Ategrity Specialty Insurance Co Holdings

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Forward-looking statements

This prospectus contains forward-looking statements. These statements can be identified by the fact that they do not relate strictly to historical or current facts. You can identify forward-looking statements in this prospectus by the use of words such as “anticipates,” “estimates,” “expects,” “intends,” “plans,” and “believes,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may,” and “could.” These forward-looking statements include, among others, statements relating to our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs, and other similar matters. These forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks, and changes in circumstances that are difficult to predict.

Our actual results may differ materially from those expressed in, or implied by, the forward-looking statements included in this prospectus as a result of various factors, including, among others:

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the intense competition for business in our industry;

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the inability to obtain reinsurance coverage at reasonable prices and on terms that adequately protect us;

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the possibility that our loss reserves may be inadequate to cover our actual losses, which could have an adverse effect on our financial condition, results of operations, and cash flows;

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the inherent uncertainty of models resulting in actual losses that are materially different than our estimates;

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a decline in the financial strength rating assigned to Ategrity Specialty or to Ategrity Ltd adversely affecting the amount of business we write;

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our reliance on a select group of brokers;

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unexpected changes in the interpretation of our coverage or provisions;

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adverse economic factors, including recession, inflation, periods of high unemployment. or lower economic activity resulting in the sale of fewer policies than expected, or an increase in frequency or severity of claims and premium defaults, or both, affecting our growth and profitability;

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the performance of our investment portfolio adversely affecting our financial results;

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the potential loss of one or more key executives or an inability to attract and retain qualified personnel adversely affecting our results of operations;

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the failure of any of the loss limitations or exclusions we employ, or change in other claims or coverage issues, having a material adverse effect on our financial condition or results of operations;

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extensive regulation adversely affecting our ability to achieve our business objectives or the failure to comply with these regulations adversely affecting our financial condition and results of operations;

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the effects of litigation having an adverse effect on our business;

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the inability to manage our growth effectively;

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the ability to pay dividends and other distributions and service our debt obligations being dependent on our ability to obtain cash dividends or other permitted payments from Ategrity Specialty;

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being forced to sell investments to meet our liquidity requirements;

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our underwriters and other associates taking excessive risks;

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the possibility that severe weather conditions and other catastrophes may result in an increase in the number and amount of claims filed against us;

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the ability of ZFSG and its affiliates to exert significant influence over us and our corporate decisions;

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the failure to maintain effective internal controls in accordance with the Sarbanes-Oxley Act; and

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other risks and uncertainties discussed in “Risk factors” and elsewhere in this prospectus.

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Accordingly, you should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect.

Forward-looking statements speak only as of the date of this prospectus. Except as expressly required under federal securities laws and the rules and regulations of the SEC, we do not have any obligation, and do not undertake, to update any forward-looking statements to reflect events or circumstances arising after the date of this prospectus, whether as a result of new information, future events, or otherwise. You should not place undue reliance on the forward-looking statements included in this prospectus or that may be made elsewhere from time to time by us, or on our behalf. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.