UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 31, 2024
Atlas Financial Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-35816 | 27-5466079 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
953 American Lane, 3rd Floor Schaumburg, IL (Address of principal executive offices) | 60173 (Zip Code) |
Registrant’s telephone number, including area code: (847) 472-6700
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
Item 4.01. Changes in Registrant’s Certifying Accountant.
This Form 8-K/A is being filed to supplement the disclosure that Atlas Financial Holdings, Inc. provided in its Form 8-K filed on August 20, 2024 with respect to a change in the Company’s certifying accountant.
On July 31, 2024, Atlas Financial Holdings, Inc., a Cayman Islands exempted company limited by shares (the “Company”) was provided with a disengagement letter from Baker Tilly US, LLP (“Baker Tilly”) who had been the Company’s independent registered public accounting firm engaged to audit the Company’s financial statements commencing with the fiscal year ended December 31, 2018. There are no matters that were either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the instructions related to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).
The Corporation has provided Baker Tilly a copy of the disclosures in this Form 8-K and the opportunity to furnish it with a letter addressed to the Securities and Exchange Commission containing any new information, clarification of the Corporation’s expression of its views, or the respects in which Baker Tilly does not agree with the Corporation’s statements herein. On August 21, 2024, Baker Tilly provided a letter confirming that there were no disagreements. A copy of such letter is filed as Exhibit 10.2 to this Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements and information within the meaning of the federal securities laws regarding the Company and its businesses. Such statements are based on the current expectations, estimates, projections, and assumptions made by management. The words “anticipate,” “expect,” “believe,” “may,” “should,” “estimate,” “project,” “outlook,” “forecast” or similar words are used to identify such forward looking information. The forward-looking events and circumstances discussed in this report may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the Company, including risks regarding the insurance industry, economic factors, and the equity markets generally and the other risk factors discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and subsequent periodic reports. Many of these uncertainties and risks are difficult to predict and beyond management’s control. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made, and the Company and its subsidiaries undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Item 9.01. Financial Statements and Exhibits.
| (d) Exhibits |
| 10.1 Baker Tilly Disengagement Letter, dated July 31, 2024. |
| 10.2 Baker Tilly No Disagreement Response, dated August 21, 2024. |
| 104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Atlas Financial Holdings, Inc. | ||
| Date: August 30, 2024 | By: | /s/ Paul A. Romano |
| Name: | Paul A. Romano | |
| Title: | Vice President and Chief Financial Officer | |
