SecProbe.io

CORRESP
 1
 filename1.htm

 Ategrity
Specialty Holdings LLC
 9 West 57th Street, 33rd Floor

 New York, New York 10019

 June 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549-6010

 Attention: Victor Cecco

 Marc
 Thomas

 Robert Arzonetti

 Susan Block

 Re: Ategrity Specialty Holdings LLC
 Registration
Statement on Form S-1, as amended (File No. 333-286059)

 Request for Acceleration of Effective Date

 To the addressees set forth above:

 In accordance with Rule 461
under the Securities Act of 1933, as amended, Ategrity Specialty Holdings LLC, a Delaware limited liability company, which will be converted
into and renamed Ategrity Specialty Insurance Company Holdings, a Nevada corporation (collectively, the " Company "),
prior to the consummation of the initial public offering of the Company's common stock, hereby requests acceleration of the effective
date of the above-referenced Registration Statement on Form S-1, as amended (File No. 333-286059) (the " Registration
Statement "). The Company respectfully requests that the Registration Statement become effective as of 4:00 p.m., Eastern
Time, on June 10, 2025, or as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request
by telephone to the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the " Commission ").
Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins
LLP, by calling Erika L. Weinberg at (212) 906-1297.

 We understand that the staff
of the Commission will consider this request as confirmation by the Company that it is aware of its responsibilities under the federal
securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding
the foregoing, please contact Erika L. Weinberg of Latham & Watkins LLP at the number set forth above.

 Thank you for your assistance in this matter.

 [ Signature Page Follows ]

 Sincerely,

 Ategrity Specialty Holdings LLC

 By:
 /s/ Justin Cohen

 Name:
 Justin Cohen

 Title:
 Chief Executive Officer

 cc:
 Neelam Patel, Chief Financial Officer, Ategrity Specialty Holdings LLC

 Marc D. Jaffe, Esq., Latham & Watkins LLP

 Erika L. Weinberg, Esq., Latham & Watkins LLP

 Gary D. Boss, Esq., Latham & Watkins LLP

 Dwight S. Yoo, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

 Elena M. Coyle, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

 Ryan J. Dzierniejko, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

CORRESP
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 J.P. MORGAN SECURITIES LLC
 383 MADISON AVENUE
 NEW YORK, NEW YORK 10179

 BARCLAYS CAPITAL INC.
 745 7 TH AVENUE
 NEW YORK, NEW YORK 10019

 June 9, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549-6010

 Attention:
 Victor Cecco

 Marc Thomas

 Robert Arzonetti

 Susan Block

 Re:
 Ategrity Specialty Holdings LLC

 Registration Statement on Form S-1, as amended (File No. 333-286059)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 We refer to the Registration Statement on Form S-1
(File No. 333-286059) (as amended, the "Registration Statement"), of Ategrity Specialty Holdings LLC, a Delaware limited
liability company, which will be converted into and renamed Ategrity Specialty Insurance Company Holdings, a Nevada corporation (collectively,
the "Company"), prior to the consummation of the initial public offering of the Company's common stock.

 In accordance with Rule 461 under the Securities
Act of 1933, as amended (the "Act"), we, as representatives of the several underwriters (the "Underwriters"),
hereby respectfully request that the Registration Statement become effective as of 4:00 p.m., Eastern Time, on June 10, 2025, or
as soon as practicable thereafter, or at such other time as the Company or its legal counsel may request by telephone to the staff of
the Division of Corporation Finance of the U.S. Securities and Exchange Commission.

 Pursuant to Rule 460 under the Act, we, as
representatives of the Underwriters, wish to advise you that we will take reasonable steps to secure adequate distribution of the Company's
preliminary prospectus, dated June 3, 2025, to underwriters, dealers, institutions and others prior to the requested effective time
of the Registration Statement.

 We, as representatives of the Underwriters, have
complied and will comply, and we have been informed by the participating Underwriters that they have complied and will comply, with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Sincerely,

 J.P. MORGAN SECURITIES LLC
BARCLAYS CAPITAL INC.

 As representatives of the several Underwriters

 J.P. MORGAN SECURITIES LLC

 By:
 /s/
Apoorva Ramesh

 Name:
 Apoorva Ramesh

 Title:
 Vice President

 BARCLAYS
 CAPITAL INC.

 By:
 /s/ Warren Fixmer

 Name: Warren Fixmer

 Title:
 Managing Director

CORRESP
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 1271 Avenue of the Americas

 New York, New York 10020-1401

 Tel: +1.212.906.1200 Fax: +1.212.751.4864

 www.lw.com

 FIRM / AFFILIATE OFFICES

 Austin
 Milan

 Beijing
 Munich

 Boston
 New York

 Brussels
 Orange County

 Century City
 Paris

 April 15, 2025
 Chicago
 Riyadh

 Dubai
 San Diego

 Düsseldorf
 San Francisco

 Frankfurt
 Seoul

 Hamburg
 Silicon Valley

 Hong Kong
 Singapore

 Houston
 Tel Aviv

 London
 Tokyo

 Los Angeles
 Washington, D.C.

 Madrid

 VIA EDGAR

 Division of Corporation Finance

 Office of Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Victor Cecco, Marc Thomas, Robert Arzonetti,
Susan Block

 Re:
 Ategrity Specialty Holdings LLC

 Registration Statement on Form S-1

 Filed March 24, 2025

 File No. 333-286059

 Dear
Mr. Thomas, Mr. Cecco, Mr. Arzonetti and Ms. Block :

 On behalf of Ategrity Specialty
Holdings LLC, a Delaware limited liability company (the " Company "), we are providing this letter in response
to comments received from the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
in its letter dated April 10, 2025, with respect to the Company's Registration Statement on Form S-1 (the " Registration
Statement "). This letter is being submitted together with an amendment (" Amendment No. 1" )
to the Registration Statement, which has been revised to address the Staff's comments. The bold and numbered paragraphs below correspond
to the numbered paragraphs in the Staff's letter and are followed by the Company's responses. Page references in the
text of this letter correspond to the pages of Amendment No. 1. Unless otherwise indicated, capitalized terms used herein have
the meanings assigned to them in the Registration Statement. The responses and information described below are based upon information
provided to us by the Company.

 Registration Statement on Form S-1

 Expense Ratio, page 67

 1. Please revise to include a detailed discussion which addresses and quantifies the changes and reasons
for the changes in policy acquisition costs, and each of the individual operating and general expenses in each individual period presented.

 April 15, 2025

 Page 2

 Response :
The Company acknowledges the Staff's comment and has revised its disclosure on page 70 accordingly.

 Loss Ratio, page 67

 2. Please revise to provide a detailed discussion of the actual losses paid as well as the actuarial impact
on the estimated losses on each type of insurance contract in the determination of the loss and loss adjustment expenses in each individual
period presented.

 Response :
The Company acknowledges the Staff's comment and has revised its disclosure on pages 69 through 70 accordingly.

 Results of Operations

 Year ended December 31, 2024, compared
to year ended December 31, 2023

 Premiums, page 67

 3. Please revise, for each individual period presented, to discuss the gross and net premiums written
and earned in each of the verticals in which you focus, specifically, Real Estate, Hospitality, Construction, and Retail.

 Response :
The Company acknowledges the Staff's comment and has revised its disclosure on page 69 accordingly.

 The Company respectfully advises
the Staff that management of the Company analyzes the premiums the Company writes according to the key industry verticals in which
the Company operates and believes presenting this additional information is useful to investors. The Company analyzes such premiums
by the period in which the policy was initially written. If a policy is later modified in a subsequent period (e.g., by audit
premium, endorsement, cancellation, etc.), the Company treats such premium amount as having been modified in the period in which
such policy was initially written. The premiums that the Company presents by vertical accordingly are not directly comparable to
GAAP gross written premiums. The Company views the presentation of premiums by vertical as additional operational information useful
to investors, and not as an accounting metric. The Company does not track premiums by vertical on a net basis or on an earned basis.
Accordingly, in its response to the Staff's comment, the Company has provided a discussion of its premiums written for each of
its Real Estate, Hospitality, Construction, and Retail verticals only on a gross basis, but it has not provided any separate
disclosure or discussion of premiums on a net or earned basis.

 Other Expenses, page 69

 4. Please disclose in MD&A the following information relating to your equity issuanes:

 · discussion of the significant factors, assumptions and methodologies used in determining fair value;

 April 15, 2025

 Page 3

 · discussion of each significant factor contributing to the difference between the fair value as of the date of each grant and the
estimated IPO price;

 · the valuation alternative selected and, if applicable, the reason management chose not to obtain contemporaneous valuation by an
unrelated valuation specialist; and

 · the intrinsic value of outstanding vested and unvested options based on the estimated IPO price and the options outstanding as
of the most recent balance sheet date presented in your registration statement.

 Response :
The Company acknowledges the Staff's comment and has revised its disclosure on pages 79 through 82 accordingly.

 Financial Condition

 Investment Portfolio, page 74

 5. Please revise to provide investment portfolio information for the 2023 fiscal period similar to the
information provided for the 2024 fiscal period.

 Response :
The Company acknowledges the Staff's comment and has revised its disclosure on pages 77 through 78 accordingly.

 Additionally we note that
in response to Comment 15 in the Staff's letter dated December 15, 2024, the Company filed both the Technology Transactions
Agreement and the Utility Limited Partnership Agreement as Exhibits 10.11 and 10.12, respectively, to its Registration Statement on Form S-1
filed on March 24, 2025.

 We hope that the foregoing
has been responsive to the Staff's comments and look forward to resolving any outstanding issues as quickly as possible. Please
do not hesitate to contact me at (212) 906-1297 with any questions or further comments you may have regarding this filing or if you wish
to discuss the above.

 Sincerely,

 /s/ Erika L. Weinberg

 Erika L. Weinberg

 of LATHAM & WATKINS LLP

 Enclosures

 cc: (via e-mail)

 April 15, 2025

 Page 4

 Justin Cohen, Chief Executive Officer, Ategrity
Specialty Holdings LLC

 Marc D. Jaffe, Latham & Watkins LLP

 Gary D. Boss, Latham & Watkins LLP

 Dwight S. Yoo, Skadden, Arps, Slate, Meagher &
Flom LLP

 Elena M. Coyle, Skadden, Arps, Slate, Meagher &
Flom LLP

 Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher &
Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Justin Cohen
Chief Executive Officer
Ategrity Specialty Holdings LLC
9 West 57th Street, 33rd Floor
New York, NY 10019

 Re: Ategrity Specialty Holdings LLC
 Registration Statement on Form S-1
 Filed March 24, 2025
 File No. 333-286059
Dear Justin Cohen:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. 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 any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Expense ratio, page 67

1. Please revise to include a detailed discussion which addresses and
quantifies the
 changes and reasons for the changes in policy acquisition costs, and
each of the
 individual operating and general expenses in each individual period
presented.
Loss ratio, page 67

2. Please revise to provide a detailed discussion of the actual losses paid
as well as the
 actuarial impact on the estimated losses on each type of insurance
contract in the
 determination of the loss and loss adjustment expenses in each
individual period
 presented.
 April 10, 2025
Page 2
Results of Operations
Year ended December 31, 2024, compared to year ended December 31, 2023
Premiums, page 67

3. Please revise, for each individual period presented, to discuss the
gross and net
 premiums written and earned in each of the verticals in which you focus,
specifically,
 Real Estate, Hospitality, Construction, and Retail.
Other expenses, page 69

4. Please disclose in MD&A the following information relating to your
equity issuances:

 discussion of the significant factors, assumptions and
methodologies used in
 determining fair value;
 discussion of each significant factor contributing to the
difference between the fair
 value as of the date of each grant and the estimated IPO price;
 the valuation alternative selected and, if applicable, the reason
management chose
 not to obtain contemporaneous valuation by an unrelated valuation
specialist; and
 the intrinsic value of outstanding vested and unvested options
based on the
 estimated IPO price and the options outstanding as of the most
recent balance
 sheet date presented in your registration statement.
Financial Condition
Investment portfolio, page 74

5. Please revise to provide investment portfolio information for the 2023
fiscal period
 similar to the information provided for the 2024 fiscal period.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 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 Robert Arzonetti at 202-551-8819 or Susan Block at 202-551-3210 with
any other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
 April 10, 2025
Page 3
cc: Erika L. Weinberg
</TEXT>
</DOCUMENT>

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