As filed with the Securities and Exchange Commission onJanuary17, 2020

Registration No.333-235427

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

Amendment No.1
to

FormF-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________

International General Insurance Holdings Ltd.
(Exact Name of Registrant as Specified in Its Charter)

_______________________

Bermuda	6399	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

74 Abdel Hamid Sharaf Street, P.O. Box 941428, Amman 11194, Jordan+962 6 562 2009
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Puglisi& Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(302) 738-6680(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

Copies to:

Stuart Neuhauser, Esq.
Douglas Ellenoff, Esq.
Jeffrey W. Rubin, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
NewYork, NewYork 10105-0302
(212) 370-1300 Michael Hilton, Esq.
Freshfields Bruckhaus Deringer LLP
Al Fattan Currency House
Tower 2, 20th floor
PO Box 506 569
Dubai, United Arab Emirates
+971 4 5099 100 Michael Levitt, Esq.
Omar Pringle, Esq.
Freshfields Bruckhaus Deringer US LLP
601 Lexington Avenue
NewYork, NY 10022
(212) 277-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the business combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.

If this form is filed to register additional securities for an offering pursuant to Rule462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule14d-1(d) (Cross-Border Third-party Tender Offer) £

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule405 of the Securities Act of 1933.

Emerging growth company S

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 Section7(a)(2)(B) of the Securities Act. £

____________

†        The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April5, 2012.

CALCULATION OF REGISTRATION FEE

Title of each Class of Security to be registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(2)		Proposed Maximum Aggregate Offering Price(2)			Amount of Registration Fee
Common shares(3)(6)	29,458,755	$	10.40	$	306,371,052		$	39,766.97
Warrants(4)(6)	23,250,000	$	1.17	$	27,202,500		$	3,530.89
Common shares issuable on exercise of Warrants(5)(6)	23,250,000	$	11.50		—	​(7)		—
Total	75,958,755						$	43,297.86	​(8)

____________

(1)      All securities being registered will be issued by International General Insurance Holdings Ltd., a Bermuda exempted company (“Pubco”). In connection with the business combination described in the enclosed proxy statement/prospectus, (a)Tiberius Acquisition Corporation, a publicly traded Delaware corporation (“Tiberius”) will merge with and into Tiberius Merger Sub, Inc., a newly formed subsidiary of Pubco, and all of the outstanding common stock and warrants of Tiberius will be converted into the right to receive securities of Pubco, and (b)the existing shareholders of International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Center (“IGI”), will exchange 99% or more of the outstanding share capital of IGI for a combination of common shares of Pubco and aggregate cash consideration of $80.0million.

(2)      Based on the market prices on December5, 2019 of the common stock and warrants of Tiberius (the company to which the registrant will succeed after the transactions described in this registration statement and the enclosed proxy statement/prospectus).

(3)      Consists of (i) 21,562,500 common shares issuable in exchange for outstanding shares of common stock, par value $0.0001 per share, of Tiberius, including shares of common stock included in outstanding units of Tiberius, each unit consisting of one share of common stock and one warrant to purchase one share of common stock at an exercise price of $11.50 per share, and shares of common stock purchased by the founders of Tiberius (“Founders”), (ii)up to 4,275,667 common shares issuable in exchange for outstanding shares of Tiberius Common Stock to be issued in private placement transactions to be consummated immediately prior to the business combination, (iii)up to 720,588 common shares issuable in exchange for outstanding shares of Tiberius Common Stock which may be issued pursuant to a certain amendment to the underwriting agreement by and between Tiberius and Cantor Fitzgerald& Co. and (iv) 2,900,000 common shares issuable in exchange for outstanding shares of Tiberius Common Stock to be issued pursuant to certain forward purchase contracts. Upon the consummation of the business combination described in this registration statement and the enclosed proxy statement/prospectus, all units will be separated into their component securities.

(4)      Consists of warrants issuable in exchange for outstanding warrants of Tiberius, including warrants included in outstanding units of Tiberius and warrants purchased by the Founders. Also includes warrants issuable under a forward purchase commitment.

(5)      Consists of common shares issuable upon exercise of warrants. Each warrant will entitle the warrant holder to purchase one common share at a price of $11.50 per share (subject to adjustment).

(6)      Pursuant to Rule416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(7)      No separate registration fee required pursuant to Rule457(g) under the Securities Act of 1933, as amended.

(8)      Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section8(a), may determine.

PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED JANUARY 17, 2020

TIBERIUS ACQUISITION CORPORATION
3601 N Interstate 10 Service Rd W
Metairie, LA 70002

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON                 , 2020

TO THE STOCKHOLDERS OF TIBERIUS ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), will be held at 10:00 a.m. eastern time, on             , 2020, at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, NewYork, NY 10105. You are cordially invited to attend the special meeting, which will be held for the following purposes:

1)      to consider and vote upon a proposal to approve the Business Combination Agreement, dated as of October10, 2019 (the “Business Combination Agreement”), by and among Tiberius, Lagniappe Ventures LLC (solely in the capacity as the Purchaser Representative) (“ Purchaser Representative”), International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Center (“IGI”) and Wasef Jabsheh (solely in the capacity as the representative of holders of IGI’s outstanding capital shares that execute and deliver an exchange agreement (the “Sellers”)), and pursuant to a joinder thereto, International General Insurance Holdings Ltd., a Bermuda exempted company (“Pubco”), and Tiberius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”), which, among other things, provides for (a)the merger of Tiberius with and into Merger Sub, with Tiberius surviving the merger and the security holders of Tiberius becoming security holders of Pubco, which will become a new public company, (b)the exchange of all or substantially all of the outstanding share capital of IGI by the shareholders of IGI for a combination of common shares of Pubco and aggregate cash consideration of $80.0million and (c)the adoption of the amended and restated bye-laws of Pubco (the “Amended and Restated Pubco Bye-laws”), and to approve the transactions contemplated by such agreement— we refer to this proposal as the “Business Combination Proposal” and a copy of the Business Combination Agreement and a copy of the form of Amended and Restated Pubco Bye-laws are attached to the accompanying proxy statement/prospectus as AnnexA and AnnexB, respectively;

2)      to consider and vote upon a proposal to approve the adoption of the 2020 Omnibus Incentive Plan of Pubco— we refer to this proposal as the “Incentive Compensation Plan Proposal” and a copy of the form of the plan is attached to the accompanying proxy statement/prospectus as AnnexC;

3)      to approve, for purposes of complying with applicable NASDAQ Stock Market LLC (“NASDAQ”) listing rules, the issuance of more than 20% of Tiberius’s issued and outstanding shares of common stock, par value $0.0001 per share (“Tiberius Common Stock”), in financing transactions in connection with the proposed business combination (the “Business Combination”)— we refer to this proposal as the “Share Issuance Proposal”; and

4)      to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Tiberius is not authorized to consummate the Business Combination— we refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Tiberius Common Stock at the close of business on             , 2020 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

After careful consideration, Tiberius’s board of directors has determined that the Business Combination Proposal, the Incentive Compensation Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal are fair to and in the best interests of Tiberius and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Incentive Compensation Plan Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal, if presented.

Under the Business Combination Agreement, approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. If the Business Combination Proposal is not approved by Tiberius’s stockholders, the Business Combination will not be consummated. The approval of the Business Combination Proposal is a condition to the submission of the other proposals included herein (except the Adjournment Proposal) for stockholder approval. In addition, the approval of each of the Incentive Compensation Plan Proposal and the Share Issuance Proposal is a condition to the consummation of the Business Combination. If either of the Incentive Compensation Plan Proposal and the Share Issuance Proposal is not approved, the Business Combination would not be consummated.

All Tiberius stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Tiberius Common Stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the Business Combination Proposal, but will have no effect on the other proposals.

A complete list of Tiberius stockholders of record entitled to vote at the special meeting will be available for ten (10) days before the special meeting at the principal executive offices of Tiberius for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

By Order of the Board of Directors

_____________________

Michael Gray

Executive Chairman

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS, AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES REDEEMED FOR CASH. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL AND DEMAND THAT TIBERIUS REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON             , 2020 (TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING) BY (A)CHECKING THE BOX ON THE PROXY CARD, (B)DELIVERING A CONVERSION NOTICE TO TIBERIUS’S TRANSFER AGENT AND (C)TENDERING YOUR STOCK TO TIBERIUS’S TRANSFER AGENT. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. AS LONG AS YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL, YOU MAY VOTE EITHER FOR OR AGAINST SUCH PROPOSAL WITHOUT AFFECTING YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF TIBERIUS STOCKHOLDERS— REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated             , 2020 and is first being mailed to Tiberius Acquisition Corporation stockholders on or about             , 2020.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions is effective.

SUBJECT TO COMPLETION, DATED JANUARY 17, 2020
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF

TIBERIUS ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 29,458,755 COMMON SHARES, 23,250,000 WARRANTS, AND
23,250,000 COMMON SHARES ISSUABLE UPON EXERCISE OF WARRANTS OF
INTERNATIONAL GENERAL INSURANCE HOLDINGS LTD.

The board of directors of Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”) has unanimously approved the Business Combination Agreement, dated as of October10, 2019 (the “Business Combination Agreement”), by and among Tiberius, Lagniappe Ventures LLC, a Delaware limited liability company (solely in the capacity as the Purchaser Representative) (the “Purchaser Representative”), International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Center (“IGI”), Wasef Jabsheh (solely in the capacity as the representative of the holders of IGI’s outstanding capital shares that have executed and delivered an exchange agreement (the “Sellers”)) (the “Seller Representative”), and, pursuant to a joinder thereto, International General Insurance Holdings Ltd., a Bermuda exempted company (“Pubco”) and Tiberius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”). Among other things, the Business Combination Agreement provides for (i)the merger of Tiberius with and into Merger Sub, with Tiberius surviving the merger and the security holders of Tiberius becoming security holders of Pubco, (ii)the exchange of all or substantially all of the outstanding share capital of IGI by the shareholders of IGI for a combination of common shares of Pubco and aggregate cash consideration of $80.0million (the “Business Combination”) and (iii)the adoption of Pubco’s amended and restated bye-laws (the “Amended and Restated Pubco Bye-laws”). As a result of and upon consummation of the Business Combination, each of Tiberius and IGI will become a subsidiary of Pubco as described in this proxy statement/prospectus and Pubco will become a new public company owned by the prior stockholders of Tiberius and the prior shareholders of IGI.

Pursuant to the Business Combination Agreement, upon the consummation of the Business Combination (i)each outstanding share of common stock of Tiberius, par value $0.0001 per share (“Tiberius Common Stock”), will be converted into the right to receive one common share of Pubco, (ii)each outstanding warrant of Tiberius will be converted into one warrant of Pubco that entitles the holder thereof to purchase one common share of Pubco in lieu of one share of Tiberius Common Stock, and (iii)each outstanding unit of Tiberius shall be automatically detached and the holder thereof will receive one common share of Pubco and one warrant of Pubco that entitles the holder thereof to purchase one common share of Pubco. Accordingly, this prospectus covers the issuance by Pubco of an aggregate of 29,458,755 common shares, 23,250,000 warrants and 23,250,000 common shares issuable upon the exercise of warrants. Concurrent with the offering of the foregoing Pubco securities, Pubco will issue an aggregate of approximately 28,372,900 of its common shares (calculated based on assumptions set forth below) to holders of IGI who have executed a share exchange agreement in reliance upon the exemption from registration under Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

As a result of the Business Combination, Pubco will become a new public company and each of Tiberius and IGI will become a subsidiary of Pubco. The former security holders of Tiberius and the former security holders of IGI who have executed a share exchange agreement will become security holders of Pubco. As a result of the Business Combination, assuming that no stockholders of Tiberius elect to redeem their public shares for cash in connection therewith as permitted by Tiberius’s amended and restated certificate of incorporation, assuming that 100% of IGI’s shareholders execute Share Exchange Agreements and participate in the Business Combination, and based on the total consolidated book value of IGI and its subsidiaries and IGI’s out-of-pocket transaction expenses as of June30, 2019 and the redemption price of Tiberius Common Stock at the anticipated time of consummation of the Business Combination, the Sellers will own approximately 54% of the common shares of Pubco to be issued and outstanding immediately after the Business Combination and the former Tiberius stockholders will own approximately 46% of Pubco’s issued and outstanding common shares. Such numbers also include the Pubco common shares to be held in an escrow account to be used as the sole source of remedy available to Pubco for any post-closing negative adjustment to the consideration paid to the Sellers pursuant to the Business Combination Agreement. If 14,397,300 Tiberius public shares are redeemed (the maximum number of Tiberius public shares that can be redeemed, such that at least $5,000,001 is available from the trust account after giving effect to payments that Tiberius would be required to make

to redeem shareholders for cash, which meets the net tangible assets requirement in order to consummate the Business Combination, and such that the Minimum Cash Condition under the Business Combination Agreement is met) such percentages will be approximately 71% and 29%, respectively.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of stockholders of Tiberius scheduled to be held on             , 2020.

Tiberius’s units, common stock and warrants are currently listed on the Nasdaq Capital Market under the symbols “TIBRU,” “TIBR,” and “TIBRW,” respectively. Pubco will apply for listing, to be effective at the time of the Business Combination, of its common shares and warrants on the Nasdaq Capital Market under the proposed symbols IGIC and IGICW, respectively. There is no assurance that Pubco will be able to satisfy Nasdaq listing criteria necessary for listing or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.

Each of Tiberius and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting of Tiberius’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 35 of this proxy statement/prospectus for a discussion of information that should be considered before voting on the proposed Business Combination and each of the other matters to be presented at the Special Meeting.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission, any state securities commission or any regulatory authority in Bermuda passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated             , 2020, and is first being mailed to Tiberius security holders on or about             , 2020.

TABLE OF CONTENTS

	Page
About this Proxy Statement/Prospectus	1
Important Information About IFRS and Non-IFRS Financial Measures	1
Industry and Market Data	1
Notice to Investors in Bermuda	1
Frequently Used Terms	2
Summary of the Material Terms of the Business Combination	6
Questions and Answers about the Proposals	9
Summary of the Proxy Statement/Prospectus	19
Selected Historical Financial Information	28
Selected Unaudited Pro Forma Condensed Financial Information	32
Risk Factors	35
Forward-Looking Statements	85
Special Meeting of Tiberius Stockholders	86
The Business Combination Proposal	90
Unaudited Pro Forma Combined Financial Statements	145
The Incentive Compensation Plan Proposal	154
The Share Issuance Proposal	157
The Adjournment Proposal	158
Information Related to Pubco	159
Other Information Related to Tiberius	160
Tiberius’s Management’s Discussion and Analysis of Financial Condition and Results of Operations	171
Industry Overview	176
Business of IGI	178
Selected Financial Information of IGI	207
IGI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations	211
Management of Pubco Following the Business Combination	266
Beneficial Ownership of Securities	269
Executive Compensation	275
Certain Relationships and Related Person Transactions	277
Description of Pubco Securities	284
Appraisal Rights	295
Stockholder Proposals	295
Other Stockholder Communications	295
Experts	295
Enforcement of Civil Liabilities	296
Delivery of Documents to Stockholders	296
Where You Can Find More Information	296
Index to Financial Statements	F-1

ANNEXES

i

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on FormF-4 filed with the U.S. Securities and Exchange Commission, or SEC, by International General Insurance Holdings Ltd. (File No.333-235427), constitutes a prospectus of Pubco under Section5 of the Securities Act, with respect to the Pubco common shares to be issued to Tiberius stockholders, the warrants to acquire Pubco common shares to be issued to Tiberius warrant holders and the Pubco common shares underlying such warrants, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section14(a) of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, with respect to the special meeting of Tiberius stockholders at which Tiberius stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters (such special meeting, the “Special Meeting”).

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

IGI’s financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and referred to in this proxy statement/prospectus as “IFRS.” IGI refers in various places within this proxy statement/prospectus to net operating income, net operating return on average equity, and tangible book value per diluted common share and accumulated dividends, which are non-IFRS measures that are more fully explained in “IGI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for IGI’s consolidated financial results prepared in accordance with IFRS.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, IGI relies on and refers to industry data, information and statistics regarding the markets in which it competes from research as well as from publicly available information, industry and general publications and research and studies conducted by third parties. IGI has supplemented this information where necessary with its own internal estimates, considering publicly available information about other industry participants and IGI management’s best view as to information that is not publicly available. This information appears in “IGI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview,” “Business of IGI” and other sections of this proxy statement/prospectus. We have taken such care as we consider reasonable in the extraction and reproduction of information from such data from third party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

NOTICE TO INVESTORS IN BERMUDA

Securities may be offered or sold in Bermuda only in compliance with the provisions of the Investment Business Act 2003 of Bermuda (as amended), the Exchange Control Act 1972 of Bermuda and related regulations, and the Companies Act 1981 of Bermuda. Additionally, non–Bermudian persons may not carry on or engage in any trade or business in Bermuda unless such persons are authorised to do so under applicable Bermuda legislation. Engaging in the activity of offering or marketing securities in Bermuda to persons in Bermuda may be deemed to be carrying on business in Bermuda.

1

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms the “Company” and “IGI” refer to International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Center, and their consolidated subsidiaries, and the term “Tiberius” refers to Tiberius Acquisition Corporation, a Delaware corporation. “Pubco” refers to International General Insurance Holdings Ltd., a newly incorporated Bermuda exempted company.

In this document:

“2020 Plan” means the 2020 Omnibus Incentive Plan of Pubco.

“Adjournment Proposal” means a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal.

“Amended and Restated Pubco Bye-laws” means the amended and restated bye-laws of Pubco adopted by the shareholders and board of directors of Pubco in the form agreed upon by Tiberius and IGI prior to Closing.

“Backstop Investors” means Michael Gray, Andrew Poole and their related company the Gray Insurance Company with whom Tiberius entered into Backstop Subscription Agreements.

“Backstop Subscription Agreements” means the subscription agreements entered into by Tiberius on October10, 2019 with the Backstop Investors, pursuant to which Tiberius agreed to issue and sell to the Backstop Investors up to an aggregate of $20,000,000 of Tiberius Common Stock at $10.20 per share immediately prior to, and subject to, the Closing.

“Backstop Financing” means the potential issuance and sale of up to $20million of shares of Tiberius Common Stock in a private placement to certain officers of Tiberius and their related company, the Gray Insurance Company, pursuant to the Backstop Subscription Agreements.

“Book Value” means the total consolidated book equity value of IGI and its subsidiaries as of the most recent month end of IGI prior to the Closing.

“BMA” means the Bermuda Monetary Authority.

“broker non-vote” means the failure of a Tiberius stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Agreement” means the Business Combination Agreement, dated as of October10, 2019, as it may be amended, by and among Tiberius, IGI, the Purchaser Representative, the Seller Representative and, pursuant to a joinder thereto, Pubco and Merger Sub.

“Business Combination” or “Transactions” means the Merger, the Share Exchange and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the transactions contemplated thereby.

“Cash Consideration” means an aggregate of $80.0million to be paid to the Sellers in connection with the Share Exchange.

“Church” or “anchor investor” means Church Mutual Insurance Company, the anchor investor with whom Tiberius entered into forward purchase contracts at the time of its IPO.

“Church Forward Purchase Contract” means the Forward Purchase Contract, between Tiberius and Church, dated November9, 2017.

“Closing” means the closing of the Business Combination.

“co-anchor investors” means Fayez Sarofim, Imua T Capital Investments, LLC and Peter Wade, investors with whom Tiberius entered into forward purchase contracts at the time of its IPO.

2

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act of 1981 of Bermuda, as amended.

“DGCL” means the Delaware General Corporation Law.

“Equity Consideration” means common shares of Pubco to be issued to the Sellers equal in value to the Transaction Consideration minus the Cash Consideration.

“Escrow Agent” means Continental Stock Transfer & Trust Company or such other escrow agent reasonably acceptable to Tiberius and IGI designated as escrow agent for the Escrow Shares.

“Escrow Agreement” means the escrow agreement for the Escrow Shares among Pubco, the Purchaser Representative, the Seller Representative and the Escrow Agent, in form and substance consistent with the Business Combination Agreement and otherwise reasonably acceptable to the parties.

“Escrow Shares” means the Pubco common shares otherwise issuable to the Sellers at the Closing equal to 2.5% of the Transaction Consideration to be set aside in escrow and delivered to the Escrow Agent at the Closing, with such Escrow Shares, and any dividends, distributions or other earnings thereon, to be used as the sole source of remedy available to Pubco for any post-closing Transaction Consideration negative adjustments.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“forward purchase contracts” means agreements providing for the sale of Tiberius securities to the anchor or co-anchor investors in private placements to occur concurrently with the closing of the Business Combination.

“Founder Shares” means shares of Tiberius Common Stock initially purchased by the Sponsor in a private placement prior to the IPO, 4,312,500 of which are currently outstanding.

“Founders Registration Rights Agreement” means the registration rights agreement, dated March15, 2018, by and among Tiberius, the Sponsor and the other Holders named therein.

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”).

“Incentive Compensation Plan Proposal” refer to the proposal to approve the adoption of the 2020 Plan.

“Insurance Act” means the Insurance Act of 1978 of Bermuda, as amended, and related rules and regulations.

“Interim Period” means the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms.

“IPO” means the initial public offering of units of Tiberius consummated on March20, 2018.

“IRS” means the Internal Revenue Service of the UnitedStates.

“Jabsheh Director” means a director appointed by Wasef Jabsheh in accordance with the Amended and Restated Pubco Bye-laws.

“Jabsheh Family” means members of Wasef Jabsheh’s immediate family and/or natural lineal descendants of Wasef Jabsheh or a trust or other similar entity established for the exclusive benefit of Wasef Jabsheh and his immediate family and natural lineal descendants.

“Labuan Branch” means the Labuan Branch of International General Insurance Company Limited.

“Lock-up Agreements” mean the Lock-up Agreements between the Purchaser Representative and each of Wasef Jabsheh, Argo Re Limited and Oman International Development & Investment Company SAOG, dated October10, 2019, to which Pubco became a party after the date thereof by executing and delivering a joinder thereto.

“Merger” means the merger of Tiberius with and into Merger Sub, with Tiberius surviving such merger. Pursuant to the Merger, prior security holders of Tiberius will receive securities of Pubco, and Tiberius will become a wholly owned subsidiary of Pubco.

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“Merger Sub” means Tiberius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco.

“Minimum Cash Condition” means the minimum of $100,000,000 in cash and cash equivalents, including funds in the Trust Account and from any equity financing, that Tiberius must have after giving effect to the Redemption, but prior to the payment of any expenses or other liabilities, as a condition to closing the Business Combination.

“NASDAQ” means the NASDAQ Stock Market LLC.

“Non-Competition Agreement” means the Non-Competition and Non-Solicitation Agreement, dated October10, 2019, among Wasef Jabsheh, Tiberius and, pursuant to a joinder thereto, Pubco.

“PIPE Financing” means the expected issuance and sale of $23.6million of shares of Tiberius Common Stock in a private placement to the PIPE Investors pursuant to the Subscription Agreements.

“PIPE Investors” means the accredited investors, including Weiss Multi-Strategy Advisors, LLC and Interval Partners, LP, who entered into the Subscription Agreements with Tiberius for the PIPE Financing.

“Prospectus” means the prospectus included in the Registration Statement on FormF-4 (Registration No.333-235427) filed with the U.S. Securities and Exchange Commission.

“Pubco” means International General Insurance Holdings Ltd., a Bermuda exempted company.

“public shares” means shares of Tiberius Common Stock issued as part of the units sold in the IPO.

“public stockholders” means the holders of public shares, including the Tiberius Initial Stockholders and members of the Tiberius management team, provided that each initial stockholder’s and member of Tiberius’s management team’s status as a “public stockholder” shall only exist with respect to such public shares.

“public warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one share of Tiberius Common Stock, in accordance with its terms.

“Purchased Shares” means the issued and outstanding capital shares of IGI acquired by Pubco from the Sellers in connection with the Business Combination.

“Purchaser Representative” means Lagniappe Ventures LLC, a Delaware limited liability company.

“Redemption” means the right of the holders of Tiberius Common Stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Redemption Price” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account in accordance with the amended and restated certificate of incorporation of Tiberius (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing). The redemption price will be calculated two days prior to the completion of the Business Combination in accordance with the amended and restated certificate of incorporation of Tiberius, as currently in effect.

“Registration Rights Agreement” means the registration rights agreement in substantially the form attached as an exhibit to the Business Combination Agreement.

“Related Agreements” means certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, including the Share Exchange Agreements, the Non-Competition Agreement, the Lock-up Agreements, the Sponsor Share Letter, the Registration Rights Agreement and the Founders Registration Rights Agreement Amendment.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Sellers” means the shareholders of IGI who are parties to Share Exchange Agreements.

“Seller Representative” means Wasef Jabsheh, who has executed the Business Combination Agreement in the capacity as the representative of the Sellers.

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“Share Exchange” means the exchange of all or substantially all of the share capital of IGI for a combination of common shares of Pubco and aggregate cash consideration of $80.0million.

“Share Exchange Agreements” means the Share Exchange Agreements, dated October10, 2019 or otherwise prior to the Closing, by and among the holders of all or substantially all of the outstanding share capital of IGI, Tiberius and the Seller Representative and, pursuant to a joinder thereto, Pubco.

“Share Issuance Proposal” means a proposal to approve, for purposes of complying with applicable NASDAQ listing rules, the issuance of more than 20% of the issued and outstanding shares of Tiberius Common Stock in financing transactions in connection with the Business Combination.

“Special Meeting” means the special meeting of the stockholders of Tiberius, to be held on             , 2020 at 10 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11th Floor, NewYork, NewYork 10105.

“Sponsor” means Lagniappe Ventures LLC, a Delaware limited liability company.

“Sponsor Share Letter” means the letter agreement between the Sponsor, Tiberius, IGI, Wasef Jabsheh and Argo Re Limited, dated October10, 2019, to which Pubco became a party after the date thereof by executing and delivering a joinder thereto.

“Subscription Agreements” means the Subscription Agreements, dated October10, 2019, entered into between Tiberius and each of the PIPE Investors for the PIPE Financing.

“Tiberius” means Tiberius Acquisition Corporation, a Delaware corporation.

“Tiberius Common Stock” means shares of common stock of Tiberius, par value $0.0001 per share.

“Tiberius Initial Stockholders” means holders of Founder Shares prior to the IPO, including the Sponsor and certain directors of Tiberius.

“Transaction Consideration” means the total consideration to be paid by Pubco to the Sellers for the Purchased Shares, consisting of Cash Consideration and Equity Consideration.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of warrants to the Sponsor in a private placement.

“Underwriting Agreement” means the Underwriting Agreement, dated as of March15, 2018, between Tiberius, Cantor Fitzgerald & Co. and the other underwriters named therein.

“units” means units issued in the IPO, each consisting of one share of Tiberius Common Stock and one warrant of Tiberius to purchase one share of Tiberius Common Stock.

“$” means the currency in dollars of the UnitedStates of America.

“U.S. GAAP” means UnitedStates generally accepted accounting principles.

“Waiver Agreement” means the waiver agreement, dated October10, 2019, between Tiberius and Weiss Multi-Strategy Advisers LLC.

“Warrant Purchase Agreement” means the Warrant Purchase Agreement, dated October10, 2019, between Tiberius and Church Mutual Insurance Company.

“warrant” means a warrant to purchase one share of Tiberius Common Stock at a price of $11.50 per share.

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

The parties to the Business Combination Agreement are Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Center (“IGI”), Lagniappe Ventures LLC (in its capacity as the Purchaser Representative thereunder) (the “Purchaser Representative”), Wasef Jabsheh (in his capacity as the representative of holders of IGI’s outstanding capital shares that have executed and delivered an exchange agreement (the “Sellers”)) (the “Seller Representative”), and, pursuant to a joinder thereto, International General Insurance Holdings Ltd., a newly incorporated Bermuda exempted company (“Pubco”), and Tiberius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco (“Merger Sub”).

Pursuant to the Business Combination Agreement, (1)Tiberius will merge with and into Merger Sub, with Tiberius surviving the merger and each of the former security holders of Tiberius receiving securities of Pubco (the “Merger”) and (2)all or substantially all of the outstanding share capital of IGI will be exchanged by the Sellers for a combination of common shares of Pubco and aggregate cash consideration of $80.0million (the “Share Exchange” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). See “The Business Combination Proposal.”

IGI is a highly-rated global provider of specialty insurance and reinsurance solutions with exposures in over 200 countries and territories. IGI underwrites a diversified portfolio of specialty risks including energy, property, construction and engineering, ports and terminals, general aviation, political violence, casualty, financial institutions, marine liability and treaty reinsurance. IGI commenced operations in 2002 and has prudently grown its business with a focus on underwriting profitability and risk-adjusted shareholder returns as measured by total value creation over time. IGI is registered in the Dubai International Financial Center and has operations in Bermuda, London, Amman, Labuan and Casablanca. See the section entitled “Business of IGI.”

Under the Business Combination Agreement, upon the consummation of the Merger, each share of Tiberius Common Stock, including those contained in units of Tiberius, will be exchanged for one common share of Pubco, except that holders, or “public stockholders,” of shares of Tiberius Common Stock sold in its initial public offering, or “public shares,” shall be entitled to elect instead to receive a pro rata portion of Tiberius’s trust account that holds substantially all of the proceeds of the IPO and the concurrent sale of the private placement warrants (the “Trust Account”), as provided in Tiberius’s constitutional documents. Additionally, each outstanding Tiberius warrant will be exchanged for one warrant of Pubco, which will entitle the holder to purchase one common share of Pubco in lieu of one share of Tiberius Common Stock.

Under the Business Combination Agreement, upon consummation of the Share Exchange, the holders of IGI’s common shares (the “Sellers”) to be acquired by Pubco (“Purchased Shares”) will be entitled to receive a combination of cash and common shares of Pubco. The total consideration to be paid by Pubco to the Sellers will be equal to (i)the sum of (the “Adjusted Book Value”) (A)the total consolidated book equity value of IGI and its subsidiaries as of the most recent month end of IGI prior to the Closing (the “Book Value”), plus (B)the amount of IGI’s out-of-pocket transaction expenses which reduced the Book Value from what it would have been if such expenses had not been incurred, multiplied by (ii) 1.22, and multiplied by (iii)a fraction equal to (A)the total number of Purchased Shares divided by (B)the total number of issued and outstanding IGI common shares as of the closing of the Business Combination. Based on IGI’s actual book value as of June30, 2019, and assuming that all of IGI’s shareholders execute Share Exchange Agreements, the total Transaction Consideration due to Sellers would be approximately $376.5million.

$80.0million of the consideration will be paid in cash (the “Cash Consideration”), with each Purchased Share acquired for cash paid based on a value equal to two times Adjusted Book Value per share. The Purchased Shares paid with the Cash Consideration will be allocated among the Sellers based on an agreed upon formula, with Wasef Jabsheh receiving $65.0million of the Cash Consideration, Mr.Jabsheh’s family members receiving no cash consideration and the remaining Sellers receiving the remaining $15.0million pro rata based on the number of Purchased Shares owned by each such remaining Seller. The remaining Transaction Consideration will be paid by Pubco to the Sellers by delivery of newly issued common shares of Pubco equal in value to the total Transaction Consideration less $80.0million of Cash Consideration (the “Exchange Shares”), with each Exchange Share valued at the price per share (the “Redemption Price”) at which each share of Tiberius Common Stock is redeemed pursuant to the Redemption by Tiberius of shares held by its public stockholders in connection with the Business Combination, as required by

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its amended and restated certificate of incorporation and Tiberius’s initial public offering prospectus. The shares of Pubco to be issued to the Sellers will be allocated among the Sellers on a pro rata basis based on the total number of Purchased Shares held by them after deducting the number of Purchased Shares paid for with the Cash Consideration.

Using the consolidated book value of IGI and its subsidiaries as of June30, 2019, a Redemption Price of approximately $10.45 per share (estimated as of March15, 2020, the anticipated closing date), and assuming that all shareholders of IGI execute exchange agreements, approximately 28,372,900 common shares of Pubco would be issued to the Sellers; provided, that a number of Pubco common shares equal to 2.5% of the total Transaction Consideration will be issued in the name of the Sellers but will be set aside in escrow (the “Escrow Shares”) at the Closing to be used, along with any dividends, distributions or other earnings thereon, as the sole source of remedy available to Pubco for any post-closing negative adjustments to the total Transaction Consideration. The Transaction Consideration is determined at the Closing based on an estimate of (i)the sum of (A)total consolidated book equity value of IGI and its subsidiaries as of the most recent month end of IGI prior to the Closing (the “Book Value”), plus (B)the IGI transaction expenses that reduced Book Value, multiplied by (ii) 1.22, and multiplied by (iii)the percentage of IGI shareholders that agree to exchange their shares. An estimate is required since the full financial statements for the most recent month end prior to the Closing may not be fully prepared and reviewed as of the Closing. If the finally determined Book Value, net of IGI transaction expenses that reduced Book Value, is less than the estimated Book Value, net of IGI transaction expenses that reduced Book Value, then there would be a negative adjustment to the Transaction Consideration, which would be paid from the Escrow Shares, which would be returned to Pubco and cancelled. The maximum number of shares which the IGI shareholders would forego in the event of a negative adjustment is 900,710 (based on IGI’s book value at June30, 2019, estimating the redemption price of Tiberius common stock in March2020 and assuming no redemptions by Tiberius shareholders. For a detailed discussion of the Transaction Consideration, the calculation of the number of Pubco common shares to be received by holders of IGI securities in connection with the Business Combination, and the potential post-Closing adjustments to the Transaction Consideration, please see the section titled “The Business Combination Proposal— The Business Combination Agreement and Related Agreements— General Terms, Effects and Consideration.” These calculations exclude any awards that may be made under the 2020 Omnibus Incentive Plan of Pubco (the “2020 Plan”).

The issuance of Pubco securities in connection with the Share Exchange is exempt from registration under the Securities Act in reliance upon Regulation S because the shareholders of IGI are not U.S. persons (within the meaning of Regulation S) and the issuance of the securities of Pubco to such persons will be made in an offshore transaction (within the meaning of Regulation S) without any directed selling efforts (within the meaning of Regulation S).

Pursuant to the Business Combination Agreement, prior to the consummation of the business combination, the board of directors and shareholders of Pubco will amend and restate Pubco’s bye-laws (the “Amended and Restated Pubco Bye-laws”). The Amended and Restated Pubco Bye-Laws differ from Tiberius’s amended and restated certificate of incorporation and bylaws in multiple aspects, including: (i)the name of the new public entity will be “International General Insurance Holdings Ltd.,” as opposed to “Tiberius Acquisition Corporation”; (ii)Pubco has              authorized common shares and              authorized preference shares, as opposed to Tiberius having 60,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; (iii)Pubco’s corporate existence is perpetual as opposed to Tiberius’s corporate existence terminating if a business combination is not consummated by Tiberius within a specified period of time; (iv)Pubco’s constitutional documents do not include the various provisions applicable only to special purpose acquisition companies that Tiberius’s amended and restated certificate of incorporation contains; (v)Tiberius’s directors are divided into two classes with staggered two-year terms, while Pubco’s directors will be divided into three classes with three-year staggered terms; (vi)in connection with the approval of a transaction with an interested director, Tiberius’s board of directors may authorize the transaction by a majority of only the disinterested directors, while an interested Pubco director may vote in respect of the proposed transaction and be counted in the quorum for the meeting at which the proposed transaction is to be voted as long as the interest of such director is disclosed to the board of directors; and (vii)Pubco’s board of directors may approve certain transactions, including an amalgamation or merger that has an aggregate value equal to or greater than $75million, only if each director appointed by Wasef Jabsheh (“Jabsheh Directors”) votes in favor of such transactions, while there is no similar requirement under Tiberius’s amended and restated certificate of incorporation and bylaws. For more information about the Amended and Restated Pubco Bye-laws, please see the section entitled “The Business Combination Proposal— Amended and Restated Pubco Bye-laws” and a copy of the form of Amended and Restated Pubco Bye-laws which is attached hereto as AnnexB.

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In addition to voting on the Business Combination, the stockholders of Tiberius will consider and vote upon a proposal to approve the adoption of the 2020 Plan— we refer to this proposal as the “Incentive Compensation Plan Proposal.” See the section entitled “The Incentive Compensation Plan Proposal.”

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the Closing, including, among other reasons: (i)by mutual written consent of Tiberius and IGI; (ii)by either Tiberius or IGI if the Closing has not occurred on or prior to March15, 2020 (the “Outside Date”) (provided, that if Tiberius seeks and obtains from its shareholders an extension of the deadline to consummate its initial business combination, Tiberius will have the right to extend the Outside Date for a period equal to the shorter of 3months and the time period until such extended deadline to consummate its initial business combination), and the failure of the Closing to occur by such date was not caused by or the result of a breach of the Business Combination Agreement by such terminating party (or with respect to IGI, Pubco or Merger Sub), (iii)by either Tiberius or IGI if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Business Combination, and such order or other action has become final and non-appealable; (iv)by IGI for Tiberius’s uncured breach of the Business Combination Agreement, such that the related closing condition would not be met; (v)by Tiberius for the uncured breach of the Business Combination Agreement by IGI, Pubco or Merger Sub, such that the related closing condition would not be met; (vi)by Tiberius if there has been a Material Adverse Effect with respect to Pubco, IGI and IGI’s subsidiaries, taken as a whole, since the date of the Business Combination Agreement which is uncured and continuing; (vii)by either Tiberius or IGI if Tiberius holds its shareholder meeting to approve the Business Combination Agreement and the Business Combination and such approval is not obtained; or (viii)by IGI if Tiberius’s board of directors publicly changes its recommendation to Tiberius’s stockholders to vote in favor of the Business Combination Agreement and the Business Combination. See the section entitled “The Business Combination Proposal— The Business Combination Agreement and Related Agreements— Termination.”

After the Business Combination is consummated, the directors of Pubco will be Wasef Jabsheh, Walid Wasef Jabsheh and three other individuals who will be designated by IGI, and Michael Gray and Andrew Poole, who were designated by Tiberius. Michael Gray is currently the Executive Chairman and Chief Executive Officer of Tiberius, and Andrew Poole is currently the Chief Investment Officer and a director of Tiberius. After the Business Combination is consummated, a majority of the directors will be considered independent directors under the rules of NASDAQ. See the section entitled “Management of Pubco Following the Business Combination.”

Upon completion of the Business Combination, the current officers of IGI will remain officers of IGI and will become officers of Pubco, holding the equivalent positions as those held with IGI. These officers include Wasef Jabsheh (Chief Executive Officer), Walid Wasef Jabsheh (President), Hatem Wasef Jabsheh (Chief Operating Officer), Pervez Rizvi (Group Chief Financial Officer) and Andreas Loucaides (Chief Executive Officer, IGI UK). Each of these persons is currently an executive officer of IGI. See the section entitled “Management of Pubco Following the Business Combination.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q. Why am I receiving this proxy statement/ prospectus?	A. Tiberius and IGI have agreed to a business combination under the terms of the Business Combination Agreement, dated as of October10, 2019, that is described in this proxy statement/prospectus. The Business Combination Agreement provides for, among other things, (a)the merger of Tiberius with and into Merger Sub, with Tiberius surviving the merger and each of the current security holders of Tiberius receiving securities of Pubco (the “Merger”), (b)the exchange of all or substantially all of the outstanding shares of IGI by the holders thereof for a combination of common shares of Pubco and cash (the “Share Exchange” and, together with the Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) and (c)the adoption of the Amended and Restated Pubco Bye-laws. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
Q. What is being voted on at the Special Meeting?	A. Tiberius’s stockholders are being asked to vote to approve the Business Combination Agreement and the transactions contemplated thereby. See the section entitled “The Business Combination Proposal.”
	Tiberius’s stockholders are also being asked to consider and vote upon a proposal to approve the adoption of the 2020 Omnibus Incentive Plan of Pubco (the “2020 Plan”). See the section entitled “The Incentive Compensation Plan Proposal.”
	In addition to the foregoing proposals, the stockholders are also asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NASDAQ listing rules, the issuance of more than 20% of the issued and outstanding shares of Tiberius Common Stock in financing transactions in connection with the proposed Business Combination. See the section entitled “The Share Issuance Proposal.”
	The stockholders may also be asked to consider and vote upon a proposal to adjourn the meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, Tiberius would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.”
	Tiberius will hold the Special Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.
	The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Q. Why is Tiberius proposing the Business Combination?	A. Tiberius was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.
	Tiberius completed its IPO of units on March20, 2018, with each unit consisting of one share of its common stock and one warrant to purchase one share of common stock at a price of $11.50 upon the completion of its initial business combination. Tiberius sold additional units on March28, 2018, when the underwriters exercised their over-allotment option. The IPO (including the overallotment option exercise) raised total gross proceeds of $172,500,000. Since the IPO, Tiberius’s activity has been limited to an evaluation of potential business combination candidates.

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	Tiberius’s focus in searching for a target business was in the insurance sector, which includes, but is not limited to, insurance carriers, insurance distribution companies, service providers and insurtech companies. Accordingly, it regularly analyzed investment opportunities that were in the insurance sector in an effort to locate the best potential business combination opportunity for its stockholders.
	IGI is an international commercial insurer and reinsurer, underwriting a diversified portfolio of specialty lines. Tiberius believes that a business combination with IGI will provide Tiberius stockholders with an opportunity to participate in a company with significant growth potential. See the section entitled “The Business Combination Proposal— Recommendation of Tiberius’s Board of Directors.”
Q. Why is Tiberius providing stockholders with the opportunity to vote on the Business Combination?	A. Under its amended and restated certificate of incorporation, Tiberius must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of its initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, Tiberius has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, Tiberius is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination (the “Closing”).
Q. Are the proposals conditioned on one another?	A. Unless the Business Combination Proposal is approved, the Incentive Compensation Plan Proposal and the Share Issuance Proposal will not be presented to the stockholders of Tiberius at the Special Meeting. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, then Tiberius will not consummate the Business Combination. In addition, if either of the Incentive Compensation Plan Proposal and the Share Issuance Proposal does not receive the requisite vote for approval, then Tiberius will not consummate the Business Combination. If Tiberius does not consummate the Business Combination and fails to complete an initial business combination by March20, 2020 (or such later date as Tiberius’s stockholders may approve), Tiberius will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to its public stockholders.
Q. What will happen in the Business Combination?	A. At the Closing, Tiberius will merge with and into Merger Sub, with Tiberius surviving such merger. Upon consummation of the Merger, Tiberius will become a wholly-owned subsidiary of Pubco and security holders of Tiberius will exchange their Tiberius securities for securities of Pubco. In particular, (i)each outstanding share of Tiberius Common Stock will be converted into the right to receive one common share of Pubco, (ii)each outstanding warrant of Tiberius will be converted into one warrant of Pubco that entitles the holder thereof to purchase one common share of Pubco in lieu of one share of Tiberius Common Stock, and (iii)each outstanding unit of Tiberius will be automatically detached and the holder thereof will receive one common share of Pubco and one warrant to purchase one common share of Pubco. In connection with the Share Exchange, holders of at least 99% of the IGI shares outstanding will exchange their IGI shares for shares of Pubco and an aggregate of $80.0million, as a result of which IGI will become a subsidiary of Pubco. The cash held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination after payments of the Cash Consideration for the Share Exchange and expenses of the Purchaser incurred in connection with the Business Combination and loans owed by the Purchaser to the Sponsor for expenses incurred in connection with the Business Combination. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as AnnexA. For a description of Pubco’s organizational structure upon consummation of the Business Combination, please see “The Business Combination Proposal— Transaction and Organizational Structures Prior to and Following the Consummation of the Business Combination.”

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Q. What conditions must be satisfied to complete the Business Combination?	A. There are a number of closing conditions to the Business Combination, including, but not limited to, the following:
	•   the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Tiberius’s stockholders;
	•   receipt of requisite regulatory approvals;
	•   no law or order preventing or prohibiting the transactions contemplated by the Business Combination Agreement;
	•   no pending litigation to enjoin or restrict the consummation of the Business Combination;
	•   Tiberius having at least $5,000,001 in net tangible assets upon the consummation of the Business Combination, after giving effect to public stockholders’ exercise of their redemption rights;
	•   Tiberius having at least $100million of cash upon the consummation of the Business Combination after giving effect to the public stockholders’ exercise of their redemption rights but before giving effect to Tiberius’s expenses of the transaction;
	•   the election or appointment of the members of Pubco’s board of directors as described herein;
	•   the effectiveness of this registration statement; and
	•   the approval of listing of Pubco’s common shares by the Nasdaq Capital Stock Market.
	For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “Business Combination Proposal— Business Combination Agreement and Related Agreements.”
Q. Did the Tiberius board obtain a third party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?	A. Tiberius’s board of directors did not obtain a third party valuation or fairness opinion in connection with its determination to approve the Business Combination. The officers and directors of Tiberius have substantial experience in evaluating the operating and financial merits of companies within the insurance industry and concluded that their experience and backgrounds enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, Tiberius’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Tiberius’s board of directors in valuing IGI’s business and assuming the risk that the Tiberius board of directors may not have properly valued such business.
Q. How many votes do I have at the Special Meeting?	A. Tiberius stockholders are entitled to one vote at the Special Meeting for each share of Tiberius Common Stock held of record as of             , 2020, the record date for the Special Meeting (the “Record Date”). As of the close of business on the Record Date, there were 21,562,500shares of Tiberius Common Stock outstanding.

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Q. What vote is required to approve the proposals presented at the Special Meeting?	A. The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of all the outstanding shares of Tiberius Common Stock entitled to vote. The approval of each of the Incentive Compensation Plan Proposal, the Share Issuance Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of shares of Tiberius Common Stock entitled to vote and represented in person or by proxy at the Special Meeting. Assuming a quorum is established, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will have the same effect as voting against the Business Combination Proposal, but will have no effect on the other proposals. The Sponsor, directors and officers of Tiberius have agreed to vote their shares in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, the Sponsor, directors and officers of Tiberius beneficially owned an aggregate of 4,337,500shares of Tiberius Common Stock.
Q. What constitutes a quorum at the Special Meeting?	A. Holders of a majority in voting power of Tiberius Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the Special Meeting. As of the Record Date, 10,781,251shares of Tiberius Common Stock would be required to achieve a quorum.
Q. How do the insiders of Tiberius intend to vote on the proposals?	A. The Sponsor, officers and directors of Tiberius beneficially own and are entitled to vote an aggregate of approximately 20.1% of the outstanding shares of Tiberius Common Stock. These parties have agreed to vote their securities in favor of the Business Combination Proposal. The Sponsor, officers and directors of Tiberius have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting.
Q. Do I have redemption rights?	A. Pursuant to Tiberius’s amended and restated certificate of incorporation, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with Tiberius’s amended and restated certificate of incorporation. As of the date of this proxy statement/prospectus, based on funds in the Trust Account of approximately $178.9million, this would have amounted to approximately $10.37 per public share. If a holder exercises its redemption rights, then such holder will be exchanging its shares of Tiberius Common Stock for cash. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Tiberius’s transfer agent prior to the Special Meeting. See the section titled “Special Meeting of Tiberius Stockholders— Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Q. As long as I vote on the Business Combination, will how I vote affect my ability to exercise redemption rights?	A. No. You may exercise your redemption rights whether you vote your shares of Tiberius Common Stock “FOR” or “AGAINST” the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of NASDAQ.

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Q. How do I exercise my redemption rights?	A. If you are a holder of public shares and wish to exercise your redemption rights, you must affirmatively vote either for or against the Business Combination Proposal and demand that Tiberius redeem your shares for cash no later than 5:00 p.m. Eastern Time on             , 2020 (two (2) business days prior to the vote on the Business Combination Proposal) by (A)checking the box on the proxy card, (B)submitting your request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company, at the address listed at the end of this section and (C)delivering your stock to Tiberius’s transfer agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. As long as you vote on the Business Combination Proposal, you may affirmatively vote either for or against the Business Combination Proposal without affecting your eligibility for exercising your redemption rights. Your vote on any proposal other than the Business Combination Proposal will not have any impact on your eligibility for exercising redemption rights. Any holder of public shares voting for or against the Business Combination Proposal and satisfying other requirements for exercising redemption rights set forth herein will be entitled to demand that his shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which was $       million, or $10. per share, as of             , 2020, the record date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Tiberius’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.
	If you wish to exercise your redemption rights but initially do not check the box on the proxy card providing for the exercise of your redemption rights and do not send a written request to Tiberius to exercise your redemption rights, you may request that Tiberius send you another proxy card on which you may indicate your intended vote or your intention to exercise your redemption rights. You may make such request by contacting Tiberius at the phone number or address listed at the end of this section.
	Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your shares for redemption to Tiberius’s transfer agent and later decide prior to the Special Meeting not to elect conversion, you may request that Tiberius’s transfer agent return the shares (physically or electronically). You may make such request by contacting Tiberius’s transfer agent at the phone number or address listed at the end of this section.
	Any corrected or changed proxy card or written demand of redemption rights must be received by Tiberius’s secretary prior to the vote taken on the Business Combination Proposal at the Special Meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to Tiberius’s transfer agent at least two (2) business days prior to the vote at the meeting.

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	If a holder of public shares properly makes a demand for redemption as described above, then, if the Business Combination is not consummated, Tiberius will redeem such holder’s shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your shares of Tiberius Common Stock for cash and will not be entitled to Pubco common shares upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of public shares who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, Tiberius will promptly return any shares delivered by public holders and such holders may only share in the assets of the Trust Account upon the liquidation of Tiberius. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised redemption rights in connection therewith due to potential claims of creditors.
	If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Tiberius warrants that you may hold. Your warrants will become exercisable to purchase one common share of Pubco in lieu of one share of Tiberius Common Stock for a purchase price of $11.50 upon consummation of the Business Combination.
Q. If I am a warrant holder, can I exercise redemption rights with respect to my warrants?	A. No. The holders of warrants have no redemption rights with respect to such securities.
Q. If I am a unit holder, can I exercise redemption rights with respect to my units?	A. No. Holders of outstanding units must separate the underlying shares of Tiberius Common Stock and warrants prior to exercising redemption rights with respect to the public shares.
	If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, Tiberius’s transfer agent, with written instructions to separate such units into public shares and warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See the question “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.
	If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, Tiberius’s transfer agent. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s deposit withdrawal at custodian (DWAC) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Q. Do I have appraisal rights if I object to the proposed business combination?	A. No. None of Tiberius’s stockholders, unit holders or warrant holders have appraisal rights in connection with the Business Combination under the General Corporation Law of the State of Delaware (“DGCL”).

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Q. I am a Tiberius warrant holder. Why am I receiving this proxy statement/prospectus?	A. As a holder of Tiberius warrants, upon consummation of the Business Combination, you will be entitled to purchase one common share of Pubco in lieu of one share of Tiberius Common Stock at a purchase price of $11.50. This proxy statement/prospectus includes important information about Pubco and the business of Pubco and its subsidiaries following the consummation of the Business Combination. Since holders of Tiberius warrants will become holders of warrants of Pubco and may become holders of Pubco common shares upon consummation of the Business Combination, we urge you to read the information contained in this proxy statement/prospectus carefully.
Q. What happens to the funds deposited in the Trust Account after consummation of the Business Combination?	A. A total of $174,225,000 was placed in the Trust Account immediately following the Tiberius initial public offering and simultaneous private placement. After consummation of the Business Combination, the funds in the Trust Account will be released to Pubco and used by Pubco to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination (including fees of approximately $7,350,000 to certain underwriters in connection with the Business Combination unless such fees are paid in common shares of Pubco pursuant to the Underwriting Agreement Amendment (as defined herein)), for expenses related to prior proposed business combinations that were not consummated and for working capital and general corporate purposes of Pubco.
Q. What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?	A. Unlike other blank check companies which require public stockholders to vote against a business combination in order to exercise their redemption rights, Tiberius’s public stockholders may vote in favor of the Business Combination but still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders is substantially reduced as a result of redemptions by public stockholders. However, the Business Combination will not be consummated if, upon the consummation of the Business Combination, Tiberius does not have at least $5,000,001 of net tangible assets after giving effect to the payment of amounts that Tiberius will be required to pay to redeeming stockholders upon consummation of the Business Combination or if Tiberius fails to meet the minimum cash condition set forth in the Business Combination Agreement (the “Minimum Cash Condition”). As a result, based on the current expected Tiberius cash, expenses and liabilities at Closing, and based on IGI’s book value as of June30, 2019, holders of up to 14,397,300 public shares of Tiberius (or approximately 83.5% of the total outstanding shares of Tiberius Common Stock held by the public) could seek redemption of their shares without triggering IGI’s right to terminate the Business Combination Agreement. Also, with fewer public shares and public stockholders, the trading market for Pubco’s common shares may be less liquid than the market for Tiberius Common Stock was prior to the Business Combination and Pubco may not be able to meet the listing standards of the Nasdaq Capital Market or another national securities exchange, which is a condition to closing the Business Combination. The Nasdaq Capital Market requires listed companies to have at least 300 round lot holders, half of whom must hold at least $2,500 of shares of common stock. In addition, with fewer funds available from the Trust Account, the working capital infusion from the Trust Account into IGI’s business will be reduced.

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Q. Will Tiberius enter into any equity financing arrangements in connection with the Business Combination?	Simultaneously with the execution of the Business Combination Agreement on October10, 2019, Tiberius entered into subscription agreements with certain accredited investors (the “PIPE Investors”) (the “Subscription Agreements”), pursuant to which Tiberius agreed to issue and sell to the PIPE Investors an aggregate of $23,611,809 of Tiberius Common Stock at a price of $10.20 per share immediately prior to, and subject to, the Closing, which will become Pubco common shares in the Merger. The Subscription Agreement investment is conditioned on the concurrent Closing and other customary closing conditions. Tiberius also entered into forward purchase contracts with four investors at the time of Tiberius’s initial public offering who committed to purchase $25,000,000 of Tiberius securities at the time of Tiberius’s initial business combination. On October10, 2019, Tiberius also entered into subscription agreements with Tiberius’s directors and officers Michael Gray and Andrew Poole and their related company the Gray Insurance Company (collectively, the “Backstop Investors,” and such agreements, the “Backstop Subscription Agreements”), pursuant to which such investors agreed to purchase up to an aggregate of $20,000,000 of Tiberius Common Stock at a price of $10.20 per share immediately prior to, and subject to, the Closing, which will become Pubco common shares in the Merger, if and solely to the extent that the Minimum Cash Condition would otherwise not be met without their purchase (and prior to giving effect to any payment in Pubco common shares in lieu of cash under the Underwriting Agreement amendment as described in this proxy statement/prospectus).
Q. What happens if the Business Combination is not consummated?	A. If Tiberius does not complete the Business Combination with IGI or another business combination by March20, 2020 (or such other date as may be approved by Tiberius’s stockholders), Tiberius must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (currently anticipated to be approximately $10.45 per share as of March15, 2020, the anticipated closing date).
Q. When do you expect the Business Combination to be completed?	A. It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting which is set for             , 2020; however, such meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement— Conditions to the Closing of the Business Combination.”
Q. What do I need to do now?	A. Tiberius urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and/or warrant holder of Tiberius. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q. How do I vote?	A. If you are a holder of record of Tiberius Common Stock on the record date, you may vote in person at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.

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Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?	A. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Business Combination Proposal or the Incentive Compensation Plan Proposal unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q. May I change my vote after I have mailed my signed proxy card?	A. Yes. Stockholders may send a later-dated, signed proxy card to Tiberius’s secretary at the address set forth below so that it is received by Tiberius prior to the vote at the Special Meeting or attend the Special Meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Tiberius’s secretary, which must be received prior to the vote at the Special Meeting.
Q. What happens if I fail to take any action with respect to the Special Meeting?	A. If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a shareholder of Pubco. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Tiberius.
Q. What should I do with my stock and/or warrants certificates?	A. Tiberius warrant holders should not submit their warrant certificates now and those stockholders who do not elect to have their Tiberius shares redeemed for a pro rata share of the Trust Account should not submit their share certificates now. After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to Tiberius security holders regarding the exchange of their Tiberius securities for Pubco securities. Tiberius stockholders who exercise their redemption rights must deliver their stock certificates to Tiberius’s transfer agent (either physically or electronically) at least two (2) business days prior to the vote at the Special Meeting.
Q. What should I do if I receive more than one set of voting materials?	A. Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares of Tiberius Common Stock.
Q. Who can help answer my questions?	A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
	Andrew Poole Tiberius Acquisition Corporation 3601 N Interstate 10 Service Rd W Metairie, LA70002 Email: APoole@tiberiusco.com
	Or:
	Saratoga Proxy Consulting LLC 520 Eighth Avenue, 14th Floor NewYork, NY 10018 Tel: 888-368-0379 Email: info@saratogaproxy.com

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You may also obtain additional information about Tiberius from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your shares, you will need to deliver your stock (either physically or electronically) to Tiberius’s transfer agent at the address below at least two (2) business days prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Mr.Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
NewYork, NewYork 10004
E-mail: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement attached as AnnexA to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Merger and the Share Exchange and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Business Combination Agreement.”

The Parties

Tiberius

Tiberius is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Tiberius was incorporated under the laws of Delaware on November18, 2015.

On March20, 2018, Tiberius closed its initial public offering of 15,000,000 units, with each unit consisting of one share of its common stock and one warrant to purchase one share of its common stock at a purchase price of $11.50 upon consummation of an initial business combination. On March28, 2018, Tiberius consummated the sale of an additional 2,250,000 units which were subject to an over-allotment option granted to the underwriters of its initial public offering. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $172,500,000. Simultaneously with the consummation of the initial public offering and the exercise of the underwriters’ over-allotment option, Tiberius consummated the private sale of 4,500,000 private warrants to its Sponsor at $1.00 per warrant for an aggregate purchase price of $4,500,000. Simultaneously with the consummation of the IPO, Tiberius issued a convertible promissory note to the Sponsor with a principal amount of $1,500,000 and no interest. On March28, 2018, in connection with the underwriters’ exercise of the over-allotment option in full, Tiberius issued another promissory note to the Sponsor with a principal amount of $225,000 and no interest. A total of $174,225,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence for prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a registration statement on FormS-1 (Reg. No.333-223098) that became effective on March15, 2018. As of the date of this proxy statement/prospectus, there was approximately $178.9million held in the Trust Account.

Upon consummation of the Business Combination, the funds in the Trust Account will be used by Pubco to pay holders of the public shares who exercise redemption rights, to pay cash consideration for the Share Exchange, to pay fees and expenses incurred in connection with the Business Combination with Tiberius (including fees of an aggregate of approximately $7,350,000 to certain underwriters in connection with the Business Combination unless such fees are paid in common shares of Pubco pursuant to the Underwriting Agreement Amendment (as defined herein)), for expenses related to prior proposed business combinations that were not consummated and for working capital and general corporate purposes of Pubco.

Tiberius units, common stock, and warrants are listed on the Nasdaq Capital Market under the symbols “TIBRU,” “TIBR,” and “TIBRW,” respectively.

The mailing address of Tiberius’s principal executive office is 3601 N Interstate 10 Service Rd W, Metairie, LA 70002. After the consummation of the Business Combination, Tiberius will become a wholly owned subsidiary of Pubco.

Pubco

Pubco was incorporated under the laws of Bermuda as an exempted company on October28, 2019. Pubco owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director and shareholder of Pubco is Pervez Rizvi, who is the Group Chief Financial Officer of IGI.

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The address of Pubco’s registered office is Clarendon House, 2 Church Street, Hamilton HM11, Bermuda. After the consummation of the Business Combination, its principal executive office will be located at 74 Abdel Hamid Sharaf Street, PO Box 941428, Amman 11194, Jordan, and its telephone number will be +962 6 562 2009.

IGI

IGI is a highly-rated global provider of specialty insurance and reinsurance solutions with exposures in over 200 countries and territories. IGI underwrites a diversified portfolio of specialty risks including energy, property, construction and engineering, ports and terminals, general aviation, political violence, casualty, financial institutions, marine liability and treaty reinsurance. IGI commenced operations in 2002 and has prudently grown its business with a focus on underwriting profitability and risk-adjusted shareholder returns as measured by total value creation over time. IGI is registered in the Dubai International Financial Center and has operations in Bermuda, London, Amman, Labuan and Casablanca. See the section entitled “Business of IGI.”

The mailing address of IGI’s principal executive office is 74 Abdel Hamid Sharaf Street, PO Box 941428, Amman 11194, Jordan, and its telephone number is +962 6 562 2009.

The Business Combination Proposal

The Business Combination Agreement provides for a business combination transaction by means of (i)the merger of Tiberius with and into Merger Sub, with Tiberius surviving and each of the former security holders of Tiberius receiving securities of Pubco, with Pubco becoming a new public company and (ii)the exchange of up to 100% of the outstanding share capital of IGI by the IGI shareholders for common shares of Pubco and aggregate cash consideration of $80.0million.

On October10, 2019, Tiberius entered into the Business Combination Agreement with IGI, the Sponsor, in the capacity as the Purchaser Representative thereunder, and Wasef Jabsheh, in his capacity as the Seller Representative thereunder, and Pubco and Merger Sub pursuant to a joinder thereto.

Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement, Tiberius will merge with and into Merger Sub, with Tiberius continuing as the surviving entity and with holders of Tiberius securities receiving securities of Pubco, and Pubco will acquire 99% or more of the issued and outstanding capital shares of IGI from existing shareholders of IGI in exchange for common shares of Pubco and aggregate cash consideration of $80.0million, with IGI becoming a subsidiary of Pubco (the “Share Exchange”).

The total consideration to be paid by Pubco to the Sellers for the Purchased Shares (the “Transaction Consideration”) will be equal to (i)the sum of (the “Adjusted Book Value”) (A)the total consolidated book equity value of IGI and its subsidiaries as of the most recent month end of IGI prior to the Closing (the “Book Value”), plus (B)the amount of IGI’s out-of-pocket transaction expenses which reduced the Book Value from what it would have been if such expenses had not been incurred, multiplied by (ii) 1.22, and multiplied by (iii)a fraction equal to (A)the total number of Purchased Shares divided by (B)the total number of issued and outstanding IGI common shares as of the Closing. Based on IGI’s actual book value as of June30, 2019, and assuming that all of IGI’s shareholders execute exchange agreements, the total Transaction Consideration due to Sellers would be approximately $376million.

$80.0million of the Transaction Consideration will be paid in cash (the “Cash Consideration”), with each Purchased Share acquired for cash paid based on a value equal to two times Adjusted Book Value per share. The Purchased Shares paid with the Cash Consideration will be allocated among the Sellers based on an agreed upon formula, with Wasef Jabsheh receiving $65.0million of the Cash Consideration, Mr.Jabsheh’s family members receiving no Cash Consideration and the remaining Sellers receiving the remaining $15.0million of Cash Consideration pro rata based on the Purchased Shares owned by each such remaining Seller.

The remaining Transaction Consideration will be paid by Pubco to the Sellers by delivery of newly issued common shares of Pubco (the “Exchange Shares”) equal in value to the Transaction Consideration less the Cash Consideration (the “Equity Consideration”), with each Exchange Share valued at the price per share at which each share of Tiberius Common Stock is redeemed pursuant to the Redemption by Tiberius of shares of Tiberius Common Stock owned by its public stockholders in connection with the Business Combination, as required by its amended and

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restated certificate of incorporation and Tiberius’s initial public offering prospectus. The Exchange Shares will be allocated among the Sellers pro rata based on the total number of Purchased Shares held by them after deducting the number of Purchased Shares paid for with the Cash Consideration.

In addition to the requisite stockholder approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement. For more information about the closing conditions to the Business Combination, see the section titled “Business Combination Proposal— Conditions to Closing of the Business Combination.”

Pursuant to the Business Combination Agreement, prior to the consummation of the Business Combination, the board of directors and shareholders of Pubco will adopt the Amended and Restated Pubco Bye-laws. The Amended and Restated Pubco Bye-laws will differ from Tiberius’s amended and restated certificate of incorporation in multiple aspects, including: (i)the name of the new public entity will be “International General Insurance Holdings Ltd.,” as opposed to “Tiberius Acquisition Corporation”; (ii)Pubco has              authorized common shares and              authorized preference shares, as opposed to Tiberius having 60,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; (iii)Pubco’s corporate existence is perpetual as opposed to Tiberius’s corporate existence terminating if a business combination is not consummated by Tiberius within a specified period of time; (iv)Pubco’s constitutional documents do not include the various provisions applicable only to special purpose acquisition companies that Tiberius’s amended and restated certificate of incorporation contains; (v)Tiberius’s directors are divided into two classes with staggered two-year terms, while Pubco’s directors will be divided into three classes with three-year staggered terms; (vi)in connection with the approval of a transaction with an interested director, Tiberius’s board of directors may authorize the transaction by a majority of only the disinterested directors, while an interested Pubco director may vote in respect of the proposed transaction and be counted in the quorum for the meeting at which the proposed transaction is to be voted as long as the interest of such director is disclosed to the board of directors; and (vii)Pubco’s board of directors may approve certain transactions, including an amalgamation or merger that has an aggregate value equal to or greater than $75million, only if each director appointed by Wasef Jabsheh (“Jabsheh Directors”) votes in favor of such transactions, while there is no similar requirement under Tiberius’s amended and restated certificate of incorporation and bylaws. For more information about the Amended and Restated Pubco Bye-laws, please see the section entitled “The Business Combination Proposal— Amended and Restated Pubco Bye-laws” and a copy of the form of Amended and Restated Pubco Bye-laws which is attached hereto as AnnexB.

The Incentive Compensation Plan Proposal

The stockholders of Tiberius will vote on the adoption of the 2020 Omnibus Incentive Plan of Pubco (the “2020 Plan”), which permits the grant of various types of equity awards to the employees (including officers), non-employee directors and non-employee consultants and advisors of Pubco and its subsidiaries. For more information about the foregoing compensation plan, please see the section titled “The Incentive Compensation Plan Proposal” and AnnexC of this proxy statement/prospectus.

The Share Issuance Proposal

NASDAQ listing rules require that its listed companies obtain shareholder approval for issuances of securities in excess of 20% of its issued and outstanding voting stock prior to the issuance. In connection with the approval of the Business Combination Proposal, Tiberius’s stockholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with applicable NASDAQ listing rules, the issuance of securities in excess of 20% of the issued and outstanding shares of Tiberius Common Stock in financing transactions in connection with the Business Combination, including the Pubco common shares issuable upon the exchange of such securities. Please see the section entitled “The Share Issuance Proposal.”

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to authorize Tiberius to consummate the Business Combination (because the Business Combination Proposal is not approved, or Tiberius would have less than $5,000,001 of net tangible assets immediately upon the consummation of the Business Combination after taking into account the holders of the public shares that have properly elected to redeem their public

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shares or the Minimum Cash Condition would not be satisfied), Tiberius’s board of directors may submit a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation of proxies. Please see the section entitled “The Adjournment Proposal.”

Tiberius Initial Stockholders

As of             , 2020, the record date for the Special Meeting, the Tiberius Initial Stockholders beneficially owned and were entitled to vote an aggregate of 4,312,500shares that were issued prior to the IPO. The Sponsor also purchased an aggregate of 4,500,000 private warrants simultaneously with the consummation of the IPO. The initial shares currently constitute approximately 20% of the outstanding shares of Tiberius Common Stock.

In connection with the initial public offering, each of the Sponsor and officers and directors of Tiberius agreed to vote the initial shares, as well as any shares of common stock acquired in the aftermarket, in favor of the Business Combination Proposal. The Sponsor and officers and directors of Tiberius have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. The Founder Shares have no redemption rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by Tiberius.

Date, Time and Place of Special Meeting of Tiberius Stockholders

The Special Meeting will be held at 10:00 a.m., Eastern time, on             , 2020, at the offices of Ellenoff Grossman & Schole LLP, legal counsel to Tiberius, at 1345 Avenue of the Americas, 11th Floor, NewYork, NY 10105, to consider and vote upon the Business Combination Proposal, the Incentive Compensation Plan Proposal, the Share Issuance Proposal and/or, if necessary, the Adjournment Proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, Tiberius is not authorized to consummate the Business Combination.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of Tiberius Common Stock at the close of business on             , 2020, which is the record date for the Special Meeting. Stockholders will have one vote for each share of Tiberius Common Stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Tiberius warrants do not have voting rights. On the record date, there were 21,562,500shares of Tiberius Common Stock outstanding, of which 17,250,000 were public shares with the rest being held by the Tiberius Initial Stockholders.

Quorum and Vote of Tiberius Stockholders

A quorum of Tiberius stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions will count, but broker non-votes will not count, as present for the purposes of establishing a quorum. The Tiberius Initial Stockholders hold approximately 20.1% of the outstanding shares of Tiberius Common Stock. Such shares, as well as any shares of common stock acquired in the aftermarket by the Tiberius Initial Stockholders, will be voted in favor of the proposals presented at the Special Meeting. The proposals presented at the Special Meeting will require the following votes:

•        The approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of all of the outstanding shares of Tiberius Common Stock entitled to vote. There are currently 21,562,500shares of Tiberius Common Stock outstanding, of which 17,250,000 are public shares.

•        The approval of the Incentive Compensation Plan Proposal will require the affirmative vote of the holders of a majority of votes cast by holders of shares of Tiberius Common Stock present and entitled to vote at the meeting.

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•        The approval of the Share Issuance Proposal will require the affirmative vote of the holders of a majority of the votes cast by holders of shares of Tiberius Common Stock present and entitled to vote at the meeting.

•        The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the votes cast by holders of shares of Tiberius Common Stock present and entitled to vote at the meeting.

Abstentions and broker non-votes will have the same effect as voting against the Business Combination Proposal, but will have no effect on the other proposals.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. In addition, if the Business Combination Proposal is not approved, the other proposals (other than the Adjournment Proposal) will not be presented to the stockholders for a vote. In addition, the approval of each of the Incentive Compensation Plan Proposal and the Share Issuance Proposal is a condition to the consummation of the Business Combination. If either of the Incentive Compensation Plan Proposal and the Share Issuance Proposal is not approved, the Business Combination would not be consummated.

Redemption Rights

Pursuant to the amended and restated certificate of incorporation of Tiberius, a holder of public shares may demand that Tiberius redeem such shares for cash if the Business Combination is consummated. Holders of public shares will be entitled to receive cash for their shares only if they affirmatively vote either for or against the Business Combination Proposal and demand that Tiberius redeem their shares no later than 5:00 p.m. Eastern Time on             , 2020 (two (2) business days prior to the vote at the Special Meeting) by (A)checking the box on the proxy card, (B)submitting your request in writing to Mark Zimkind of Continental Stock Transfer & Trust Company and (C)delivering your stock to Tiberius’s transfer agent physically or electronically using The Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System. If you fail to affirmatively vote either for or against the Business Combination Proposal, including as a result of an abstention or broker non-vote, you will not be permitted to exercise your redemption rights. If the Business Combination is not completed, these shares will not be redeemed for cash. In such case, Tiberius will promptly return any shares delivered by public holders for redemption and such holders may only share in the assets of the Trust Account upon the liquidation of Tiberius. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their redemption rights in connection therewith due to potential claims of creditors. If a holder of public shares properly demands redemption, Tiberius will redeem each public share for a full pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of             , 2020, the record date, this would amount to approximately $10. per share. If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Tiberius Common Stock for cash and will no longer own the shares. See the section entitled “Special Meeting of Tiberius Stockholders— Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination will not be consummated (i)if Tiberius has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded redemption of their shares upon the consummation of the Business Combination or (ii)if the Minimum Cash Condition is not satisfied.

Holders of Tiberius warrants will not have redemption rights with respect to such securities.

Appraisal Rights

Tiberius stockholders (including the Tiberius Initial Stockholders) and holders of other Tiberius securities do not have appraisal rights in connection with the merger under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Tiberius has engaged Saratoga Proxy Consulting LLC to assist in the solicitation of proxies.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of Tiberius Stockholders— Revoking Your Proxy.”

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Interests of Tiberius Directors and Officers in the Business Combination

When you consider the recommendation of the Tiberius board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that the Tiberius Initial Stockholders, including Tiberius’s directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

•        If the Business Combination with IGI or another business combination is not consummated by March20, 2020 (or such later date as may be agreed by the Tiberius stockholders), Tiberius will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. The Initial Stockholders of Tiberius currently hold 4,337,500shares of Tiberius Common Stock. In the event of dissolution or liquidation 4,312,500 Founder Shares which were acquired for an aggregate purchase price of $25,000 prior to the IPO, would be worthless because the Tiberius Initial Stockholders are not entitled to participate in any redemption or liquidation with respect to Founder Shares. The aggregate market value of Tiberius Common Stock held by the Tiberius Initial Stockholders was $45,110,000 based upon the closing price of $10.40 per share on the Nasdaq Capital Market on December5, 2019. The aggregate market value of Founder Shares held by the Tiberius Initial Stockholders was $44,850,000 based upon the closing price of $10.40 per share on the Nasdaq Capital Market on December5, 2019.

•        The Sponsor purchased an aggregate of 4,500,000 private warrants from Tiberius for an aggregate purchase price of $4,500,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds Tiberius received from these purchases were placed in the Trust Account. Such warrants had an aggregate market value of $5,220,000 based upon the closing price of $1.16 per warrant on the Nasdaq Capital Market on December5, 2019. The Tiberius warrants will become worthless if Tiberius does not consummate a business combination by March20, 2020 (or such later date as may be agreed by the Tiberius stockholders) (as will the Tiberius warrants held by public stockholders).

•        The market value of the current equity ownership of Tiberius’s officers and directors in Tiberius Common Stock and warrants, based on the closing price of $10.40 per share of common stock and $1.16 per warrant on the Nasdaq Capital Market as of December5, 2019, is approximately $50,330,000.

•        The Business Combination Agreement provides that Michael Gray and Andrew Poole, current directors of Tiberius, will be directors of Pubco after the closing of the Business Combination. As such, in the future each will receive any cash fees, stock options or stock awards that the Pubco board of directors determines to pay to its non-executive directors.

•        If Pubco is unable to complete a business combination within the required time period, Mr.Gray, Chief Executive Officer and Chairman of Tiberius, will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Tiberius for services rendered or contracted for or products sold to Tiberius, but only if such a vendor or target business has not executed a waiver of access to such funds.

•        The Tiberius Initial Stockholders, including Tiberius’s officers and directors, and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on behalf of Tiberius, such as identifying and investigating possible business targets and business combinations. However, if Tiberius fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, Tiberius may not be able to reimburse these expenses if the Business Combination with IGI or another business combination, is not completed by March20, 2020 (or such later date as may be agreed by the Tiberius stockholders). As of the date of this proxy statement/prospectus, there are no unpaid reimbursable expenses.

•        Since its inception, the Sponsor has made loans from time to time to Tiberius to fund certain capital requirements. As of the date of this proxy statement/prospectus, an aggregate of $400,000 principal amount of these working capital loans is outstanding. In addition, the Sponsor loaned an aggregate amount of $1,725,000 in connection with the IPO, inclusive of $225,000 as a result of the exercise of the underwriters’

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over-allotment option, the proceeds of which were added to the Trust Account. The foregoing loans are evidenced by non-interest-bearing notes that are convertible at the Sponsor’s election upon the consummation of an initial business combination into warrants of Tiberius, at a price of $1.00 per warrant.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding Tiberius or its securities, the Tiberius Initial Stockholders, or IGI’s shareholders and/or their respective affiliates, may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Tiberius Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfying the requirement that the holders of a majority of all of the outstanding shares of Tiberius Common Stock entitled to vote at the Special Meeting to approve the Business Combination Proposal vote in its favor and that Tiberius have in excess of the required amount to consummate the Business Combination under the Business Combination Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Tiberius Initial Stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on Tiberius Common Stock. For example, as a result of these arrangements, an investor or holder may have to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Tiberius will have in excess of the required amount of cash available to consummate the Business Combination as described above.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Tiberius will file a Current Report on Form8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Stockholders

Tiberius’s board of directors believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are fair to and in the best interest of Tiberius’s stockholders and unanimously recommends that its stockholders vote “FOR” the Business Combination Proposal, “FOR” the Incentive Compensation Plan Proposal, “FOR” the Share Issuance Proposal and “FOR” the Adjournment Proposal, if presented.

Conditions to the Closing of the Business Combination

The obligations of the parties to consummate the Business Combination are subject to various conditions, including the following mutual conditions of the parties unless waived: (i)the approval of the Business Combination Agreement and the transactions contemplated thereby and related matters by the requisite vote of Tiberius’s stockholders; (ii)receipt of specified requisite consents from governmental authorities to consummate the Business Combination; (iii)no law or order preventing or prohibiting the Business Combination; (iv)no pending litigation brought by a governmental authority to enjoin the consummation of the Closing; (v)Tiberius having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any equity financing; (vi)the election or appointment of members of Pubco’s board of directors as described above; (vii)the shareholders and board of directors of Pubco having adopted amended and restated bye-laws of Pubco in a form to be agreed upon prior to the Closing by Tiberius and IGI, based on the form attached as an exhibit to the Business Combination Agreement; (ix)receipt by IGI and Tiberius of reasonably satisfactory evidence that Pubco qualifies as a foreign private issuer; (x)the effectiveness of the Registration Statement; and (xi)the Pubco common shares having been approved for listing on the Nasdaq Capital Market, subject only to notice of issuance.

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In addition, unless waived by IGI, the obligations of IGI, Pubco and Merger Sub to consummate the Business Combination are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: (i)the representations and warranties of Tiberius being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (ii)Tiberius having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii)the absence of any Material Adverse Effect with respect to Tiberius since the date of the Business Combination Agreement which is continuing and uncured; (iv)Tiberius having at least $100.0million in cash and cash equivalents, including funds in the Trust Account and from any equity financing, at the Closing after giving effect to the Redemption, but prior to the payment of any expenses or other liabilities (the “Minimum Cash Condition”); (v)the Sponsor Share Letter (as described below) being in full force and effect and the Sponsor will have made the transfers required thereunder; (vi)receipt by IGI and Pubco of (A)a Registration Rights Agreement in substantially the form attached as an exhibit to the Business Combination Agreement duly executed by the Purchaser Representative, (B)an amendment to Tiberius’s registration rights agreement that it entered into with the Sponsor and certain other shareholders at the time of its initial public offering in substantially the form attached as an exhibit to the Business Combination duly executed by Tiberius and the holders of a majority of the “Registrable Securities” thereunder, and (C)an Escrow Agreement for the Escrow Shares among Pubco, the Purchaser Representative, the Seller Representative and the Escrow Agent, in form and substance consistent with the Business Combination Agreement and otherwise reasonably acceptable to the parties duly executed by the Purchaser Representative and the Escrow Agent; (vii)receipt by IGI of written resignations from the directors and officers of Tiberius; (viii)the funds in Trust Account shall have been disbursed in accordance with the requirements of the Business Combination Agreement; and (ix)the Sellers shall have received reasonable evidence of the payment of the Cash Consideration and a copy of irrevocable instructions of Pubco (or the Purchaser Representative on its behalf) to Pubco’s transfer agent to issue the Exchange Shares (including the Escrow Shares) specified in the Business Combination Agreement.

Unless waived by Tiberius, the obligations of Tiberius to consummate the Business Combination are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliveries: (i)the representations and warranties of IGI, Pubco and Merger Sub being true and correct as of the date of the Business Combination Agreement (or with respect to Pubco and Merger Sub, the date of their respective joinder agreements) and as of the Closing (subject to Material Adverse Effect); (ii)IGI, Pubco and Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior to the date of the Closing; (iii)absence of any Material Adverse Effect with respect to Pubco, IGI and IGI’s subsidiaries, taken as a whole, since the date of the Business Combination Agreement which is continuing and uncured; (iv)the Non-Competition Agreement (as described below) and each Lock-Up Agreement (as described below) being in full force and effect; (v)Tiberius having received duly executed Share Exchange Agreements from IGI shareholders holding at least 90% of the issued and outstanding IGI common shares, and the closings thereunder shall have been consummated simultaneously with the Closing; (vi)receipt by Tiberius of (A)the Registration Rights Agreement duly executed by Pubco and the Sellers, (B)the Founders Registration Rights Agreement Amendment duly executed by Pubco, and (C)the Escrow Agreement duly executed by Pubco, the Seller Representative and the Escrow Agent; (vii)receipt by Tiberius of the evidence of the termination and full satisfaction as of the Closing of any outstanding options, warrants or other convertible securities of IGI; and (viii)receipt by Tiberius of share certificates and other documents evidencing the transfer of the Purchased Shares to Pubco.

Anticipated Accounting Treatment

The transaction will be accounted for as a continuation of IGI in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Under this method of accounting, Tiberius will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on IGI comprising the ongoing operations of the combined company, IGI senior management comprising the senior management of the combined company, and the former owners and management of IGI having control of the board of directors following the consummation of the transaction by virtue of being able to appoint a majority of the directors of the combined company. In accordance with guidance applicable to these circumstances, the transaction will be treated as the equivalent of IGI issuing shares for the net assets of Tiberius, accompanied by a recapitalization. The net assets of Tiberius will be recorded at fair value. Operations prior to the transaction will be those of IGI from an accounting point of view.

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Regulatory Matters

The Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are not subject to any additional federal or state regulatory requirement or approval, except for (i)approvals and/or notifications from insurance regulatory authorities in the UnitedKingdom, Bermuda and the UAE, (ii)filings with the Registrar of Companies of Bermuda, (iii)approvals of and/or notifications to the Bermuda Monetary Authority (the “BMA”) under the provisions of the Exchange Control Act of 1972 of Bermuda and related regulations (the “Exchange Control Act”) and (iv)filings with the Secretary of State of the State of Delaware necessary to effectuate the transactions contemplated by the Business Combination Agreement. In addition, the Business Combination is contingent on (1)the SEC declaring effective a registration statement on FormF-4, of which this proxy statement/prospectus is a part, and (2)the Nasdaq Capital Market approving the listing of Pubco’s common shares.

The permission of the BMA is required, under the provisions of the Exchange Control Act, for all issuances and transfers of shares (which includes the Pubco common shares) of Bermuda companies to or from a non-resident of Bermuda for exchange control purposes, other than in cases where the BMA has granted a general permission. The BMA, in its notice to the public dated June1, 2005, granted a general permission for the issue and subsequent transfer of any securities of a Bermuda company from and/or to a non-resident of Bermuda for exchange control purposes for so long as any “Equity Securities” of the company (which would include the Pubco common shares) are listed on an “Appointed Stock Exchange” (which would include NASDAQ). In granting the general permission the BMA accepts no responsibility for Pubco’s or IGI’s financial soundness or the correctness of any of the statements made or opinions expressed in this proxy statement/prospectus. If Pubco’s shares are delisted from the Nasdaq Capital Market and not otherwise listed on an Appointed Stock Exchange, the issue and transfer of Pubco’s equity securities (which would include the Pubco common shares) would be subject to the prior approval of the BMA, unless the BMA has granted a general permission in respect of any such issue or transfer.

Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

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SELECTED HISTORICAL FINANCIAL INFORMATION

Tiberius

Tiberius is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

Tiberius’s balance sheet data as of September30, 2019 and statement of operations data for the nine months ended September30, 2019 are derived from Tiberius’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

Tiberius’s balance sheet data as of June30, 2019 and statement of operations data for the six months ended June30, 2019 are derived from Tiberius’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

Tiberius’s balance sheet data as of December31, 2018 and statement of operations data for the years ended December31, 2018 are derived from Tiberius’s audited financial statements included elsewhere in this proxy statement/prospectus.

Tiberius’s financial statements have been prepared in U.S. dollars in accordance with U.S. generally accepted accounting principles.

The information in this section is only a summary and should be read in conjunction with Tiberius’s financial statements and related notes and “Tiberius’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of Tiberius.

Selected Financial Information — Tiberius

	Nine months ended September 30, 2019			Six months ended June 30, 2019			Year ended December 31, 2018
	($) and amounts in millions except for per share data
Income Statement Data:
General and administrative expenses	$	(0.7	)	$	(0.4	)	$	(0.7	)
Interest income		3.0			2.1			2.7
Net income		1.8			1.4			1.6
Basic and diluted loss available to common shares		(0.08	)		(0.04	)		(0.06	)
Weighted average shares outstanding excluding shares subject to possible redemption– basic and diluted		5.7			5.7			5.2

	As of September 30, 2019			As of June 30, 2019		As of December 31, 2018
Balance Sheet:
Working capital (deficit)	$	(0.1	)	$	—	$	0.3
Investments and cash held in trust account		178.7			178.1		176.4
Total assets		178.9			178.3		176.9
Total liabilities		9.4			9.2		9.3
Common stock subject to possible redemption		164.5			164.1		162.6
Total stockholders’ equity		5.0			5.0		5.0

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IGI

IGI’s consolidated selected balance sheet data as of December31, 2018 and 2017 and consolidated selected income statement data for the years ended December31, 2018, 2017 and 2016 are derived from IGI’s audited financial statements included elsewhere in this proxy statement/prospectus.

IGI’s consolidated selected balance sheet data as of June30, 2019 and consolidated selected income statement data for the six months ended June30, 2019 and 2018 are derived from IGI’s unaudited financial statements included elsewhere in this proxy statement/prospectus. This interim financial data includes all adjustments considered necessary in management’s view for a fair presentation of the data contained therein.

IGI’s financial statements have been prepared in U.S. dollars in accordance with International Financial Reporting Standards as adopted by the International Accounting Standards Board.

The information in this section is only a summary and should be read in conjunction with IGI’s consolidated financial statements and related notes and “IGI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the full year future performance of IGI.

Selected Financial Information — IGI

	Year ended December 31,									Six months ended June 30,
	2016			2017			2018			2018			2019
	($) in millions except for ratio and per share data
Selected Income Statement Data:
Gross written premiums	$	232.3		$	275.1		$	301.6		$	166.1		$	186.3
Reinsurers’ share of insurance premiums		(82.7	)		(114.3	)		(98.2	)		(54.6	)		(49.0	)
Net written premiums		149.6			160.8			203.4			111.5			137.3
Net change in unearned premiums		8.2			(14.0	)		(20.1	)		(20.0	)		(33.8	)
Net premiums earned		157.9			146.7			183.3			91.5			103.5
Net claims and claim adjustment expenses		(71.5	)		(86.9	)		(85.3	)		(47.0	)		(55.4	)
Net policy acquisition expenses		(34.8	)		(36.2	)		(42.0	)		(21.5	)		(22.0	)
Net underwriting results		51.6			23.6			56.1			23.0			26.1
Total investment income, net(1)		8.8			10.3			9.1			5.4			6.0
Net realized gains/(losses) on investments		2.7			3.1			1.3			(0.4	)		0.4
Unrealized gains/(losses) on investments		0.8			0.1			(0.9	)		(0.1	)		1.0
General and administrative expenses		(31.3	)		(30.9	)		(35.4	)		(15.8	)		(18.5	)
Other income/expenses(2)		(0.8	)		(1.8	)		(1.2	)		(0.2	)		(0.3	)
(Loss) gain on foreign exchange		0.3			2.6			(3.4	)		(2.5	)		0.4
Profit before tax	$	32.0		$	7.0		$	25.6		$	9.4		$	15.1
Income tax		0.9			0.0			(0.1	)		—			(0.2	)
Profit for the period	$	32.9		$	7.0		$	25.5		$	9.4		$	14.9
Basic and diluted earnings per share attributable to equity holders		0.23			0.05			0.18			0.07			0.11
Net operating income(3)		29.4			1.3			28.6			12.4			13.0
Annualized return on average equity		11.5	%		2.3	%		8.5	%		6.3	%		9.8	%
Annualized net operatingreturn on average equity		10.3	%		0.4	%		9.5	%		8.3	%		8.6	%
Cash dividends per share	$	0.10		$	0.08		$	0.03		$	0.00		$	0.04

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	Year ended December 31,						Six months ended June 30,
	2016		2017		2018		2018		2019
Supplemental information:
Claims& claim expenses ratio(4)	45.3	%	59.2	%	46.5	%	51.4	%	53.5	%
Policy acquisition expenses ratio(5)	22.0	%	24.7	%	22.9	%	23.5	%	21.3	%