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United States securities and exchange commission logo
June 9, 2023
Pina Albo
Chief Executive Officer
Hamilton Insurance Group, Ltd.
Wellesley House North, 1st Floor
90 Pitts Bay Road
Pembroke HM 08 Bermuda
Re:Hamilton Insurance Group, Ltd.
Draft Registration Statement on Form S-1
Submitted May 15, 2023
CIK No. 0001593275
Dear Pina Albo:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted May 15, 2023
General
1.Please revise your cover page, summary, and risk factors sections to disclose your
multiple class share structure (preferred shares, Class A common shares, Class B common
shares, and Class C common shares) and explain the nature of the disparate voting rights
and the risks the structure presents to investors.
2.We note your statements that you have a "robust balance sheet" on pages 3, 7, 74, 124 and
126.  Please revise these sections to balance your disclosure by also including your net
losses for the most recent audited period, as well as your cumulative losses. In addition,

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add appropriate risk factor disclosure.
3.We note your disclosure in several sections of the prospectus referring to Russia's war on
Ukraine and the impact on your business, including your disclosure on page 104 that the
"net loss for the year ended December 31, 2022 was primarily driven by the impact of
catastrophe losses incurred on the Ukraine conflict." Typically, most insurance policies
contain exclusions for losses related to armed conflicts.  Please tell us and, if material to
you, disclose the following:
•whether you have business operations or employees in Ukraine, Russia or Belarus;
•whether your E&S policies were issued specifically to cover risks related to conflict,
and whether you have written new or extended existing policies since the
commencement of hostilities in 2022;
•whether you have any investment assets, including financing or reinsuring leases for
assets that currently cannot be recovered as a result of the conflict and conflict related
sanctions; and
•whether management expects to grow or decrease its exposure to Ukraine, and
whether the company has any similar exposures to other conflict prone areas.
4.We note that throughout the prospectus you often describe the industry and your
performance using compound annual growth rate ("CAGR"). Because CAGR only
represents two discrete snapshots in time, but does not show trends or events during the
period represented, please balance your disclosure by also including the annual rates for
the periods represented.
5.We note that you refer to "reinsurance franchise" and "underwriting franchise" in several
sections of the prospectus.  Please briefly explain what you mean by these statements,
because it does not appear that your business operates as a franchise. Alternatively, if your
operations are franchised, please revise your business section to provide additional details
about your method of operations, and provide the requisite agreements.
6.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact Tonya K. Aldave at (202) 551-3601 to discuss how to
submit the materials, if any, to us for our review.
Cover Page
7.We note your disclosure on page 115 that you currently have three classes of common
shares outstanding.  Please revise your cover pages to identify what class of shares is
being registered in this offering.  Refer to Item 501(b)(2) of Regulation S-K.

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Summary
Our Market Opportunity, page 9
8.We note your disclosure that one of your market opportunities is participation and
continued growth in the "non-admitted U.S. insurance market, also known as the U.S.
E&S market."  Revise your disclosure to explain why this market is termed both "non-
admitted" and "excess and supplementary (i.e. that Hamilton is not admitted or enrolled
with the insurance commission of the states where you do business, and that the risks
associated with the business carry sufficient unknows that most insurers cannot perform
the acturarial risk assessment necessary for approval by the relevant state insurance
commission).  Revise your disclosure to explain, both here and in a new risk factor, the
risks of writing insurance in this space, including the reliance on substantially less data to
price the premiums.  In addition, please provide support for your disclosure on page 128
that the E&S Market is "expected to produce profitable results in all market cycles," or
state that this is management's belief.
9.Given your disclosure on page 87 that the war in Ukraine was one of the factors that led to
the increase in your catastrophe losses for the year, please explain your disclosure here
that you view other "global events such as natural catastrophes and geopolitical tensions,
such as the conflict in Ukraine" as a market opportunity.
Our Business, page 10
10.We note your disclosure, both in this section, and in the risk factors section, discussing the
impact of catastrophic weather events on your obligation to make payments on losses both
through your insurance and reinsurance businesses.  For instance, we note that you
attribute your net losses in 2022, 2020 and 2019 to particular named storms or other
weather events.  We also note your reference to the impact of climate change, including
the increase in the frequency and severity of weather events.  Furthermore, we note that
you attempt to limit your exposure to "100-year Atlantic Hurricanes."  Please revise your
disclosure, either here or in another appropriate section, to define a "100-year" storm, and
the extent to which you have experienced events that meet that definition during the last 5
years.  Revise your management's discussion to address how management adjusts for the
potential increase in frequency of these events.
11.Revise your disclosure to explain in greater detail, that the higher premiums you can
charge in your E&S and other specialty lines of insurance are directly related to the risks
related to the uncertainties in predicting the likelihood of an insured loss, or the size of
any losses on the underlying policies.
Risk Factors
Unpredictable catastrophic events could adversely affect our results, page 22
12.We note that your exposure to payment obligations to insureds in the event of catastrophic
weather events.  Revise this section, or another appropriate portion of your registration

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statement, to identify significant accumulations of geographic risks.  Where a material
amount of risk or total insurance exposure is located in a geographically diverse nation,
discuss any regional risks separately.  For instance, for your policies that cover property or
businesses in the United States, if a significant percentage is in Florida, make that clear.
An investor should be able to understand not only your historical experience, but to be
able to appreciate whether a particular event might be more likely to impact your losses in
future periods.  For instance, if you have written a significant amount of property
insurance, reinsurance, or provided flood insurance, for costal properties in California, or
for properties exposed to wildfire risk in the American west, so state.
The full extent of the impacts of the ongoing Ukraine conflict on the reinsurance, page 23
13.We note your discussion, within the general risk factor on the impact of the Ukraine
conflict, your reference to G7 prohibitions against issuing maritime insurance for Russian
oil transportation.  Please tell us, with a view towards revised disclosure, the extent to
which you have written any insurance to cover these shipments, or if management has any
discussions related to providing this insurance.  If your maritime book of business has
been, or could be material, revise the risk factors to separately address the risks related to
engaging in this or any other activity that could lead to Hamilton running afoul of sections
imposed by the US, UK, EU or the G7.
The covenants in our debt agreements limit our financial and operational flexibility, page 27
14.We note that you reference a "private note" in this risk factor.  To the extent that these
notes are the term loan agreement described on page 114, please clarify.  If the private
note is separate from that agreement, please revise to identify the note holders. In addition,
if this is a separate credit facility with its own agreement (apart form the agreements you
plan to file as Exhibits 10.13 and 10.14), describe its material terms in the business section
and file it as an exhibit to the registration statement or advise.
We may be adversely impacted by inflation, page 33
15.Please update this risk factor to reflect how recent inflationary pressures impacted your
operations. In this regard, identify the types of inflationary pressures you are facing and
how your business has been affected.
Consolidated Results of Operations, page 85
16.The sum of the adjustments deducted from Net premiums earned to calculate
Underwriting income (loss) do not agree to the amounts presented. Please revise to show
expenses as a deduction and the income amounts as an addition to arrive to your
calculation of Underwriting income (loss).

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International Segment
Net Premiums Earned, page 92
17.We note your discussion that net premiums earned increased over the periods presented
reflecting changes in net premiums written, including the volume, mix and type of
business written.  Please revise to provide separate discussion of changes in net premiums
earned by Property, Casualty and Specialty during the periods presented in the filing.
Provide similar revisions and quantitative details for your Bermuda segment discussion
beginning on page 95.
18.In addition to the above, please revise to quantify the extent to which such changes are
attributable to changes in price or volume by type of business.  Provide similar revisions
and quantitative details for your Bermuda segment discussion beginning on page 95. Refer
to Item 303(b)(2)(iii) of Regulation S-K.
Third Party Fee Income, page 93
19.We note that the third party fee income decreased by 44.7% during the year ended
December 31, 2022 primarily driven by a reduction in the number of third party
syndicates under management.  Please address the following:
•revise to quantify relevant numbers of amounts associated with the third party
syndicates under management during the periods presented;
•tell us and revise your disclosure to clarify more about the contractual terms and
management services provided to these third party syndicates; and
•tell us and revise to disclose your revenue recognition policy for this third party fee
income.
Credit Facilities, page 115
20.For each material credit facility listed in this section, please include the interest rate
payable, the term of the facility, and other material terms.  In addition, file material credit
agreements as amendments to the registration statement or advise.  Also, since most of
these credit facilities will expire within the next year, please tell us whether Hamilton has
begun negotiating extensions for the facilities.
Financial Strength Ratings, page 116
21.We note your disclosure here and on page 27 that on "April 22, 2022, Hamilton Insurance
Group, Ltd. received a positive outlook from A.M. Best ... and affirmation of its Financial
Strength Rating of "A-" (Excellent) and the Long-Term Issuer Credit Ratings of "a-" of
Hamilton Re and Hamilton Insurance DAC."  Please disclose the ratings as of a more
recent date or advise why you are unable to do so.

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Quantiatve and Qualitative Disclosure About Market Risk
Effects of Inflation, page 120
22.You make reference to the effects of inflation, and how it could present a risk to your
business, as well as how it has impacted results in reported periods.  Revise your
disclosure, either in this section or in the management's discussion, to address the actual
and expected impact of continued inflationary pressure.  For instance, have your
obligations to cover losses at replacement value, compared to a fixed loss value, impacted
results as the cost of materials has increased?  If so, how has that impacted your
significant losses in each of the reported periods?  Similarly, how has the expected cost
increases impacted your reserve calculations.  Finally, is there any significant difference
in your calculations for your reinsured portfolio, compared to policies you directly write?
Business, page 123
23.Please revise your business section to provide a break down in your investment portfolio
by comparison of investment grade and non-investment grade assets, further broken down
by asset class and assigned credit rating.  These figures should be provided by dollar
amount and percentage of the portfolio.
24.Since a significant portio of your insurance is written through your Lloyd's syndicate,
please revise this section to discuss the structure and management of the Lloyd's market,
as well as the management of the syndicate and the percentage of the syndicate's business
that you purchase.
Unique Investment Management Relationship with Two Sigma, page 124
25.Please refer to the last risk factor on page 37 and revise this section to describe material
terms of the commitment agreement with Two Sigma here.  Include the compensation
structure, the historical fees paid to the investment manager, the minimum amount of
assets required to be covered under the agreement, as well as the term and terminational
provisions.
Investments, page 139
26.We note your disclosure here that your "fixed income investment portfolio is managed by
two external investment managers, with approximately 50% allocated to each."  We also
note that you identify one of the investment managers as Two Sigma Investments L.P.
Please identify the second external investment manager, describe material terms of any
agreements signed with such investment manager, and file the management agreement as
an exhibit to the registration statement or advise.
Certain Relationships and Related Party Transactions, page 179
27.Please identify the parties to the Shareholders Agreement described in the first para