Form SCHEDULE 13D/A OXBRIDGE RE HOLDINGS Filed by: MARTIN ALLAN S.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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OXBRIDGE RE HOLDINGS Ltd (Name of Issuer) |
Ordinary Shares (Title of Class of Securities) |
(CUSIP Number) |
JACQUELINE BAKER 101 East Kennedy Boulevard, Suite 4110, , Tampa, FL, 33602 (813) 443-0745 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/16/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
MARTIN ALLAN S. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
760,960.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 154,491 ordinary shares held by Allan S Martin and 29,401 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.
Based upon an aggregate of 8,172,420 Issuer ordinary shares of outstanding, consisting of (i) 7,664,122 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 508,298 shares of ordinary shares that may be acquired by exercise of warrants.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Marie B. Martin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
222,731.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Includes 29,401 ordinary shares held by Allan S. Martin and Marie Martin, jointly; 175,998 ordinary shares issuable upon the exercise of warrants held by Allan S. Martin and Marie Martin, jointly, that are currently exercisable. This amount also includes 8,666 shares held by the Allan S Martin Childrens IRRV Trust and 8,666 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.
Based upon an aggregate of 7,848,786 Issuer ordinary shares of outstanding, consisting of (i) 7,664,122 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 184,664 shares of ordinary shares able to be acquired upon exercise of warrants
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Fleur de Lis Partners, LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
317,770.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
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 7,913,122 Issuer ordinary shares of outstanding, consisting of (i) 7,664,122 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 249,000 shares of ordinary shares able to be acquired upon exercise of warrants.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Allan S Martin Childrens IRRV Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
17,332.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
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| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes 8,666 shares held by the Allan S Martin Childrens IRRV Trust; and 8,666 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 7,672,788 Issuer ordinary shares of outstanding, consisting of (i) 7,664,122 Issuer ordinary shares outstanding as reported by Issuer; and (ii) 8,666 shares of ordinary shares able to be acquired upon exercise of warrants.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares |
| (b) | Name of Issuer:
OXBRIDGE RE HOLDINGS Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
SUITE 201, 42 EDWARD STREET, P.O. BOX 469, GEORGETOWN,
CAYMAN ISLANDS
, KY1-9006. |
| Item 2. | Identity and Background |
| (a) | 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; and
Allan S Martin Childrens IRRV Trust.
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| (b) | 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.
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| (f) |
Each of the individuals are United States citizens. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The Reporting Persons used personal funds to purchase Ordinary Shares and warrants. | |
| Item 4. | Purpose of Transaction |
All of the Ordinary Shares and Warrants of the Issuer were acquired for investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See response to Item 11 on the cover pages. |
| (b) | See response to Items 7-10 on the cover pages. |
| (c) | Allan S. Martin disposed of 32,911 shares on April 16, 2026 at a price of $0.6848. |
| (d) | 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 |
| (e) | Not Applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS