Schedule 13G

Names of Reporting Persons

Alexander Mitchell

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

United States of America

0001193125-20-240115.txt : 20200904 0001193125-20-240115.hdr.sgml : 20200904 20200904163057 ACCESSION NUMBER: 0001193125-20-240115 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200904 DATE AS OF CHANGE: 20200904 GROUP MEMBERS: ALEXANDER MITCHELL GROUP MEMBERS: SCOPUS ADVISORS, LLC GROUP MEMBERS: SCOPUS CAPITAL, INC. GROUP MEMBERS: SCOPUS FUND LTD. GROUP MEMBERS: SCOPUS PARTNERS II, L.P. GROUP MEMBERS: SCOPUS PARTNERS, L.P. GROUP MEMBERS: SCOPUS VISTA FUND LTD. GROUP MEMBERS: SCOPUS VISTA PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Insurance Acquisition Corp. CENTRAL INDEX KEY: 0001762322 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 825325852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90966 FILM NUMBER: 201162138 BUSINESS ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 BUSINESS PHONE: 2157019671 MAIL ADDRESS: STREET 1: 2929 ARCH STREET STREET 2: SUITE 1703 CITY: PHILADELPHIA STATE: PA ZIP: 19104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOPUS ASSET MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001317583 IRS NUMBER: 134000532 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 717 FIFTH AVE, 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-251-3295 MAIL ADDRESS: STREET 1: 717 FIFTH AVE, 21ST FL CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: SCOPUS ASSET MANAGEMENT, LLC DATE OF NAME CHANGE: 20050214 SC 13G 1 d49759dsc13g.htm SCHEDULE 13G Schedule 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )

Insurance Acquisition Corp.

(Name of Issuer)

Class A Common Stock, $0.0001 par value per share

(Title of Class of Securities)

457867 109

(CUSIP Number)

August 25, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 457867 109

CUSIP No. 457867 109

CUSIP No. 457867 109

CUSIP No. 457867 109

CUSIP No. 457867 109

CUSIP No. 457867 109

CUSIP No. 457867 109

CUSIP No. 457867 109

CUSIP No. 457867 109

Item 1.

(a)

Name of Issuer:

Insurance Acquisition Corp. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

2929 Arch Street, Suite 1703

Philadelphia, PA 19104

Item 2.

(a)

Name of Person Filing:

This statement is filed by Mr. Alexander Mitchell; Scopus Capital, Inc. (“SCI”); Scopus Asset Management, L.P. (“SAMLP”); Scopus Advisors, LLC (“SALLC”); Scopus Partners, L.P. (“SPLP”); Scopus Partners II, L.P. (“SPIILP”); Scopus Vista Partners, L.P. (“SVPLP”); Scopus Fund Ltd. (“SFL”); and Scopus Vista Fund Ltd. (“SVFL,” and together with Mr. Mitchell, SCI, SAMLP, SALLC, SPLP, SPIILP, SVPLP and SFL, the “Reporting Persons”).

(b)

Address of Principal Business Office or, if none, Residence:

For each Reporting Person:

717 Fifth Ave., 21st Floor

New York, New York 10022

(c)

Citizenship:

For each Reporting Person other than Mr. Mitchell, SFL and SVFL, Delaware.

For Mr. Mitchell, United States of America

For SFL and SVFL, British Virgin Islands.

(d)

Title of Class of Securities:

Class A Common Stock, $0.0001 par value per share (“Class A Common Stock”)

(e)

CUSIP Number:

457867 109

Item 3.

If this statement is filed pursuant to §§240.13d-l(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4.

Ownership

The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Statement.

The percent of class represented by the amount beneficially owned by each Reporting Person is based on 15,490,000 shares of Class A Common Stock outstanding as of August 13, 2020, as indicated by the Issuer’s Form 10-Q filed with the

Securities and Exchange Commission on August 13, 2020.

The beneficial ownership of SPLP consists of 81,986 shares of Class A Common Stock held by SPLP. The beneficial ownership of SPIILP consists of 124,335 shares of Class A Common Stock held by SPIILP. The beneficial ownership of SVPLP consists of 1,034,397 shares of Class A Common Stock held by SVPLP. The beneficial ownership of SFL consists of 46,062 shares of Class A Common Stock held by SFL. The beneficial ownership of SVFL consists of 63,220 shares of Class A Common Stock held by SVFL.

SALLC is the general partner of each of SPLP, SPIILP and SVPLP and is deemed to have beneficial ownership of the Class A Common Stock beneficially owned by each such entity. SAMLP is the investment advisor to each of SPLP, SPIILP, SVPLP, SFL and SVFL and is deemed to have beneficial ownership of the Class A Common Stock beneficially owned by each such entity. SCI is the general partner of SAMLP and is deemed to have beneficial ownership of the Class A Common Stock beneficially owned by SAMLP. Mr. Mitchell holds 100% of the ownership interest in each of SALLC and SCI and is deemed to have beneficial ownership of the Class A Common Stock beneficially owned by each such entity.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

SPLP, SPIILP, SVPLP, SFL and SVFL, as the entities that directly hold the shares of Class A Common Stock, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported as beneficially owned by Mr. Mitchell, SCI, SAMLP and SALLC.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated September 4, 2020


ALEXANDER MITCHELL		SCOPUS CAPITAL, INC.

/s/ Daniel Fried, attorney-in-fact		By:	/s/ Daniel Fried
		Name: Daniel Fried
		Title: Attorney-in-Fact

SCOPUS ASSET MANAGEMENT, L.P.		SCOPUS ADVISORS, LLC
By: Scopus Capital, Inc., its General Partner

By:	/s/ Daniel Fried	By:	/s/ Daniel Fried
Name: Daniel Fried		Name: Daniel Fried
Title: Attorney-in-Fact		Title: Attorney-in-Fact

SCOPUS PARTNERS, L.P.		SCOPUS PARTNERS II, L.P.
By: Scopus Advisors, LLC, its General Partner		By: Scopus Advisors, LLC, its General Partner

By:	/s/ Daniel Fried	By:	/s/ Daniel Fried
Name: Daniel Fried		Name: Daniel Fried
Title: Attorney-in-Fact		Title: Attorney-in-Fact

SCOPUS VISTA PARTNERS, L.P.		SCOPUS FUND LTD.
By: Scopus Advisors, LLC, its General Partner

By:	/s/ Daniel Fried	By:	/s/ Daniel Fried
Name: Daniel Fried		Name: Daniel Fried
Title: Attorney-in-Fact		Title: Attorney-in-Fact

SCOPUS VISTA FUND LTD.

By:	/s/ Daniel Fried
Name: Daniel Fried
Title: Attorney-in-Fact

EX-99.1 2 d49759dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934.

Dated September 4, 2020


ALEXANDER MITCHELL		SCOPUS CAPITAL, INC.

/s/ Daniel Fried, attorney-in-fact		By:	/s/ Daniel Fried
		Name: Daniel Fried
		Title: Attorney-in-Fact

SCOPUS ASSET MANAGEMENT, L.P.		SCOPUS ADVISORS, LLC
By: Scopus Capital, Inc., its General Partner

By:	/s/ Daniel Fried	By:	/s/ Daniel Fried
Name: Daniel Fried		Name: Daniel Fried
Title: Attorney-in-Fact		Title: Attorney-in-Fact

SCOPUS PARTNERS, L.P.		SCOPUS PARTNERS II, L.P.
By: Scopus Advisors, LLC, its General Partner		By: Scopus Advisors, LLC, its General Partner

By:	/s/ Daniel Fried	By:	/s/ Daniel Fried
Name: Daniel Fried		Name: Daniel Fried
Title: Attorney-in-Fact		Title: Attorney-in-Fact

SCOPUS VISTA PARTNERS, L.P.		SCOPUS FUND LTD.
By: Scopus Advisors, LLC, its General Partner

By:	/s/ Daniel Fried	By:	/s/ Daniel Fried
Name: Daniel Fried		Name: Daniel Fried
Title: Attorney-in-Fact		Title: Attorney-in-Fact

SCOPUS VISTA FUND LTD.

By:	/s/ Daniel Fried
Name: Daniel Fried
Title: Attorney-in-Fact

EX-99.2 3 d49759dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

LIMITED POWER OF ATTORNEY FOR

SECTION 13(d) REPORTING PURPOSES

Know all by these presents, that the undersigned hereby makes, constitutes and appoints Daniel Fried, acting individually, as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) execute for, and on behalf of, the undersigned, in the undersigned’s capacity as a greater than 5% beneficial owner of Insurance Acquisition Corp. (the “Company”), Schedule 13D or Schedule 13G in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to prepare, complete and execute any such Schedule 13D or Schedule 13G, and any amendments or joint filing agreements thereto, and timely file such Schedule 13D or Schedule 13G or reports with the United States Securities and Exchange Commission; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s sole discretion.

The undersigned hereby gives and grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

The undersigned hereby acknowledges that (a) the foregoing attorney-in-fact is serving in such capacity at the request of the undersigned; (b) this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information; (c) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact, in his or her sole discretion, deems necessary or advisable; (d) neither the Company nor any attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Exchange Act or (ii) any liability of the undersigned for any failure to comply with such requirements; and (e) this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Exchange Act, including, without limitation, the reporting requirements under Section 13(d) of the Exchange Act.

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Schedule 13G with respect to the undersigned’s holdings of securities issued by the Company, unless earlier revoked as to the attorney-in-fact by the undersigned in a signed writing delivered to such attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of September, 2020.


ALEXANDER MITCHELL		SCOPUS CAPITAL, INC.

/s/ Alexander Mitchell		By:	/s/ Alexander Mitchell
		Name: Alexander Mitchell
		Title: Sole Shareholder

SCOPUS ASSET MANAGEMENT, L.P.		SCOPUS ADVISORS, LLC
By: Scopus Capital, Inc., its General Partner

By:	/s/ Alexander Mitchell	By:	/s/ Alexander Mitchell
Name: Alexander Mitchell		Name: Alexander Mitchell
Title: Sole Shareholder		Title: Sole Member

SCOPUS PARTNERS, L.P.		SCOPUS PARTNERS II, L.P.
By: Scopus Advisors, LLC, its General Partner		By: Scopus Advisors, LLC, its General Partner

By:	/s/ Alexander Mitchell	By:	/s/ Alexander Mitchell
Name: Alexander Mitchell		Name: Alexander Mitchell
Title: Sole Member		Title: Sole Member

SCOPUS VISTA PARTNERS, L.P.		SCOPUS FUND LTD.
By: Scopus Advisors, LLC, its General Partner

By:	/s/ Alexander Mitchell	By:	/s/ Alexander Mitchell
Name: Alexander Mitchell		Name: Alexander Mitchell
Title: Sole Member		Title: Director

SCOPUS VISTA FUND LTD.

By:	/s/ Alexander Mitchell
Name: Alexander Mitchell
Title: Director