UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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Securities Exchange Act of 1934
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) is being filed by Kestrel Group Ltd, a Bermuda corporation (the “Company”), to amend the Current Report on Form 8-K (the “Prior 8-K”) filed with the Securities and Exchange Commission on May 30, 2025, in connection with the consummation on May 27, 2025 of the series of mergers contemplated by the combination agreement, dated December 29, 2024, by and between Maiden Holdings, Ltd., Kestrel Group LLC, a Delaware limited liability company (“Kestrel”), the equity holders of Kestrel, Ranger Bermuda Topco Ltd, a Bermuda exempted company limited by shares, and the other parties thereto.
The Company is filing this Amendment solely to provide (i) the unaudited condensed consolidated financial statements as of and for the three-month period ended March 31, 2025 and 2024, referred to in Item 9.01(a) below (ii) the historical audited restated consolidated financial statements of Kestrel for the years ended December 31, 2024 and 2023, referred to in Item 9.01(a) below and (iii) and the unaudited pro forma condensed consolidated combined financial statements as of and for the three-month period ended March 31, 2025 and for the year ended December 31, 2024 and the unaudited pro forma condensed consolidated combined financial statements as of and for the year ended December 31, 2024 (As Revised), referred to in Item 9.01(b) below.
Item 2.01. Completion of Acquisition or Disposition of Assets.
This Amendment amends the Prior 8-K to include Item 9.01(a) Financial Statements of Business Acquired and Item 9.01(b) Pro Forma Financial Information, which were not previously filed with the Prior 8-K and are permitted to be filed by amendment no later than 71 days after the date on which the Prior 8-K was required to be filed.
The above description does not purport to be complete and is qualified in its entirety by reference to the combination agreement and other agreements relating to this combination, copies of which were filed as exhibits to the Prior 8-K and are incorporated by reference into this Amendment. The required historical financial statements of Kestrel and the related pro forma financial information are contained herein under Item 9.01 of this Amendment.
Item 9.01 Financial Statement and Exhibits.
| (a) Financial Statements of Business Acquired. |
The unaudited condensed consolidated financial statements as of and for the three-month period ended March 31, 2025 and 2024 and the historical audited restated consolidated financial statements of Kestrel for the years ended December 31, 2024 and 2023, are attached hereto as Exhibit 99.1.
| (b) Pro Forma Financial Information. |
The unaudited pro forma condensed consolidated combined financial statements of as of and for the three-month period ended March 31, 2025 and for the year ended December 31, 2024 and the unaudited pro forma condensed consolidated combined financial statements of as of December 31, 2024 and for the year ended December 31, 2024, giving effect to the combination as if it had occurred on January 1, 2024, are attached hereto as Exhibit 99.2
| (d) Exhibits |
The following exhibits are filed herewith:
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.
| KESTREL GROUP LTD | ||
| By: |
/s/ Bradford Luke Ledbetter | |
| Date: August 15, 2025 | Name: | Bradford Luke Ledbetter |
| Title: | Chief Executive Officer | |