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November 16, 2023
Jeff Radke
Chief Executive Officer
Accelerant Holdings
c/o Accelerant Re (Cayman) Ltd.
Unit 106, Windward 3, Regatta Office Park
West Bay Road, Grand Cayman
Re:Accelerant Holdings
Draft Registration Statement on Form S-1
Submitted October 20, 2023
CIK No. 0001997350
Dear Jeff Radke:
            We have reviewed your draft registration statement and have the following comments.
            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 a comment applies 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 this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1
General
1.We note references to your investment portfolio and investment managers throughout the
registration statement. Please add the following disclosures:

•Describe your investment strategy and, if applicable, how your strategy differs from a
traditional fixed-income investment strategy in your Summary and Business sections.
•As applicable, disclose in the appropriate sections the impacts of macroeconomic
conditions, such as interest rates, foreign currency exchange rates, conditions in the
debt and equity markets and market volatility, as well as risks associated with asset
classes that comprise your investment portfolio.
•In your Business section, break down the investment portfolio by composition of
investment grade and non-investment grade assets, further broken down by asset

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class and assigned credit rating. These figures should be provided by dollar amount
and the percentage of your portfolio.
•In your Business section, disclose the material terms of any investment management
agreements currently in place, including the identities of the parties to the agreement,
the compensation structure with and historical fees paid to the investment
manager(s), any minimum amount of assets required to be covered under the
agreement, and term and termination provisions. Please file the material agreements
as exhibits.
2.Please define the term “selling shareholder.”
Prospectus Summary, page 1
3.We note your discussion about your company's history of growing its business and your
plans for your future operations. Substantially revise your disclosure to balance your
presentation so that it is clear that you have been generating net losses in each of your
operating years. Additionally, where you discuss your growth since your founding, please
discuss whether your recent growth rate is indicative of future growth rates, or reflects
your growth as a newly formed business.
4.We note that you own an equity stake in 16 members. We also note your statement on
page 7 that you have protocols in place to ensure you do not compete with your
members. Please briefly describe the key elements of such protocols. Both here and in
your Business section discuss any adverse effects such investments in certain members
may have on the ability to attract new members.
5.We note your disclosure on page 1 that, "[a]s of September 30, 2023, we have 134
Members and over 60 risk capital partners on our platform, with a 104% compounded
annual premium growth rate from 2019 to 2022." We also note your disclosure on page 11
that "[t]he majority of the Risk Exchange's business today is written by Accelerant-owned
insurance companies," your disclosure on page 91 that your Accelerant-owned insurance
companies accounted for all of your Exchange Written Premium in both 2022 and 2021,
and your disclosure on page 25 that Flywheel Re sources approximately 32% of your risk
capital. Please highlight at the forefront of your Prospectus Summary the number of
members and risk capital partners in which you own an equity interest or are otherwise
related and disclose the percentage of Exchange Written Premium written by such
members. Please include similar disclosure accompanying the graphs on page 3.
6.We note your disclosure throughout the document that you "expect" or "intend" your
shares will trade on the NYSE. Please advise us of any conditions that must be fulfilled
prior to such trading. As appropriate, update your document to reflect updated
information.

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7.We note that your MGAs predominately underwrite low-limit, low-hazard, specialty
commercial risks. Please discuss the risk products that are then exchanged through your
Risk Exchange. For example, we note your graphic representation of GWP by Class and
Product on page 11. Please provide a narrative discussion of these classes and products.
Company Overview, page 1
8.We note your disclosure on page 2 stating that your gross loss ratio has declined every
year. However, your disclosure on page 90 indicates that the gross loss ratio was flat at
55.5% for both 2022 and 2021. Please revise your disclosure on page 2 to clarify the year-
over-year change in your gross loss ratio. Further, revise your disclosure on page 3 to
quantify the gross loss ratio for the year ended December 31, 2021.
Our Members, page 10
9.Revise this section to provide additional information on the firms that make up the "small
to medium" businesses that are your targeted insured, and discuss reasons why those
businesses, and the particular risks, might not be served by the traditional market. Provide
a more in-depth discussion of your product offerings in your discussion on page 112. That
discussion should also address, in detail, whether the risks are covered by your regulated
insurance companies in the states where the insureds are located. To the extent that you
offer a significant amount of specialty contracts that are not permissible lines of business
for regulated insurers in the relevant state, please discuss the specific risks of those
contracts, including any possibility of high cost/low probability losses.
Summary of Risks Associated with Our Business, page 12
10.Please include in your Summary of Risks your history of losses and your disclosure that
you have not been profitable since your inception in 2018.
Summary Accelerant Holdings Historical Consolidated Financial Data, page 17
11.We note your disclosure of organic revenue growth rate and the related definition of the
measure on page 80, which does not appear to be labeled as a non-GAAP financial
measure. Please tell us how you determined whether organic revenue, or your related
organic revenue growth rate, represents a non-GAAP financial measure. To the extent you
determine that it does represent a non-GAAP financial measure, label it as such and
provide required disclosures accordingly.
Risk Factors, page 20
12.We note that you have several risk factors that address risks that can be exacerbated by
periods of inflation. Please tell us whether the rise in economic prices has had any direct
impact on the cost of covering insured losses or expected costs have risen such that
inflation itself is a specific risk to your financial performance in the near term.

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Our reinsurers may not reimburse us for claims on a timely basis, page 30
13.Please disclose whether your exposure to the falsified letters of credit collateralizing a
portion of your reinsurance coverage resulted in any adverse effects on your results of
operations.
There is increased litigation related to... business interruption insurance, page 33
14.Revise this risk factor, with a view towards additional disclosure elsewhere as warranted,
to disclose the total number of policies, and the insured loss value of those policies, which
might be subject to business interruption insurance. To the extent material, disclose the
amount of those policies covered by policies insured by your captive insurance
companies, and/or insured by Accelerant owned reinsurers. Also, please clarify if business
interruption insurance is one of the losses covered by the specialty insurance policies
issued by your members.
Our business is subject to risks related to legal proceedings and governmental inquiries, page 44
15.Please disclose whether you are currently involved in any investigations and lawsuits.
Use of Proceeds, page 64
16.We note that you may use a portion of the net proceeds to acquire or invest in businesses.
Please identify such businesses, if known, or, if not known, please disclose the nature of
the businesses to be sought, the status of any negotiations with respect to the acquisition,
and a brief description of such business.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
72
17.We note your risk factor on page 30 discussing the risk of severe weather conditions
adversely affecting your business, results of operations and financial condition. If
applicable, please add disclosure in your Management’s Discussion and Analysis of
Financial Condition and Results of Operations section identifying catastrophe events that
had a material impact on your financial condition in the relevant periods.
18.Please quantify the amount of your overall business flow, i.e. the number of Members
writing premiums, the number of Risk Capital Partners purchasing premiums, and the
number of reinsurers to which premiums are ceded, in which you own an equity interest or
are otherwise related. For example, discuss and quantify the portion of your business that
reflects Owned Members writing premiums which are then Accelerant Written.

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19.On page 78 you discuss your investment in technology. We also note that you discuss that
your business plan contemplates providing additional features to collect and analyze data
from your members on both the "supply" and "demand" side of your exchange. Revise
your disclosure to clarify whether management expects that your existing level of
commitment to technological development will be sufficient to meet your goals for the
platform, or if additional investments would be required.
20.Please revise your Management’s Discussion and Analysis of Financial Condition and
Results of Operations section in future filings to discuss your financial condition and
changes in financial condition for each of the periods presented as required by Item 303 of
Regulation S-K. Refer to SEC Release Nos. 33-6835 and 33-8350.
Key Factors that Could Affect Our Performance, page 75
21.For each factor you discuss, please disclose your historical trends and management's and
the board's actions to effect the next quarter.
Loss and Loss Adjustment Expenses, page 84
22.We note your discussion of changes in net loss, LAE and gross incurred losses & LAE in
2022 compared to 2021. Please revise to provide a more fulsome discussion of any known
events, volume, activities or other factors driving the changes between the periods and
quantify, where applicable.
Segment Information, page 86
23.We note your segment disclosure regarding Exchange Services and MGA Operations on
pages 89 and 90. Please revise these sections to discuss segment performance and revenue
attributed to both affiliated and unaffiliated entities separately. Please also revise these
sections to make it clear that the revenue associated with affiliated entities is eliminated
upon consolidation.
Business, page 103
24.We note your disclosure on page 28 that "[a]s of December 31, 2022, we reinsured 84.5%
of GWP. Additionally, as of June 30, 2023, we reinsured 94.8% of GWP." Please identify
the underlying insurance that is being reinsured, the nature and amount of collateral in
trust under the contracts, and any related party information. Please include material
agreements as exhibits.
25.We note that on page 32, you include a risk factor that discusses your dependence on
certain third parties, including VantagePoint and Soteria. However, your business
discussion does not address which functions are supported by your key third party
providers, or indicate the services that the two named examples provide. To the
extent your business relies on key third party providers, including for any risk
management, investment management or data collection and processing for your

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exchange, please revise your disclosure to indicate instances where you are dependent on
key third parties. Also, to the extent you are reliant on third party services provided by
entities owned or affiliated with your management or current owners, please note those
relationships.
26.You discuss extensively that your business is dependent upon attracting new members
who will ultimately become MGAs. Revise this section, and elsewhere throughout the
Summary and Risk Factors where appropriate, to discuss how Accelerant is able to
identify and attract underwriters with the appropriate skill and desire to become MGAs,
and whether the company believes that the cost to identify and recruit MGAs will increase
on a per-MGA basis as you continue to expand your offerings.
27.We note that you disclose in the risk factors on page 41 that you may be subject to risks
related to a possible cyber attack, including on the risk exchange or on one or more of
your members. We also note your discussion of Bermuda's cyber law. Please disclose the
nature of your board's or management's role in overseeing your cybersecurity risk
management, the manner in which you administer this oversight function and any effect
this has on your management or leadership structure.
Member Case Studies, page 114
28.We note that you provide "case studies" of two of your members. We also note that one of
the reasons you articulate for your onboarding process is to help Accelerant evaluate
whether a potential MGA has the ability to grow into a self-sustaining business. Revise
this section to discuss whether the performance of these two examples is representative for
new members who joined during the same time periods.
Risk Management, page 116
29.We note that you include risk factor disclosure that indicates that you have funds held in
deposit accounts that exceed the FDIC or FSA limits. Revise your disclosure, where
appropriate, to discuss any additional monitoring you perform to minimize the possible
impact on your access to cash, or your ability to pay insureds from your existing restricted
cash, from the solvency of the financial institutions holding your cash deposits.
Principal and Selling Shareholders, page 155
30.Please identify the natural persons who have voting or dispositive power with respect to
the shares of the entities listed under 5% Shareholders.
Executive Compensation, page 169
31.Please advise why you have not also included a separate table for the grants of plan-based
awards. Refer to Item 402(d) of Regulation S-K.

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Ceding commission income, page F-14
32.We note your disclosure that certain of the ceding commissions are subject to sliding scale
adjustments, as well as your disclosure on