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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~June 233. 2009

Inter-Atlantic Financial, Inc.
(Exact name of registrant as specified in its charter)


Delaware	001-33721	20-8237170
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


400 Madison Ave. New York, NY		10017
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 581-2000

Not Applicable (Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 8.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~Stock~~Attached ~~Purchase~~hereto ~~Agreement~~as Exhibit 99.1, which is incorporated herein by reference, is a copy of certain slides to be used in making a presentation to interested parties, including analysts, potential investors and stockholders regarding the proposed acquisition of Patriot Risk Management, Inc. by Inter-Atlantic Financial, Inc. This information is not “filed” pursuant to the Securities Exchange Act and is not incorporated by reference into any Securities Act registration statements. Additionally, the submission of this report on Form 8-K is not an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD. Any information in this report supersedes inconsistent or outdated information contained in earlier Regulation FD disclosures.

~~On April~~Item ~~23, 2009, Inter-Atlantic Financial, Inc~~9.~~, a Delaware corporation~~ 01(~~“IAN”~~d)~~, entered into a Stock Purchase Agreement (the “Agreement”) with Patriot Risk Management, Inc~~., aFinancial ~~Delaware~~Statements ~~corporation (“Patriot”),~~ and ~~the shareholders of Patriot who are a signatory to the Agreement, pursuant to which IAN agreed to acquire all of Patriot’s issued and outstanding capital stock~~Exhibits.

Pursuant to the terms of the Agreement, IAN will purchase all of Patriot’s issued and outstanding capital stock in consideration for (i) 6,900,000 shares of newly issued IAN Class B common stock, par value $0.0001 per share of common stock, and (ii) in the event that at any time after the closing but prior the fifth anniversary of the closing date of the transaction, the average closing trading price on the NYSE Amex (or on another national securities market on which the Company’s common stock is then quoted for trading) of IAN common stock for 20 consecutive trading days equals or exceeds the following per share amounts: (i) $12, (ii) $13, (iii) $14, (iv) $15 and (v) $16 per share then the consideration payable to the shareholders of Patriot shall be increased by an additional 1,000,000 shares of newly issued IAN Class B common stock for reaching each of the foregoing per share amounts. The holders of substantially all of Patriot’s issued and outstanding capital stock have agreed not to sell the IAN Class B common stock received in the transaction for a period of 12 months from the closing. IAN stockholders at the time of closing will become holders of Class A common stock, and such Class A common stock is anticipated to receive a dividend of $0.20 per share per quarter. Such Class A common stock is to receive an aggregate of $2.40 in dividends, inclusive of any quarterly dividends, on or prior to a change of control transaction or a liquidation. Class B Common Stock will not receive dividends.



Exhibit No.		Description


99.1		Slides used in presentation.

~~Item 8.01 Other Events.~~SIGNATURES

OnPursuant ~~April 24,~~to ~~2009,~~the ~~IAN~~requirements ~~issued~~of athe ~~press~~Securities ~~release~~Exchange ~~regarding~~Act of 1934, as amended, the ~~matters~~Registrant ~~described~~has induly ~~Item 1.01~~caused this ~~above.~~Report Ato ~~copy~~be ofsigned ~~the~~on ~~press release~~its isbehalf ~~attached~~by ~~hereto~~the asundersigned ~~Exhibit 99~~thereunto duly authorized.1.

2INTER-ATLANTIC FINANCIAL, INC.

~~IMPORTANT~~By: ~~ADDITIONAL~~/s/ ~~INFORMATION~~Andrew S. Lerner Andrew S. Lerner Chief Executive Officer

~~Additional~~Dated: ~~information about the transaction~~June 3, ~~including financial information and an informational slide show, is~~2009 ~~expected to be released in the near future. IAN will file with the Securities and Exchange Commission (“SEC”)~~ ~~all applicable documents including a preliminary proxy statement, and will mail a definitive proxy statement and~~ other relevant documents to IAN stockholders. A copy of these filings will be available when filed on the SEC website (http://www.sec.gov), and may also be found on the Inter-Atlantic Financial website at http://www.interatlanticfinancial.com/.

~~Item~~EXHIBIT ~~9.01(d) Financial Statements and Exhibits.~~INDEX

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated as of April 23, 2009, by and among Inter-Atlantic Financial Inc., Patriot Risk Management, Inc., and the shareholders of Patriot Risk Management, Inc. who are a signatory to the Agreement.*
99.1		Slides used in presentation.
99.1		Press Release dated April 24, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

INTER-ATLANTIC FINANCIAL, INC.

By: /s/ Andrew S. Lerner Andrew S. Lerner Chief Executive Officer

Dated: April 27, 2009

EXHIBIT INDEX

Exhibit No.		Description
2.1		Stock Purchase Agreement, dated as of April 23, 2009, by and among Inter-Atlantic Financial Inc., Patriot Risk Management, Inc., and the shareholders of Patriot Risk Management, Inc. who are a signatory to the Agreement.*
99.1		Press Release dated April 24, 2009.

* Schedules have been omitted and IAN agrees to furnish supplementally to the Commission a copy of any omitted schedules upon request.

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