POS EX 1 s-1postamendcoverpage.htm POS EX Document

As filed with the Securities and Exchange Commission on March 14, 2022
Registration No. 333-259040 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Post-Effective Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
Hippo Holdings Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
Delaware677032- 0662604
(State or other jurisdiction of
incorporation or organization)		(Primary Standard Industrial
Classification Code Number)		(I.R.S. Employer
Identification Number)
150 Forest Avenue
Palo Alto, California 94301
(650) 294-8463
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
Tracy Bowden
General Counsel
Hippo Holdings Inc.
150 Forest Avenue
Palo Alto, California 94301
(650) 294-9463
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
Tad J. Freese
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
 
Approximate date of commencement of proposed sale of the securities to the public: From time to time after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) check the following box:  ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐


If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (333-259040)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer☐Accelerated filer☐
    
Non-accelerated filer☒Smaller reporting company☒
    
  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 7(a)(2)(B) of the Securities Act.  ☐
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission (the “Commission”) in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
 
 


EXPLANATORY NOTE

This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-1 of Hippo Holdings Inc. (File No. 333-259040), initially filed on August 24, 2021 and declared effective by the Commission on September 1, 2021 (the “Registration Statement”), is being filed as an exhibit-only filing solely to file a consent of Ernst & Young LLP with respect to its report dated March 14, 2022 relating to the financial statements of Hippo Holdings Inc. contained in its Annual Report on Form 10-K for the year ended December 31, 2021 and included in the Prospectus Supplement No. 2 dated March 14, 2022 filed pursuant to Rule 424(b)(3), filed herewith as Exhibit 23.1 (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement, and the Consent. The prospectus and the balance of Part II of the Registration Statement are unchanged hereby and have been omitted.


Part II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
The following exhibits are filed herewith or incorporated by reference herein:
EXHIBIT INDEX
Exhibit NumberDescription of Document
2.1*+
3.1*
3.2*
4.1*
4.2*
4.3*
5.1*
10.1*
10.2*
10.3*
10.4*


10.5*
10.6*# 
10.7*# 
10.8*# 
10.9*# 
10.10*#
10.11*#
10.12*#
10.13*#
10.14*#
10.15*#
10.16*# 
10.17*
10.18*
10.19*
10.20*


10.21*
10.22*
10.23*
10.24*
10.25*
10.26*
21.1*
23.1
23.2*
23.3*
23.4*
24.1* Power of Attorney (included on signature page).
101.INS*XBRL Instance Document*
101.SCH*XBRL Taxonomy Extension Schema Document*
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB*XBRL Taxonomy Extension Label Linkbase Document*
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document*
+Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Registrant agrees to furnish supplemental copies of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
#Management contract or compensatory plan or arrangement.
*Previously filed.


Signatures
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Palo Alto, State of California, on this 14th day of March, 2022.
HIPPO HOLDINGS INC.
By:/s/ Stewart Ellis
Name:Stewart Ellis
Title:Chief Financial Officer
(Principal Accounting Officer)




Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Assaf WandChief Executive Officer, Chairperson of the March 14, 2022
Assaf WandBoard (Principal Executive Officer)
/s/ Stewart EllisChief Financial OfficerMarch 14, 2022
Stewart Ellis(Principal Accounting Officer)
*President, DirectorMarch 14, 2022
Richard McCathron
*DirectorMarch 14, 2022
Amy Errett
*DirectorMarch 14, 2022
Eric Feder
*DirectorMarch 14, 2022
Lori Dickerson Fouché
*DirectorMarch 14, 2022
Hugh R. Frater
*DirectorMarch 14, 2022
Noah Knauf
*DirectorMarch 14, 2022
Sam Landman
*DirectorMarch 14, 2022
Sandra Wijnberg
*By:/s/ Stewart EllisMarch 14, 2022
Stewart Ellis
Attorney-in-fact