Prepaid offering costs

 -

 Property and equipment, net

 Total assets

 $
 8,253

 16,616

 Liabilities and Shareholders' Equity

 Liabilities:

 Other Liabilities – Delta Cat Re Tokenholders

 $
 1,523

 -

 Notes payable to noteholders

 Reserve for losses and loss adjustment expenses

 -

 1,073

 Unearned premiums reserve

 -

 Operating lease liabilities

 Accounts payable and other liabilities

 Total liabilities

 2,921

 1,627

 Shareholders' equity:

 Ordinary share capital, (par value $ 0.001, 50,000,000 shares authorized; 5,870,234 and 5,769,587 shares issued and outstanding)

 Additional paid-in capital

 32,740

 Accumulated Deficit

 ( 27,414
)

)

 Total shareholders' equity

 5,332

 Total liabilities and shareholders' equity

 $
 8,253

 16,616

 See
accompanying Notes to Consolidated Financial Statements

 F- 2

Statements of Operations

in thousands of U.S. Dollars, except per share amounts)

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Revenue

 Assumed premiums

 $
 2,170

 Change in unearned premiums reserve

 ( 915
)

 Net premiums earned

 1,255

 SurancePlus fee income

 -

 Net investment and other income

 Net realized investment gain

 -

 Unrealized loss on other investments

 ( 8,945
)

 ( 35
)

 ( 338
)

 Total revenue

 $
 ( 7,049
)

 Expenses

 Losses and loss adjustment expenses

 $
 -

 1,073

 Policy acquisition costs and underwriting expenses

 General and administrative expenses

 2,183

 1,413

 Total expenses

 $
 2,324

 2,596

 Loss before income attributable to noteholders and tokenholders

 $
 ( 9,373
)

 ( 1,746
)

 Income attributable to noteholders and tokenholders

 ( 542
)

 ( 43
)

 $
)

)

 Loss per share

 Basic and Diluted

 ( 1.69
)

 ( 0.31
)

 Weighted-average shares outstanding

 Basic and Diluted

 5,867,129

 5,772,396

 See
accompanying Notes to Consolidated Financial Statements

 F- 3

Statements of Cash Flows

 2023

 2022

 Years ended December 31

 2023

 2022

 Operating activities

 $
)

)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Share-based compensation

 Depreciation and amortization

 Net realized investment gains

 -

 ( 27
)

 SurancePlus fee income

 ( 300

)

 -

 ( 38
)

 Change in fair value of other investments

 8,945

 Change in operating assets and liabilities:

 Premiums receivable

 ( 695
)

 Due from related parties

 ( 18
)

 ( 40
)

 Deferred policy acquisition costs

 ( 101
)

 Prepayment and other assets

 ( 64
)

 Prepaid offering costs

 ( 133
)

 Other Liablities Delta Cat Re Tokenholders

 -

 Losses payable

 ( 1,073
)

 1,073

 Unearned premiums reserve

 ( 350
)

 Accounts payable and other liabilities

 ( 43
)

 Net cash used in operating activities

 $
 ( 1,260
)

 ( 829
)

 Investing activities

 Purchase of equity securities

 -

 ( 1,002
)

 Purchase of loan receivable

 ( 100
)

 -

 Purchase of other investments

 -

 ( 285
)

 Proceeds from sale of equity securities

 -

 Purchase of property and equipment

 ( 5
)

 -

 Net cash used in investing activities

 $
 ( 105
)

 ( 661
)

 Financing activities

 Partial redemption of notes payable to noteholders

 ( 98
)

 -

 Gross proceeds from the issuance of Delta Cat Re tokens

 1,280

 -

 Net cash provided by financing activities

 $
 1,182

 -

 (continued)

 F- 4

Statements of Cash Flows, continued

 Years ended December 31

 2023

 2022

 Cash and cash equivalents, and restricted cash and cash equivalents:

 Net change during the year

 $
 ( 183
)

 ( 1,490
)

 Balance at beginning of year

 $
 3,928

 5,418

 Balance at end of year

 $
 3,745

 3,928

 See
accompanying Notes to Consolidated Financial Statements

 F- 5

Statements of Changes in Shareholders' Equity

 Years
ended December 31, 2023 and 2022

in thousands of U.S. Dollars, except per share amounts)

 Shares

 Amount

 Capital

 Deficit

 Equity

 Ordinary Share Capital

 Additional Paid-in

 Accumulated

 Total Shareholders'

 Shares

 Amount

 Capital

 Deficit

 Equity

 Balance at December 31, 2021

 5,749,587

 $

 $
 32,355

 $
 ( 15,710
)

 $
 16,651

 Net loss for the year

 -

 -

 -

)

)

 Issuance of restricted stock

 20,000

 -

 -

 -

 -

 Share-based compensation

 -

 -

 -

 Balance at December 31, 2022

 5,769,587

 $

 $

 $
)

 $

 Balance at December 31, 2022

 5,769,587

 $

)

 Balance

 5,769,587

 $

)

 Net loss for the year

 -

 -

 -

)

)

 Issuance of Restricted stock, net

 100,647

 -

 -

 -

 -

 Share-based compensation

 -

 -

 -

 Balance at December 31, 2023

 5,870,234

 $

 $
 32,740

 $
 ( 27,414
)

 $
 5,332

 Balance

 5,870,234

 $

 32,740

 ( 27,414
)

 5,332

 See
accompanying Notes to Consolidated Financial Statements

 F- 6

 Notes
to Consolidated Financial Statements

 1.
 ORGANIZATION AND BASIS OF PRESENTATION

 (a)
Organization

Re Holdings Limited (the "Company") was incorporated as an exempted company on April 4, 2013 under the laws of the
Cayman Islands. The Company directly owns 100 %
of the equity interest in Oxbridge Reinsurance Limited, an exempted entity incorporated on April 23, 2013 under the laws of the
Cayman Islands and for which a Class "C" Insurer's license was granted on April 29, 2013 under the provisions of
the Cayman Islands Insurance Law. The Company also indirectly owns 100 %
of the equity interest in Oxbridge Re NS, an entity incorporated as an exempted company on December 22, 2017 under the laws of the
Cayman Islands to function as a reinsurance sidecar facility and to increase the underwriting capacity of Oxbridge Reinsurance
Limited. The Company also indirectly owns 100 %
of the equity interest in SurancePlus, an entity incorporated as a business company on December 19, 2022 under the laws of the
British Virgin Islands to issue digital securities. The Company and its subsidiaries (collectively "Oxbridge Re")
provide the following: SurancePlus; is a Web3-focused subsidiary that currently leverages blockchain technology to democratize
access to high-return reinsurance contracts via digital securities. Oxbridge Reinsurance Limited; is a licensed reinsurance
subsidiary that provides reinsurance business solutions primarily to property and casualty insurers in the Gulf Coast region of the
United States; Oxbridge Re NS; a licensed reinsurance SPV/side car that provides third-party investors with access to reinsurance
contracts with returns uncorrelated to the financial markets. The Company operates as a single business segment through its
wholly-owned subsidiaries. The Company's headquarters and principal executive offices are located at Suite 201, 42 Edward
Street, George Town, Grand Cayman, Cayman Islands, and have their registered offices at P.O. Box 309, Ugland House, Grand Cayman,
Cayman Islands.

 The
Company's ordinary shares and warrants are listed on The NASDAQ Capital Market under the symbols "OXBR" and "OXBRW,"
respectively.

 (b)
Basis of Presentation and Consolidation

 The
accompanying consolidated financial statements for the Company have been prepared in accordance with accounting principles generally
accepted in the United States of America ("GAAP"). All significant intercompany transactions and balances have been eliminated
upon consolidation.

 The
Company consolidates in these consolidated financial statements the results of operations and financial position of all voting interest
entities ("VOE") in which the Company has a controlling financial interest and all variable interest entities ("VIE")
in which the Company is considered to be the primary beneficiary. The consolidation assessment, including the determination as to whether
an entity qualifies as a VIE or VOE, depends on the facts and circumstances surrounding each entity.

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Use
of Estimates: In preparing the consolidated financial statements, management was required to make certain estimates and assumptions
that affect the reported amounts of the consolidated assets, liabilities, revenues, expenses and related disclosures at the financial
reporting date and throughout the periods being reported upon. Certain of the estimates result from judgments that can be subjective
and complex and consequently actual results may differ from these estimates, which would be reflected in future periods. Material estimates
that are particularly susceptible to significant change in the near-term relate to the determination of the reserve for losses and loss adjustment
expenses (if any), which may include amounts estimated for claims incurred but not yet reported. The Company uses various assumptions
and actuarial data it believes to be reasonable under the circumstances to make these estimates. Although considerable variability is likely to be inherent in these estimates, management believes that the amounts provided are reasonable.
These estimates are continually reviewed and adjusted if necessary. Such adjustments are reflected in current operations.

 F- 7

 Notes

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Revenue
Recognition

incentive, technology, origination and management ("ITOM") fee income represents fee income related to the completion of
the DeltaCat tokenized reinsurance securities as well as placement of the underlying insurance policies. The Company recognizes the associated
revenue at the time of the placement of the underlying insurance policies as the performance obligation is satisfied at that time.

 Cash
and cash equivalents: Cash and cash equivalents are comprised of cash and short- term investments with original maturities of
three months or less.

 Restricted
cash and cash equivalents: Restricted cash and cash equivalents represent funds held in accordance with the Company's trust
agreements with ceding insurers and trustees, which requires the Company to maintain collateral with a market value greater than or equal
to the limit of liability, less unpaid premium.

 Investments:
 The Company from time to time invests in fixed-maturity securities and equity securities, and for which its fixed-maturity securities
are classified as available-for-sale. The Company's available for sale fixed-maturity investments are carried at fair value with
changes in fair value included as a separate component of accumulated other comprehensive income (loss) in shareholders' equity.
For the Company's investment in equity securities, and for the Company's investment in Jet. AI. classified as "other
investments", the changes in fair value are recorded within the consolidated statements of operations. At December 31, 2023 and
2022 the company did not own any fixed maturity debt securities.

 Unrealized
gains or losses are determined by comparing the fair market value of the securities with their cost or amortized cost. Realized gains
and losses on investments are recorded on the trade date and are included in the consolidated statements of operations. The cost of securities
sold is based on the specified identification method. Investment income is recognized as earned and discounts or premiums arising from
the purchase of debt securities are recognized in investment income using the interest method over the remaining term of the security.

 Fair
value measurement: GAAP establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets (Level 1 measurements)
and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under GAAP are as
follows:

 Level

 that reflect unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access
 at the measurement date;

 Level

 other than quoted prices that are observable for the asset or liability either directly or indirectly, including inputs in markets
 that are not considered to be active; and

 Level

 that are unobservable.

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
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.

 F- 8

 Notes

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Deferred
policy acquisition costs ("DAC"): Policy acquisition costs consist of brokerage fees, federal excise taxes and other
costs related directly to the successful acquisition of new or renewal insurance contracts and are deferred and amortized over the terms
of the reinsurance agreements to which they relate. The Company evaluates the recoverability of DAC by determining if the sum of future
earned premiums and anticipated investment income is greater than the expected future claims and expenses. If a loss is probable on the
unexpired portion of policies in force, a premium deficiency loss is recognized.

 Offering
Expenses:

 During
the year ended December 31, 2023 the Company recognized offering costs totaling $ 133,000 on the consolidated statements of operations
which was related to an equity distribution agreement with Maxim Group LLC ("Maxim") for the sale of the ordinary shares.
During the year ended December 31, 2023, the Company recognized in the consolidated statements of operations $ 236,000 of offering expenses
in relation to the offering of Delta Cat Re digital securities issuable by the Company's new subsidiary, SurancePlus Inc. (See
Note 6)

 In
accordance with the terms of the equity distribution agreement with Maxim, we intend to offer and sell ordinary shares having an aggregate
offering price of up to $ 6.3 million from time to time.

and equipment: Property and equipment are recorded at cost when acquired. Property and equipment are comprised of motor vehicles,
furniture and fixtures, computer equipment and leasehold improvements and are depreciated, using the straight-line method, over their
estimated useful lives, which are five years for furniture and fixtures and computer equipment and four years for motor vehicles. Leasehold
improvements are amortized over the lesser of the estimated useful lives of the assets or remaining lease term. The Company periodically
reviews property and equipment that have finite lives, and that are not held for sale, for impairment by comparing the carrying value
of the assets to their estimated future undiscounted cash flows. For the years ended December 31, 2023 and 2022, there were no impairments
in property and equipment.

 Reserves
for losses and loss adjustment expenses: The Company determines its reserves for losses and loss adjustment expenses, if any,
on the basis of the claims reported by the Company's ceding insurers and for losses incurred but not reported ("IBNR"),
management uses the assistance of an independent actuary. The reserves for losses and loss adjustment expenses represent management's
best estimate of the ultimate settlement costs of all losses and loss adjustment expenses. Management believes that the amounts are adequate;
however, the inherent impossibility of predicting future events with precision, results in uncertainty as to the amount which will ultimately
be required for the settlement of losses and loss expenses, and the differences could be material. Adjustments are reflected in the consolidated
statements of operations in the period in which they are determined.

 Loss
experience refund payable: Certain contracts include retrospective provisions that adjust premiums or result in profit commissions
in the event losses are minimal or zero. In accordance with GAAP, the Company will recognize a liability in the period in which the absence
of loss experience obligates the Company to pay cash or other consideration under the contracts. On the contrary, the Company will derecognize
such liability in the period in which a loss experience arises. Such adjustments to the liability, which accrue throughout the contract
terms, will reduce the liability should a catastrophic loss event covered by the Company occur.

assumed: The Company records premiums assumed, net of loss experience refunds, as earned pro-rata over the terms of the reinsurance
agreements, or period of risk, where applicable, and the unearned portion at the consolidated balance sheet date is recorded as unearned
premiums reserve. A reserve is made for estimated premium deficiencies to the extent that estimated losses and loss adjustment expenses
exceed related unearned premiums. Investment income is not considered in determining whether or not a deficiency exists.

 F- 9

 Notes

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Subsequent
adjustments of premiums assumed, based on reports of actual premium by the ceding companies, or revisions in estimates of ultimate premium,
are recorded in the period in which they are determined. Such adjustments are generally determined after the associated risk periods
have expired, in which case the premium adjustments are fully earned when assumed.

 Certain
contracts allow for reinstatement premiums in the event of a full limit loss prior to the expiration of the contract. A reinstatement
premium is not due until there is a full limit loss event and therefore, in accordance with GAAP, the Company records a reinstatement
premium as written only in the event that the reinsured incurs a full limit loss on the contract and the contract allows for a reinstatement
of coverage upon payment of an additional premium. For catastrophe contracts which contractually require the payment of a reinstatement
premium equal to or greater than the original premium upon the occurrence of a full limit loss, the reinstatement premiums are earned
over the original contract period. Reinstatement premiums that are contractually calculated on a pro-rata basis of the original premiums
are earned over the remaining coverage period.

 Unearned
Premiums Ceded: The Company may reduce the risk of future losses on business assumed by reinsuring certain risks and exposures
with other reinsurers (retrocessionaires). The Company remains liable to the extent that any retrocessionaire fails to meet its obligations
and to the extent that the Company does not hold sufficient security for their unpaid obligations.

 Ceded
premiums are written during the period in which the risk incept and are expensed over the contract period in proportion to the period
of protection. Unearned premiums ceded consist of the unexpired portion of the reinsurance obtained. There were no unearned premiums
ceded at December 31, 2023 and 2022.

Fee Income: SurancePlus incentive, technology, origination and management ("ITOM") fee income represents fee income
related to the completion of the DeltaCat tokenized reinsurance securities as well as placement of the underlying insurance policies.
The Company recognizes the associated revenue at the time of the placement of the underlying insurance policies as the performance obligation
is satisfied at that time.

 Uncertain
income tax positions: The authoritative GAAP guidance on accounting for, and disclosure of, uncertainty in income tax positions
requires the Company to determine whether an income tax position of the Company is more likely than not to be sustained upon examination
by the relevant tax authority, including resolution of any related appeals or litigation processes, based on the technical merits of
the position. For income tax positions meeting the more likely than not threshold, the tax amount recognized in the consolidated financial
statements, if any, is reduced by the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate
settlement with the relevant taxing authority. The application of this authoritative guidance has had no effect on the Company's
consolidated financial statements because the Company had no uncertain tax positions at December 31, 2023.

 Loss
Per Share: Basic loss per share has been computed on the basis of the weighted-average number of ordinary shares outstanding
during the years presented. Diluted loss per share is computed based on the weighted-average number of ordinary shares outstanding and
reflects the assumed exercise or conversion of diluted securities, such as stock options and warrants, computed using the treasury stock
method.

 Share-Based
Compensation: The Company accounts for share-based compensation under the fair value recognition provisions of GAAP which requires
the measurement and recognition of compensation for all stock-based awards made to employees and directors, including stock options and
restricted stock issuances based on estimated fair values. The Company measures compensation for restricted stock based on the price
of the Company's ordinary shares at the grant date. Determining the fair value of stock options at the grant date requires significant
estimation and judgment. The Company uses an option-pricing model (Black-Scholes option pricing model) to assist in the calculation of
fair value for stock options. When estimating the expected volatility, the Company takes into consideration the historical volatility
of entities similar to itself. The Company considers factors such as an entity's industry, stage of life cycle, size and financial
leverage when selecting similar entities. The Company may use a sample peer group of companies in the reinsurance industry and/or the
Company's own historical volatility in determining the expected volatility

 F- 10

 Notes

 2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 Additionally,
the Company uses the guidance in the SEC's Staff Accounting Bulletin No. 107 to determine the estimated life of options issued
and has assumed no forfeitures during the life of the options.

 The
Company uses the straight-line attribution method for all grants that include only a service condition. Compensation expense related
to all awards is included in general and administrative expenses.

 Segment
Information: Under GAAP, operating segments are based on the internal information that management uses for allocating resources
and assessing performance as the source of the Company's reportable segments. The Company manages its business on the basis of
one operating segment, Property and Casualty Reinsurance, in accordance with the qualitative and quantitative criteria established under
GAAP.

 Reclassifications:
 Any reclassifications of prior period amounts have been made to conform to the current period presentation.

 3.
 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS

 SUMMARY
OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS

 2023

 2022

 December 31,

 2023

 2022

 Cash held on deposit

 $

 $
 1,207

 Restricted cash held in trust

 3,250

 2,721

 Total

 $
 3,745

 $
 3,928

 Cash
and cash equivalents are held by large and reputable counterparties in the United States of America and in the Cayman Islands. Restricted
cash held in trust is custodied with Truist Bank, and is held in accordance with the Company's trust agreements with the ceding
insurers and trustees, which require that the Company provide collateral having a market value greater than or equal to the limit of
liability, less unpaid premium.

 F- 11

 Notes

 4.
 INVESTMENTS

 The
Company from time to time invests in fixed-maturity securities and equity securities, with its fixed-maturity securities classified as
available-for-sale. At December 31, 2023 and 2022, the Company did not hold any available-for-sale securities.

 Proceeds
received, and the gross realized gains and losses from sale of equity securities, for the years ended December 31, 2023 and 2022 are
as follows:

OF GROSS REALIZED GAINS AND LOSSES FROM SALE OF EQUITY SECURITIES

 Gross

 proceeds

 from sales

 Gross

 Realized

 Gains

 Gross

 Realized

 Losses

 ($ in thousands)

 Year ended December 31, 2023

 $
 -

 $
 -

 $
 -

 Year ended December 31, 2022

 $

 $

 $
 -

 Other
Investments

 On
August 7, 2023, OXAC held an extraordinary general meeting at which the business combination with Jet Token, Inc. was approved by OXAC
shareholders. In conjunction with the business combination, OXAC was redomesticated as a Delaware entity, and changed its name to Jet. AI
Inc ("Jet. AI"). The business combination was closed on August 10, 2023, and on August 11, 2023, OXAC common stock and warrants
began trading on the Nasdaq under the new ticker symbols JTAI and JTAIW.

 The
Company's beneficial interests in Jet. AI's ordinary shares, public warrants and Extension Loan are recorded at fair value
and are classified in "Other Investments" on the consolidated balance sheets. The fair value calculation of the Company's
beneficial interest in Jet. AI's ordinary shares and public warrants is dependent on the observable trading prices of JetAI's
Class A shares and public warrants. The fair value calculation of the Company's beneficial interest in the Extension Loan is estimated
to be the pro-rata original principal amount of the Extension Loan due to the short-term nature.

The Sponsor holds 2,875,000 ordinary shares, 575 Series A-1 preferred shares with purchase price of $ 1,000 each, along with the 4,897,500
warrants. One of the Company's executive officers is an independent member of Jet. AI's board.

 As
a result of the re-measurement of our investment in Jet. AI, we recognized for the year ended December 31, 2023, an unrealized loss of
$ 8,945,000 within our consolidated statements of operations.

 Other
investments as of December 31, 2023 and 2022 consist of the following (in thousands):

OF OTHER INVESTMENT

 2023

 2022

 December 31,

 2023

 2022

 Jet. AI Series A-1 Convertible Preferred Stock

 $

 $
 -

 Jet. AI. Promissory Note

 -

 Jet. AI. common stock (2022: Class B Ordinary Shares)

 2,193

 11,209

 Total

 $
 2,478

 $

 Beginning of year

 $

 $
 11,173

 Investment in affiliate

 -

 Unrealized loss on investment in affiliate

 ( 8,945
)

 ( 35
)

 End of year

 $
 2,478

 $

 F- 12

 Notes

 4.
INVESTMENTS (continued)

 Assets
Measured at Estimated Fair Value on a Recurring Basis

 The
following table presents information about the Company's financial assets measured at estimated fair value on a recurring basis
that is reflected in the consolidated balance sheets at carrying value. The table indicates the fair value hierarchy of the valuation
techniques utilized by the Company to determine such fair value as of December 31, 2023 and 2022:

OF FAIR VALUE OF ASSETS MEASURED ON RECURRING BASIS

 (Level 1)

 (Level 2)

 (Level 3)

 Total

 Fair Value Measurements Using

 (Level 1)

 (Level 2)

 (Level 3)

 Total

 As of December 31, 2023

 ($ in thousands)

 Financial Assets:

 Cash and cash equivalents

 $

 $
 -

 $
 -

 $

 Restricted cash and cash equivalents

 $
 3,250

 $
 -

 $
 -

 $
 3,250

 Other investments

 $
 2,193

 $
 -

 $

 $
 2,478

 $

 $
 -

 $
 -

 $

 Total

 $
 6,618

 $
 -

 $

 $
 6,903

 (Level 1)

 (Level 2)

 (Level 3)

 Total

 Fair Value Measurements Using

 (Level 1)

 (Level 2)

 (Level 3)

 Total

 As of December 31, 2022

 ($ in thousands)

 Financial Assets:

 Cash and cash equivalents

 $
 1,207

 $
 -

 $
 -

 $
 1,207

 Restricted cash and cash equivalents

 $
 2,721

 $
 -

 $
 -

 $
 2,721

 Other investments

 $
 -

 $
 -

 $

 $

 $

 $
 -

 $
 -

 $

 Total

 $
 4,570

 $
 -

 $

 $
 15,993

 F- 13

 Notes

 4.
INVESTMENTS (continued)

 Assets
Measured at Estimated Fair Value on a Recurring Basis

 There
were no transfers between Levels 1, 2 or 3 during the years ended December 31, 2023 and 2022 except as disclosed below.

 In the financial statements for
the year ended December 31, 2023, there has been a notable change in the classification of our investment in Jet. AI from Level 3 to Level
1 within the fair value hierarchy. This change is attributed to Oxbridge Acquisition Corp. ("OXAC") successfully completing
a business combination with Jet. AI Inc ("Jet. AI") in August 2023, resulting in the investment now having an active market
with readily available quoted prices.

 Previously classified as Level 3 due to the reliance on unobservable inputs,
the investment is now categorized as Level 1, as it is valued based on quoted prices in an active market. This change reflects the increased
liquidity and transparency associated with Jet. AI's publicly traded status, allowing for a more reliable and market-driven valuation of
our investments.

 The
following table provides a reconciliation of changes in fair value of the beginning and ending balances for the other investments classified
as Level 3:

 SCHEDULE OF RECONCILIATION OF CHANGES IN FAIR VALUE

 Year
 ended

 December
 31,

 2023

 2022

 ($
 in thousands)

 Fair
 value of Level 3 other investments at beginning of year

 $

 $
 11,173

 Transfer
 to Level 1

 ( 11,138
)

 Investment
 in affiliate

 -

 Change
 in valuation inputs or other assumptions

 -

 ( 35
)

 Fair
 value of Level 3 other investment at December 31, 2023

 $

 $

 F- 14

 Notes

 5.
 TAXATION

 Under
current Cayman Islands law, no corporate entity, including the Company and the subsidiaries, is obligated to pay taxes in the Cayman
Islands on either income or capital gains. The Company and Oxbridge Reinsurance Limited have an undertaking from the Governor-in-Cabinet
of the Cayman Islands, pursuant to the provisions of the Tax Concessions Law, as amended, that, in the event that the Cayman Islands
enacts any legislation that imposes tax on profits, income, gains or appreciations, or any tax in the nature of estate duty or inheritance
tax, such tax will not be applicable to the Company and Oxbridge Reinsurance Limited, or their operations, or to the ordinary shares
or related obligations, until April 23, 2033 and May 17, 2033, respectively.

 The
Company and its subsidiaries intend to conduct substantially all of their operations in the Cayman Islands in a manner such that they
will not be engaged in a trade or business in the U.S. However, because there is no definitive authority regarding activities that constitute
being engaged in a trade or business in the U.S. for federal income tax purposes, the Company cannot assure that the U.S. Internal Revenue
Service will not contend, perhaps successfully, that the Company or its subsidiaries are engaged in a trade or business in the U.S. A
foreign corporation deemed to be so engaged would be subject to U.S. federal income tax, as well as branch profits tax, on its income
that is treated as effectively connected with the conduct of that trade or business unless the corporation is entitled to relief under
an applicable tax treaty.

 6.
 VARIABLE INTEREST ENTITIES

Re NS. On December 22, 2017, the Company established Oxbridge Re NS, a Cayman domiciled and licensed special purpose insurer, formed
to provide additional collateralized capacity to support Oxbridge Reinsurance Limited's reinsurance business. In respect of the
debt issued by Oxbridge Re NS to investors, Oxbridge Re NS has entered into a retrocession agreement with Oxbridge Reinsurance Limited
effective June 1, 2020. Under this agreement, Oxbridge Re NS receives a quota share of Oxbridge Reinsurance Limited's catastrophe
business. Oxbridge Re NS is a non-rated insurer and the risks have been fully collateralized by way of funds held in trust for the benefit
of Oxbridge Reinsurance Limited. Oxbridge Re NS is able to provide investors with access to natural catastrophe risk backed by the distribution,
underwriting, analysis and research expertise of Oxbridge Re.

 The
Company has determined that Oxbridge Re NS meets the definition of a VIE as it does not have sufficient equity capital to finance its
activities. The Company concluded that it is the primary beneficiary and has consolidated the subsidiary upon its formation, as it owns
 100 % of the voting shares, 100 % of the issued share capital and has a significant financial interest and the power to control the activities
of Oxbridge Re NS that most significantly impacts its economic performance. The Company has no other obligation to provide financial
support to Oxbridge Re NS. Neither the creditors nor beneficial interest holders of Oxbridge Re NS have recourse to the Company's
general credit.

 Upon
issuance of a series of participating notes by Oxbridge Re NS, all of the proceeds from the issuance are deposited into collateral accounts,
to fund any potential obligation under the reinsurance agreements entered into with Oxbridge Reinsurance Limited underlying such series
of notes. The outstanding principal amount of each series of notes generally is expected to be returned to holders of such notes upon
the expiration of the risk period underlying such notes, unless an event occurs which causes a loss under the applicable series of notes,
in which case the amount returned is expected to be reduced by such noteholder's pro rata share of such loss, as specified in the
applicable governing documents of such notes.

 In
addition, holders of such notes are generally entitled to interest payments, payable annually, as determined by the applicable governing
documents of each series of notes.

Re Holdings Limited receives an origination and structuring fee in connection with the formation, operation, and management of Oxbridge
Re NS.

 F- 15

 Notes

 6.
VARIABLE INTEREST ENTITIES (continued)

 Notes
Payable to Series 2020-1 noteholders

Re NS entered into a retrocession agreement with Oxbridge Reinsurance Ltd on June 1, 2020 and issued $ 216,000 of participating notes
which provides quota share support for Oxbridge Re's global property catastrophe excess of loss reinsurance business. The participating
notes have been assigned Series 2020-1 and matured on June
1, 2023. Participating notes totaling $ 98,000
 were redeemed during the year-ended December
31, 2023 resulting in a balance due of $ 118,000
 at December 31, 2023. None of the participating
notes were redeemed during the year ended December 31, 2022.

 The
income from Oxbridge Re NS operations that are attributable to the participating notes noteholders for year ended December 31, 2023
was $ 0.
The income from Oxbridge Re NS operations that are attributable to the participating notes noteholders for the year ended December
31, 2022 was $ 43,000
and are included within accounts payable and other liabilities at December 31, 2023 and 2022.

Inc.

Inc., a wholly-owned subsidiary of Oxbridge Re Holdings Limited, was incorporated as a British Virgin Islands Business Company on December
19, 2022 for the purposes of tokenizing reinsurance contracts underwritten by its affiliated licensed reinsurer, Oxbridge Re NS.

 On
March 27, 2023, the Company and SurancePlus Inc. ("SurancePlus"), issued a press release announcing the commencement of
an offering by SurancePlus of DeltaCat Re tokenized reinsurance securities (the "Tokens"), which represent Series
DeltaCat Preferred Shares of SurancePlus ("Preferred Shares", and together with the Tokens, the
"Securities"). Each digital security or token, which will have a purchase price of $ 10.00
per Token, will represent one Preferred Share of SurancePlus. On September 11, 2023, the DeltaCat Re tokens were reclassified as tokenized interests carrying rights equivalent
to the DeltaCat Re Preferred Shares in accordance with the provisions of British Virgin Islands law.

 The
proceeds from the offer and sale of the Securities will be used by SurancePlus to purchase one or more participating notes of Oxbridge
Re NS, and the proceeds from the sale of participating notes will be invested in collateralized reinsurance contracts to be underwritten
by Oxbridge Re NS. The holders of the digital Securities will generally be entitled to proceeds from the payment of participating notes
in the amount of a preferred return of 20% plus an additional 80% of any proceeds in excess of the amount necessary to pay the preferred
return. Assuming no casualty losses to properties reinsured by Oxbridge Re's reinsurance subsidiaries, DeltaCat Re token investors
are expected to receive an annual return on the original purchase price of 42%.

 On
June 27, 2023, SurancePlus Inc. completed its private placement (the "Private Placement") of Series DeltaCat Re Preferred
Shares represented by DeltaCat Re Tokens (the "Securities"). On June 27, 2023, SurancePlus entered into subscription agreements
with accredited investors and non-U.S. persons in the Private Placement with respect to 229,766 of the Securities at a purchase price
of $ 10.00 per token for aggregate gross proceeds of $ 2,297,660. SurancePlus also previously entered into subscription agreements for
and sold 15,010 of the Securities between April 5, 2023 and May 18, 2023 for gross proceeds of $ 150,100, also at a purchase price of
$ 10.00 per token. The aggregate amount raised in the Private Placement was $ 2,447,760 for the issuance of 244,776 Securities of which
approximately $ 1,280,000 was received from third-party investors and approximately $ 1,167,000 from Oxbridge Re Holdings Limited. Approximately
$ 300,000 and $ 274,000 of ITOM fees were deducted from the gross proceeds from the third-party investors and Oxbridge Re Holdings Limited,
respectively., The tokens were issued on the Avalanche blockchain. Ownership of DeltaCat Re tokenized reinsurance securities indirectly
confers fractionalized interests in reinsurance contracts underwritten by Oxbridge Re's reinsurance subsidiary, Oxbridge Re NS,
for the 2023-2024 treaty year.

 On
June 28, 2023, Oxbridge issued a press release announcing the completion of the Private Placement

 The
Securities have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state or
other securities laws and may not be offered or sold in the United States absent an effective registration statement or an applicable
exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state
or other securities laws. The Securities were sold in a transaction exempt from registration under the Securities Act and were sold only
to persons reasonably believed to be accredited investors in the United States under SEC Rule 506(c) under the Securities Act and outside
the United States only to non-U.S. persons in accordance with Regulation S under the Securities Act.

 F- 16

 The
selected unconsolidated historical financial information and other data presented below is derived from SurancePlus' standalone
unaudited financial statements for year ended December 31, 2023 and the balance sheet data as of December 31, 2023.

OF FINANCIAL STATEMENTS

 For Year Ended

 Statement of Operations Data:

 December 31, 2023

 (Unaudited)

 Surance Plus fee income

 $

 Underwriting related income

 1,140

 Total revenue

 $
 1,714

 Expenses

 $
 ( 272
)

 Income attributable to tokenholders

 $
 ( 1,036
)

 Net income

 $

 Balance Sheet Data:

 At December 31, 2023

 (Unaudited)

 (In thousands)

 Total assets

 $
 3,588

 Amounts due to Delta Cat Re Tokenholders *

 $
 2,016

 Due to Parent

 $

 Total shareholder's equity

 $
 1,525

 *

 includes
 underwriting profit of $ 494,000 due to Parent.

 F- 17

 Notes

 7.
 RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES

 The
following table summarizes the Company's loss and loss adjustment expenses ("LAE") and the reserve for loss and LAE
reserve movements for the years ended December 31, 2023 and 2022

OF LOSS ADJUSTMENT EXPENSE

 2023

 2022

 Year ended

 December 31,

 2023

 2022

 ($ in thousands)

 Gross balance, beginning of year

 $
 1,073

 -

 Incurred, net of reinsurance, related to:

 Current year

 -

 1,073

 Prior year

 -

 -

 Total incurred

 -

 1,073

 Paid related to:

 Current year

 -

 -

 Prior year

 ( 1,073
)

 -

 Total paid

 -

 -

 Balance, end of year

 $
 -

 1,073

 When
losses occur, the reserves for losses and LAE are typically comprised of case reserves (which are based on claims that have been reported)
and IBNR reserves (which are based on losses that are believed to have occurred but for which claims have not yet been reported and include
a provision for expected future development on existing case reserves). The Company typically suffers limit losses in the event of a
Category 3 or above hurricane making landfall in a populated area where the Company has catastrophe risk exposure. For the year ended
December 31, 2023, the Company has recorded it's reserves for losses and LAE based on the contractual maximum loss the Company
can suffer under the affected contracts.

 The
uncertainties inherent in the reserving process and potential delays by cedants and brokers in the reporting of loss information, together
with the potential for unforeseen adverse developments, may result in the reserve for losses and LAE ultimately being significantly greater
or less than the reserve provided at the end of any given reporting period. The degree of uncertainty is further increased when a significant
loss event takes place near the end of a reporting period. Reserve for losses and LAE estimates are reviewed periodically on a contract-by-contract
basis and updated as new information becomes known. Any resulting adjustments are reflected in income in the period in which they become
known.

 The
Company's reserving process is highly dependent on the timing of loss information received from its cedants and related brokers.

 There
were no losses incurred during the year ended December 31, 2023. The losses incurred during the year ended December 31, 2022 related
to a first limit loss suffered by the Company as a result of underwriting exposure to Hurricane Ian, which made landfall in Florida
on September 28, 2022.

 F- 18

 Notes

 7.
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES (continued)

 Reserving
methodologies and assumptions

 Loss
reserves are generally established based on loss payments and case reserves reported by clients when, and if, received. Estimates for
IBNR losses are added to the case reserves. To establish IBNR loss estimates, the Company uses quarterly actuarial estimates from its
independent actuary, who utilizes loss data reported by the Company along with industry loss data and information, knowledge of the business
written and actuary's own professional judgment.

 The
independent actuary employs standard actuarial methods for its analysis each quarter. Such methods may include the:

 Reported
 Loss Development Method. Ultimate losses are estimated by calculating past reported loss development factors and applying
 them to exposure periods with further expected reported loss development. Since reported losses include payments and case reserves,
 changes in both of these amounts are incorporated in this method.

 Expected
 Loss Ratio Method. Ultimate losses are estimated by multiplying earned premiums by an expected loss ratio. The expected loss
 ratio is selected using industry data, historical company data and actuarial professional judgment. This method is typically used
 for lines of business and contracts where there are no historical losses or where past loss experience is not credible.

 Bornhuetter-Ferguson
 Reported Loss Method. Ultimate losses are estimated by modifying expected loss ratios to the extent reported losses experienced
 to date differ from what would have been expected to have been reported based upon the selected reported loss development pattern.
 This method avoids some of the distortions that could result from a large development factor being applied to a small base of reported
 losses to calculate ultimate losses.

 Frequency
 / Severity Method. Ultimate losses are estimated under this method by multiplying the ultimate number of claims (i.e. the
 frequency multiplied by the exposure base on which the frequency has been determined), by the estimated ultimate average cost per
 claim (i.e. the severity). By analyzing claims experience by its frequency and severity components, the Company can examine trends
 and patterns in the rates of claims emergence (i.e. reporting) and settlement (i.e. closure) as well as in the average cost of claims.

 The
 approach is valuable because sometimes there is more inherent stability in the frequency and severity data when viewed separately
 rather than in the total losses

 F- 19

 Notes

 7.
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES (continued)

 Reserving
methodologies and assumptions (continued)

 In
addition, the Company may supplement its analysis with other reserving methodologies that are deemed to be relevant to specific contracts.

 For
each contract, the Company utilizes reserving methodologies that are deemed appropriate to calculate a best estimate, or point estimate,
of reserves. The decision of whether to use a single methodology or a combination of multiple methodologies depends upon the judgment
of the independent actuary, if utilized. The Company's reserving methodology does not require a fixed weighting of the various
methods used. Certain methods are considered more appropriate depending on the type and structure of the contract, the age and maturity
of the contract, and the duration of the expected paid losses on the contract.

 The
Company's gross aggregate reserves are the sum of the point estimate reserves of all portfolio exposures. Generally, IBNR loss
reserves are calculated by estimating the ultimate incurred losses at any point in time and subtracting cumulative paid claims and case
reserves, which incorporate specific exposures, loss payment and reporting patterns and other relevant factors.

 There
were no significant changes in the Company's methodology or assumptions relating to the Company's reserve for loss and loss
adjustment expenses for the years ended December 31, 2023 or 2022.

 Claims
Development Tables, IBNR Reserves and Claims Frequency

 The
following table discloses information about the Company's incurred and paid claims development as of December 31, 2023, as well
as cumulative claim frequency and the total of incurred-but-not-reporting and expected development on reported claims included within
the net incurred claims amounts. A claim is defined as a reported loss from a cedant on an excess-of-loss reinsurance contract arising
from a loss event for which the Company records a paid loss or case reserve. The Company operates a single business segment, being property
catastrophe reinsurance.

 F- 20

 Notes

 7.
RESERVE FOR LOSSES AND LOSS ADJUSTMENT EXPENSES (continued)

Catastrophe Reinsurance

OF INCURRED LOSSES AND ADJUSTMENT EXPENSES

 (in
thousands)

 Incurred
Losses and Loss Adjustment Expenses

 Accident Year

 2016

 2017

 2018

 2019

 2020

 2021

 2022

 2023

 As of December 31, 2023 Total of Incurred-but
 -Not-Reported Liabilities
 Plus Expected Development on
 Reported Claims

 Cumulative Number of Reported Claims

 (dollars in thousands)

 2016

 $
 14,775

 $
 18,801

 $
 17,795

 $

 $

 $

 $

 $

 $
 -

 2017

 $

 $

 $

 $

 $

 $

 $

 $
 -

 2018

 $

 $

 $

 $

 $

 $

 $
 -

 2019

 $
 -

 $
 -

 $
 -

 $
 -

 $

 -

 $
 -

 -

 2020

 $
 -

 $
 -

 $
 -

 $

 -

 $
 -

 -

 2021

 $

 $

 $

 $
 -

 2022

 $
 1,073

 $

 1,073

 $
 -

 2023

 $
 -

 $

 -

 $
 -

 -

 Total

 $
 67,321

 $

 67,321

 $
 -

 Cumulative
Paid Losses and Loss Adjustment Expenses

 Accident Year

 2016

 2017

 2018

 2019

 2020

 2021

 2022

 2023

 2016

 $
 6,073

 $
 16,073

 $
 17,687

 $

 $

 $

 $

 $

 2017

 $
 36,293

 $

 $

 $

 $

 $

 $

 2018

 $
 6,000

 $

 $

 $

 $

 $

 2019

 $
 -

 $
 -

 $
 -

 $
 -

 $

 -

 2020

 $
 -

 $
 -

 $
 -

 $

 -

 2021

 $

 $

 $

 2022

 $
 1,073

 $

 1,073

 2023

 $
 -

 $

 -

 Total

 $
 67,321

 $

 67,321

 Reserve for loss and loss adjustment expenses at December 31, 2023, net of reinsurance

 $
 -

 $

 -

 The
following table shows the historical average annual percentage payout of claims at December 31, 2022.

OF HISTORICAL AVERAGE ANNUAL PERCENTAGE PAYOUT

 Average Annual Percentage Payout of Incurred Claims by Age

 Years

 Property Catastrophe Reinsurance

 57.8
 %

 34.0
 %

 9.1
 %

 0.0
 %

 0.0
 %

 %

 F- 21

 Notes

 8.
 LOSS PER SHARE

 A
summary of the numerator and denominator of the basic and diluted loss per share is presented below (dollars in thousands except per
share amounts):

OF COMPUTATION OF BASIC AND DILUTED LOSS EARNING PER SHARE

 2023

 2022

 Years ended December 31

 2023

 2022

 Numerator:

 $
)

)

 Denominator:

 Weighted average shares - basic

 5,867,129

 5,772,396

 Effect of dilutive securities - Stock options

 -

 -

 Shares issuable upon conversion of warrants

 -

 -

 Weighted average shares - diluted

 5,867,129

 5,772,396

 Loss per share - basic

 $
 ( 1.69
)

 ( 0.31
)

 Loss earnings per share - diluted

 $
 ( 1.69
)

 ( 0.31
)

 For
the years ended December 31, 2023, and 2022, options to purchase 871,250 ordinary
shares were anti-dilutive due to the net losses during those years.

 GAAP
requires the Company to use the two-class method in computing basic loss per share since holders of the Company's restricted stock
have the right to share in dividends, if declared, equally with common stockholders. These participating securities effect the computation
of both basic and diluted loss per share during the years ended December 31, 2023 and 2022.

 F- 22

 Notes

 9.
 WARRANTS

 There
were 8,230,700 warrants outstanding at December 31, 2023 and 2022. One warrant may be exercised to acquire one ordinary share at an exercise
price equal to $ 7.50 per share on or before March 26, 2024. The Company at its option may cancel the warrants in whole or in part, provided
that the closing price per ordinary share has exceeded $ 9.38 for at least ten trading days within any period of twenty consecutive trading
days, including the last trading day of the period. No warrants were exercised during the years ended December 31, 2023 and 2022.

 On January 29, 2024, the Company extended the expiration date of the warrants
(NASDAQ: OXBRW) (the "Warrants") to 5:00 p.m. Philadelphia time on the earlier to occur of (a) March 26, 2029 and (b) the
date fixed for cancellation by the Company following any 20 -trading day period in which the Company's ordinary shares traded above
$ 9.38 per share for at least ten trading days.

 10.
 DIVIDENDS

 As
of December 31, 2023, none of the Company's accumulated deficit were restricted from payment of dividends to the company's
shareholders. However, since most of the Company's capital and retained earnings may be invested in its subsidiaries, a dividend
from the subsidiaries would likely be required in order to fund a dividend to the Company's shareholders and would require notification
to the Cayman Islands Monetary Authority ("CIMA").

 Under
Cayman Islands law, the use of additional paid-in capital is restricted, and the Company will not be allowed to pay dividends out of
additional paid-in capital if such payments result in breaches of the prescribed and minimum capital requirement.

 11.
 SHARE-BASED COMPENSATION

 The
Company currently has outstanding share-based awards granted under the 2014 Omnibus Incentive Plan (the "2014 Plan") and
the 2021 Omnibus Incentive Plan (the "2021 Plan") (herein collectively referred to as "the Plans"). Under each
of the Plans, the Company has discretion to grant equity and cash incentive awards to eligible individuals, including the issuance of
up to 1,000,000 of the Company's ordinary shares. During the year ended December 31, 2023, the Company granted an aggregated of
 100,647 of restricted stock to directors, officers and employees under the 2021 Plan. At December 31, 2023, there were 895,353 shares
and 11,750 shares available for grant under the 2021 Plan and the 2014 Plan, respectively.

 Stock
options

 Stock
options granted and outstanding under the Plans vests quarterly over four years and are exercisable over the contractual term of ten
years.

 A
summary of the stock option activity for the years ended December 31, 2023 and 2022 is as follows (option amounts not in thousands):

OF STOCK OPTION ACTIVITY

 Number of Options

 Weighted-
 Average
 Exercise
 Price

 Weighted- Average Remaining Contractual Term

 Aggregate Intrinsic Value

 Outstanding at December 31, 2022

 871,250

 $
 4.67

 5.8 years

 $
 -

 Exercisable at December 31, 2022

 721,250

 $
 4.39

 5.3 years

 $
 -

 Outstanding at December 31, 2022

 871,250

 4.67

 5.8 years

 $
 -

 Forfeited

 ( 25,000
)

 ( 6.00
)

 Outstanding at December 31, 2023

 846,250

 $
 4.63

 4.8 years

 $
 -

 Exercisable at December 31, 2023

 783,750

 $
 4.52

 4.6 years

 $
 -

 F- 23

 Notes

 11.
SHARE-BASED COMPENSATION (continued)

 Compensation
expense recognized for the years ended December 31, 2023 and 2022 totaled $ 20,000 and $ 58,000, respectively, and is included in general
and administrative expenses. At December 31, 2023 and 2022, there was approximately $ 20,000 and $ 48,000, respectively, of total unrecognized
compensation expense related to non-vested stock options granted under the Plans. The Company expects to recognize the remaining compensation
expense over a weighted-average period of twelve ( 12) months.

 There
were no options granted during the year ended December 31, 2023 or 2022.

 Restricted
Stock Awards

 The
Company may grant restricted stock awards to eligible individuals in connection with their service to the Company. The terms of the Company's
outstanding restricted stock grants may include service, performance and market-based conditions. The fair value of the awards with market-based
conditions is determined using a Monte Carlo simulation method, which calculates many potential outcomes for an award and then establishes
fair value based on the most likely outcome. The determination of fair value with respect to the awards with only performance or service-based
conditions is based on the value of the Company's stock on the grant date.

 Information
with respect to the activity of unvested restricted stock awards during the year ended December 31, 2023 is as follows (share amounts
not in thousands):

OF ACTIVITY OF UNVESTED RESTRICTED STOCK AWARDS

 Weighted-
 Number of
 Restricted
 Stock Awards

 Weighted-
 Average
 Grant Date
 Fair Value

 Nonvested at January 1, 2022

 15,000

 Granted

 32,000

 $
 3.57

 Vested

 ( 12,000
)

 Forfeited

 ( 12,000
)

 3.57

 Nonvested at December 31, 2022

 23,000

 Granted

 100,647

 $
 2.37

 Vested

 ( 77,574
)

 2.37

 Nonvested at December 31, 2023

 46,073

 Compensation
expense recognized for the years ended December 31, 2023 and 2022 totaled $ 238,000 and $ 69,000, respectively, and is included in general
and administrative expenses. At December 31, 2023 and 2022, there was approximately $ 133,000 and $ 121,000, respectively, of unrecognized
compensation expense related to non-vested restricted stock granted under the Plans. The Company expects to recognize the remaining compensation
expense over a weighted-average period of seven (7) months.

 F- 24

 Notes

 12.
 NET WORTH FOR REGULATORY PURPOSES

 The
subsidiaries are subject to a minimum and prescribed capital requirement as established by CIMA. Under the terms of their respective
licenses, Oxbridge Reinsurance Limited and Oxbridge Re NS are required to maintain a minimum and prescribed capital requirement of $500
in accordance with the relevant subsidiary's approved business plan filed with CIMA.

 At
December 31, 2023, the Oxbridge Reinsurance Limited's net worth of $ 10 thousand exceeded the minimum and prescribed capital requirement.
For the years ended December 31, 2023 and 2022, Oxbridge Reinsurance Ltd.'s net loss was approximately $ 11.29 million and $ 2.0
million, respectively.

 At
December 31, 2023, the Oxbridge Re NS' net worth of $ 223
 thousand exceeded the minimum and prescribed
capital requirement. For the years ended December 31, 2023 and 2022, Oxbridge Re NS' net income was approximately $ 68,000 and $ 11,000,
respectively.

 The
Subsidiaries are not required to prepare separate statutory financial statements for filing with CIMA, and there were no material differences
between the Subsidiaries' GAAP capital, surplus and net income, and its statutory capital, surplus and net income as of December
31, 2023 or for the year then ended.

 13.
 FAIR VALUE AND CERTAIN RISKS AND UNCERTAINTIES

 Fair
values

 With
the exception of balances in respect of insurance contracts (which are specifically excluded from fair value disclosures under GAAP)
and investment securities as disclosed in Note 4 of these consolidated financial statements, the carrying amounts of all other
financial instruments, which consist of cash and cash equivalents, restricted cash and cash equivalents, premiums receivable and
other assets, loan receivable, notes payable, and accounts payable and other liabilities, approximate their fair values due to their
short-term nature.

 Concentration
of underwriting risk

 A
substantial portion of the Company's current reinsurance business ultimately relates to the risks of a limited number of entities;
accordingly, the Company's underwriting risks are not diversified.

 Concentrations
of Credit and Counterparty Risk

 The
Company markets retrocessional and reinsurance policies worldwide through its brokers. Credit risk exists to the extent that any of these
brokers may be unable to fulfill their contractual obligations to the Company. For example, the Company is required to pay amounts owed
on claims under policies to brokers, and these brokers, may fail to pay over the money to the cedants. In some jurisdictions, if a broker
fails to make such a payment, the Company might remain liable to the ceding company for the deficiency. In addition, in certain jurisdictions,
when the ceding company pays premiums for these policies to brokers, these premiums are considered to have been paid and the ceding insurer
is no longer liable to the Company for those amounts, whether or not the premiums have actually been received.

 The
Company remains liable for losses it incurs to the extent that any third-party reinsurer is unable or unwilling to make timely payments
under reinsurance agreements. The Company would also be liable in the event that its ceding companies were unable to collect amounts
due from underlying third-party reinsurers.

 The
Company mitigates its concentration of credit risk and counterparty risk by using reputable several counterparties which decreases the
likelihood of any significant concentration of credit risk with any one counterparty.

 F- 25

 Notes

 13.
FAIR VALUE AND CERTAIN RISKS AND UNCERTAINTIES (continued)

 Market
risk

 Market
risk exists to the extent that the values of the Company's monetary assets fluctuate as a result of changes in market prices. Changes
in market prices can arise from factors specific to individual securities or their respective issuers, or factors affecting all securities
traded in a particular market. Relevant factors for the Company are both volatility and liquidity of specific securities and markets
in which the Company holds investments. The Company has established investment guidelines that seek to mitigate significant exposure
to market risk.

 14.
 LEASES

 Operating
lease right-of-use assets and operating lease liabilities are recognized in the consolidated balance sheets. We determine if a contract
contains a lease at inception and recognize operating lease right-of-use assets and operating lease liabilities based on the present
value of the future minimum lease payments at the commencement date. As our leases do not provide an implicit rate, we use our incremental
borrowing rate based on the information available at the commencement date in determining the present value of future payments. Lease
agreements that have lease and non-lease components, are accounted for as a single lease component. Lease expense is recognized on a
straight-line basis over the lease term.

 The
Company has two operating lease obligations namely for the Company's office facilities located at Suite 201, 42 Edward Street Grand
Cayman, Cayman Islands and residential space at Turnberry Villas in Grand Cayman, Cayman Islands. The office lease has a remaining lease
term of approximately two ( 2) month and was renewed subsequent to year end for a period of five ( 5) years. The residential lease has a remaining lease term of
less than 1 month and was renewed subsequent to year end for a period of three ( 3) years.

 F- 26

 Notes

 14.
LEASES (continued)

 The
components of lease expense and other lease information as of and during the years ended December 31, 2023 and 2022 are as follows:

OF OPERATING LEASE COST

 2023

 2022

 Year
 Ended December 31,

 2023

 2022

 Operating Lease Cost (1)

 $

 $

 Cash paid for amounts included in the measurement of lease liabilities

 Operating cash flows from operating leases

 $

 $

 (1)

 Includes short-term leases

 SCHEDULE OF OPERATING LEASE
OBLIGATIONS

 2023

 2022

 2023

 2022

 Operating lease right-of-use assets

 $

 $

 Operating lease liabilities

 $

 $

 Weighted-average remaining lease term - operating leases

 0.39 years

 1.17 years

 Weighted-average discount rate - operating leases

 7.13
 %

 6.5
 %

 Future
minimum lease payments under non-cancellable leases as of December 31, 2023 and 2022, reconciled to our discounted operating lease liability
presented on the consolidated balance sheets are as follows:

OF FUTURE MINIMUM LEASE PAYMENTS

 2023

 2022

 2023

 2022

 2023

 $
 -

 $

 2024

 Total future minimum lease payments

 $

 $

 Less imputed interest

 -

 ( 2
)

 Total operating lease liabilities

 $

 $

 F- 27

 Notes

 15.
 RELATED PARTY TRANSACTIONS

 Administrative
Services Agreement

 Commencing
on the effective date of the SPAC's IPO, the Sponsor agreed to pay the Company a total of up to $10,000 per month for
office space, utilities, secretarial and administrative support to the Sponsor and the SPAC. Upon completion of the SPAC's
initial Business Combination or the SPAC's liquidation, the Sponsor will cease paying these monthly fees. For the years ended
December 31, 2023 and 2022, the company recorded income of $ 80,000
and $ 90,000, respectively, from the Sponsor under the Administrative Services Agreement, which is included in "net investment
and other income" in the consolidated statements of operations. At December 31, 2023, the Company recorded a receivable of $ 62,000 relating to the Oxbridge Reinsurance portion of
the working capital loan which is included in "due from related parties" in the consolidated balance sheets. At December
31, 2022, the Company recorded a receivable of $ 45,000 which is included in "due from related parties" in the consolidated
balance sheets.

 Participating
Notes

 During
the year ending December 31, 2021, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, invested a principal
amount of $ 68,000 in
Series 2020-1 participating notes. During the year ended December 31, 2023, Mr. Madhu received a payment of $ 76,000 representing
partial redemption of principal and return on investment.

 DeltaCat
Re Tokens

 During
the year ended December 31, 2023, Mr. Jay Madhu, a director and officer of the Company and its subsidiaries, entered into subscription
agreement to purchase a total of 6,200 Series DeltaCat Re tokens at a purchase price of $ 10.00 per token for aggregate gross proceeds
of $ 62,000. Ownership of DeltaCat Re tokenized reinsurance securities indirectly confers fractionalized interests in reinsurance contracts
underwritten by Oxbridge Re NS for the 2023-2024 treaty year.

 TypTap
Insurance Company ("TypTap") Contract

 During
the year ended December 31, 2023 the Company entered into a reinsurance agreement with TypTap, an insurance subsidiary of HCI Group,
Inc., which is a related entity through common directorship. At December 31, 2023, included within premium receivable, deferred acquisition
costs and unearned premiums on the consolidated balance sheets are amounts equal to $ 489,000, $ 50,000 and $ 458,000 respectively, relating
to the reinsurance agreement with TypTap. During the year ended December 31, 2023, included within assumed premiums, change in unearned
premium reserve and policy acquisition costs and underwriting expenses on the consolidated statements of operations are amounts equal to
$ 1,099,000, ($ 458,000) and $ 70,000, respectively.

 Bridge
Loan with Affiliate

 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.

 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.

 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.

 The
Company invested the sum of $ 100,000 in
the Notes and is 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 receive an aggregate of $ 140,000 upon
the redemption of the Notes.

 F- 28

 16.
 PROPERTY AND EQUIPMENT, NET

and equipment, net consist of the following (in thousands):

OF PROPERTY AND EQUIPMENT,NET

 2023

 2022

 2023

 2022

 Leasehold improvements

 $

 $

 Furniture and Fixtures

 Motor vehicle

 Computer equipment and software

 Total, at cost

 less accumulated depreciation and amortization

 ( 131
)

 ( 125
)

 Property and equipment, net

 $

 $

 F- 29

 Notes

 17.
 SUBSEQUENT EVENTS

 We
evaluate all subsequent events and transactions for potential recognition or disclosure in our consolidated financial statements.

 Other than as disclosed in Notes 9 and 15 above, there
were no events subsequent to December 31, 2023 for which disclosure was required.

 F- 30

I

 SUMMARY
OF INVESTMENTS - OTHER THAN INVESTMENTS IN RELATED PARTIES

 AS
OF DECEMBER 31, 2023

in thousands of U.S. dollars)

 Schedule I - Summary of Investments - Other Than Investments in Related Parties

 Cost or

 Amortized

 Fair

 Balance Sheet

 Type of investment

 Cost

 Value

 Value

 $
 1,926

 $

 $

 Total investments

 $
 1,926

 $

 $

 F- 31

II

FINANCIAL INFORMATION OF REGISTRANT

BALANCE SHEET - PARENT COMPANY ONLY

 Schedule II - Condensed Financial Information of Registrant

 2023

 2022

 2023

 2022

 Assets

 Cash and cash equivalents

 Investment in subsidiaries

 1,757

 9,389

 Due from subsidiaries

 2,905

 3,872

 Due from related party

 -

 Loan receivable

 -

 Prepayment and other assets

 Prepaid offering costs

 -

 Operating lease right-of-use assets

 Property and equipment, net

 Total assets

 $
 5,784

 15,156

 Liabilities and Shareholders' Equity

 Liabilities:

 Operating lease liabilities

 Due to Subsidiary

 -

 Accounts payable and other liabilities

 Total liabilities

 Shareholders' equity:

 Ordinary share capital

 Additional paid-in capital

 32,740

 Accumulated Deficit

 ( 27,414
)

)

 Total shareholders' equity

 5,332

 Total liabilities and shareholders' equity

 $
 5,784

 15,156

 F- 32

II (continued)

FINANCIAL INFORMATION OF REGISTRANT

STATEMENTS OF OPERATIONS - PARENT COMPANY ONLY

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Revenue

 Net investment income

 $

 ( 338
)

 Net realized investment gain

 -

 Management fees and other income

 2,978

 1,883

 Operating expenses

 ( 1,912
)

 ( 1,406
)

 Income before equity in loss of subsidiaries

 1,175

 Equity in loss of subsidiaries

 ( 11,090
)

 ( 2,002
)

 $
)

)

 F- 33

II (continued)

FINANCIAL INFORMATION OF REGISTRANT

STATEMENT OF CASH FLOWS - PARENT COMPANY ONLY

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Operating activities

 $
)

)

 Adjustments to reconcile net loss to net cash provided by (used in) operating
 activities:

 Equity in loss of subsidiaries

 11,090

 2,002

 Share-based compensation

 Underwriting Income – SurancePlus

 ( 494
)

 -

 Depreciation

 Net realized investment gain

 -

 ( 27
)

 ( 38
)

 Change in operating assets and liabilities:

 Due from subsidiary

 ( 1,763
)

 Due from related party

 ( 30
)

 Due to subsidiary

 -

 Prepayment and other assets

 ( 55
)

 Prepaid offering costs

 ( 133
)

 Accounts payable and other liabilities

 ( 87
)

 Net cash provided by (used in) operating activities

 $
 2,385

 ( 1,413
)

 Investing activities

 Purchase of equity securities

 -

 ( 1,002
)

 Purchase of loan receivable

 ( 100
)

 -

 Investment in subsidiary

 ( 2,964
)

 ( 507
)

 Proceeds from sale of equity securities

 -

 Purchase of property and equipment

 ( 5
)

 -

 Net cash used in investing activities

 $
 ( 3,069
)

 ( 883
)

 Net change in cash and cash equivalents

 ( 684
)

 ( 2,296
)

 Cash and cash equivalents at beginning of year

 3,227

 Cash and cash equivalents at end of year

 $

 F- 34

III

 SUPPLEMENTARY
INSURANCE INFORMATION

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

in thousands of U.S. dollars)

 Schedule III - Supplementary Insurance Information

 Year

 Segment

 Deferred
 acquisition
 costs,
 net

 Reserves
 for
 losses
 and
 loss
 adjustment
 expenses
 –
 gross

 Unearned
 premiums
 –
 gross

 Net
 premiums
 earned

 Investment

 income

 Net
 losses,
 and
 loss
 adjustment
 expenses

 Amortization
 of
 deferred
 acquisition
 costs

 Operating
 expenses

 Gross
 premiums
 written

 2023

 & Casualty

 $
 -

 $
 -

 $
 -

 $
 1,255

 $
 -

 $
 -

 $

 $
 2,183

 $
 2,170

 2022

 & Casualty

 $
 -

 $
 1,073

 $
 -

 $

 $

 $
 1,073

 $

 $
 1,413

 $

 F- 35

IV

 REINSURANCE
INFORMATION

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

in thousands of U.S. dollars)

 Schedule IV - Reinsurance Information

 Year

 Segment

 Direct
 Gross

 ceded to
 other
 companies

 assumed
 from other
 companies

 Net amount

 Percentage
 of amount
 assumed to
 net

 2023

 Property & Casualty

 $
 -

 $
 -

 $
 2,170

 $
 2,170

 %

 2022

 Property & Casualty

 $
 -

 $
 -

 $

 $

 %

 F- 36