Attached files
| file | filename |
|---|---|
| EX-5.1 - OPINION OF MAPLES AND CALDER - OXBRIDGE RE HOLDINGS Ltd | d626304dex51.htm |
| EX-23.2 - CONSENT OF HACKER, JOHNSON & SMITH, P.A. - OXBRIDGE RE HOLDINGS Ltd | d626304dex232.htm |
As filed with the Securities and Exchange Commission on March 18, 2014.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1/MEF
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OXBRIDGE RE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
| Cayman Islands | 6331 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Address:
Landmark Square, Suite 1A
64 Earth Close
P.O. Box 469
Grand Cayman, KY1-9006
Cayman Islands
Telephone No: 345-749-7570
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Corporation Service Company
1180 Avenue of the Americas, Suite 210
New York, New York 10036
Telephone No: (800) 927-9801
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Curt P. Creely, Esq. Megan A. Odroniec, Esq. Foley & Lardner LLP 100 North Tampa Street, Suite 2700 Telephone No.: (813) 229-2300 Facsimile No.: (813) 221-4210 |
Christopher J. Lange, Esq. LeClairRyan, a Professional Corporation Riverfront Plaza, East Tower 951 East Byrd Street, Eighth Floor Richmond, Virginia 23219 Telephone No.: (804) 343-4094 Facsimile No.: (804) 783-7689 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-193577
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | x | |||
CALCULATION OF REGISTRATION FEE
|
| ||||
| Title of Each Class of Securities to Be Registered |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee | ||
| Units, each unit consisting of one ordinary share, $0.001 par value, and one warrant |
$3,807,900(4) | $ 491 | ||
| Ordinary shares included as part of the units |
— | (2) | ||
| Warrant included as part of the units |
— | (2) | ||
| Ordinary shares underlying warrants(3) |
$4,759,875(5) | $ 614 | ||
| Total |
$8,567,775 | $1,105 | ||
|
| ||||
|
| ||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Section 6(b) and Rule 457(o) of the Securities Act of 1933. |
| (2) | No fee pursuant to Rule 457(g). |
| (3) | Pursuant to Rule 416, this Registration Statement also covers such number of additional ordinary shares to prevent dilution resulting from stock splits, stock dividends and similar transactions pursuant to the terms of the warrants referenced above. |
| (4) | The $3,807,900 of Units being registered in this Registration Statement are in addition to the $25,500,000 of Units registered pursuant to the Registration Statement on Form S-1, as amended (File No. 333-193577). |
| (5) | The $4,759,875 of ordinary shares underlying the warrants being registered in this Registration Statement are in addition to the $31,875,000 in ordinary shares underlying the warrants registered pursuant to the Registration Statement on Form S-1, as amended (File No. 333-193577). |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE
The contents of the Registration Statement on Form S-1, as amended (File No. 333-193577), including the exhibits and power of attorney thereto, are incorporated by reference into this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in George Town, Cayman Islands, on March 18, 2014.
| OXBRIDGE RE HOLDINGS LIMITED | ||
| By: | /s/ Sanjay Madhu | |
| Sanjay Madhu Chief Executive Officer and President (Principal Executive Officer) | ||
| Signature |
Title |
Date | ||
| /s/ Sanjay Madhu Sanjay Madhu |
President, Chief Executive Officer, and Director (Principal Executive Officer) |
March 18, 2014 | ||
| /s/ Wrendon Timothy Wrendon Timothy |
Financial Controller and Secretary (Principal Accounting Officer and Principal Financial Officer) |
March 18, 2014 | ||
| * Paresh Patel |
Director |
March 18, 2014 | ||
| * Mayur Patel |
Director |
March 18, 2014 | ||
| * Krishna Persaud |
Director |
March 18, 2014 | ||
| * Allan Martin |
Director |
March 18, 2014 | ||
| * Ray Cabillot |
Director |
March 18, 2014 | ||
| *By: | /s/ Wrendon Timothy | |
| Wrendon Timothy Attorney-in-fact |
S-1
EXHIBIT INDEX
| Exhibit Number |
Document Description | |
| 5.1 | Opinion of Maples and Calder. | |
| 23.1 | Consent of Maples and Calder (contained in Exhibit 5.1). | |
| 23.2 | Consent of Hacker, Johnson & Smith, PA. | |
| 24.1* | Power of Attorney. | |
| * | Incorporated by reference to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-193577), initially filed by the Registrant on January 27, 2014 and declared effective by the Securities and Exchange Commission on February 28, 2014. |