SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND

AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Atlas Financial Holdings, Inc.

(Name of Issuer)
 

Ordinary Common Shares, par value $0.003 per share

(Title of Class of Securities)
 

G06207115

(CUSIP Number)
 

Joshua S. Horowitz

Palm Management (US) LLC

19 West Elm Street

Greenwich, CT 06830

(203) 302-7000

 

With a copy to:
 

Jurgita Ashley

Thompson Hine LLP

3900 Key Center

127 Public Square

Cleveland, Ohio 44114

(216) 566-5500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

January 24, 2022

(Date of Event Which Requires Filing of this Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. G06207115 13D Page 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

Palm Management (US) LLC

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY  
4

SOURCE OF FUNDS

AF

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

859,482

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

859,482

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

859,482

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

 
14

TYPE OF REPORTING PERSON

OO

 

 

 

 

 

CUSIP No. G06207115 13D Page 3 of 7 Pages

  

1

NAME OF REPORTING PERSON

Palm Global Small Cap Master Fund LP

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY  
4

SOURCE OF FUNDS

WC

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

859,482

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

859,482

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

859,482

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

 
14

TYPE OF REPORTING PERSON

PN

 

 

 

 

 

CUSIP No. G06207115 13D Page 4 of 7 Pages

 

1

NAME OF REPORTING PERSON

Bradley C. Palmer

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY  
4

SOURCE OF FUNDS

None

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

859,482

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

859,482

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

859,482

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.8%

 
14

TYPE OF REPORTING PERSON

IN

 

 

 

 

 

CUSIP No. G06207115 13D Page 5 of 7 Pages

 

1

NAME OF REPORTING PERSON

Joshua S. Horowitz

 
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨
(b) ¨
3 SEC USE ONLY  
4

SOURCE OF FUNDS

PF

 
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

 

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

7

SOLE VOTING POWER

103,000

8

SHARED VOTING POWER

859,482

9

SOLE DISPOSITIVE POWER

103,000

10

SHARED DISPOSITIVE POWER

859,482

 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON

962,482

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

6.5%

 
14

TYPE OF REPORTING PERSON

IN

 

 

 

 

 

CUSIP No. G06207115 13D Page 6 of 7 Pages

 

This Amendment No. 2 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 2”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 9, 2021, as amended (the “Schedule 13D” or this “Statement”). Capitalized terms used but not defined in this Amendment No. 2 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 2, the Schedule 13D remains unchanged.

 

Item 3. Source and Amount of Funds or Other Consideration.

 

The total cost for purchasing the Common Stock reported as directly held by Palm Global, including brokerage commissions, was approximately $438,500. The source of these funds was working capital.

 

The total cost for purchasing the Common Stock reported as directly held by Mr. Horowitz, including brokerage commissions, was approximately $57,849. The source of these funds was personal funds.

 

Item 5. Interest in Securities of the Issuer.

 

(a) The Reporting Persons beneficially own in the aggregate 962,482 shares of Common Stock, which represents approximately 6.5% of the Company’s outstanding shares of Common Stock.

 

Palm Global directly holds the number and percentage of shares of Common Stock disclosed as beneficially owned by it in the applicable table set forth on the cover page to this Statement. Mr. Horowitz directly holds the number and percentage of shares of Common Stock disclosed as solely beneficially owned by him in the applicable table set forth on the cover page to this Statement. None of the other Reporting Persons directly holds any of the shares of Common Stock disclosed in this Statement.

 

Each percentage ownership of shares of Common Stock set forth in this Statement is based on the 14,797,334 shares of Common Stock reported by the Company as outstanding as of November 1, 2021 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2021.

 

(c) Transactions effected by each of the Reporting Persons in the Common Stock since the filing of Amendment No. 1 to the Schedule 13D on December 13, 2021 are set forth on Schedule A to this Statement. Each of these transactions was effected through the open market.

 

 

 

 

CUSIP No. G06207115 13D Page 7 of 7 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.

 

Dated: January 24, 2022

 

PALM MANAGEMENT (US) LLC  
   
/s/ Joshua S. Horowitz  

Joshua S. Horowitz

Portfolio Manager

 
   
PALM GLOBAL SMALL CAP MASTER FUND LP  
   

By Palm Global Small Cap Fund GP Ltd.,

its general partner

 
   
/s/ Joshua S. Horowitz  

Joshua S. Horowitz

Director

 
   
/s/ Bradley C. Palmer  
BRADLEY C. PALMER  
   
/s/ Joshua S. Horowitz  
JOSHUA S. HOROWITZ  

 

 

 

 

Schedule A

 

Transactions in the Common Stock since the filing of Amendment No. 1 to Schedule 13D

on December 13, 2021:

 

Palm Global Small Cap Master Fund LP(1)

 

Transaction Date   Number of Shares Bought
(Sold) 		    Price per Share ($)(2)  
12/16/2021     10,000     $ 0.34  
12/29/2021     1,700     $ 0.39  
12/30/2021     3,000     $ 0.38  
1/20/2022     2,739     $ 0.38  
1/21/2022     100,000     $ 0.478  

 

(1) Amendment No. 1 to the Schedule 13D filed on December 13, 2021, included a typographical error and should have listed 742,043 shares (rather than 724,043 shares) directly held by Palm Global Small Cap Master Fund LP.

(2) On certain days, the price per share reported is the weighted average price. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price.

 

 

 

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