0000874501FALSE00008745012024-10-162024-10-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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): October 16, 2024
Ambac Financial Group, Inc.
(Exact name of Registrant as specified in its charter)

Delaware1-1077713-3621676
(State of incorporation)(Commission
file number)		(I.R.S. employer
identification no.)
One World Trade CenterNew YorkNY10007
(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 classTrading SymbolName of each exchange on which registered
Common stock, par value $0.01 per shareAMBCNew 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.
☐


Item 5.07 Submission of Matters to a Vote of Security Holders
A Special Meeting of Stockholders (the “Special Meeting”) of Ambac Financial Group, Inc. (the “Company”) was held on October 16, 2024 via live webcast. As of the record date, September 3, 2024, 47,440,995 shares of voting common stock were outstanding and eligible to vote at the Special Meeting, and 38,019,302 shares, or approximately 80%`, were present or represented by proxy at the Special Meeting. Set forth below is a brief description of each matter voted upon at the Special Meeting and the results of voting on each such matter. The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 6, 2024 (the “Proxy Statement”).
1.The Company’s stockholders voted to approve the stock purchase agreement, dated June 4, 2024, by and between the Company and American Acorn Corporation (“Buyer”), a Delaware corporation owned by funds managed by Oaktree Capital Management, L.P., providing for the sale by the Company to Buyer of all of the issued and outstanding shares of common stock, par value $2.50 per share, of Ambac Assurance Corporation, a Wisconsin stock insurance company and wholly-owned subsidiary of the Company (the “Sale,” and such proposal, the “Sale Proposal”), as such Sale could be considered to constitute the sale of substantially all of the Company’s property and assets within the meaning of Section 271 of the General Corporation Law of the State of Delaware.
Number of
Votes For
Number of Votes Against
Number of
Votes Abstained
Broker
Non-Votes
36,055,0561,924,03440,212—
2.The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may under certain circumstances, be paid or provided by the Company to its named executive officers in connection with the Sale.
Number of
Votes For
Number of
Votes Against
Number of
Votes Abstained
Broker
Non-Votes
33,992,2303,751,107275,965—
3.The Company’s stockholders approved the adjournment of the Special Meeting, if necessary or appropriate, in order to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Sale Proposal.
Number of
Votes For
Number of
Votes Against
Number of
Votes Abstained
Broker
Non-Votes
34,585,8933,366,54166,868—

EXHIBIT INDEX
Exhibit
NumberExhibit Description
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
1

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:October 16, 2024By:
/s/ William J. White
William J. White
First Vice President, Secretary and Assistant General Counsel
2
v3.24.3
Cover Document
Oct. 16, 2024
Entity Information [Line Items]  
Entity Central Index Key 0000874501
Entity Emerging Growth Company false
Title of 12(b) Security Common stock, par value $0.01 per share
Written Communications false
City Area Code (212)
Entity Address, Address Line One One World Trade Center
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Incorporation, State or Country Code DE
Entity Registrant Name Ambac Financial Group, Inc.
Document Period End Date Oct. 16, 2024
Document Type 8-K
Entity File Number 1-10777
Entity Tax Identification Number 13-3621676
Entity Address, Postal Zip Code 10007
Local Phone Number 658-7470
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Trading Symbol AMBC
Security Exchange Name NYSE
Amendment Flag false
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