James River Group Holdings Ltd美股招股说明书(2025-08-19版)

DOMESTICATION IN DELAWARE James River Group Holdings, Ltd. is an exempted company limited by shares incorporated under thelaws of Bermuda. We are proposing to change our jurisdiction of incorporation by discontinuing fromBermuda and continuing as a corporation incorporated under the laws of the State of Delaware (the“Domestication”). To effect the Domestication, we will, subject to compliance with global regulatoryrequirements, file a certificate of incorporation and a certificate of corporate domestication in Delaware, anda notice of discontinuance with the Bermuda Registrar of Companies, under which we will be domesticatedand continue as a Delaware corporation with the name “James River Group Holdings, Inc.” (we refer to thedomesticated Delaware entity as “James River Delaware”). On the effective date of the Domestication,expected to be on or around November7, 2025, our common shares, par value $0.0002 per share (the“common shares”) (including fractions of common shares, as the case may be), issued and outstandingimmediately prior to the effective time of the Domestication will automatically convert by operation of lawinto an equivalent number of shares of common stock, par value $0.0002 per share (the “common stock”)(or fractions of shares of common stock, as the case may be), of James River Delaware. Under Bermuda lawand our current bye-laws, shareholder approval is not required to effect the Domestication. Shareholdersalso do not have statutory dissenters’ rights of appraisal as a result of the Domestication. We are not asking you for a proxy and you are requested not to send us a proxy. No shareholder action isrequired to effect the Domestication. See “The Domestication — No Vote or Dissenters’ Rights of Appraisal inthe Domestication”. Our common shares are currently listed on the Nasdaq Global Select Market (“Nasdaq”) under thesymbol “JRVR”. We expect to trade the common stock of James River Delaware under the same symbolafter the Domestication. This prospectus incorporates important business and financial information about us from reports we filewith the Securities and Exchange Commission (the “SEC”). This incorporated information is not printed inor attached to this prospectus. We explain how you can find this information in “Where You Can Find MoreInformation”. We urge you to review this prospectus, together with the incorporated information, carefully. Investing in the common stock of James River Delaware involves risks. See “Risk Factors” beginning onpage5of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Anyrepresentation to the contrary is a criminal offense. This prospectus will not be filed with the Bermuda Registrar of Companies. Neither the BermudaMonetary Authority nor the Bermuda Registrar of Companies accepts any responsibility for our financialsoundness or the correctness of any of the statements made or opinions expressed in this prospectus. Prospectus dated August19, 2025. TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1SUMMARY3RISK FACTORS5THE DOMESTICATION8DESCRIPTION OF CAPITAL STOCK12MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DOMESTICATION26ADDITIONAL INFORMATION ABOUT DIRECTORS, EXECUTIVE OFFICERS,COMPENSATION AND CORPORATE GOVERNANCE34SECURITIES ACT RESTRICTIONS ON RESALE OF JAMES RIVER DELAWARE COMMONSTOCK35ACCOUNTING TREATMENT OF THE DOMESTICATION36LEGAL MATTERS37EXPERTS38WHERE YOU CAN FIND MORE INFORMATION39Appendix AA-1Appendix BB-1 No person has been authorized to give any information or any representation concerning us or theDomestication (other than as contained in this prospectus) and, if any such other information orrepresentation is given or made, you should not rely on it as having been authorized by us. You should notassume that the information contained or incorporated by reference in this prospectus is accurate as of anydate other than the date on the front cover of this prospectus or the date of the incorporated document, asapplicable. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Information included and incorporated by reference in this prospectus may contain forward-lookingstatements within the meaning of Section27A of the Securities Act of 1933, as amended (the “SecuritiesAct”) and Section21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Thesestatements may be identified by the fact that they do not relate strictly to historical or current facts. You mayidentify forward-looking statements by the use of words such as “anticipates,” “estimates,” “expects,”“intends,” “plans,” “seeks” 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, allstatements relating to our future financial performance, our busine