SecProbe.io

December 18, 2024
Justin Cohen
Chief Executive Officer
Ategrity Specialty Holdings LLC
9 West 57th Street, 33rd Floor
New York, NY 10019
Re:Ategrity Specialty Holdings LLC
Draft Registration Statement on Form S-1
Submitted on November 20, 2024
CIK No. 0002040491
Dear Justin Cohen:
            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
Prospectus Summary, page 1
1.Consistent with your disclosure on page 32, please disclose in the prospectus
summary that you commenced operations in 2018 and thus have a limited operating
history.
Please provide support for the following statements or revise to make it clear these are
management's beliefs:
•the E&S industry was an under-served and inefficient marketplace that was
hindered by inconsistent and antiquated processes of legacy insurance carriers;
•many distribution partners and their end-clients were struggling with slow
response times, unpredictable underwriting capacity and subpar pricing; and2.

December 18, 2024
Page 2
•many of your E&S competitors do not have highly diverse distribution
relationships.
3.We note that on page 5 you first draw the comparison between the E&S market in
which you operate and admitted lines market. While we recognize that the glossary
defines these terms, please clarify in the prospectus summary that the E&S market
involves lines of insurance which are generally unavailable from admitted insurers
due to perceived risk related to the insured’s business and which, consequently, are
placed by surplus lines agents or brokers with insurers that are not admitted in the
subject jurisdiction. Also, briefly expand upon the distinctions between these markets
in the prospectus summary, and particularly that the non-admitted market
comprises companies not licensed to transact the business of insurance but
are permitted to issue insurance policies only in accordance with an exemption from
insurance licensing laws, for example, through a licensed E&S lines broker.
4.Please disclose in your prospectus summary that a substantial portion of your portfolio
assets is allocated to the Utility & Infrastructure Investments, which is comprised of
investments in private investment funds managed by an affiliated entity. Also include
disclose here, consistent with your disclosure later in the document, that the Utility
& Infrastructure Investments are speculative, entail substantial risks and are subject to
various conflicts of interest, and that they are made through various commingled
investment vehicles that are managed on behalf of multiple clients of the Investment
Manager, and not structured in relation to your specific financial objectives or
anticipated insurance and reinsurance liabilities.
Controlled Company, page 10
5.Please discuss here the controlling shareholders' ability to control matters requiring
shareholder approval, including the election of directors, amendment of organizational
documents, and approval of major corporate transactions, such as a change in control,
merger, consolidation, or sale of assets. Further, clarify here whether you plan to rely
on the “controlled company” exemptions from certain corporate governance
requirements. Alternatively, provide a cross-reference to the risk factor disclosures
beginning on page 47.
Risk factors
Severe weather conditions, page 14
6.Please address in the risk factor if any geographic areas you serve are exposed to any
particular type of weather, earthquakes or other catastrophes.
Risk factors, page 18
7.We note your disclosure on page 18 referencing A.M. Best’s financial strength rating
of Ategrity Specialty Holdings LLC’s Insurance and Bermuda subsidiaries. Please
revise the language throughout the document, as appropriate to clarify that A.M.
Best’s financial strength rating as quoted relates to the Company’s Insurance
Subsidiary (Ategrity Specialty Insurance Company) and the Bermuda Subsidiary
(Ategrity Specialty Insurance Limited).

December 18, 2024
Page 3
Adverse economic factors, including recession, inflation, periods of high unemployment or
lower economic activity, page 23
8.We note that you underwrite a significant portion of your insurance in California,
Florida, Georgia, New York and Texas. Please disclose the relative percentage of
business in each respective state and also expand your disclosure in the prospectus
summary, MD&A and business section to discuss any material concentrations.
Management's discussion and analysis of financial condition and results of operations, page
59
9.Please revise to provide a detailed discussion of the changes in financial position for
each of the periods presented.
Loss and loss adjustment expenses, page 64
10.Please revise to include a discussion which addresses and quantifies the changes in the
individual components relating to the overall changes in the incurred losses and loss
adjustment expenses for the periods presented.
Our Business, page 80
11.We note your disclosure that you stratify risk characteristics by micro-segments, and
you give examples in the hotel and motel industry of micro-segments.  Please further
expand to explain other micro-segments that you analyze, or advise.
Principal stockholders, page 125
12.Please identify the individual or individuals that have voting and dispositive control
over the shares owned by ZFSG.  Refer to Item 403 of Regulation S-K.
Exclusive forum, page 129
13.We note that your disclosure here provides that the forum selection provision
identifies the Court of Chancery of the State of Delaware as the exclusive forum for
certain litigation, including any “derivative action.” Please disclose here whether this
provision applies to actions arising under the Securities Act or Exchange Act. If so,
please also state that there is uncertainty as to whether a court would enforce such
provision. If the provision applies to Securities Act claims, please also state that
investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder. In that regard, we note that Section 22 of the Securities Act
creates concurrent jurisdiction for federal and state courts over all suits brought to
enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. If this provision does not apply to actions arising under the
Securities Act or Exchange Act, please also ensure that the exclusive forum provision
in the governing documents states this clearly, or tell us how you will inform investors
in future filings that the provision does not apply to any actions arising under the
Securities Act or Exchange Act. Please also reconcile your disclosure about the
exclusive forum provision here with the disclosure in your risk factor on page 44 and
update the risk factor to discuss that the provision may increase costs to bring a claim.

December 18, 2024
Page 4
Exhibit Index, page II-4
14.We note the disclosure on page 110 that you intend to enter into an employment
agreement with Mr. Cohen prior to the completion of this offering. Please confirm
that you will file the employment agreement as an exhibit once you enter into it and
consider providing a placeholder in the exhibit index to the extent you expect that it
will be filed prior to effectiveness.
15.Please file as exhibits the Utility Limited Partnership Agreement referenced on page
119 and the Master Technology Transfer Agreement referenced on page 122 or
provide your analysis as to why you believe they are not required. Please also
confirm you will file the MidCap Limited Partnership Agreement referenced on page
120 once executed or provide your analysis as to why you believe it will not be
required. Refer to Item 601(b)(10) of Regulation S-K.
General
16.Please provide us with 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 the staff at the phone number below to discuss how to
submit the materials.
17.Please provide us with copies of any additional graphics, maps, photographs, and
related captions or other artwork including logos that you intend to use in the
prospectus. Please keep in mind, in scheduling printing and distributing of the
preliminary prospectus, that we may have comments after reviewing the materials.
            Please contact Victor Cecco at 202-551-2064 or Marc Thomas at 202-551-3452 if you
have questions regarding comments on the financial statements and related matters. Please
contact John Stickel at 202-551-3324 or Susan Block at 202-551-3210 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance