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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.
0001539894
0001539894
2024-07-31
2024-07-31
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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.
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 |
Exhibit 10.1
![](https://www.sec.gov/Archives/edgar/data/1539894/000110465924095585/tm2423088d1_ex10-1img001.jpg)
|
Baker Tilly US, LLP |
|
790 N Water St |
|
Suite 2000 |
|
Milwaukee, WI 53202 |
|
United States of America |
July 31, 2024 |
|
|
T: +1 (414) 777 5500 |
|
F: +1 (414) 777 5555 |
|
|
|
bakertilly.com |
Mr. Paul A. Romano |
|
Vice President & CFO |
|
Atlas Financial Holdings, Inc. |
|
953 American Lane, 3rd Floor |
|
Schaumberg, IL 60173 |
|
|
|
VIA Email and First Class Mail: |
|
Romano, Paul <promano@atlas-fin.com>
Dear Mr. Romano: |
|
This letter is to inform you that, after careful
consideration, Baker Tilly US, LLP ("we" or "our") has elected to disengage from the December 31, 2022 consolidated
financial statement audit of Atlas Financial Holdings, Inc.
We urge you to gather your documentation and engage
another audit professional as soon as possible in order to complete future work in a timely manner. Subject to payment in full of all
outstanding invoices from Baker Tilly US, if any, we will cooperate with your subsequent accounting firm as necessary. We will need signed
letters from both you and your new accountants regarding this provision of information before we can provide access to or copies of our
records.
We appreciate your business and wish you success.
Should you have any questions, please do not hesitate to reach out.
Sincerely,
Baker Tilly, US LLP.
/s/ Baker Tilly, US LLP.
Baker Tilly Advisory Group, LP and Baker Tilly US, LLP, trading as
Baker Tilly, are members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal
entities. Baker Tilly US, LLP is a licensed CPA firm that provides assurance services to its clients. Baker Tilly Advisory Group, LP and
its subsidiary entities provide tax and consulting services to their clients and are not licensed CPA firms.
Exhibit 10.2
|
Baker Tilly US, LLP |
|
790 N Water St |
|
Suite 2000 |
|
Milwaukee, WI 53202 |
|
United States of America |
|
|
|
F: +1 (414) 777 5555 |
|
T: +1 (414) 777 5500 |
|
|
|
bakertilly.com |
August 21, 2024
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.,
Washington D.C. 20549
Re: Atlas Financial, Holdings, Inc.
(the “Company”)
Form 8-K Item 4.01 (the “Report”)
We have reviewed the above referenced Report filed by the Company.
We do not disagree with the statements made by the Company in the Report.
Sincerely,
/s/ Baker Tilly US, LLP
Baker Tilly Advisory Group, LP and Baker Tilly US, LLP, trading as
Baker Tilly, are members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal
entities. Baker Tilly US, LLP is a licensed CPA firm that provides assurance services to its clients. Baker Tilly Advisory Group, LP
and its subsidiary entities provide tax and consulting services to their clients and are not licensed CPA firms.
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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.
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Jul. 31, 2024
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001-35816
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Atlas Financial Holdings, Inc.
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