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): February 1, 2021
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 (as amended, 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 99.1 and incorporated into this Item 7.01 by reference is a copy of the press release issued on February 1, 2021 by Metromile announcing, among other things, the appointment of Ryan Graves to the board of directors of the combined company following the closing of the Transactions (the “Graves Appointment”).
Attached hereto as Exhibit 99.2 and incorporated into this Item 7.01 by reference is a blog post released by Metromile in connection with the Graves Appointment.
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 in connection with the Transactions and has mailed a definitive proxy statement/prospectus and other relevant documents to its stockholders. The Company’s stockholders and other interested persons are advised to read 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 contains important information about the Company, Metromile and the Transactions. The definitive proxy statement/prospectus was mailed to stockholders of the Company as of December 30, 2020. Stockholders may also obtain copies of the Registration Statement on Form S-4 and the proxy statement/prospectus, without charge 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, is included in the Registration Statement on Form S-4 and the definitive proxy statement/prospectus for the Transactions. Each of these documents is 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.”
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.
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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 provided in the Company’s proxy statement/prospectus. 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.
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.
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Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press Release dated February 1, 2021 | |
| 99.2 | Blog Post |
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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: February 1, 2021 | By: | /s/ John M. Butler |
| Name: | John M. Butler | |
| Title: | President and Chief Executive Officer | |
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Exhibit 99.1
Uber Veteran Ryan Graves to Invest $50 Million in Metromile, Will Join Board of Directors
Graves’ investment joins Chamath Palihapitiya’s Social Capital, Mark Cuban and leading institutional investors
SAN FRANCISCO — February 1, 2021 — Metromile, Inc., a leading digital insurance platform and pay-per-mile auto insurer, today announced Ryan Graves, Uber’s former senior vice president of global operations, intends to make a $50 million investment in the company personally and through his investment firm, Saltwater. Graves’ investment includes secondary purchases and participation in the previously announced PIPE transaction that will close alongside the merger with INSU Acquisition Corp. II (NASDAQ: INAQ). Graves will join Metromile’s board of directors following the business combination’s close.
Graves joins Chamath Palihapitiya’s Social Capital, Mark Cuban, and leading institutional investors to support Metromile’s growth plans as a public company.
Before founding Saltwater, from 2017 to 2019, Graves served on the board of directors of Uber Technologies, Inc. (“Uber”). He was Uber’s first employee, first chief executive officer, and a member of the founding team.
“Ryan has a remarkable reputation as an energetic and thoughtful business builder. His leadership and operating skills made Uber one of the fastest-growing companies of all time. As Metromile accelerates growth and scale, Ryan’s partnership will be immensely valuable to our Board and management team,” said Metromile Founder and Chairman David Friedberg. “We are thrilled to have him become an owner in the business and sit side-by-side our Board and management team as we execute our growth plans as a public company.”
“Metromile has a discipline and long-term orientation reminiscent of Berkshire Hathaway combined with the kind of truly transformative technology that initially attracted me to Uber. The founders and the management team are purpose-driven and have engineered a platform poised to change a massive industry meaningfully,” said Graves. “I spend my time and invest my capital in a concentrated way and aim to be an active partner to businesses that offer the ability to do that for decades to come. With this investment, I’m making the largest professional commitment I’ve made since Uber. Metromile is a rare find.”
“We are thrilled to have Ryan join Metromile,” said Metromile Chief Executive Officer Dan Preston. “He is an incredible operator and investor and appreciates how durable economics enables speed and scale. Ryan shares our belief that the automotive and auto insurance markets are rapidly digitizing, as new modes of transportation, autonomous vehicles and remote work rewrite how these industries will operate. With Ryan’s partnership, we intend to lead that change, helping consumers with fair prices and better experiences, while delivering for our shareholders along the way.”
Metromile, Inc. entered into a business combination agreement with INSU Acquisition Corp. II on November 24, 2020. Upon the business combination’s close, expected during the first quarter of 2021, Metromile, Inc. will become a wholly-owned subsidiary of INSU Acquisition Corp. II, renamed as Metromile Operating Company. INSU Acquisition Corp. II will be renamed Metromile, Inc., and is expected to remain listed on Nasdaq under the new ticker symbol “MILE.”
About Metromile
Metromile is a leading digital insurance platform in the United States. With data science as its foundation, Metromile offers real-time, personalized auto insurance policies by the mile, instead of the industry-standard approximations and estimates that have historically made prices unfair. Metromile’s digitally native offering is built around the modern driver’s needs, featuring automated claims, complimentary smart driving features and annual average savings of 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.
Important Information for Investors and Stockholders
In connection with the Business Combination between Metromile and INSU II, INSU II has filed with the SEC a definitive proxy statement / prospectus and has mailed 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 Business Combination. It is not intended to form the basis of any investment decision or any other decision in respect to the Business Combination. INSU II stockholders and other interested persons are advised to read 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 was mailed to INSU II stockholders as of the Record Date.
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 definitive proxy statement / prospectus.
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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 definitive proxy statement / prospectus. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction is included in the definitive proxy statement / prospectus.
Forward-Looking Statements
The information in this press release 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 “will,” “intend,” “expect,” “anticipate,” “believe,” 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, expectations related to the terms and timing of completing the transaction. These statements are based on various assumptions, whether or not identified in this press release, 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. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Metromile and INSU II. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political and legal conditions; the inability of the parties to successfully or timely consummate the Business Combination, including the risk that any required approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the Business Combination or that the approval of the stockholders of INSU II is not obtained; and those factors discussed in INSU II’s final prospectus filed on September 4, 2020, Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 and the Registration Statement, and the definitive proxy statement/prospectus contained therein, in each case, under the heading “Risk Factors,” and other documents of INSU II filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither INSU II nor Metromile presently know or that INSU II and Metromile currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect INSU II’s and Metromile’s expectations, plans or forecasts of future events and views as of the date of this press release. INSU II and Metromile anticipate that subsequent events and developments will cause INSU II’s and Metromile’s assessments to change. However, while INSU II and Metromile may elect to update these forward-looking statements at some point in the future, INSU II and Metromile specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing INSU II’s and Metromile’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Contacts
Investor Relations
Garrett Edson, ICR
ir@metromile.com
646-677-1889
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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Exhibit 99.2
Welcoming Ryan Graves to the Metromile Community
We started Metromile to create digital insurance for an increasingly digital world. We believe that auto insurance doesn’t work for many people: It overcharges 65% of drivers unfairly and isn’t customer-centric or adaptive to how people actually get around.
Ryan Graves, a member of Uber’s founding team, will be joining Metromile’s board of directors following the closing of their business combination with INSU Acquisition Corp. II for the same reason.
Ryan, who worked at Uber from its founding through its IPO, most notably as senior vice president of global operations, is the founder and CEO of Saltwater, an investment company focused on long-term growth and partnership. In addition to joining Metromile’s board, he invested in the company, alongside Chamath Palihapitiya’s Social Capital, Mark Cuban, and leading institutional investors.
We asked Ryan why he decided to join the Metromile community and the opportunities he sees ahead.
How did you hear about Metromile?
I’ve known about Metromile since my Uber days. I remember thinking: “Well, that’s a no brainer.” As the world has become increasingly dependent on data, I believe this transition has become even more obvious.
When I started investing, I picked up the 1968 Berkshire Hathaway shareholder letter, and I read every letter through 2017. I feel like I got this general education in the insurance business and a healthy alternative to the venture investment approach. It just landed. The way the value-oriented investor looks at a company and how Berkshire Hathaway establishes relationships with its operators just felt more like me. It’s quite fulfilling to be a partner and coach in those relationships and support incredible leaders.
I’m focused on how to use business and the investments that I make to be a platform for more than returns — to have an impact — and that’s why I leaned into Metromile.
Why did you choose to invest in insurance and Metromile specifically?
Insurance is a foundational financial tool in someone’s life. It can prevent bad scenarios and create opportunities.
We learned in 2020 that the world is unpredictable, and auto insurance is necessary to manage the risk that can take away opportunities, but it’s also an overhanging cost for many people. I saw this when we started Uber. In the old taxi model, a driver starts the week or month in the hole, and they’re working a certain number of hours just to break-even. They might only be making money for their work for 30% or 40% of their time driving.
Insurance is similar: Without pay-per-mile auto insurance, a driver might pay hundreds of dollars per month with flat-rate insurance before they even use their car. This is why I see Metromile as a tool to unlock financial freedoms for so many people.
What opportunities do you think are available in the insurance industry?
There’s certainly opportunity in the future of transportation. We all know that businesses grounded in technology and data science will be better positioned than the others. Metromile has that foundation, and I believe, is in a position to support the transition to an autonomous world rather than fight it.
Metromile understands that no two miles driven are alike. That’s fascinating to me. We can support the broadest range of autonomous driving and vehicles with more safety features. We can partner with car manufacturers who deliver this technology in contrast to incumbent insurance companies who might block progress in their self-interest. Fortunately, I’m very comfortable pushing back against incumbents.
I am also familiar with the telematics world through another investment and have found many great uses for the technology. It’s wild to me that many of us have an asset worth thousands of dollars, and it doesn’t have a kind of “find my phone” feature — that in and of itself is another no brainer. Another selling point for having connected insurance is just the awareness of where your vehicle is.
There’s immediate value in sharing data with Metromile — real value in dollars saved, unlike sharing data with big social media companies, where the value isn’t at all clear and may have detrimental societal impact, that is, if you’re a fan of democracy.
What are you most excited about for Metromile?
In my research and due diligence, I understand this number one thing about the industry: In insurance, growth is easy, but profit is hard. It all comes down to discipline.
When considering an investment, I like to flesh out how a company’s management team is wired. Are they “growth-at-all-cost” or timid and afraid of change? What are their incentives? I believe Metromile’s leadership team has the right balance of a growth mindset and the long-term view necessary for disciplined growth.
Metromile is a very long-term investment for me. Metromile focuses deeply on building substantive technology, customer service you can count on, and reinforcement of risk management discipline. It struck me that there is no way this business won’t be a beast in 10 years if they continue on this path. I don’t think people appreciate the size of the opportunity ahead for Metromile just yet, and that’s when I like to invest.
I came up in Uber, a hyper disruptive tech company, and as an investor, I started with the school of Warren Buffett and Charlie Munger. What I found in Metromile is the discipline of Berkshire Hathaway and the disruption of Uber, and that’s why I’m pumped to join this team. This combination of disruption through technology and a discipline through operations will certainly deliver a winner over the long haul.
Ryan Graves is the founder and CEO of Saltwater, his family office, incubation, and investment company. He serves on the boards of directors of charity:water, Pachama, Inc., and Fort Point Beer. Formerly, he served as a board director and the senior vice president of global operations at Uber Technologies Inc. from its founding to IPO. Graves was the first CEO and a member of Uber’s founding team.