Form 8-K/A - Current report: [Amend]

 

 

 

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: [phone]

 

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

 

 

 

 

Exhibit 10.1 

 

 

	Baker Tilly US, LLP
	790 N Water St
	Suite 2000
	Milwaukee, WI 53202
	United States of America
July 31, 2024
	T: [phone]
	F: [phone]
	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 <[e-mail]>   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: [phone]
	T: [phone]
	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.

 

 

 

Cover	Jul. 31, 2024
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	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.
Document Period End Date	Jul. 31, 2024
Entity File Number	001-35816
Entity Registrant Name	Atlas Financial Holdings, Inc.
Entity Central Index Key	0001539894
Entity Tax Identification Number	27-5466079
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	953 American Lane
Entity Address, Address Line Two	3rd Floor
Entity Address, City or Town	Schaumburg
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60173
City Area Code	847
Local Phone Number	472-6700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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