0000874501 FALSE 0000874501 2024-08-01 2024-08-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM |  | 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2024

Ambac Financial Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware |  | 1-10777 |  | 13-3621676
(State of incorporation) |  | (Commission file number) |  | (I.R.S. employer identification no.)

One World Trade Center | New York | NY | 10007
(Address of principal executive offices)

| (212) | 658-7470 |
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common stock, par value $0.01 per share |  | AMBC |  | New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

Emerging growth company | ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. | ☐ |

Explanatory Note
On August 1, 2024 (the "Closing Date"), Ambac Financial Group, Inc. (the “Company”) completed its previously announced acquisition of Beat Capital Partners Limited (“Beat) pursuant to a share purchase agreement (the “Beat Purchase Agreement”), by and among the Company, Cirrata V LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (the “Purchaser”), certain sellers set forth therein (the “Sellers”) and Beat, pursuant to which, and upon the terms and subject to the conditions set forth therein, effective July 31, 2024, the Purchaser purchased from the Sellers approximately 60% of the entire issued share capital of Beat, for total consideration as of the Closing Date of approximately $277.9 million, of which approximately $248.6 million was paid in cash and the remainder was satisfied through the issuance of 2,216,023 shares of Company Common Stock (the “Beat Transaction”). The Company made available the following information.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The audited consolidated financial statements of Beat for the years ended December 31, 2023 and 2022 and the unaudited consolidated financial statements as of and for the three months ended March 31, 2024 and 2023, prepared in accordance with accounting principles, standards and practices generally accepted in the United Kingdom, together with a reconciliation to U.S. GAAP, and the notes related thereto, are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this report and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial information of the Company, which give effect to the Beat Transaction and the previously announced disposition of 100% of the common stock of Ambac Assurance Corporation, include the unaudited pro forma combined balance sheet as of March 31, 2024 and the unaudited pro forma combined statements of operations for the year ended December 31, 2023 and the three months ended March 31, 2024 and the notes related thereto, are filed as Exhibit 99.3 to this report and incorporated herein by reference.
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:
EXHIBIT INDEX

Exhibit |  |
Number |  | Exhibit Description
23.1 |  | Consent of Ernst & Young LLP, Auditors.
99.1 |  | Audited financial statements of Beat Capital Partners Limited as of and for the years ended December 31, 2023 and 2022
99.2 |  | Unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2024 and 2023.
99.3 |  | Unaudited pro forma combined financial information of the Company for the year ended December 31, 2023 and the three months ended March 31, 2024.
101.INS |  | XBRL Instance Document - the instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH |  | XBRL Taxonomy Extension Schema Document.
101.CAL |  | XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB |  | XBRL Taxonomy Extension Label Linkbase Document.
101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF |  | XBRL Taxonomy Extension Definition Linkbase Document.
104 |  | Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags or embedded within the Inline XBRL document

2

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  |  | Ambac Financial Group, Inc.
|  |  | (Registrant)
Dated: | August 2, 2024 |  | By: |  | /s/ Stephen M. Ksenak
|  |  |  |  | Stephen M. Ksenak
|  |  |  |  | Senior Managing Director, General Counsel and Assistant Secretary

3