SecProbe.io

CORRESP
1
filename1.htm

VIA
EDGAR

February
10, 2020

VIA
EDGAR

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

100
F Street, NE

Washington,
D.C. 20549

Attn:
 David Gessert, Michael Clampitt, Mark Brunhofer and Sharon Blume

    Re:

    International
        General Insurance Holdings Ltd.

        Amendment
        No. 1 to Registration Statement on Form F-4

        Filed
        January 21, 2020

        File
        No. 333-235427

Dear
Messrs. Gessert, Clampitt, Brunhofer and Blume:

International
General Insurance Holdings Ltd. (the “Company” or “we”) hereby transmits its response to
the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, dated
January 29, 2020, regarding the Company’s Amendment No. 1 to Registration Statement on Form F-4 which was filed on January
21, 2020 (the “Registration Statement”). For the Staff’s convenience, we have repeated below the Staff’s
comments in bold, and have followed each comment with the Company’s response.

Registration
Statement on Form F-4

Cover
Page

 1. We
                                         note your response to comment 1. Notwithstanding your analysis and discussion, we continue
                                         to believe that certain provisions of the Amended and Restated Pubco Bye-laws should
                                         be presented as separate proposals to allow for shareholders of Tiberius to vote on each
                                         material change from the corresponding provision in Tiberius’s current amended
                                         and restated certificate of incorporation and bylaws separately. Please revise to unbundle
                                         these matters as separate proposals pursuant to Rule 14a-4 (a) (3). For guidance, please
                                         refer to Questions 201.01 and 201.02 of the Compliance and Disclosure Interpretations,
                                         Exchange Act Rule 14a-4(a)(3), Unbundling under Rule 14a-4(a)(3) in the M&A Context.

In
response to the Staff’s comment, please see the letter attached hereto as Exhibit A, which was transmitted to the Staff
separately by Ellenoff Grossman & Schole LLP on February 7, 2020.

Unaudited
Pro Forma Combined Financial Statements, page 145

 2. We
                                         acknowledge your response to prior comment 10. Please tell us why you do not reflect
                                         any intangible assets or goodwill in your pro forma financial statements associated with
                                         the reverse acquisition of Tiberius. In this regard, we note that the current market
                                         capitalization of Tiberius is significantly in excess of the book value of its equity
                                         plus mezzanine equity at both June 30, 2019 and September 30, 2019. Reference for us
                                         the authoritative literature you rely upon to support your position.

The transaction will be accounted for as a continuation of IGI
in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board (“IASB”). Under this method of accounting, while Pubco is the legal acquirer of both IGI and Tiberius, IGI has
been identified as the accounting acquirer of Tiberius for accounting purposes. This determination was primarily based on
IGI comprising the ongoing operations of the combined company, IGI senior management comprising the senior management of the combined
company, and the former owners and management of IGI having control of the board of directors following the consummation of the
transaction by virtue of being able to appoint a majority of the directors of the combined company.  As Tiberius does not
meet the definition of a business as defined in IFRS 3 - Business Combinations (“IFRS 3”), the acquisition is not within
the scope of IFRS 3 and is accounted for as a share-based payment transaction in accordance with IFRS 2 – Share-based Payments
(“IFRS 2”). Hence, the transaction will be accounted for as the continuance of IGI with recognition of the identifiable
assets acquired and the liabilities assumed of Tiberius at fair value. Operations prior to the transaction will be those of IGI
from an accounting point of view.

U.S.
Securities and Exchange Commission

February
10, 2020

Page
2

Under IFRS 2, the transaction
is measured at the fair value of the common shares deemed to have been issued by IGI for the ownership interest in Pubco to be
the same as if the transaction had taken the legal form of IGI acquiring 100% of Tiberius. The difference between the fair value
of the common shares deemed to have been issued by IGI and the fair value of Tiberius’s identifiable net assets acquired
represents a transaction cost and will be expensed as a charge to income.

For the purpose of determining the fair value of the common
shares issued to the Tiberius shareholders, we considered various valuation methodologies including observing the quoted un-adjusted
price of Tiberius’s Class A Common Stock in active markets but concluded that it is neither reliable nor representative of
the fair value of the share-based consideration paid to Tiberius’s shareholders. This is because of the following reasons:

 ● There is only limited trading of Tiberius’ Class
A Common Stock compared to other companies listed on the NASDAQ.

 ● There has been limited price movement in Tiberius’
Class A Common Stock despite the announced business combination with IGI.

 ● There is only a limited shareholder base holding Tiberius’
Class A Common Stock.

In the absence of a reliable quoted un-adjusted price of Tiberius’s
Class A Common Stock in active markets, we determined that a price to book multiple of 1.1x (calculation below) as implied by the
equity consideration paid to the IGI shareholders in the proposed business combination is representative of the fair value of the
share-based consideration being paid to the Tiberius shareholders.

Equity
Consideration Price to Book Multiple

    ($ in mm and shares in millions)
    Amount
    # of Shares

    Total Consideration to IGI Holders
    $ 376.5
      134.026

    Shares sold for cash
    $ (80.0 )
      (17.372 )

    Equity Consideration to IGI Holders
    $ 296.5
      116.654

    Equity Consideration / Share

    $ 2.54

    IGI Book Value Per Share

    $ 2.30

    Price/Book Value Multiple

      1.1 x

As a result of the above, we believe that the fair value of
the share-based consideration paid to Tiberius’s shareholders equals 1.1x times Tiberius’s net assets of 169,055,569,
which implies a fair value of Tiberius of $185,961,126 and a resulting transaction cost of $16,905,557 which is expensed as a charge
to income.

We believe this aggregate approach
of considering total net assets contributed by Tiberius and the application of a fair value multiple to those net assets as determined
by an arms-length transaction is appropriate in determining the fair value of Tiberius. To the extent reliable, quoted un-adjusted
market pricing is available post-transaction which is reflective of the fair value of the combined entity, we would consider using
that as an input in determining the fair value of the share-based consideration paid to Tiberius’s shareholders.

In response to the Staff’s comment, we have revised the
Registration Statement on pages 26, 27, 143, 146, 147 and in footnote 11 on page 152.

U.S.
Securities and Exchange Commission

February
10, 2020

Page
3

IGI’s
Management’s Discussion and Analysis of Financial Condition and Results of Operations Non-IFRS Financial Measures

Net
operating income, page 215

 3. We
                                         acknowledge your response to prior comment 11 and continue to believe that the title
                                         of this non-IFRS measure is confusingly similar to IFRS-compliant measures used by others.
                                         As previously requested, please revise the title of this non-IFRS measure in your next
                                         amendment.

In
response to the Staff’s comment, the Company has changed the title of “Net operating income” to “Core
operating income” throughout the Registration Statement where this financial measure is used. See pages 1, 29, 30, 208,
209, 215 and 216.

Results
of Operations, page 217

 4. We
                                         acknowledge your response to prior comment 12. Given the significance of favorable development
                                         to your profit before tax for each of 2016, 2017, and 2018, please revise your operating
                                         results disclosure to highlight this significance. We note that your revised disclosure
                                         need not duplicate the explanatory disclosures you provide on pages 250 and 251 (a cross
                                         reference to that disclosure would be appropriate), but we believe investors should be
                                         made readily aware of the impact of changes of prior period estimates on your current
                                         period bottom line operating results;

In
response to the Staff’s comment, we have revised the Registration Statement on pages 216, 219, 222 and 226 to disclose
the significance of prior year favorable development in claims.

Results
of Operations - Specialty Short-tail, page 232

 5. We
                                         acknowledge your response to prior comment 14. Please revise your disclosure added on
                                         page 235 to specifically address the following:

 a. Disclose
                                         the cause of the significant negative loss ratio in the first half of 2018 for the construction
                                         and engineering line.

 b. Disclose
                                         the location of the event causing the significant losses in 2016 and 2017 in the ports
                                         and terminals line.

In
response to the Staff’s comment, we have revised the Registration Statement on page 234.

Notes
to the Consolidated Financial Statements

Note
2: Basis of Preparation

Significant
accounting judgements, estimates and assumptions

Expected
credit loss for insurance receivables, page F-103

 6. We
                                         acknowledge your response to prior comment 20. Please revise your disclosure here or
                                         in your liquidity and capital resources discussion beginning on page 172, as appropriate,
                                         consistent with your response to:

 a. Highlight
                                         the customary slow payment in some of the countries in which you do business;

 b. Indicate
                                         when you cancel policies for past due premiums; and

 c. Disclose
                                         your policy regarding paying (or not paying) claims on policies with past due premiums.

In
response to the Staff’s comment, the Company has revised the disclosure on page F-87 of the Registration Statement.

U.S.
Securities and Exchange Commission

February
10, 2020

Page
4

Note
24: Commitments and Contingencies

Litigations,
page F-116

 7. We
                                         acknowledge your response to comment 22 and continue to believe that your disclosure
                                         provides investors with no information to assess the potential magnitude of this matter
                                         under arbitration. In this regard, we note that even the example at IAS 37.D3 provides
                                         information on the claim involved. Given the overall significance of your reinsurance
                                         activities to your operations and operating results, please revise your disclosure to
                                         provide some factual quantitative information consistent with your response that will
                                         afford investors with an indication of the magnitude of this matter and not jeopardize
                                         your position in the arbitration.

In
response to the Staff’s comment, the Company has revised the disclosure on page F-100 of the Registration Statement.

We
thank the Staff for its review of the foregoing and the Registration Statement. If you have further questions or comments, please
feel free to contact me at 212-277-4004 or Michael.Levitt@Freshfields.com.

    Sincerely,

    /s/  Michael
    Levitt

    Michael
    Levitt

    cc:

    Wasef
        Jabsheh

        Hatem
        Jabsheh

        Pervez
        Rizvi

        Rawan
        Alsulaiman

        International
        General Insurance Holdings Ltd.

        Andrew
        Poole

        Tiberius
        Acquisition Corporation

        Jeffrey
        Rubin

        Stuart
        Neuhauser

        Matthew
        Gray

    Ellenoff
    Grossman & Schole LLP

Exhibit A

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

(212) 370-1300

February 7, 2020

David Gessert, Esq.

Securities and Exchange Commission

Division of Corporation Finance

Office of Finance

100 F Street, NE

Washington, DC 20549

    Re:
    International General Insurance Holdings Ltd.

    Amendment No. 1 to

    Registration Statement on Form F-4

    Filed January 21, 2020

    File No. 333-2335427

Dear Mr. Gessert:

We are submitting this letter in response to comment 1 of the
staff’s comment letter dated January 29, 2020 with respect to the above-captioned registration statement.

In order to appropriately address the comment, we believe it
would be helpful to first review the structure of the proposed business combination, and then to review the structure against the
applicable staff guidance.

 ● Structure of the Proposed Business Combination

 o The currently reporting public company is Tiberius Acquisition Corporation, a Delaware special purpose acquisition company
(SPAC) (referred to herein as “Tiberius”).

 o The target company is International General Insurance Holdings Ltd., a privately held Dubai company (referred to herein as
“IGI Dubai”).

 o A new holding company has been organized in Bermuda under the name International General Insurance Holdings Ltd. (referred
to herein as “IGI Bermuda”).

 o The sole director and sole shareholder of IGI Bermuda is Pervez Rizvi, who is also the Group Chief Financial Officer of IGI
Dubai.

 o In the business combination: (i) Tiberius will merge with a Delaware subsidiary of IGI Bermuda, and the current holders of
Tiberius shares and warrants will receive shares and warrants of IGI Bermuda; and (ii) the security holders of IGI Dubai will exchange
their securities for shares and warrants of IGI Bermuda. Following the business combination, both Tiberius and IGI Dubai will become
wholly owned subsidiaries of IGI Bermuda.

David Gessert, Esq.

Division of Corporation Finance

February 7, 2020

Page 2

 ● Share Ownership Following the Proposed Business Combination

 o Following the business combination, the former shareholders of IGI Dubai will own more than 50% of the outstanding shares of
IGI Bermuda (and the former stockholders of Tiberius will own less than 50% of the outstanding shares of IGI Bermuda). See Annex
A for the detailed calculations.

 o In addition, we advise the staff that a significant number of SPAC shareholders typically elect to redeem their public shares
in connection with a business combination. Taking into account the e