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United States securities and exchange commission logo





                              January 17, 2024

       Stephen Sills
       Chief Executive Officer
       Bowhead Holdings Inc.
       1411 Broadway, Suite 3800
       New York, NY 10018

                                                        Re: Bowhead Holdings
Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted December
21, 2023
                                                            CIK No. 0002002473

       Dear Stephen Sills:

                                                        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.

       Draft Registration Statement on Form S-1

       General

   1.                                                   Please provide us with
supplemental 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 Aisha Adegbuyi at (202) 551-8754 to discuss how to
                                                        submit the materials,
if any, to us for our review.
   2.                                                   We note that press
coverage of Bowhead discusses a number of points of connection with
                                                        your two largest
shareholders that do not appear to have been discussed in the draft
                                                        registration statement.
For instance, we note that trade publications state that "[t]he
                                                        partnership with
American Family is understood . . . [to have] an option for the US insurer
                                                        to buy Bowhead
Specialty." Please tell us whether the reporting is accurate related to any
                                                        purchase options for
American Family or any of your other controlling shareholders. To
                                                        the extent that the
reporting is accurate, please tell us whether these purchase obligations
 Stephen Sills
FirstName  LastNameStephen Sills
Bowhead Holdings  Inc.
Comapany
January 17,NameBowhead
            2024        Holdings Inc.
January
Page 2 17, 2024 Page 2
FirstName LastName
         will remain after the completion of the pre-IPO reorganizations
contemplated in the draft
         registration statement, and make appropriate revisions if necessary.
A Letter From Our Founder and Chief Executive, page vi

3.       In order to present the discussion by Mr. Sills in the appropriate
context, including a
         discussion of Bowhead's business, please move this letter so that it
appears after the
         prospectus summary.
Prospectus Summary, page 1

4.       This document appears to have been written for a reader who is
conversant with the
         insurance business. For instance, we note that you use several
shortened descriptions for
         key concepts related to the markets that you serve, and the products
that you sell. For
         instance, we note that you use the term GL, for general liability, and
FI, for financial
         institutions, without explaining the term or how it might impact your
business and the
         risks of the products you sell. Please revise the prospectus summary
to provide
         appropriate explanations of your business and the terms used, to allow
a reader to
         understand your business, and the more detailed discussions you
present in the risk factors
         and business sections.
Who We Are, page 1

5.       We note your disclosures regarding the domiciles, nature, and licenses
of your subsidiary
         entities. We also note your disclosure regarding your ability to write
business through
         your relationship with AMFIC and its subsidiaries. Please revise your
disclosures to
         explicitly clarify whether your own legal entity licensures and
statuses are sufficient to
         permit you to write business on a standalone basis or whether your
ability to write
         business is predicated on your relationship with AMFIC and its
subsidiaries.
6.       We note your disclosure on page 2 and elsewhere that you originate
business    on the
         paper    of AmFam. Please tell us and revise your disclosures to fully
explain what this
         means. In addition, provide a more fulsome discussion of the
contractual terms and rights
         between you and AmFam under this arrangement, such as fee terms,
whether any
         authority parameters exist, how decisions are made and whether there
is a right of refusal
         or denial by either entity.

Our Business, page 2

7.       We note your disclosure, here and on page 68, regarding gross written
premiums by
         underwriting division and product for the year ended December 31,
2022. Please revise
         your disclosures in an appropriate location to also address any
geographic concentrations
         (such as states) for your policies, as applicable.

8.       We note your disclosures, such as on page 6, that you    go to market
  under the Bowhead
 Stephen Sills
FirstName  LastNameStephen Sills
Bowhead Holdings  Inc.
Comapany
January 17,NameBowhead
            2024        Holdings Inc.
January
Page 3 17, 2024 Page 3
FirstName LastName
         brand. We also note your disclosure, such as on page 9, that you go to
market leveraging
         AmFam   s legal entities, ratings, and licenses through your
agreements with AMFIC.
         Please revise your disclosures, here or elsewhere, to clarify what you
mean in each
         context and to clarify the distinction between the two statements.
9.       We note your disclosures regarding products/solutions offered by your
divisions. Please
         revise your disclosures to clarify, here or elsewhere, as appropriate,
whether any of your
         policies cover physical damage and, if so, quantify the proportion
covering physical
         damage versus liability.
Our Structure, page 9

10.      We note that a trade publication, Program Manager, in an article
posted on October 16,
         2023, indicated that your agreement with American Family runs through
2026. To the
         extent that this reporting is accurate, revise your disclosure to
indicate the current term of
         your agreement. Also, disclose the extent to which negotiations for an
extension have
         occurred, or are ongoing, and whether the extension will be in place
before the IPO. Make
         conforming changes to your risk factor on page 17.
11.      Revise your presentation to show your organizational structure after
the
         reorganization. Ensure that you reflect the ownership interests of
purchasers in
         the offering contemplated by this draft registration statement.
12.      We note that your two main shareholders, Gallatin and American Family,
both have a
         number of other business interests in the insurance business. Please
tell us, with a view
         towards revised disclosure, whether either of your controlling
shareholders have any
         restrictions on their ability to compete with Bowhead in your main
lines of insurance, or
         to offer employment to existing or future key Bowhead employees.
Summary of Risk Factors, page 10

13.      Revise the summary to highlight the most significant risks to
investors in your business.
         We note that the existing summary does not discuss your status as a
controlled company,
         but does include a relatively in-depth discussion of your status as an
emerging growth
         company.
Risk Factors
Inability to maintain our strategic relationship with AmFam would materially
adversely affect
our business., page 17

14.      We note your disclosures that you rely on your strategic partnership
with AmFam and that
         related contractual arrangements may terminate or be terminated under
certain
         circumstances. Please revise your disclosures, here or elsewhere as
appropriate, to provide
         additional detail regarding terminations of these arrangements, such
as but not limited to
         the circumstances in which the contractual arrangements may be
terminated; whether such
         terminations could be initiated by you, AmFam, or either party; and
how much (if any)
 Stephen Sills
FirstName  LastNameStephen Sills
Bowhead Holdings  Inc.
Comapany
January 17,NameBowhead
            2024        Holdings Inc.
January
Page 4 17, 2024 Page 4
FirstName LastName
         advance notice you would receive before termination.
A decline in AmFam's financial strength rating or financial size category may
adversely affect
our financial condition . . ., page 18

15.      We note your disclosure that you do not currently have a standalone
A.M. Best rating for
         BICI and that you leverage AmFam   s A.M. Best rating for certain
lines of business.
         Please revise your disclosures to explain what business, if any, you
would be unable to
         conduct if the contractual relationship with AmFam were terminated,
and to quantify this
         in the context of your overall operations.
Our losses and loss expense reserves may be inadequate..., page 20

16.      We note your disclosure on page 75 that "[you] underwrite business on
both an admitted
         and E&S basis, depending on the specific product and segments that we
target." You go
         on to say on page 78 that you "predominantly write non-admitted
business in the E&S
         market." Revise this risk factor to indicate whether your choice to
primarily write non-
         admitted policies contributes to the uncertainty related to your loss
reserves.
Adverse economic factors, including recession, inflation . . . could result in
the sale of fewer
policies than expected . . ., page 25

17.      We note your disclosure on page 25 that "factors, such as business
revenue, economic
         conditions, the volatility and strength of the capital markets and
inflation can affect the
         business and economic environment." Please update this risk factor to
reflect how recent
         inflationary pressures impacted your operations. In this regard,
identify the types of
         inflationary pressures you are facing and how your business has been
affected.
The insurance business is historically cyclical in nature, which may affect our
financial
performance . . ., page 26

18.      Please clarify in this risk factor, and its subheading, where the
insurance industry currently
         is in terms of its cyclical nature so that investors may assess the
risk. Additionally, please
         clarify which programs and lines of business you believe are impacted
or not significantly
         impacted by the hard and soft market cycles you discussed.
Furthermore, discuss the
         extent to which management believes that you have experienced the key
elements of the
         cycle since you began operations in 2020.
We are subject to extensive regulation, which may adversely affect our ability
to achieve our
business objectives., page 28

19.      We note your disclosure on page 29 and elsewhere (such as the
Risk-Based Capital
         section) that you are subject to certain requirements under a
company-specific stipulation
         and order from the Wisconsin OCI. Please revise your disclosures, here
and elsewhere as
         appropriate, to explain the nature of this company-specific
stipulation and order, such as
         what prompted its issuance; when it was put in place; how long it will
be in place, if
 Stephen Sills
Bowhead Holdings Inc.
January 17, 2024
Page 5
         known; and what other terms within it, if any, restrict or impact your
operations, and how.
We could be adversely affected by the loss of one or more key personnel . . .,
page 30

20.      Revise this risk factor to discuss the extent to which your key
personnel, including those
         representing key lines of business and your claims processing, are
covered by employment
         or non-compete contracts. Revise your discussion in an appropriate
portion of your
         business or management's discussion sections to discuss the extent to
which management
         has a policy to enter into contractual arrangements with key employees
to minimize the
         risk of disruption to your business in the event of a key employee's
departure.
Our management will have broad discretion over the use of the proceeds we
receive in this
offering . . ., page 39

21.      We note your disclosure that "[your] management will have broad
discretion in the
         application of the net proceeds from the sale of shares by [you] in
this offering, including
         for any of the purposes described in the section entitled 'Use of
Proceeds,' and [investors]
         will not have the opportunity as part of [their] investment decision
to assess whether the
         net proceeds are being used appropriately." To the extent that you
have a use in mind for
         the net proceeds, disclose it or clarify what you mean by this
statement to give investors
         the ability to better understand the possible risks.
Our amended and restated certificate of incorporation . . . , page 41

22.      We note your disclosure on page 41 that "[your] amended and restated
certificate of
         incorporation further will provide that, unless [you] consent in
writing to the selection of
         an alternative forum, to the fullest extent permitted by law, the
federal district courts of
         the United States of America will be the exclusive forum for the
resolution of any
         complaint asserting a cause of action arising under the federal
securities laws of the
         United States, including any claims under the Securities Act and the
Exchange
         Act." Please also state that investors cannot waive compliance with
the federal securities
         laws and the rules and regulations thereunder.
Management   s Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Reinsurance, page 58

23.    We note your disclosures on page 59 that your Cyber line of business
uses different quota
       share reinsurance and excess of loss reinsurance treaties from those
used by your other
       lines of business. We also note your disclosure of the Cyber quota share
structure. Please
FirstName LastNameStephen Sills
       revise your disclosures to also discuss the Cyber business   s excess of
loss reinsurance
Comapany    NameBowhead
       treaty arrangements or  Holdings  Inc.if true, that no excess of loss
arrangements are currently
                                 to clarify,
Januaryin17,
          place forPage
             2024   that 5line of business.
FirstName LastName
 Stephen Sills
FirstName  LastNameStephen Sills
Bowhead Holdings  Inc.
Comapany
January 17,NameBowhead
            2024        Holdings Inc.
January
Page 6 17, 2024 Page 6
FirstName LastName
Quantitative and Qualitative Disclosures about Market Risk, page 61

24.      We note that your sensitivity analysis for your interest rate risk
exposure assumes a 100-
         basis point increase/decrease in interest rates. Please tell us how
you determined that 100-
         basis points was an appropriate measurement point for the possible
impact of an increase
         or decrease in interest rates, particularly given the changes in
interest rates experienced in
         the past 12 months.


Business, page 67

25.      We note your risk factor disclosure on page 18, that you are dependent
on a key group of
         brokers to distribute your policies to potential clients. We also note
that you discuss your
         key brokers in Note 12, disclosing your largest relationships on page
F-22. Revise this
         section, or another section, to discuss how you manage your broker
relationships,
         including evaluating possible credit risk and renewal activities of
your current key broker
         partners, as well as efforts to recruit additional brokers.
Competition, page 83

26.      We note your disclosure that "some of [y]our notable competitors
include: American
         International Group, Inc., Arch Capital Group Ltd., AXA S.A., Axis
Capital Holdings
         Ltd., Berkshire Hathaway Corporation, C.V. Starr & Co., Inc., Chubb
Ltd., Cincinnati
         Financial Corporation, CNA Financial Corporation, Liberty Mutual
Insurance Company,
         Nationwide Mutual Insurance Company, The Doctors Company, The
Travelers
         Companies, Inc. and W.R. Berkley Corporation." Please provide the
criteria you used to
         identify these companies as your competitors.
Human Capital, page 83

27.      We note your disclosure that "[a]s of November 30, 2023, [you] had
over 190
         employees." Please tell us, with a view towards revised disclosure,
the reason why you
         cannot be precise about the total number of employees as of November
30, 2023.
Regulation
IRIS Ratios, page 89

28.      We note your disclosure that "[a]s of December 31, 2022, BICI had
results outside the
         normal range in four categories. [Your] results for these ratios are
attributable to the
         significant growth in premiums and low investment yields due to the
current interest rate
         environment. Management does not anticipate regulatory action as a
result of these IRIS
         ratio results." Please disclose exactly what these results were and
revise your risk factors
         section accordingly for investor clarity or advise.
 Stephen Sills
FirstName  LastNameStephen Sills
Bowhead Holdings  Inc.
Comapany
January 17,NameBowhead
            2024        Holdings Inc.
January
Page 7 17, 2024 Page 7
FirstName LastName
Certain Relationships and Related Party Transactions
Director Nomination Agreement, page 97

29.      We note your disclosure that "BIHL will have the right (but not the
obligation) to
         nominate individuals to [your] board of directors. Subject to limited
exceptions, [you] will
         include these nominees in the slate of nominees recommended to our
stockholders for
         election as directors." Please describe what the referenced limited
exceptions are to give
         investors a more detailed understanding of this agreement.
Notes to Consolidated Financial Statements
2. Significant Accounting Policies
o) Share-Based Compensation, page F-11

30.      We note your disclosures, here and in Note 9, regarding Class P
interests granted by
         BIHL, which are accounted for as equity. Please revise your
disclosures to clarify: (i)
         whether the Class P interested are entitled to the profits of BHI,
BIHL or both; (ii) where
         the related expense is booked within your income statement; and (iii)
whether payouts
         result in cash payments or share issuance.
        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 Cara Lubit at 202-551-5909 or Robert Klein at
202-551-3847 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-3419 with any
other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Finance
cc:      Dwight S. Yoo, Esq.
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