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SCHEDULE 13D/A 0001104659-23-085821 0001538825 XXXXXXXX LIVE 2 Ordinary Shares 07/03/2025 false 0001584831 G6856M106 OXBRIDGE RE HOLDINGS Ltd SUITE 201, 42 EDWARD STREET SUITE 201, 42 EDWARD STREET GEORGETOWN FL KY1-9006 Douglas Licker, Counsel (954) 461-6101 101 East Kennedy Boulevard Suite 4110 Tampa FL 33602 0001538825 N MARTIN ALLAN S. a PF N X1 0.00 964422.00 0.00 964422.00 964422.00 N 12.1 IN Includes 189,993 ordinary shares held by Allan S Martin and 98,689 ordinary shares held by Allan S. Martin and his wife, Marie Martin, jointly; 83,300 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and 175,998 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and his wife, Marie Martin, jointly, that are currently exercisable; 77,986 ordinary shares held by Fleur de Lis Partners, LLLP, and 249,000 ordinary shares issuable upon the exercise of warrants held by Fleur de Lis Partners, LLLP that are currently exercisable. As the general partner of Fleur de Lis Partners, LLLP, Mr. Martin has voting and investment power over the ordinary shares and warrants held by that entity. The amount also includes 96,070 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Mr. Martin serves on Board of Directors of the Foundation. Includes 173,319 ordinary shares held by Allan S Martin and 67,312 ordinary shares held by Allan S. Martin and his wife, Marie Martin, jointly; 83,300 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and 175,998 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and his wife, Marie Martin, jointly, that are currently exercisable; 68,770 ordinary shares held by Fleur de Lis Partners, LLLP, and 249,000 ordinary shares issuable upon the exercise of warrants held by Fleur de Lis Partners, LLLP that are currently exercisable. As the general partner of Fleur de Lis Partners, LLLP, Mr. Martin has voting and investment power over the ordinary shares and warrants held by that entity. The amount also includes 107,723 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Mr. Martin serves on Board of Directors of the Foundation. Based upon an aggregate of 7,990,220 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 547,298 shares of ordinary shares that may be acquired by exercise of warrants. Y Marie B. Martin a PF N X1 34664.00 390033.00 34664.00 390033.00 424697.00 N 5.3 IN Includes 67,312 ordinary shares held by Allan S. Martin and his wife, Marie Martin, jointly; 175,998 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and his wife, Marie Martin, jointly, that are currently exercisable. This amount also includes 17,332 shares held by the Allan S Martin Childrens IRRV Trust and 17,332 ordinary shares issuable upon the exercise of warrants held by the Allan S Martin Childrens IRRV Trust that are currently exercisable. Ms. Martin is the sole Trustee for the Trust. The amount also includes 107,723 shares held by the Martin Family Foundation, Inc. and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Based upon an aggregate of 7,675,252 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 232,330 shares of ordinary shares able to be acquired upon exercise of warrants. Y Fleur de Lis Partners, LLLP a PF N X1 0.00 317770.00 0.00 317770.00 317770.00 N 4.1 IN Includes 68,770 ordinary shares held by Fleur de Lis Partners, LLLP, and 249,000 ordinary shares issuable upon the exercise of warrants held by Fleur de Lis Partners, LLLP that are currently exercisable Based upon an aggregate of 7,691,922 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 249,000 shares of ordinary shares able to be acquired upon exercise of warrants. Y Allan S Martin Childrens IRRV Trust a PF N X1 34664.00 0.00 34664.00 0.00 34664.00 N 1.0 IN Includes 17,332 shares held by the Allan S Martin Childrens IRRV Trust; and 17,332 ordinary shares issuable upon the exercise of warrants held by the Allan S Martin Childrens IRRV Trust that are currently exercisable. Ms. Martin is the sole trustee of the Trust. Based upon an aggregate of 7,460,254 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 17,332 shares of ordinary shares able to be acquired upon exercise of warrants. Y Martin Family Foundation, Inc. a PF N X1 146723.00 0.00 146723.00 0.00 146723.00 N 1.0 IN The amount includes 107,723 shares held by the Martin Family Foundation, Inc.; and 39,000 ordinary shares issuable upon the exercise of warrants held by the Martin Family Foundation, Inc. that are currently exercisable. Each of Mr. Allan S. Martin and Mrs. Marie Martin serve on the Board of the Foundation. Based upon an aggregate of 7,481,922 Issuer ordinary shares of outstanding, consisting of (i) 7,442,922 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 39,000 shares of ordinary shares able to be acquired upon exercise of warrants. Ordinary Shares OXBRIDGE RE HOLDINGS Ltd SUITE 201, 42 EDWARD STREET SUITE 201, 42 EDWARD STREET GEORGETOWN FL KY1-9006 Allan S. Martin, individually, as a Director of the Martin Family Foundation, Inc. and as General Partner of Fleur de Lis Partners, LLLP; Marie Martin, individually, as Trustee of the Allan S Martin Childrens IRRV Trust and as a as a Director of the Martin Family Foundation, Inc.; Fleur de Lis Partners, LLLP, a Delaware limited liability limited partnership. Allan S Martin Childrens IRRV Trust; and Martin Family Foundation, Inc., a Florida not for profit corporation Fleur de Lis Partners, LLLP is a private limited liability limited partnership principally engaged in the business of investing and managing its own private equity investments. The business address for the Fleur de Lis Partners, LLLP is 101 E. Kennedy Blvd. Suite 4110, Tampa Florida 33602 Mr. Allan S. Martin is the General Partner. The Allan S Martin Childrens IRRV Trust. The business address is 5013 W San Miguel St. Tampa Florida 33629. Marie B. Martin is the sole trustee. The Martin Family Foundation, Inc. is a Florida, not-for-profit-corporation. It is a charitable organization and its mission is to provide for opportunities to expand Catholic education and to promote pro-life initiatives. The business address is 5013 W San Miguel St. Tampa Florida 33629. It is managed by its Board of Directors. The following are directors of the Foundation: Mr. Allan S. Martin and Mrs. Marie Martin None. None. Each of the individuals are United States citizens. The Reporting Persons used personal funds to purchase Ordinary Shares and warrants. All of the Ordinary Shares and Warrants of the Issuer were acquired for investment purposes. Mr. Martin beneficially owns 964,422 Ordinary Shares, constituting 12.07% of the Ordinary Shares of the Issuer outstanding Ms. Martin beneficially owns 424,697 Ordinary Shares constituting 5.533% of the Ordinary Shares of the Issuer outstanding. Fleur de Lis Partners, LLLP beneficially owns 317,770 Ordinary Shares constituting 4.131% of the Ordinary Shares of the Issuer outstanding. The Allan S Martin Childrens IRRV Trust beneficially owns 34,664 Ordinary Shares constituting less than 1% of the Ordinary Shares of the Issuer. The Martin Family Foundation, Inc. beneficially owns 146,723 Ordinary Shares constituting less than 1% of the Ordinary Shares of the Issuer. To the best knowledge of the Reporting Persons, except for the transactions described in Schedule A attached hereto, none of the Reporting Persons has effected any transactions in the securities of the Issuer during the past 60 days. Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares reported by this statement Not Applicable SCHEDULE A Transaction in the Shares During the Past Sixty Days Nature of Transaction Ordinary Shares Price Per Share($)1 Date Sale of Ordinary Shares (1,000) 2.0312 7/03/25 Sale of Ordinary Shares (1,000) 2.135 7/03/25 Sale of Ordinary Shares (1,000) 2.1104 7/03/25 Sale of Ordinary Shares (1,000) 2.04 7/03/25 Gift of Ordinary Shares2 25,000 7/07/25 Gift of Ordinary Shares2 (25,000) 7/07/25 1. Represents a weighted average price. These Shares were sold in multiple transactions at prices ranging from $2.0312 to $2.1350. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Shares sold at each separate price within the range set forth in this footnote. 2. Gift of 25,000 shares from Allan S Martin and Marie Martin to The Martin Family Foundation, Inc. MARTIN ALLAN S. Allan S. Martin Allan S. Martin 07/07/2025 Marie B. Martin Marie B. Martin Marie B. Martin 07/07/2025 Fleur de Lis Partners, LLLP Allan S. Martin Allan S. Martin, General Partner 07/07/2025 Allan S Martin Childrens IRRV Trust Marie B. Martin Marie B. Martin, Trustee 07/07/2025 Martin Family Foundation, Inc. Marie B. Martin Marie B. Martin, President 07/07/2025