8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 16, 2020

INSU ACQUISITION CORP. II

(Exact name of registrant as specified in its charter)

Delaware	001-39484	84-4916134
(State or other jurisdiction of  incorporation or organization)	(Commission File Number)	(I.R.S. Employer  Identification Number)

2929 Arch Street, Suite 1703 Philadelphia, PA	19104
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (215) 701-9555 

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 to the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	INAQ	Nasdaq Capital Market
Warrants, each to purchase one share of Class A Common Stock	INAQW	Nasdaq Capital Market
Units, each consisting of one share of Class A Common Stock and one- third of one Warrant	INAQU	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

As previously announced, on November 24, 2020, INSU Acquisition Corp. II (the “Company”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) by and among the Company, INSU II Merger Sub Corp. (“Merger Sub”), and MetroMile, Inc. (“Metromile”), which provides for, among other things, Merger Sub to be merged with and into Metromile with Metromile being the surviving corporation in the merger and a wholly owned subsidiary of the Company (the “Merger” and together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of the Transactions, Metromile and its various operating subsidiaries will become subsidiaries of the Company, with the former stockholders of Metromile becoming stockholders of the Company.

Attached hereto as Exhibit 99.l and incorporated into this Item 7.01 by reference are updated slides to the investor presentation originally furnished on November 24, 2020 that will be used by the Company in making presentations to certain existing and potential stockholders of the Company with respect to the Transactions. 

Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is a copy of the press release issued on December 16, 2020 by Metromile announcing, among other things, an update on third quarter 2020 financial metrics.

The information in this Item 7.01 (including Exhibits 99.1 and 99.2) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Additional Information About the Transactions and Where to Find It

The Company has filed with the SEC a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus, in connection with the Transactions and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Transactions because the proxy statement/prospectus will contain important information about the Company, Metromile and the Transactions. The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Transactions. Stockholders will also be able to obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: INSU Acquisition Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, Attn: Joseph W. Pooler, Jr.

Participants in Solicitation

The Company, Metromile and certain of their directors and officers may be deemed participants in the solicitation of proxies of the Company’s stockholders with respect to the approval of the Transactions. Information regarding the Company’s directors and officers and a description of their interests in the Company is contained in the Company’s final prospectus relating to its initial public offering, which was filed with the SEC. Additional information regarding the participants in the proxy solicitation, including Metromile’s directors and officers, and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Registration Statement on Form S-4 and  the definitive proxy statement/prospectus for the Transactions when available. Each of these documents is, or will be, available at the SEC’s website or by directing a request to the Company as described above under “Additional Information About the Transaction and Where to Find It.”

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In connection with the Transactions, at any time prior to the special meeting to approve the Transactions, certain existing Company stockholders, which may include certain of the Company’s officers, directors and other affiliates, may enter into transactions with stockholders and other persons with respect to the Company’s securities to provide such investors or other persons with incentives in connection with the approval and consummation of the Transactions. While the exact nature of such incentives has not yet been determined, they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware of any material nonpublic information regarding the Company, Metromile or their respective securities.

Forward Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "anticipate", "believe", “could”, “continue”, "expect", "estimate", “may”, "plan", "outlook", “future” and "project" and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to the Company’s or Metromile’s future prospects, developments and business strategies. In particular, such forward-looking statements include statements concerning the timing of the Transactions; the business plans, objectives, expectations and intentions of the public company once the transaction is complete, and Metromile’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These statements are based on the Company’s or Metromile’s management’s current expectations and beliefs, as well as a number of assumptions concerning future events.

Such forward-looking statements are subject to known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s or Metromile’s control that could cause actual results to differ materially from the results discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (2) the inability to complete the transactions contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or other conditions to closing in the Merger Agreement; (3) the ability of the public entity to meet Nasdaq’s listing standards following the Transactions; (4) the inability to complete the PIPE Investment; (5) the risk that the proposed transaction disrupts current plans and operations of Metromile as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and agents and retain its management and key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the business combination; (9) the possibility that Metromile may be adversely affected by other economic, business, regulatory and/or competitive factors; (10) the outcome of any legal proceedings that may be instituted against the Company, Metromile or any of their respective directors or officers, following the announcement of the potential transaction; and (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions. Additional factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements can be found in the Company’s final prospectus for its initial public offering, subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K, which are available, free of charge, at the SEC’s website at www.sec.gov, and are provided in the Registration Statement on Form S-4 and will be provided in the Company’s proxy statement/prospectus when available. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and the Company and Metromile undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

This communication is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in the Company and is not intended to form the basis of an investment decision in the Company. All subsequent written and oral forward-looking statements concerning the Company and Metromile, the proposed transaction or other matters and attributable to the Company and Metromile or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

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Disclaimer

This communication shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Investor Presentation
99.2	Press Release dated December 16, 2020

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INSU ACQUISITION CORP. II
Dated: December 16, 2020	By:	/s/ John M. Butler
	Name:	John M. Butler
	Title:	President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

All materials are confidential and property of 1

Disclaimer 2 All materials are property of This presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination (the “ proposed business combination ” ) between MetroMile, Inc. ( “ Metromile ” ) and INSU Acquisition Corp. II ( “ INSU II ” ) and related private placement financing (the “ Transactions ” ) and for no other purpose. No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent permitted by law in no circumstances will Metromile, INSU II or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this presentation have been obtained from third - party industry publications and sources as well as from research reports prepared for other purposes. Neither Metromile nor INSU II has independently verified the data obtained from these sources and cannot assure you of the data ’ s accuracy or completeness. This data is subject to change. In addition, this presentation does not purport to be all - inclusive or to contain all of the information that may be required to make a full analysis of Metromile or the Transactions. Viewers of this presentation should each make their own evaluation of Metromile and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. Forward - Looking Statements This presentation includes “ forward - looking statements ” within the meaning of the “ safe harbor ” provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward - looking statements may be identified by the use of words such as “ estimate, ” “ plan, ” “ forecast, ” “ expect, ” “ anticipate, ” “ believe, ” “ target ” “ project, ” “ intend, ” “ will, ” or “ seek, ” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward - looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, such as new policy life expectancy, revised 2020 forecast, and 2021 - 2024 outlook, as well as, projections of market opportunity and market share. These statements are based on various assumptions, whether or not identified in this presentation, and on the current expectations of Metromile ’ s and INSU II ’ s management and are not predictions of actual performance. These forward - looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward - looking statements are subject to a number of risks and uncertainties, including risks associated with regulatory changes; economic changes (nationally or on a market level), reinsurance markets, marketing success, competition, data breaches, continued technology development, partnerships, fraud claims, actual loss ratios (or any component parts), other expenses, or natural disaster, as well as Metromile ’ s ability to attract and retain customers and expand customers ’ use of Metromile ’ s services; the impact of the COVID - 19 pandemic on Metromile ’ s business and the global economy; the inability of the parties to successfully or timely consummate the proposed business combination, and those factors discussed in INSU II ’ s preliminary prospectus included in its registration statement on Form S - 4 filed with the Securities and Exchange Commission ( “ SEC ” ) on November 27, 2020 (the “ Registration Statement ” ) under the heading “ Risk Factors ” and elsewhere therein and in other documents of INSU II filed, or to be filed, with the SEC. If any of these risks materialize or any of Metromile ’ s assumptions prove incorrect, actual results could differ materially from the results implied by these forward - looking statements. There may be additional risks that Metromile does not presently know or that Metromile currently believes are immaterial that could also cause actual results to differ from those contained in the forward - looking statements. In addition, forward - looking statements reflect Metromile ’ s expectations, plans or forecasts of future events and views as of the date of this presentation. Metromile anticipates that subsequent events and developments will cause Metromile ’ s assessments to change. However, while Metromile may elect to update these forward - looking statements at some point in the future, Metromile specifically disclaims any obligation to do so. These forward - looking statements should not be relied upon as representing Metromile ’ s assessments as of any date subsequent to the date of this presentation. Accordingly, undue reliance should not be placed upon the forward - looking statements. Use of Projections This presentation contains projected financial information with respect to Metromile, namely the non - GAAP financial measures ( “ NGFM ” ) contribution profit and contribution margin, as well as projected revenue, operating profit, and the financial information including in reconciliation of NGFMs for 2020 - 2024, and other financial information included in Metromile ’ s long - term target operating model. Such projected financial information constitutes forward - looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such projected financial information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. See “ Forward - Looking Statements ” above. Actual results may differ materially from the results contemplated by the projected financial information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results reflected in such projections will be achieved. The independent registered public accounting firm of Metromile has not audited, reviewed, compiled, or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, does not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation.

Disclaimer (cont ’ d) 3 All materials are property of Some of the financial information and data contained in this presentation, such as contribution profit and contribution margin, and the financial information included in Metromile ’ s long - term target operating model, have not been prepared in accordance with generally accepted accounting principles in the United States ( “ GAAP ” ). Contribution profit, a NGFM, is defined as gross profit/(loss), excluding the effects of reinsurance arrangements on both total revenue and losses and loss adjustment expense. It also excludes enterprise software revenues, as well as amortization of internally developed software, devices, while including other policy servicing expenses. Metromile believes the resulting calculation is inclusive of the variable costs of revenue incurred to successfully service a policy, but without the volatility of reinsurance. Contribution margin is contribution profit divided by revenue, as adjusted in calculating contribution profit. Metromile uses contribution profit as a key measure of its progress towards profitability and to consistently evaluate the variable contribution to its business from insurance operations from period to period because it is the result of direct earned premiums, plus investment income earned at the insurance company, minus losses, loss adjustment expense, premium taxes, bad debt, payment processing fees, data costs, underwriting reports, and other costs related to servicing policies. These NGFMs have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, contribution profit and contribution margin should not be construed as an indicator of Metromile ’ s operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that it fails to address. Metromile cautions investors that NGFMs, by their nature, depart from traditional accounting conventions. Therefore, the use of NGFMs, such as contribution profit and contribution margin can make it difficult to compare Metromile ’ s current results with Metromile ’ s results from other reporting periods and with the results of other companies. The reconciliation of NGFMs for full years 2020 - 2024 is based on current estimations only and is not prepared in accordance with GAAP. Such information is inherently uncertain. You should review such information together with Metromile ’ s audited financial statements and the footnotes thereto, as well as the interim audited financial statements and the footnotes thereto, which are included in the Registration Statement. Additional Information About the Proposed Business Combination and Where To Find It The proposed business combination will be submitted to stockholders of INSU II for their consideration. INSU II filed the “ Registration Statement, which included both the preliminary and definitive proxy statements to be distributed to INSU II ’ s stockholders in connection with INSU II ’ s solicitation for proxies for the vote by INSU II ’ s stockholders in connection with the proposed business combination and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issued to Metromile ’ s stockholders in connection with the completion of the proposed business combination. After the Registration Statement has been declared effective, INSU II will mail a definitive proxy statement and other relevant documents to its stockholders as of the record date established for voting on the proposed business combination. INSU II's stockholders and other interested persons are advised to read, once available, the preliminary proxy statement / prospectus and any amendments thereto and, once available, the definitive proxy statement / prospectus, in connection with INSU II's solicitation of proxies for its special meeting of stockholders in lieu of its first annual meeting to be held to approve, among other things, the proposed business combination, because these documents will contain important information about INSU II, Metromile and the proposed business combination. Stockholders may also obtain a copy of the preliminary or definitive proxy statement, once available, as well as other documents filed with the SEC regarding the proposed business combination and other documents filed with the SEC by INSU II, without charge, at the SEC's website located at www.sec.gov or by directing a request to INSU II by telephone at (215) 701 - 9693 or at its principal executive offices at 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104. Participants in the Solicitation INSU II, Metromile, and certain of their respective directors and officers and other members of management and employees may be deemed participants in the solicitation of proxies of INSU II stockholders in connection with the proposed business combination under applicable SEC rules. INSU II stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of INSU II and Metromile in INSU II ’ s filings with the SEC. You can find more information about INSU II ’ s and Metromile ’ s directors and executive officers in the Registration Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to INSU II stockholders in connection with the proposed transaction will be set forth in the proxy statement / prospectus for the transaction when available. Stockholders, potential investors and other interested persons should read the proxy statement / prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from the sources indicated above. No Offer or Solicitation This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Trademarks This presentation contains trademarks, service marks, trade names and copyrights of Metromile and other companies, which are the property of their respective owners.

16.4% Contribution margin 58.2% Loss ratio $1,128 Average annual premium per policy Return to pre - COVID driving levels in Q3 while maintaining operating performance 70.4% New policy one - year retention 3.5 years Estimated new policy life expectancy A l l m a te r i a l s a r e pr o p e r ty of 4 4 All materials are property of

440 457 458 498 500 524 566 579 710 10 - Oct - 20 17 - Oct - 20 24 - Oct - 20 31 - Oct - 20 7 - Nov - 20 14 - Nov - 20 21 - Nov - 20 28 - Nov - 20 5 - Dec - 20 Week Ending New policies sold CPA 1 Realizing policy growth without increasing CPA 1 CPA defined as marketing spend for the week divided by new policies for the week A l l m a te r i a l s a r e pr o p e r ty of 4 5 All materials are property of

Revised 2020 forecast to surpass original plan 6 All materials are property of ($mm premiums earned) 2020E Original plan 2020E Updated plan % Change Full - year commentary Policies in force 91,944 92,253 0.3% Improved policy growth Premiums earned $101.5 $100.2 (1.3%) Lower earned premiums caused by lower miles driven Loss ratio 63.3% 59.8% 350 bps More accurate underwriting and lower frequency Contribution profit $11.3 $14.1 25% Benefitted from lower loss ratio Contribution margin 11. 1 % 13.9% 280 bps Increase in contribution margin in - line with decrease in loss ratio

All materials are property of 7 Updated full - year operating model reaffirming our plan for 2021 and beyond A Contribution Margin Positive: Q1 2019 B Op Margin (Less Acquisition Expense) Positive: Q2 2022 Op Margin Positive: YE 2023 C Note: All values represent non - GAAP measures, some (Direct Earned Premium, Direct Losses, Direct LAE, and Revenue from Enterprise Segment) which are derived from GAAP financial measures and some (Other Income, Servicing, EBS Specific Costs, Software Development and G&A, and Total Acquisition Expenses) which are unaudited. The underlying 2018 - 2019 GAAP financial measures are taken from Metromile, Inc. audited consolidated financial statements for the years ended December 31, 2018 and 2019. A reconciliation to Non - GAAP Contribution Profit can be found on slide 9. Certain totals or line items shown may not equal calculated sums due to rounding. 1 Other Income is comprised of interest income, cross - sell, and referral income. Metromile, Inc. All values in $M, except Policy and Avg Prem Ending Policies (unaudited metric) Act ua l O ut look 2 0 1 6 4 1 , 0 98 2 0 1 7 5 6 , 2 6 8 2 0 1 8 8 1 , 5 0 4 2 0 1 9 88 , 0 99 2020 9 2 , 2 53 2 0 21 1 2 8 , 8 6 4 2022 2 3 5 , 8 39 2 0 23 44 6 , 8 20 2 0 24 6 9 6 , 2 7 7 Ending Bal - Annualized Prem (unaudited metric) 44 .0 6 3.0 9 7 .0 1 0 6 .0 1 0 3.0 1 7 6 .0 3 2 8 .0 6 8 6 .0 1 , 0 9 9 .0 P&L Direct Earned Premium (MIC only) Other Income 1 Insurance Revenue 82 .1 0 . 2 8 2.3 1 02.2 1 .0 1 0 3.3 1 00 . 2 1 .5 1 0 1 .7 1 4 0 .6 1 .5 1 42.1 253.2 4 .2 2 5 7.4 523.6 11 .4 5 3 5 .0 9 01 .8 2 9 .3 9 3 1 .1 Direct Losses Direct LAE Servicing 6 7.7 1 2.0 11 .2 7 4 .7 1 2.8 1 4 .2 5 9 .9 1 3.3 1 4 .3 9 5 .5 1 6 .5 1 3.9 1 6 8.3 2 4 .7 20.0 337.3 4 0 . 2 3 4 .0 5 6 4 .3 6 1 .2 50 . 5 Co nt r i b ut ion P r of i t ( 8 .6) 1 .5 A 1 4. 1 1 6 .2 44 .5 1 2 3 .5 2 5 5 .1 Revenue from Enterprise Segment - EBS Specific Costs, Software Development and G&A 32.7 0 . 8 4 5 . 1 5 . 6 4 2.4 1 2.4 4 9 .3 2 1 .7 6 3.1 33.7 70 . 2 4 8.3 78.5 O p e r a t i n g P r of i t B e f ore Ac q u i s i t ion E x p e nse (4 1 .2) (42. 8 ) ( 2 2 .7) ( 2 0 .7) 3.1 B 8 7.1 2 2 5 .0 Tota l A cq u i si t i on E x pen s e s ( c a s h ba s i s v i ew ) 2 4 .4 27.0 1 3.6 20.0 4 6 .7 9 4 .9 1 28 .0 O p e r a t i n g P r of i t A f t e r Ac q u i s i t ion E x p e nse ( 6 5 .7) ( 6 9. 8 ) ( 3 6 .3) (40. 8 ) (43.6) (7. 8 ) C 9 7 .0

Appendix 8 All materials are property of

Non - GAAP reconciliations 9 All materials are property of Note: FY 2018 and 2019 financial results taken from Metromile, Inc. ’ s audited consolidated financial statements. Quarterly information from 1Q20 and 2Q20 was derived from Metromile ’ s interim unaudited consolidated financial statements, which were not reviewed under PCAOB standards. Quarterly information from 3Q20 was derived from Metromile ’ s interim unaudited consolidated financial statements, which were subject to review under PCAOB standards. Certain totals or line items shown may not equal calculated sums due to rounding. 1 Includes amortization of capitalized software and policy servicing expense and other 2 Addition of reinsurance economics to go from Net premiums to Direct premiums, deduction of enterprise segment revenue, and addition of interest income and other 3 Deduction of reinsurance economics to go from Net Loss and LAE to Direct Loss and LAE, amortization of internally developed software, device costs, and other policy servicing costs All values in $M, except percentages 2018 2019 1 Q 2 0 2 Q 2 0 3 Q 2 0 Total GAAP Revenue 54.3 52.8 8 . 7 7 . 4 8 . 3 Loss and LAE ( 40 . 7 ) ( 30 . 8 ) ( 5 . 4 ) ( 2 . 4 ) ( 4 . 4 ) Other Insurance Expense 1 ( 23 . 1 ) ( 26 . 9 ) ( 7 . 3 ) ( 6 . 9 ) ( 6 . 9 ) GAAP Gross Profit / (Loss) ( 9 . 5 ) ( 4 . 9 ) ( 4 . 0 ) ( 1 . 9 ) ( 3 . 0 ) GAAP Gross Margin ( 17 . 5 % ) ( 9 . 4 % ) ( 46 . 4 % ) ( 25 . 3 % ) ( 36 . 9 % ) Adjustment to Revenue 2 28.0 50.5 16 . 5 15 . 3 19 . 0 Adjustment to Cost of Revenue 3 ( 27 . 1 ) ( 44 . 0 ) ( 10 . 8 ) ( 8 . 6 ) ( 11 . 5 ) Non - GAAP Contribution Profit ( 8 . 6 ) 1.5 1 . 7 4 . 9 4 . 5 Non - GAAP Contribution Margin ( 10 . 4 % ) 1.5% 6.6% 21.5% 16.4%

Non - GAAP reconciliations 10 All materials are property of Note: GAAP Gross Profit is defined as GAAP revenue less Losses, LAE and other insurance expenses; Adjusted Gross Profit is shown for illustrative purposes only and is not a metric Metromile uses to evaluate its financial performance; Contribution Profit is the measure Metromile uses to manage its business. Certain totals or line items shown may not equal calculated sums due to rounding. 1 Other policy servicing costs include payment processing costs, personnel costs and allocated overhead 2 Addition of reinsurance economics to go from Net premiums to Direct premiums. Represents the net benefit of onboarding fee income (2018 to 2021 only), ceded premiums, and profit commissions related to quota share arrangements with reinsurers 3 Includes interest income and bad debt expense 4 Deduction of reinsurance economics to go from Net Loss and LAE to Direct Loss and LAE. Represents ceded losses and LAE related to quota share arrangements with reinsurers All values in $M 2018A 2019A 2020E 2021E 2022E 2023E 2024E GAAP Gross Profit ( 9 . 5 ) ( 4 . 9 ) ( 11 . 5 ) 7.7 30 . 9 100 . 5 221 . 9 Amortization of Internally Developed Software 9 . 5 10 . 6 9 . 9 9.8 11 . 6 12 . 1 12 . 7 Device Costs 3 . 2 3 . 9 3 . 9 5.5 7 . 8 11 . 1 14 . 2 Other Policy Servicing 1 7 . 0 8 . 3 9 . 2 8.6 12 . 7 20 . 2 27 . 9 Non - GAAP Adjusted Gross Profit 10 . 2 17 . 9 11 . 6 31.7 63 . 0 144 . 0 276 . 7 Revenue Adjustments Related to Reinsurance 2 27 . 8 49 . 4 71 . 9 83.0 140 . 2 276 . 0 459 . 2 Revenue from Enterprise Segment - ( 0 . 8 ) ( 5 . 6 ) (12.4) ( 21 . 7 ) ( 33 . 7 ) ( 48 . 3 ) Interest Income and Other 3 0 . 2 1 . 9 2 . 1 (1.1) 1 . 6 2 . 6 1 . 0 Adjustment to Revenue 28 . 0 50 . 5 68 . 4 69.5 120 . 1 244 . 9 411 . 9 Loss and LAE Adjustments Related to Reinsurance 4 ( 39 . 2 ) ( 56 . 7 ) ( 55 . 8 ) (75.7) ( 125 . 4 ) ( 245 . 3 ) ( 406 . 6 ) Other Policy Servicing 1 ( 7 . 0 ) ( 8 . 3 ) ( 9 . 2 ) (8.6) ( 12 . 7 ) ( 20 . 2 ) ( 27 . 9 ) Bad Debt , Report Costs and Other Expenses ( 0 . 6 ) ( 1 . 8 ) ( 0 . 9 ) (0.8) ( 0 . 5 ) 0 . 2 0 . 9 Net Adjustment to Cost of Revenue ( 46 . 8 ) ( 66 . 9 ) ( 65 . 9 ) (85.1) ( 138 . 6 ) ( 265 . 3 ) ( 433 . 5 ) Non - GAAP Contribution Profit ( 8 . 6 ) 1 . 5 14 . 1 16.2 44 . 5 123 . 5 255 . 1

Condensed Income Statement 11 All materials are property of All values are in $M Consolidated Statements of Operations 2018A 2019A Revenue Premiums earned, net $33 . 8 $23 . 8 Interest income 1 . 4 1 . 9 Other revenue 1 19 . 1 27 . 1 Total revenue 54 .3 52 .8 Losses and loss adjustment expense 40 . 7 30 . 8 Policy servicing expense and other 13 . 6 16 . 3 Amortization of capitalized software 9 . 5 10 . 6 Gross profit ( 9 . 5 ) ( 4 . 9 ) Operating expenses Sales, marketing and other acquisition costs 18 . 2 24 . 0 Research and development 6 . 4 9 . 1 Other operating expense 14 . 6 18 . 9 Loss from operations ( 48 . 7 ) ( 56 . 8 ) Other expenses 0 . 8 0 . 3 Net loss before tax ( 49 . 5 ) ( 57 . 2 ) Net loss after tax ( $49 . 4 ) ( $57 . 2 ) Total comprehensive loss 2 ( $49 . 4 ) ( $57 . 2 ) Note: Condensed financial results have been derived from Metromile, Inc. ’ s audited consolidated financial statements as of December 31, 2018 and 2019. 1 Other revenue consists of enterprise revenue, commission on NGI policies, and revenue related to policy acquisition costs 2 Total comprehensive loss includes the impact of taxes and unrealized net gain on marketable securities

Condensed Balance Sheet 12 All materials are property of Note: Condensed financial position has been derived from Metromile, Inc. ’ s audited consolidated financial statements as of December 31, 2018 and 2019. 1 Reinsurance recoverable on paid and unpaid losses 2 Other assets includes prepaid expenses and other assets, deferred policy acquisition costs, net and receivable for securities 3 Other liabilities includes payables to carriers – premiums and LAE net, deferred revenue, accounts payable and accrued expenses , payable for securities, deferred tax liabilities, warrant liability, and other liabilities All values are in $M Assets 2018A 2019A Cash, restricted cash, and cash equivalents $112 . 8 $42 . 9 Marketable securities and restricted marketable securities $3 . 2 $46 . 3 Premiums receivable 15 . 6 16 . 6 Reinsurance recoverable 1 25 . 2 41 . 4 Prepaid reinsurance premium 8 . 8 12 . 9 Accounts receivable 5 . 7 5 . 6 Website and software development costs, net 15 . 0 16 . 5 Intangible assets, net 7 . 5 7 . 5 Telematics devices, improvements and equipment, net 6 . 9 10 . 6 Other assets 2 6 . 2 10 . 2 Total assets $206 .8 $210 .5 Liabilities, convertible preferred, and stockholder's deficit 2018A 2019A Loss and loss adjustment expense reserves $41 . 2 $52 . 2 Ceded reinsurance premium payable 23 . 0 36 . 9 Unearned premium reserve 14 . 1 15 . 2 Notes payable 1 . 6 24 . 1 Other liabilities 3 10 . 9 20 . 6 Total liabilities $90 .9 $149 .0 Convertible preferred stock 304 . 5 304 . 5 Total stockholder's deficit ( $188 . 6 ) ( $243 . 0 ) Total liabilities, convertible preferred, and stockholder's deficit $206 .8 $210 .5

Condensed Statement of Cash Flows All values are in $M promotional activities 13 All materials are property of Note: Condensed cash flow information has been derived from Metromile, Inc. ’ s audited consolidated financial statements as of December 31, 2018 and 2019. Certain totals or line items shown may not equal calculated sums due to rounding. 1 Changes in operating assets and liabilities includes premiums receivable, accounts receivable, reinsurance recoverable on paid loss, reinsurance recoverable on unpaid loss, prepaid reinsurance premium, prepaid expenses and other assets, deferred policy acquisition costs net, accounts payable and accrued expenses, ceded reinsurance premium payable, loss and loss adjustment expense reserves, payable to carriers – premiums and LAE net, unearned premium reserve, deferred revenue, deferred tax liability, and other liabilities 2 Other cash flows include change in fair value of warrant liability, amortization of debt issuance costs, noncash interest and other expenses, stock - based compensation, telematic devices unreturned and used in Cash flows from operating activities 2018A 2019A Net loss ( $49 . 4 ) ( $57 . 2 ) Adjustments to reconcile net loss to cash used in operating activities Depreciation and amortization 14 . 3 15 . 7 Changes in operating assets and liabilities 1 4 . 6 8 . 5 Other 2 2 . 3 2 . 3 Net cash used in operating activities ( $28 . 2 ) ( $30 . 7 ) Cash flows from investing activities 2018A 2019A Purchases of telematics devices, improvements, and equipment ( $5 . 2 ) ( $8 . 0 ) Payments relating to capitalized website and software development costs ( 10 . 2 ) ( 12 . 2 ) Purchase of securities ( 172 . 8 ) ( 204 . 0 ) Sales and maturities of marketable securities 184 . 4 160 . 9 Net cash used in investing activities ( $3 . 8 ) ( $63 . 3 ) Cash flows from financing activities 2018A 2019A Proceeds from notes payable - $24 . 4 Payment on notes payable ( 3 . 2 ) ( 1 . 7 ) Proceeds from insurance of convertible preferred stock - Series E, net of issuance cost 90 . 5 - Proceeds from exercise of comon stock options and warrants 0 . 6 1 . 3 Net cash provided by financing activities $87 .8 $24 .1 Net increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents $55 .8 ( $69 . 9 )

EX-99.2

Exhibit 99.2

Metromile Raises Policies in Force and Contribution Profit Expectations for Full Year
2020, Provides Update on Third Quarter 2020 Financial Metrics and Reaffirms Outlook for 2021-2024

- 2020 Year-End Policies in Force Projected to be 92,253 vs. 91,944 Prior Forecast -

- Full Year 2020 Contribution Profit Forecast Now $14.1M vs. $11.3M Prior Forecast -

- Full Year 2020 Loss Ratio Forecast Now 59.8% vs. 63.3% Prior Forecast -

SAN FRANCISCO – December 16, 2020 – Metromile, Inc. (“Metromile”), a leading digital insurance platform and pay-per-mile auto insurer, today provided a supplemental financial presentation with key financial metrics from the third quarter of 2020, an update on its previously provided 2020 year-end financial forecast, and reaffirming the company’s previously provided 2021-2024 financial forecast. The supplemental presentation can be found at Metromile’s investor relations site.

“We are pleased with our results in the third quarter of 2020. Our focus on delivering strong unit economics through data science-driven underwriting and claims automation continued to support our financial performance,” said Dan Preston, Chief Executive Officer of Metromile. “Our annualized premium per policy returned to near pre-COVID levels, while we continued to trend ahead of our long-term target loss ratio."

“Further, we recently entered into a business combination agreement with INSU Acquisition Corp. II (NASDAQ: INAQ) that allows us to bring our vision of transforming auto insurance to the public markets,” added Preston. “We expect that this transaction will enable us to strengthen our balance sheet to achieve our growth objectives and cash flow profitability, as shared in our investor presentation. With our considerable improvements in reducing our customer acquisition costs over the past couple of years, we have increased our marketing spend and are actively pursuing growth initiatives that we believe will allow us to achieve our growth targets for 2021 and beyond.”

“In the fourth quarter, we’ve had a consistent increase in policy sales, in line with our expectations, and kept our acquisition costs relatively stable. We believe this is a positive indicator that our model, scalable customer acquisition engine and new Ride Along™ app are working as designed. We’re providing significant savings to more drivers and executing toward our long-term vision to deliver the fairest, most individualized auto insurance nationwide,” concluded Preston.

Third Quarter 2020 Key Financial Metrics

● Average annual premium per policy of $1,128, compared to $995 in the second quarter of 2020, returning to pre-COVID levels.

● Loss ratio of 58.2%, compared to 71.4% in the third quarter of 2019.

● Contribution profit of $4.5 million, a $3.8 million increase compared to $0.7 million in the prior-year period.

● Contribution margin of 16.4%, a 1,400 basis point improvement compared to 2.4% in the prior-year period.

● One-year new policy retention of 70.4%, compared to 63.1% in the second quarter of 2020.

● Average new customer lifetime is projected to be 3.5 years as of September 30, 2020, compared to 3.4 years as of June 30, 2020.

Fourth Quarter 2020 Update – Returning to Top-Line Growth

● Due to Metromile’s significant improvements in reducing its customer acquisition cost, it is increasing fourth quarter 2020 marketing spend to execute its growth plan for 2021.

● Produced nine consecutive weeks of sequential increases in weekly policy sales in the fourth quarter to date (over 4,700 total new policies in force), while cost per acquisition has remained relatively stable.

Full Year 2020 Forecast Update; Reaffirming Outlook for Full Year 2021 to 2024

Metromile has reaffirmed its initial outlook for the full years 2021 to 2024 and updated its full year 2020 outlook as follows:

● Policies in Force - 92,253 policies expected to be in force at year-end 2020, compared to its initial projection of 91,944.

● Direct Premiums Earned – $100.2 million of direct premiums expected to be earned, compared to its initial projection of $101.5 million, due to lower miles driven related primarily to the ongoing pandemic.

● Loss Ratio – Full year loss ratio expected to be 59.8%, an expected 350 basis point improvement compared to Metromile’s initial projection of 63.3%, due primarily to improved underwriting and lower claims frequency.

● Contribution Profit – Full year contribution profit expected to be $14.1 million, a 25% increase compared to the original investor presentation forecast of $11.3 million, driven by the expected improvement in loss ratio.

● Contribution Margin – Full year contribution margin expected to be 13.9%, an expected 280 basis point improvement compared to the original investor presentation forecast of 11.1%, driven by the expected improvement in loss ratio.

Business Combination Transaction

On November 24, 2020, Metromile entered into a business combination agreement with INSU Acquisition Corp. II (“INSU II”). The business combination is expected to close during the first quarter of 2021. Upon closing of the transaction, Metromile will become a wholly-owned subsidiary of INSU II renamed as Metromile Operating Company, the combined publicly-traded company will be renamed Metromile, Inc. and is expected to remain listed on NASDAQ under the new ticker symbol “MILE”.

Investor Presentation

The supplemental investor presentation and an updated version of the full investor presentation is available at www.metromile.com/investor-relations and filed with the SEC as an exhibit to a Current Report on Form 8-K, and available on the SEC website at www.sec.gov.

About Metromile

Metromile is a leading digital insurance platform in the United States. With data science as its foundation, Metromile offers its insurance customers real time, personalized auto insurance policies, priced and billed by the mile, with rates based on precisely how and how much they actually drive, instead of using the industry standard approximations and estimates that make prices unfair for most customers. Through Metromile’s digitally native offering, built around the needs of the modern driver, its per-mile insurance policies save customers, on average, 47% over what they were paying their previous auto insurer.

In addition, through Metromile Enterprise, it licenses its technology platform to insurance companies around the world. This cloud-based software as a service enables carriers to operate with greater efficiency, automate claims to expedite resolution, reduce losses associated with fraud, and unlock the productivity of employees.

For more information about Metromile, visit www.metromile.com and enterprise.metromile.com.

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Non-GAAP Financial Measures

Some of the financial information and data contained in this presentation, such as contribution profit and contribution margin have not been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and are non-GAAP financial measures (“NGFMs”). Contribution profit, a NGFM, is defined as gross profit/(loss), excluding the effects of reinsurance arrangements on both total revenue and losses and loss adjustment expense. It also excludes enterprise software revenues, as well as amortization of internally developed software, devices, while including other policy servicing expenses. Metromile believes the resulting calculation is inclusive of the variable costs of revenue incurred to successfully service a policy, but without the volatility of reinsurance. Metromile uses contribution profit/(loss) as a key measure of its progress towards profitability and to consistently evaluate the variable contribution to its business from insurance operations from period to period because it is the result of direct earned premiums, plus investment income earned at the insurance company, minus losses, loss adjustment expense, premium taxes, bad debt, payment processing fees, data costs, underwriting reports, and other costs related to servicing policies. Contribution margin, a NGFM, is [contribution profit divided by adjusted revenue]. These NGFMs have not been calculated in accordance with GAAP and should be considered in addition to results prepared in accordance with GAAP and should not be considered as a substitute for, or superior to, GAAP results. In addition, contribution profit and contribution margin should not be construed as indicators of Metromile’s operating performance, liquidity or cash flows generated by operating, investing and financing activities, as there may be significant factors or trends that it fails to address. INSU II and Metromile caution investors that NGFMs, by their nature, depart from traditional accounting conventions. Therefore, the use of NGFMs, such as contribution profit and contribution margin can make it difficult to compare Metromile’s current results with Metromile’s results from other reporting periods and with the results of other companies. The reconciliation of NGFMs for full years 2020-2024 is based on current estimations only and is not prepared in accordance with GAAP. Such information is inherently uncertain.

Forward-Looking Statements

This document includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “estimate,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements include estimated financial and operating information, including forecast policies in force, direct premiums earned, loss ratio, gross loss and gross margin, contribution profit and contribution margin, statements regarding growth expectations, the proposed business combination with INSU II, the anticipated closing and effects thereof, as well as continued listing on the Nasdaq. Such forward looking statements are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) uncertainty and unpredictability associated with forecasting financial information, which can be negatively affected by unforeseen events, including with respect to changes in the legal and regulatory environment in which Metromile operates, as well as events impacting customer acquisition and product usage, including COVID-19, (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement and the proposed business combination contemplated thereby; (3) the inability to complete the business combination due to the failure to obtain approval of the stockholders of INSU II or other conditions to closing in the transaction agreement; (4) the ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the business combination agreement; (5) the risk that the proposed business combination disrupts Metromile’s current plans and operations ; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; (9) the possibility that Metromile. may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the SEC by INSU II. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Metromile undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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Important Information for Investors and Stockholders

In connection with the proposed business combination between Metromile and INSU II, INSU II has filed with the SEC a preliminary proxy statement / prospectus and will mail a definitive proxy statement / prospectus and other relevant documentation to INSU II stockholders. This document does not contain all the information that should be considered concerning the proposed business combination. It is not intended to form the basis of any investment decision or any other decision in respect to the proposed business combination. INSU II stockholders and other interested persons are advised to read, when available, the preliminary proxy statement / prospectus and any amendments thereto, and the definitive proxy statement / prospectus in connection with INSU II’s solicitation of proxies for the special meeting to be held to approve the transactions contemplated by the proposed business combination because these materials will contain important information about Metromile, INSU II and the proposed transactions. The definitive proxy statement / prospectus will be mailed to INSU II stockholders as of a record date to be established for voting on the proposed business combination when it becomes available. Stockholders will also be able to obtain a copy of the preliminary proxy statement / prospectus and the definitive proxy statement / prospectus once they are available, without charge, at the SEC’s website at http://sec.gov or by directing a request to: Joe Pooler, Chief Financial Officer and Treasurer, INSU Acquisition Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104.

This document shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed business combination.

Participants in the Solicitation

INSU II, Metromile, and their respective directors and officers may be deemed participants in the solicitation of proxies of INSU II stockholders in connection with the proposed business combination. INSU II stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of INSU II and of Metromile in INSU II’s registration statement on Form S-4 filed with the SEC on November 27, 2020.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to INSU II stockholders in connection with the proposed business combination is set forth in the proxy statement / prospectus for the transaction. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction is included in the proxy statement / prospectus included in the registration statement on Form S-4 that INSU II filed with the SEC on November 27, 2020.

Contacts

Investor Relations

Garrett Edson, ICR

ir@metromile.com

646-277-1889

Public Relations

Rick Chen, Metromile

Doug Donsky, ICR

press@metromile.com

415-676-7744

INSU II and Cohen & Company

Amanda Abrams

aabrams@cohenandcompany.com

215-701-9693

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Non-GAAP Reconciliation

(All values in $M, except percentages)	Q3 19			Q3 20
Total GAAP Revenue	$	14.1		$	8.3
Loss and LAE		(7.0	)		(4.4	)
Other Insurance Expense1		(7.1	)		(6.9	)
GAAP Gross Profit / (Loss)		(0.0	)		(3.0	)
GAAP Gross Margin		-0.3	%		-36.9	%
Adjustment to Revenue2		13.3			19.0
Adjustment to Cost of Revenue3		(12.6	)		(11.5	)
Non-GAAP Contribution Profit	$	0.7		$	4.5
Non-GAAP Contribution Margin		2.4	%		16.4	%

¹ Includes amortization of capitalized software and policy servicing expense and other

² Addition of reinsurance economics to go from Net premiums to Direct premiums, deduction of enterprise segment revenue, and addition of interest income and other

³ Deduction of reinsurance economics to go from Net Loss and LAE to Direct Loss and LAE, amortization of internally developed software, device costs, and other policy servicing costs

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