On behalf of our client Bowhead Specialty Holdings Inc. (the “Company”), we hereby provide responses to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 21, 2024 (the “Comment Letter”) with respect to the above-referenced Amendment No. 1 to the Draft Registration Statement on Form S-1 confidentially submitted to the Commission on February 5, 2024.

Concurrently with the submission of this letter, the Company is confidentially submitting, through the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”), Amendment No. 2 to the Draft Registration Statement on Form S-1 (the “Amendment No. 2”).

1.We note your responses to prior comments 6 and 14, which indicate that you are still engaged in ongoing negotiations regarding arrangements with AmFam and will provide discussion of new contractual terms in a future filing once agreed upon. However, given that you appear to be operating under current arrangements or terms during the historical financial statement periods presented in the filing, we reissue these comments in part. To the extent that your agreements with AmFam and other parties have not concluded at the time you make a public filing, revise your disclosures to provide a more fulsome discussion of the contractual terms and rights between you and AmFam under your current arrangement and quantify any related financial statement impacts for each period presented. For example, discussion should include, but not be limited to, fee terms, whether any authority parameters exist, how decisions are made, details of any termination provisions, and whether there is a right of refusal or denial by either entity.

2.We note your response to prior comment 10. Based on your response, revise your disclosure to indicate the current term of your agreement with American Family prior to any public filing of this draft registration statement. To the extent that negotiations with American Family have not concluded by that time, revise your disclosure, including in the risk factors to discuss the negotiations with American Family and the possible implications if the parties cannot reach an agreement.

3.We note your response to prior comment 13. Revise the bullet points in this section to better introduce the risk factors you discuss in the main risk factors section. For instance, the final bullet point on page 11 should identify your controlling shareholder, and the key parties that exert influence over that shareholder.

4.We note your response to prior comment 20 and reissue. 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.

5.We note your response to prior comment 12. Revise this risk factor, including its heading, or add a new risk factor to discuss the fact that BIHL's main shareholders often engage in related businesses, and are not restricted in competing with Bowhead.

6.We note your response to prior comment 26. Please revise your disclosure on this page to include the criteria you used to identify these companies as your competitors to give potential investors a more detailed understanding of how you identified the listed companies, or advise.

7.We note your response to prior comment 28. To the extent that you continue to have results outside the normal range as of 2023, please tell us the specific areas that fell outside the normal range, with particular attention to any areas that fell outside the range for both 2022 and 2023. Supplement that response with an explanation of how management chose to discuss Bowhead's risk exposure in its discussion of the business financial condition in discussing its 2023 financial condition.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that in 2023 there were three IRIS ratios that were outside the normal range for the Company’s insurance company subsidiary, Bowhead Insurance Company, Inc. (“BICI”): 1) Change in Net Premiums Written, 2) Surplus Aid to Policyholders’ Surplus and 3) and Gross Change in Policyholders’ Surplus. In 2022, there were three IRIS ratios that were outside the normal range for BICI: 1) Change in Net Premiums Written, 2) Investment Yield and 3) Gross Change in Policyholders’ Surplus. The Company analyzed the risks that NAIC associates with each of

cc:         Christian Windsor, Securities and Exchange Commission