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August 22, 2023
Michael Levitt
Partner
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
New York, NY 10022
Re:International General Insurance Holdings Ltd.
Schedule TO-I/A filed August 17, 2023
File No. 005-91471
Dear Michael Levitt:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Defined terms used herein have the same meaning as in your Offer to Purchase.
Schedule TO-I/A filed August 17, 2023
General
1.The information required by Items 7, 8 and 9 of Schedule 13E-3 must be prominently
disclosed in a "Special Factors" section at the forepart of the disclosure document.  See
Rule 13e-3(e)(1)(ii).  Please revise.
2.Given that the filing person is not a natural person, revise to provide the information
required by Item 1003(b) of Regulation M-A.
3.We note your disclosure that Item 1005(b) and (c) of Regulation M-A are “[n]ot
applicable” to the transaction.  Given the disclosure on page 12 regarding negotiations
between the Company and “12 of the largest holders of the Warrants,” please revise or
advise.
The Offer and Consent Solicitation, page 4

 FirstName LastNameMichael Levitt
 Comapany NameFreshfields Bruckhaus Deringer US LLP
 August 22, 2023 Page 2
 FirstName LastNameMichael Levitt
Freshfields Bruckhaus Deringer US LLP
August 22, 2023
Page 2
4.Please revise to provide the disclosure required by Item 1015(b)(2) and (3) of Regulation
M-A with respect to BofA.
Background and Purpose of the Offer, page 9
5.Please revise to state with specificity why the Company determined to pursue the Offer
now as opposed to at any other time.  See Item 1013(c) of Regulation M-A.
6.Item 1013(d) of Regulation M-A requires a reasonably detailed discussion of the benefits
and detriments of the transaction to the subject company, its affiliates and unaffiliated
security holders, and the benefits and detriments must be quantified to the extent
practicable.  Please revise to include this disclosure.  See Instruction 1 and Instruction 2 to
Item 1013 of Regulation M-A.
Fairness of the Offer, page 12
7.Item 1014(a) requires you to address the fairness of the "Rule 13e-3 transaction" in its
entirety.  Here, you are making an Offer to Warrant holders but simultaneously and as a
condition of tender, soliciting consents to amend the terms of the Warrant Agreement for
those holders who do not tender.  Your disclosure on page 12 also indicates that you will
redeem any Warrants that remain outstanding after the Offer.  Revise the fairness
discussion (including the heading) to address the fairness of the going private transaction
in its entirety, while separately addressing those holders who tender and those who do
not.
8.Disclosure throughout the Schedule 13E-3 indicates that you determined that “the Offer is
fair and in the best interests of the Company and the Warrant holders" (emphasis added).
 Please revise to provide the disclosure described in Item 8 of Schedule 13E-3 and Item
1014(a) of Regulation M-A, including whether (and why) the Company believes the Offer
is fair or unfair to unaffiliated Warrant holders.  Refer to the definition of "affiliate" in
Rule 13e-3(a)(1).
9.Consider defining or explaining the term "wall-crossed" in the first bullet point in this
section.
10.Refer to our comment above.  The factors listed in Instruction 2 to Item 1014 of
Regulation M-A are those normally considered relevant in assessing the fairness of a
going-private transaction.  To the extent one or more of those factors was considered but
given little weight or was not considered by the Company, this may be an important
element of the analysis.  Please revise to discuss how the Company considered each listed
factor, or to explain why it did not.
11.Refer to the third bullet point in this section on page 12.  Expand to explain how you
arrived at the assumptions (such as the 30% volatility assumption and the dividend yeild
of 0%) used to value the Warrants.
12.See our comments above regarding the need to direct your fairness determination and

 FirstName LastNameMichael Levitt
 Comapany NameFreshfields Bruckhaus Deringer US LLP
 August 22, 2023 Page 3
 FirstName LastNameMichael Levitt
Freshfields Bruckhaus Deringer US LLP
August 22, 2023
Page 3
analysis to the going private transaction itself and specifically, to the unaffiliated holders
of Warrants.  Many of the bullet points here describe fairness to the Company and
specifically, to equity holders, rather than the holders of the subject class in this Offer.
See for example, the last three bullet points on page 13.  By way of illustration, it is not
clear how the overhang created by the Warrants and your possible inability to access the
public equity markets for follow-on equity transactions involving the Company's common
shares contributes to fairness for the Warrant holders who tender into this Offer or those
who are redeemed after the Offer.  Please revise.
13.Refer to the disclosure on page 13 to the effect that the board considered conducting an
exchange offer for the Warrants but decided not to pursue this alternative because "it
would take longer to complete than an all-cash tender offer."  Please expand to explain
why the board believed an exchange offer would take longer and why that was a
determining factor in structuring this transaction.
Effects of the Offer on the Market for the Public Warrants, page 14
14.Refer to the first complete paragraph on page 14.  In making a decision whether to tender
into this offer, it is critical for Warrant holders to know what will happen to their
securities if they do not tender.  Revise to specifically state when after the offer you intend
to redeem any remaining outstanding Warrants.  See Item 6 of Schedule 13E-3 and Item
1006(c) of Regulation M-A.  To the extent you intend to redeem them immediately or
soon after the offer, the disclosure in the second paragraph of this section should also be
revised accordingly.
Board Presentation, page 17
15.We note your disclosure that a Black Scholes valuation of the Warrants was conducted.
Please confirm that you have filed as an exhibit to the Schedule 13E-3 all board books or
other written materials materially related to this going private transaction and provided by
a third party.
16.Refer to the last sentence in this third paragraph in this section.  Explain the statement
here that other companies may transact in warrants ... "thereby potentially increasing
competition in the market." Explain what market, what sorts of transactions and how this
would affect the Warrants should they remain outstanding.
17.We note the statement that "[t]he Presentation was not based on instructions received from
the Company."  Clarify how BofA proceeded with its role here without instructions from
the Company.
18.At the top of page 15, explain the conditions to BofA receiving an additional $650,000 as
future compensation with respect to the Offer.  Clarify whether this sum is in addition to
the dealer manager fees listed on page 16.
19.Refer to the Presentation now filed as an exhibit to the Schedule 13E-3.  The disclaimer
on page C-2 of the materials state that they may not be used without the consent of BofA.

 FirstName LastNameMichael Levitt
 Comapany NameFreshfields Bruckhaus Deringer US LLP
 August 22, 2023 Page 4
 FirstName LastName
Michael Levitt
Freshfields Bruckhaus Deringer US LLP
August 22, 2023
Page 4
Clarify in the disclosure here that BofA has provided its consent for use of the materials
here.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Christina Chalk at (202) 551-3263 or Blake Grady at (202)
551-8573.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions