S-4 1 fs42020_insuacqcorp2.htm FORM S-4

As filed with the Securities and Exchange Commission on November 25, 2020

Registration No. 333-             

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

_____________________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_____________________________

INSU ACQUISITION CORP. II
(Exact name of registrant as specified in its charter)

_____________________________

Delaware

 

6770

 

84-4916134

(State or other jurisdiction of incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

2929 Arch Street, Suite 1703
Philadelphia, PA 19104
-2870
(215) 701
-9555
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_____________________________

2929 Arch Street, Suite 1703
Philadelphia, PA 19104
-2870
Attn: John M. Butler
President and Chief Executive Officer
(215) 701
-9555
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_____________________________

Copies to:

Derick S. Kauffman
Mark E. Rosenstein
Ledgewood P.C.
2001 Market Street, Suite 3400
Philadelphia, PA 19103
(215) 731
-9450

 

Rachel Proffitt
Garth Osterman

Marianne Sarrazin

Daniel Param
és
Cooley LLP
101 California Street
5
th Floor
San Francisco, CA 94111
-5800
(415) 693
-2000

_____________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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:

 

S

 

Smaller reporting company:

 

S

           

Emerging growth company

 

S

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. £

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) £

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) £

 

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Security To Be Registered

 

Amount
To Be
Registered
(1)(2)

 

Proposed
Maximum
Offering
Price Per
Security
(2)

 

Proposed
Maximum
Aggregate
Offering
Price
(2)(3)

 

Amount of Registration
Fee
(3)

Class A Common Stock, par value $0.0001 per share

 

97,212,500

 

$

N/A

 

$

0

 

$

0

____________

(1)      Based on the maximum number of shares of Class A common stock, par value $0.0001, of the registrant, INSU Acquisition Corp. II (“INSU II”), estimated to be issued, or issuable, by INSU II upon consummation of the merger described herein (the “Merger”).

(2)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (“Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3)      Pursuant to Rule 457(f)(2) of the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based upon one-third of the par value of the shares of Metromile, Inc. (“Metromile”) common stock being received by INSU II in the Merger less cash consideration of $30.0 million in accordance with Rule 457(f)(3). Metromile is a private company and no market exists for its securities.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

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The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 25, 2020

INSU ACQUISITION CORP. II

2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104

PRELIMINARY PROXY STATEMENT/PROSPECTUS FOR SPECIAL MEETING IN LIEU OF
2021 ANNUAL MEETING OF STOCKHOLDERS AND PROSPECTUS FOR
97,212,500 SHARES OF COMMON STOCK OF INSU ACQUISITION CORP. II.

Dear INSU Acquisition Corp. II Stockholders:

On November 24, 2020, INSU Acquisition Corp. II, which we refer to as we, us, our, INSU, or the Company, INSU II Merger Sub Corp., our direct wholly owned subsidiary, which we refer to as Merger Sub, and Metromile, Inc., which we refer to as Metromile, entered into an Agreement and Plan of Merger and Reorganization, which we refer to as the Merger Agreement, pursuant to which we will acquire Metromile by the merger of Merger Sub with and into Metromile with Metromile continuing as the surviving entity and a wholly owned subsidiary of the Company, which we refer to collectively as the Merger.

At the special meeting in lieu of the 2021 annual meeting of stockholders, which we refer to as the Special Meeting, our stockholders will be asked to consider and vote upon a proposal to approve the Merger and adopt the Merger Agreement, which we refer to as the Merger Proposal. If the Merger is completed, the stockholders of Metromile, which we refer to as the Metromile stockholders, will exchange their shares of Metromile common stock for shares of our Class A common stock, par value $0.0001 per share, which we refer to as common stock, and at their election, subject to certain conditions, cash. The aggregate consideration to be paid in the Merger will consist of (i) approximately 84.2 million shares of Class A common stock, which we refer to as the Merger Shares, subject to adjustment based on Metromile’s Closing Net Working Capital Amount (as defined in the Merger Agreement), in accordance with the terms of the Merger Agreement, (ii) up to $30.0 million of cash, subject to certain conditions, and (iii) an additional 10,000,000 shares of Class A common stock, which we refer to as the Additional Shares, in the event that the closing sale price of our common stock exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the first two years following the closing of the Transactions.

This prospectus registers the 97,211,500 Merger Shares and the Additional Shares. It also registers 1,000 shares that may be issued to Metromile stockholders as a result of rounding up for any fractional shares. Accordingly, this prospectus registers an aggregate of 97,212,500 shares of INSU common stock.

The number of shares which comprise the common stock consideration will be based on a $10.00 per share value for our common stock. The amount of common stock to be issued as consideration in the Merger is subject to adjustment, as set forth in the Merger Agreement, if (i) Metromile’s Closing Net Working Capital Amount at the time of Closing is greater than the Target Net Working Capital Ceiling (as defined herein), by the number of shares equal to the amount by which Metromile’s Closing Net Working Capital Amount is greater than the Target Net Working Capital Ceiling, divided by $10.00, or (ii) Metromile’s Closing Net Working Capital Amount at the time of Closing is less than the Target Net Working Capital Floor (as defined herein), by the number of shares equal to the amount by which Metromile’s Closing Net Working Capital Amount is less than the Target Net Working Capital Floor, divided by $10.00.

At the effective time of the Merger, all vested options to acquire Metromile common stock then outstanding, which we refer to herein as Vested Metromile Options, will be converted into restricted stock units denominated in shares of our common stock, which we refer to herein as Parent Vested RSUs, under the 2021 Plan (as defined herein). The number of Parent Vested RSUs to be received by a holder of Vested Metromile Options shall equal such holder’s Aggregate Option Spread divided by the Reference Price of $10.00, where the “Aggregate Option Spread” is equal to the product of (A) the excess, if any, of (i) the Per Share Merger Consideration Value (as defined herein) over (ii) the exercise price per share of Metromile common stock subject to the applicable Vested Metromile Option, multiplied by (B) the number of shares of Metromile common stock subject to the applicable Vested Metromile Option.

At the effective time of the Merger, all outstanding and unvested options to acquire Metromile common stock, which we refer to herein as Unvested Metromile Options, shall be converted into options denominated in shares of our common stock, which we refer to herein as Converted Options, under the 2021 Plan. Each Converted Option will

 

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continue to be subject to substantially the same terms and conditions as were applicable to the Unvested Metromile Option prior to the effective time of the Merger, including the applicable vesting schedule, except that (i) the number of Converted Options received by a holder of Unvested Metromile Options shall equal the product of the number of shares of Metromile common stock subject to the applicable Unvested Metromile Option and the Per Share Stock Consideration and (ii) the exercise price will equal the exercise price of the Unvested Metromile Option divided by the Per Share Stock Consideration. In addition, immediately prior to the effective time of the Merger, each outstanding warrant to purchase common or preferred stock of Metromile shall be net exercised.

For additional information, see the sections in the accompanying proxy statement/prospectus entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Merger Consideration.Pursuant to the Merger Agreement, the aggregate Merger consideration will be delivered to the Metromile stockholders. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Our stockholders will also be asked to consider and vote upon proposals (a) to approve and adopt the amendment of our current charter, the Amended and Restated Certificate of Incorporation of INSU Acquisition Corp. II, which we refer to as our charter, to increase the number of shares of our authorized common stock from [              ] to [              ], which we refer to as Proposal 2, with such amendment to be effective as of immediately prior to the effective time of the Merger; (b) to approve and adopt the amendment and restatement of our charter as amended by Proposal 2, to (i) reclassify our Class A common stock as common stock, (ii) authorize the issuance of up to [                ] shares of “blank check” preferred stock, (iii) increase the number of director classes from two to three, and (iv) provide for additional changes, principally including changing our name from “INSU Acquisition Corp. II” to “Metromile, Inc.,” and remove provisions applicable only to special purpose acquisition companies, with such amendment and restatement to be effective following the consummation of the business combination, which we refer to as the Effective Time, which proposal we refer to as Proposal 3, each of which Proposal Nos. 2 through 3 we refer to as a Charter Proposal and collectively the Charter Proposals, (c) to approve, (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of our issued and outstanding common stock and the resulting change of control in connection with the Merger, and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 16,000,000 shares of our common stock in connection with the PIPE Investment, upon the completion of the Merger, which we collectively refer to as the Nasdaq Proposal, (d) to approve and adopt the Metromile, Inc. 2021 Equity Incentive Plan (an equity-based incentive plan), including the authorization of the initial share reserve thereunder, a copy of which is attached to this proxy statement/prospectus as Annex B, which we refer to as the Incentive Plan Proposal, (e) to approve and adopt an employee stock purchase plan, including the authorization of the initial share reserve thereunder, a copy of which is attached to this proxy statement/prospectus as Annex C, which we refer to as the ESPP Proposal and collectively with the Incentive Plan Proposal as the Incentive Plan Proposals, (f) to elect two directors to serve on our board of directors, in accordance with our certificate of incorporation, until the earlier of the Effective Time and the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death, which we refer to as the Existing Director Election Proposal, (g) to elect, effective as of, and contingent upon, the Effective Time, seven directors to serve staggered terms on our board of directors, in accordance with the Business Combination Charter (as defined below), until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death, which we refer to as the Business Combination Director Election Proposal, and (h) to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes received to pass the resolution to approve the Merger Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal and/or the Business Combination Director Election Proposal, which we refer to as the Adjournment Proposal. A copy of the proposed certificate of amendment of our current charter is attached as Annex D to this proxy statement/prospectus, and a copy our proposed second amended and restated certificate of incorporation incorporating the Charter Proposals, which we refer to as the Business Combination Charter, is attached as Annex E to this proxy statement/prospectus. Each of these proposals is more fully described in this proxy statement/prospectus.

As described in this proxy statement/prospectus, certain stockholders of Metromile are parties to a support agreement with INSU whereby such stockholders agreed to vote all of their capital stock in favor of approving the Merger.

 

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Our common stock, units and warrants are currently listed on The Nasdaq Capital Market under the symbols “INAQ,” “INAQU” and “INAQW,” respectively. We will apply to continue the listing of our common stock and warrants on The Nasdaq Capital Market under the symbols “MLE” and “MLEEW,” respectively, upon the closing of the Merger.

Pursuant to our charter, we are providing holders of the shares of common stock included in the units issued in our initial public offering, which we refer to as our public stockholders, with the opportunity, upon the closing of the Merger and subject to the limitations described in this proxy statement/prospectus, to redeem their shares of our common stock for cash equal to their pro rata share of the aggregate amount on deposit in our Trust Account (as of two business days prior to the consummation of the Merger). For illustrative purposes, based on funds in our Trust Account of approximately $230 million on October 31, 2020, stockholders would have received a redemption price of approximately $10.00 per share of our common stock. Public stockholders may elect to redeem their shares even if they vote for the Merger Proposal.

We are providing this proxy statement/prospectus and the accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. The Special Meeting will be held at [        ] [AM./P.M.] Eastern Time on [        ], 2021 at [        ]. Whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 30.

Your vote is very important, regardless of the number of shares of our common stock you own. To ensure your representation at the Special Meeting, please take time to vote by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the Special Meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Special Meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card and do not attend the Special Meeting in person, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Merger Proposal and the Charter Proposals but will have no effect on the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker or bank.

The Merger Proposal is conditioned on the approval of Proposal 2 and the Nasdaq Proposal. In addition, (i) Proposal 2 is conditioned on the approval of the Merger Proposal and the Nasdaq Proposal, (ii) each of Proposal 3, the Incentive Plan Proposals and the Business Combination Director Election Proposal is conditioned on the approval of the Merger Proposal, Proposal 2 and the Nasdaq Proposal, and (iii) the Nasdaq Proposal is conditioned on the Merger Proposal and Proposal 2. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that if either the Merger Proposal or the Nasdaq Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and Metromile do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated.

Our board of directors unanimously recommends that our stockholders vote “FOR” the Merger Proposal and “FOR” the other proposals presented in this proxy statement/prospectus. In considering the recommendation of our board of directors, you should keep in mind that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally. For additional information, see the section entitled “Proposal No. 1 — The Merger Proposal — Interests of Certain Persons in the Merger.

 

Sincerely,

   

/s/ John M. Butler

   

John M. Butler

   

President and Chief Executive Officer

 

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This proxy statement/prospectus incorporates by reference important business and financial information about the Company from documents that are not included in or delivered with this proxy statement/prospectus. You can obtain documents incorporated by reference in this proxy statement/prospectus and other filings of the Company with the Securities and Exchange Commission by visiting its website at www.sec.gov or requesting them in writing or by telephone from the Company at the following address:

2929 Arch Street, Suite 1703
Philadelphia, PA 19104
-2870
Attn: John M. Butler
President and Chief Executive Officer
(215) 701
-9555

You will not be charged for any of these documents that you request. Stockholders requesting documents should do so by             , 2021 in order to receive them before the Special Meeting.

This proxy statement/prospectus is dated [          ], 2021, and is first being mailed to our stockholders on or about [          ], 2021.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED OF THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

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INSU ACQUISITION CORP. II

2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104

NOTICE OF SPECIAL MEETING IN LIEU OF 2021 ANNUAL MEETING
OF STOCKHOLDERS OF INSU ACQUISITION CORP. II
To Be Held on [
          ], 2021

To the Stockholders of INSU Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that a Special Meeting in lieu of the 2021 annual meeting of stockholders, which we refer to as the Special Meeting, of INSU Acquisition Corp. II, a Delaware corporation, will be held on [      ], 2021, at [      ] [A.M./P.M.], Eastern Time, at [      ]. You are cordially invited to attend the Special Meeting, which will be held to consider and vote upon the following matters:

(1)    The Merger Proposal — to consider and vote upon a proposal to approve the Merger and adopt the Merger Agreement;

(2)    The Charter Proposals — to consider and vote upon proposed amendments to our charter to (i) increase the number of our authorized shares of common stock (referred to herein as Proposal 2), (ii) to (a) reclassify our Class A common stock as common stock, (b) authorize the issuance of up to [        ] shares of “blank check” preferred stock, (c) increase the number of director classes from two to three, and (d) provide for additional changes, principally including changing our corporate name from “INSU Acquisition Corp. II” to “Metromile, Inc.” and removing provisions applicable only to special purpose acquisition companies (referred to herein as Proposal 3);

(3)    The Nasdaq Proposal — to consider and vote upon a proposal to approve: (i) for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of our issued and outstanding common stock and the resulting change of control in connection with the Merger; and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 16,000,000 shares of common stock in connection with the PIPE Investment, upon the completion of the Merger;

(4)    The Incentive Plan Proposal — to consider and vote upon a proposal to adopt the Metromile, Inc. 2021 Equity Incentive Plan, including the authorization of the initial share reserve thereunder, which we refer to as the 2021 Plan;

(5)    The ESPP Proposal — to consider and vote upon a proposal to adopt an employee stock purchase plan, including the authorization of the initial share reserve thereunder, which we refer to as the ESPP;

(6)    The Existing Director Election Proposal — to consider and vote upon a proposal to elect Daniel G. Cohen and John C. Chrystal as directors to serve on our board of directors as Class I directors under our charter until the earlier of the Effective Time and the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death;

(7)    The Business Combination Director Election Proposal — to consider and vote upon a proposal to elect seven directors, effective as of and contingent upon the Effective Time, as directors to serve staggered terms on our board of directors under our Business Combination Charter until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death; and

(8)    The Adjournment Proposal — to consider and vote upon a proposal to approve the adjournment of the Special Meeting by the chairman thereof to a later date, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal and/or the Business Combination Director Election Proposal.

 

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These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of our common stock at the close of business on [      ], are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

All Company stockholders are cordially invited to attend the Special Meeting in person. To ensure your representation at the Special Meeting, however, we urge you to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record, you may also cast your vote in person at the Special Meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Special Meeting. If you fail to return your proxy card and do not attend the Special Meeting in person, if you abstain from voting, or if you hold your shares in “street name” through a broker or other nominee and fail to give such nominee voting instructions (a “broker non-vote”), it will have the same effect as a vote “AGAINST” the Merger Proposal and the Charter Proposals but will have no effect on the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal or the Adjournment Proposal. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker or bank. Public stockholders may elect to redeem their Public Shares even if they vote “FOR” the Merger Proposal.

The Merger Proposal is conditioned on the approval of Proposal 2 and the Nasdaq Proposal. In addition, (i) Proposal 2 is conditioned on the approval of the Merger Proposal and the Nasdaq Proposal, (ii) each of Proposal 3, the Incentive Plan Proposals, and the Business Combination Director Election Proposal is conditioned on the approval of the Merger Proposal, Proposal 2 and the Nasdaq Proposal, and (iii) the Nasdaq Proposal is conditioned on the Merger Proposal and Proposal 2. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus. It is important for you to note that if either the Merger Proposal or the Nasdaq Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and Metromile do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated.

After careful consideration, our board of directors has determined that the Merger Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal and the Adjournment Proposal are fair to and in the best interests of the Company and our stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Merger Proposal and “FOR” the other proposals presented in the accompanying proxy statement/prospectus. In considering the recommendation of our board of directors, you should keep in mind that our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of our stockholders generally. For additional information, see the section in the accompanying proxy statement/prospectus entitled “Proposal No. 1 — The Merger Proposal — Interests of Certain Persons in the Merger.”

A complete list of the Company’s stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of the Company for inspection by stockholders during ordinary business hours and during the Special Meeting for any purpose germane to the Special Meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly voted.

 

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Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the Merger and related transactions and each of our proposals. Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 30 thereof. If you have any questions regarding the accompanying proxy statement/prospectus or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200 if you are a stockholder or collect at (203) 658-9400 if you are a broker or bank.

Philadelphia, Pennsylvania

 

By Order of the Board of Directors,

[      ], 2021

 

/s/ Daniel G. Cohen

   

Daniel G. Cohen

   

Chairman of the Board of Directors

 

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TABLE OF CONTENTS

 

Page

FREQUENTLY USED TERMS

 

1

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

 

3

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

14

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY

 

23

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF METROMILE

 

24

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

25

COMPARATIVE SHARE INFORMATION

 

27

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

28

RISK FACTORS

 

30

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

75

SPECIAL MEETING OF COMPANY STOCKHOLDERS

 

87

PROPOSAL NO. 1 — THE MERGER PROPOSAL

 

91

PROPOSAL NO. 2 — AUTHORIZATION TO INCREASE THE COMPANY’S AUTHORIZED CAPITAL

 

115

PROPOSAL NO. 3 — APPROVAL OF AMENDMENT AND RESTATEMENT OF CHARTER IN CONNECTION WITH THE MERGER

 

117

PROPOSAL NO. 4 — THE NASDAQ PROPOSAL

 

121

PROPOSAL NO. 5 — THE INCENTIVE PLAN PROPOSAL

 

123

PROPOSAL NO. 6 — THE ESPP PROPOSAL

 

129

PROPOSAL NO. 7 — THE EXISTING DIRECTOR ELECTION PROPOSAL

 

132

PROPOSAL NO. 8 — THE BUSINESS COMBINATION DIRECTOR ELECTION PROPOSAL

 

133

PROPOSAL NO. 9 — THE ADJOURNMENT PROPOSAL

 

134

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

 

135

INFORMATION ABOUT THE COMPANY

 

142

COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

154

INFORMATION ABOUT METROMILE

 

157

METROMILE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

180

MANAGEMENT FOLLOWING THE MERGER

 

200

DESCRIPTION OF SECURITIES

 

208

BENEFICIAL OWNERSHIP OF SECURITIES

 

215

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 

220

INFORMATION ON SECURITIES AND DIVIDENDS

 

225

LEGAL MATTERS

 

226

EXPERTS

 

226

APPRAISAL RIGHTS

 

226

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

226

TRANSFER AGENT AND REGISTRAR

 

226

SUBMISSION OF STOCKHOLDER PROPOSALS

 

226

FUTURE STOCKHOLDER PROPOSALS

 

227

WHERE YOU CAN FIND MORE INFORMATION

 

228

INDEX TO FINANCIAL STATEMENTS

 

F-1

ANNEX A — AGREEMENT AND PLAN OF MERGER

 

A-1

ANNEX B — METROMILE, INC. 2021 EQUITY INCENTIVE PLAN

 

B-1

ANNEX C — ESPP

 

C-1

ANNEX D — CHARTER CERTIFICATE OF AMENDMENT

 

D-1

ANNEX E — BUSINESS COMBINATION CHARTER

 

E-1

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms we, us, our, INSU and the Company refer to INSU Acquisition Corp. II. Furthermore, in this document:

2021 Plan” means the New Metromile 2021 Equity Incentive Plan (an equity-based incentive plan) attached to this proxy statement/prospectus as Annex B.

Business Combination Charter” means the proposed Second Amended and Restated Certificate of Incorporation of the Company, which will become the Company’s certificate of incorporation upon the approval of the Charter Proposals, the Merger Proposal, the Nasdaq Proposal and the Incentive Plan Proposals, the consummation of the Merger, and filing with the Secretary of State of the State of Delaware. A copy of the Business Combination Charter is attached hereto as Annex E.

Business Combination Outside Date” means March 8, 2022, or such later date as may be approved by our stockholders in accordance with our charter.

Cantor” means Cantor Fitzgerald & Co., the representative of the underwriters for our IPO.

Charter” means our current charter, the Amended and Restated Certificate of Incorporation of the Company.

Charter Certificate of Amendment” means the certificate of amendment of our current charter, the Amended and Restated Certificate of Incorporation of the Company, to increase our authorized shares of common stock. A copy of the Charter Certificate of Amendment is attached hereto as Annex D.

Closing” means the closing of the Merger in accordance with, and subject to the terms and conditions of the Merger Agreement.

Closing Date” means the date on which the Merger is completed in accordance with, and subject to the terms and conditions of the Merger Agreement.

Company common stock,” “INSU common stock,” or “our common stock” means Class A common stock, par value $0.0001 per share, of the Company.

Exchange Act” means the Securities Exchange Act of 1934, as amended.

Founder Shares” means the 7,846,667 shares of our Class B common stock issued to the Initial Stockholders prior to our IPO.

Initial Stockholders” or “Initial Holders” means our Sponsor and any other holders of Founder Shares.

IPO” means our initial public offering of 23,000,000 of our units, each unit consisting of one share of our Class A common stock and one-third of one warrant, where each whole warrant entitles the holder to purchase one share of our Class A common stock, which was consummated on September 8, 2020.

Merger” means the business combination of Metromile and the Company through the merger of Merger Sub with and into Metromile, with Metromile being the surviving entity and a wholly owned subsidiary of the Company, pursuant to the Merger Agreement.

Merger Agreement” means the Agreement and Plan of Merger and Reorganization, dated as of November 24, 2020, as it may be amended, by and among the Company, Merger Sub and Metromile.

Merger Consideration” means the aggregate consideration to be paid in the Merger to the Metromile stockholders, in exchange for their shares of Metromile common stock, which will consist of the Cash Consideration, the Stock Consideration and the Additional Shares. If, after the date of the Merger Agreement and prior to the effective time of the Merger, the Company undergoes a change in its capitalization (such as a stock split, share dividend or recapitalization affecting the Company common stock), the Merger Agreement provides for an equitable adjustment in the number of shares comprising the Stock Consideration.

Merger Consideration Value” means (i) $900 million, plus (ii) Metromile cash at Closing, plus (iii) the aggregate exercise price of all Metromile options prior to the Closing minus (ii) certain indebtedness for borrowed money of Metromile as specified in the Merger Agreement.

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Merger Sub” means INSU II Merger Sub Corp., a Delaware corporation and direct wholly owned subsidiary of the Company.

New Metromile” means INSU Acquisition Corp. II immediately following the consummation of the Merger and effectiveness of the Business Combination Charter.

New Metromile Common Stock” means Company common stock immediately following the consummation of the Merger and effectiveness of the Business Combination Charter.

Per Share Merger Consideration Value” means (i) Merger Consideration Value divided by (ii) the total number of shares of Metromile common stock and Metromile preferred stock (on an “as-converted” to common stock basis) on a fully diluted basis as of the Closing Date using the treasury method of accounting, including, without duplication, the number of shares of Metromile common stock issued or issuable upon the exercise of all Metromile options and the shares of Metromile stock underlying the Metromile warrants on a net-exercise equivalent basis.

PIPE Investment” refers to the Company entering into subscription agreements with certain investors for such investors to purchase 16,000,000 shares of the Company’s common stock.

“PIPE Investors” means the investors of the PIPE Investment.

Placement Shares” means the 540,000 shares of Company common stock included in the Placement Units purchased separately in the Private Placement by our Sponsor and Cantor.

Placement Units” means the 540,000 units purchased by our Sponsor and Cantor in the Private Placement, each placement unit consisting of one placement share and one-third of one placement warrant.

Placement Warrants” means the warrants to purchase an aggregate of 180,000 shares of our Class A common stock included within the Placement Units purchased by our Sponsor and Cantor in the Private Placement.

Private Placement” means the Private Placement of 540,000 units purchased by our Sponsor (452,500 units) and Cantor (87,500 units), which was consummated simultaneously with the completion of our IPO, at a purchase price of $10.00 per unit for a total purchase price of $5.4 million.

Public Shares” means the shares of our Class A common stock sold as part of the units in our IPO (whether they were purchased in the IPO or thereafter in the open market).

Public Stockholders” means the holders of our Public Shares, which may include our Initial Stockholders, Cantor and members of our management team if and to the extent they have purchased Public Shares, provided that any such holder’s status as a “public stockholder” shall only exist with respect to such Public Shares.

Public Warrants” means the 7,666,666 warrants included in the units issued in our IPO, each of which is exercisable for one share of our common stock in accordance with its terms.

Securities Act” means the Securities Act of 1933, as amended.

Special Meeting” means the Special Meeting in lieu of the 2021 annual meeting of stockholders of the Company that is the subject of this proxy statement/prospectus and any adjournments or postponements thereof.

Sponsor” refers collectively to Insurance Acquisition Sponsor II, LLC, a Delaware limited liability company, and Dioptra Advisors II, LLC, a Delaware limited liability company. The manager of each entity is Cohen & Company, LLC, a Delaware limited liability company.

Target Net Working Capital Ceiling” means $20.0 million.

Target Net Working Capital Floor” means $0.

Trust Account” refers to the trust account into which $230,000,000 of the net proceeds of the IPO and Private Placement were deposited for the benefit of the public stockholders.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including with respect to the proposed Merger. The following questions and answers do not include all the information that may be important to you. Whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 30.

Q:     Why am I receiving this proxy statement/prospectus?

A:     Our stockholders are being asked to consider and vote upon a proposal to approve the Merger and adopt the Merger Agreement, among other proposals. We have entered into the Merger Agreement with Metromile which provides for our business combination with Metromile pursuant to the merger of Merger Sub with and into Metromile with Metromile continuing as the surviving entity and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, the aggregate consideration to be paid in the Merger will consist of (i) up to approximately 84.2 million shares of common stock, subject to adjustment in accordance with the terms of the Merger Agreement, (ii) up to $30.0 million of cash, subject to certain conditions, and (iii) an additional 10,000,000 shares of our common stock, which we refer to as the Additional Shares, in the event that the closing sale price of our common stock exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the first two years following the closing of the Transactions. For additional information, see the section in this proxy statement/prospectus entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Merger Consideration.” A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A.

Our common stock, units and warrants are currently listed on The Nasdaq Capital Market under the symbols “INAQ,” “INAQU” and “INAQW,” respectively. We will apply to continue the listing of our common stock and warrants on The Nasdaq Capital Market under the symbols “MLE” and “MLEEW,” respectively, upon the Closing. At the Closing, each of our units that are not already trading separately will separate into its component share of common stock and one-third of one warrant to purchase one share of our common stock.

This proxy statement/prospectus and its annexes contain important information about the proposed Merger and the other matters to be acted upon at the Special Meeting. Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes, which we urge you to do.

Q:     What is being voted on at the Special Meeting?

A:     Our stockholders are being asked to vote on the following proposals:

Proposal 1 — The Merger Proposal — A proposal to approve and adopt the Merger and the Merger Agreement;

Proposals 2 and 3 — The Charter Proposals — Proposals to (i) amend our charter to increase the number of our authorized common stock from [        ] to [        ] (Proposal 2), and (ii) amend and restated our charter to be in effect following the Merger to (a) reclassify all Class A common stock as common stock, (b) authorize [            ] shares of “blank check” preferred stock, (c) increase the number of director classes from two to three, and (d) provide for additional changes, principally changing our corporate name from “INSU Acquisition Corp. II” to “Metromile, Inc.” and removing provisions applicable only to special purpose acquisition companies (Proposal 3);

Proposal 4 — The Nasdaq Proposal — A proposal to approve: (i) for purposes of complying with applicable Nasdaq Listing Rule 5635 (a) and (b), the issuance of more than 20% of our issued and outstanding common stock and the resulting change of control in connection with the Merger; and (ii) for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of 16,000,000 shares of common stock in connection with the PIPE Investment, upon the completion of the Merger;

Proposal 5 — The Incentive Plan Proposal — A proposal to adopt the Metromile, Inc. 2021 Equity Incentive Plan, including the authorization of the initial share reserve thereunder;

Proposal 6 — The ESPP Proposal — A proposal to adopt an employee stock purchase plan, including the authorization of the initial share reserve thereunder;

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Proposal 7 — The Existing Director Election Proposal — A proposal to elect two directors to serve on our board of directors until the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death;

Proposal 8 — The Business Combination Director Election Proposal — A proposal to elect, effective as of, and contingent upon, the Effective Time, seven directors to serve on our board of directors, in accordance with the Business Combination Charter, as directors to serve staggered terms on our board of directors under our Business Combination Charter until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death; and

Proposal 9 — The Adjournment Proposal — A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Merger Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal and the Business Combination Director Election Proposal.

Q:     Are the proposals conditioned on one another?

A:     The Merger Proposal is conditioned on the approval of Proposal 2 and the Nasdaq Proposal. In addition, (i) Proposal 2 is conditioned on the approval of the Merger Proposal and the Nasdaq Proposal, (ii) each of Proposal 3, the Incentive Plan Proposals and the Business Combination Director Election Proposal is conditioned on the approval of the Merger Proposal, Proposal 2 and the Nasdaq Proposal, and (iii) the Nasdaq Proposal is conditioned on the Merger Proposal and Proposal 2. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that if either the Merger Proposal or the Nasdaq Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and Metromile do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated.

Q:     Why is the Company providing stockholders with the opportunity to vote on the Merger?

A:     Our charter requires that we provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of our initial business combination in conjunction with either a tender offer or a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than pursuant to a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Merger Proposal in order to provide our public stockholders with the opportunity to redeem their Public Shares in connection with the Closing.

Q:     What will happen in the Merger?

A:     At the Closing, Merger Sub will merge with and into Metromile with Metromile continuing as the surviving entity and a wholly owned subsidiary of the Company. The Metromile stockholders will exchange their shares of Metromile common stock for shares of our common stock and subject to certain conditions, cash, in the Merger, and Metromile optionholders will have their vested options converted into Parent Vested RSUs and their unvested options will be converted into options to acquire shares of New Metromile Common Stock. In addition, immediately prior to the effective time of the Merger, each outstanding warrant to purchase common or preferred stock of Metromile shall be net exercised. Upon consummation of the Merger, we will change our name to Metromile, Inc.

Q:     What equity stake will current stockholders of the Company and the current Metromile stockholders hold in the Company immediately following the closing of the Merger?

A:     We anticipate that, upon completion of the Merger, assuming that none of our stockholders exercise redemption rights and that an aggregate of 84.2 million shares of our common stock will be issued as consideration in the Merger and an aggregate of 16,000,000 shares of our common stock will be issued in connection with the PIPE Investment upon the completion of the Merger, our existing stockholders will hold in the aggregate approximately [        ]% of our outstanding common stock ([        ]% held by our public stockholders

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and [        ]% held by our Sponsor, directors, and other holders of Founder Shares), the PIPE Investors will hold approximately [        ]% of our outstanding common stock, and the current Metromile stockholders will hold approximately [        ]% of our outstanding common stock. If [        ] shares of our common stock are redeemed for cash, which assumes the maximum redemption of our shares, upon completion of the Merger, our existing stockholders will hold in the aggregate approximately [        ]% of our outstanding common stock ([        ]% held by our public stockholders and [        ]% held by our Sponsor, directors, and other holders of Founder Shares), the PIPE Investors will hold approximately [        ]% of our outstanding common stock, and the Metromile stockholders will hold approximately [        ]% of our outstanding common stock. These ownership percentages do not take into account (1) any warrants to purchase our common stock that will be outstanding following the Merger, (2) any equity awards that may be issued under our proposed 2021 Plan following the Merger, or (3) any adjustments to the Merger Consideration pursuant to the Merger Agreement. If the actual facts are different than these assumptions (which is likely), the ownership percentages held by each of our existing stockholders, Cantor and the Metromile stockholders will be different.

See the section entitled “Summary of the Proxy Statement/Prospectus — Impact of the Merger on the Company’s Public Float” and Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     What will happen with respect to outstanding options to acquire common stock of Metromile?

A:     At the effective time of the Merger, all vested options to acquire Metromile common stock then outstanding, which we refer to herein as Vested Metromile Options, will be converted into restricted stock units denominated in shares of our common stock, which we refer to herein as Parent Vested RSUs. The number of Parent Vested RSUs to be received by a holder of Vested Metromile Options shall equal such holder’s Aggregate Option Spread divided by the Reference Price.

         At the effective time of the Merger, all outstanding and unvested options to acquire Metromile common stock, which we refer to herein as Unvested Metromile Options, shall be converted into options denominated in shares of our common stock, which we refer to herein as Converted Options, under the 2021 Plan. Each Converted Option will continue to be subject to substantially the same terms and conditions as were applicable to the Unvested Metromile Option prior to the effective time of the Merger, including the applicable vesting schedule, except that (i) the number of Converted Options received by a holder of Unvested Metromile Options shall equal the product of the number of shares of Metromile common stock subject to the applicable Unvested Metromile Option and the Per Share Stock Consideration and (ii) the exercise price will equal the exercise price of the Unvested Metromile Option divided by the Per Share Stock Consideration.

Q:     Will the Company obtain new financing in connection with the Merger?

A:     In connection with the Merger, there will be a PIPE Investment of $160 million. As such, on or about the date of the Merger Agreement, the Company entered into subscription agreements with the PIPE Investors for the sale of 16,000,000 shares of Company common stock to the PIPE Investors upon the completion of the Merger.

Q:     What conditions must be satisfied to complete the Merger?

A:     There are a number of closing conditions in the Merger Agreement, including that our stockholders have approved the Merger and adopted the Merger Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Merger, see the section entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Conditions to Closing of the Merger.”

Q:     Why is the Company proposing the Charter Proposals?

A:     We are asking our stockholders to approve these proposals to amend our charter in connection with the Merger and the terms of the Merger Agreement. The proposed charter amendments that we are asking our stockholders to approve provide for (1) an increase in the number of authorized shares of our common stock so that we will have sufficient authorized shares to issue as consideration in the Merger and to reserve for issuance under the 2021 Plan, if such plan is approved, and for future issuances of common stock, (2) approval of a new amended and restated charter to be in effect following completion of the Merger that provides for (a) reclassifying all Class A common stock as common stock, (b) authorizes “blank check” preferred stock, (c) an increase in

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the number of director classes from two to three, and (d) additional changes, principally the change of our name to “Metromile, Inc.” and the removal of provisions in our charter applicable only to special purpose acquisition companies. Pursuant to the Merger Agreement, approval of the Charter Proposals is a condition to consummation of the Merger. In addition, the Merger Proposal is conditioned on approval of Proposal 2.

Q:     Why is the Company proposing the Nasdaq Proposal?

A:      We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a) and (b), which require stockholder approval of the issuance of shares of stock in certain transactions that result in (1) the issuance of 20% or more of the voting power outstanding or shares of common stock outstanding before such issuance of stock and (2) a change of control. Pursuant to the Merger Agreement, based on Metromile’s current capitalization, we anticipate issuing an aggregate of approximately 84.2 million shares of common stock, subject to adjustment, to the current Metromile stockholders as consideration in the Merger. Because the issuance of such shares of our common stock (1) will constitute more than 20% of our outstanding common stock and more than 20% of outstanding voting power prior to such issuance and (2) will result in a change of control of the Company, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (b).

We are also proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rule 5635(d), which requires stockholder approval for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of common stock (or securities convertible into or exercisable for common stock) at a price that is less than the lower of (a) the closing price immediately preceding the signing of the binding agreement or (b) the average closing price of the common stock for the five trading days immediately preceding the signing of the binding agreement, if the number of shares of common stock (or securities convertible into or exercisable for common stock) to be issued equals 20% or more of the common stock, or 20% or more of the voting power, outstanding before the issuance.

The Merger Proposal is conditioned on approval of the Nasdaq Proposal.

Q:     Why is the Company proposing the Incentive Plan Proposals?

A:     The purpose of the 2021 Plan is to provide eligible employees, directors and consultants the opportunity to receive stock-based incentive awards in order to encourage such persons to contribute materially to the growth of New Metromile and align their economic interests with those of our stockholders. Nasdaq Listing Rule 5635(c) requires that we obtain stockholder approval of certain equity compensation plans. Further, Section 422 of the Internal Revenue Code requires stockholder approval of the equity plans intended to provide for grants of incentive stock options. Accordingly, we are proposing the Incentive Plan Proposal to request such stockholder approval of the 2021 Plan, including the authorization of the initial share reserve thereunder. In addition, pursuant to the Merger Agreement, approval of the Incentive Plan Proposal is a condition to consummation of the Merger.

The purpose of the ESPP is to provide a means whereby New Metromile can align the long-term financial interests of its employees with the financial interests of its stockholders. In addition, the board of directors believes that the ability to allow its employees to purchase shares of New Metromile Common Stock will help New Metromile to attract, retain, and motivate employees and encourage them to devote their best efforts to New Metromile’s business and financial success. Approval of the ESPP by our stockholders will allow New Metromile to provide its employees with the opportunity to acquire an ownership interest in New Metromile through their participation in the ESPP, thereby encouraging them to remain in service and more closely aligning their interests with those of New Metromile’s stockholders.

Q:     What happens if I sell my shares of Company common stock before the Special Meeting?

A:     The record date for the Special Meeting is [        ], and is earlier than the date on which we expect the Merger to be completed. If you transfer your shares of common stock after the record date, but before the Special Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Merger. If you transfer your shares of our common stock before the record date, you will have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in our Trust Account. Regardless of whether

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you transfer your shares of common stock before or after the record date, your transferee will be entitled to exercise redemption rights with respect to the shares purchased by following the procedures set forth in this proxy statement/prospectus.

Q:     What constitutes a quorum at the Special Meeting?

A:     A quorum will be present at the Special Meeting if a majority of the shares of our common stock outstanding and entitled to vote at the Special Meeting is represented at the meeting in person or by proxy. If a stockholder fails to vote his, her or its shares in person or by proxy, or if a broker fails to vote in person or by proxy shares held by it in nominee name, such shares will not be counted for the purposes of establishing a quorum. If a stockholder who holds his, her or its shares in “street name” through a broker or other nominee fails to give voting instructions to such broker or other nominee (a “broker non-vote”) on all of the proposals set forth in this proxy statement/prospectus, such shares will not be counted for the purposes of establishing a quorum. An abstention from voting, shares represented at the Special Meeting in person or by proxy but not voted on one or more proposals, or a broker non-vote, so long as the stockholder has given the broker or other nominee voting instructions on at least one of the proposals in this proxy statement/prospectus, will each count as present for the purposes of establishing a quorum. In the absence of a quorum, the chairman of the Special Meeting may adjourn the Special Meeting. As of the record date for the Special Meeting, the presence in person or by proxy of [        ] shares of our common stock is required to achieve a quorum.

Q:     What vote is required to approve the proposals presented at the Special Meeting?

A:     The approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock, or [        ] shares of our common stock. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting or a broker non-vote will each have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of each Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock. Accordingly, a stockholder’s failure to vote in person or by proxy, a broker non-vote or an abstention on a Charter Proposal will have the same effect as a vote “AGAINST” such proposal.

The approval of each of the Nasdaq Proposal, the Incentive Plan Proposals and the Adjournment Proposal require the affirmative vote of holders of a majority of the total votes cast on such proposal. In order to be elected as a director as described in the Existing Director Election Proposal or the Business Combination Director Election Proposal, a nominee must receive a plurality of all the votes cast at the Special Meeting, which means that the nominees with the most votes are elected. Accordingly, neither a stockholder’s failure to vote in person or by proxy, a broker non-vote nor an abstention will be considered a “vote cast,” and thus will have no effect on the outcome of the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal or the Adjournment Proposal.

Q:     May the Initial Stockholders, the Company’s directors, officers, advisors or their respective affiliates purchase shares in connection with the Merger?

A:     At any time prior to the Special Meeting, our Initial Stockholders, directors, officers, advisors or their respective affiliates may purchase shares of our common stock on the open market, and may purchase shares in privately negotiated transactions from stockholders who vote, or indicate an intention to vote, against the Merger Proposal, or who have elected to redeem, or indicate an intention to redeem, their shares in connection with the Merger. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per-share pro rata portion of the Trust Account. Our Initial Stockholders, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock, to vote their shares in favor of the Merger Proposal or to not redeem their shares in connection with the Merger. While the exact nature of such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our Initial Stockholders, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material non-public information relating to the Company or Metromile, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10b-5 under the Exchange Act.

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Q:     How many votes do I have at the Special Meeting?

A:     Our stockholders are entitled to one vote at the Special Meeting for each share of Class A common stock and Class B common stock held of record as of [        ], the record date for the Special Meeting. As of the close of business on the record date, there were [        ] outstanding shares of our Class A common stock and [        ] outstanding shares of our Class B common stock.

Q:     How will the Initial Stockholders and the Company’s directors and officers vote?

A:     In connection with our IPO, we entered into an agreement with each of our Initial Stockholders, our executive officers and our directors, pursuant to which they agreed to vote any shares of our common stock owned by them in favor of a proposed initial business combination. As of the date of this proxy statement/prospectus, our Initial Stockholders, executive officers and directors own approximately 26.4% of our issued and outstanding shares of common stock, including all of the Founder Shares. None of our Initial Stockholders, executive officers or directors have entered into agreements, and are not currently in negotiations, to purchase or sell shares prior to the record date.

In addition, following the execution and delivery of the Merger Agreement, on November 24, 2020, our officers, directors and Sponsor entered into a Sponsor Support Agreement with us and Metromile, which we refer to as the Sponsor Support Agreement, pursuant to which the parties thereto agreed to vote any shares of our common stock owned by them (representing as of the date hereof approximately 26.4% of the outstanding shares of our common stock) in favor of the Merger Proposal and the other proposals described in this proxy statement/prospectus and presented at the Special Meeting.

Q:     Did our board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     Neither our board nor any committee thereof obtained a third party valuation or fairness opinion in connection with the Business Combination. Our officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, including their sector experience in insurance companies, enabled them to make the necessary analyses and determinations regarding the Business Combination. In addition, our officers, directors and advisors have substantial experience with mergers and acquisitions. In analyzing the Business Combination, we conducted due diligence on Metromile. Our board also consulted with INSU’s management and its legal counsel, financial advisors and other advisors and considered a number of factors, uncertainty and risks, including, but not limited to, those discussed under “Proposal No. 1 — The Merger Proposal — Reasons for the Approval of the Merger,” and concluded that the Business Combination was in the best interest of our stockholders. Accordingly, investors will be relying solely on the judgment of the INSU board in valuing Metromile, and the INSU Board may not have properly valued such businesses.

Q:     What interests do the Company’s current officers and directors have in the Merger?

A:     Our directors and executive officers have interests in the Merger that are different from or in addition to (and which may conflict with) the interests of our stockholders including the following:

•        our Sponsor, officers and directors will hold our common stock following the Merger, subject to lock-up agreements;

•        our Sponsor, officers and directors will hold Placement Warrants to purchase shares of our common stock, following the Merger and subject to lock-up agreements;

•        our Sponsor, officers and certain of our directors paid an aggregate of $4,550,000 for their Founder Shares, Placement Shares and Placement Warrants and such securities are expected to have a significantly higher value at the time of the Merger, and will have little or no value if we do not complete the Merger;

•        our Sponsor, officers and directors have waived their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares in connection with the Merger, and have waived their redemption and liquidation rights with respect to their Founder Shares and Placement Shares if we are unable to complete a business combination by our Business Combination Outside Date;

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•        if we are unable to complete a business combination by our Business Combination Outside Date, Insurance Acquisition Sponsor II, LLC, will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities to which we owe money for services rendered or contracted for or products sold to us, but only if such a vendor or target business has not executed such a waiver;

•        our Sponsor has agreed to loan us funds in an amount up to $750,000 for working capital requirements and to finance transaction costs in connection with an initial business combination, and any amounts outstanding under this loan will not be repaid if we are unable to complete a business combination by our Business Combination Outside Date;

•        the Initial Stockholders will have the collective right to appoint a board member of New Metromile; and

•        the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the Merger.

These interests may influence our directors in making their recommendation that you vote in favor of the Merger Proposal and the other proposals set forth in this proxy statement/prospectus.

Q:     What happens if I vote against the Merger Proposal?

A:     Pursuant to our current charter, if the Merger Proposal is not approved and we do not otherwise consummate an alternative business combination by our Business Combination Outside Date, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders. Our current charter does not provide any means to extend our Business Combination Outside Date deadline for completing a business combination, meaning any such extension would involve an amendment to our current charter that would need to be approved by our stockholders.

Q:     Do I have redemption rights?

A:     If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to a pro rata share of the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Merger (including any portion of the interest earned thereon which was not previously used or distributed to us to pay dissolution expenses or taxes), upon the consummation of the Merger. A public stockholder, together with any of his, her or its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 20% of the outstanding Public Shares.

Q:     How will the redemption price be determined?

A:     For illustrative purposes, based on funds in the Trust Account of approximately $230 million on October 31, 2020, the estimated per share redemption price would have been approximately $10.00. Additionally, shares properly tendered for redemption will only be redeemed if the Merger is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including any portion of the interest earned thereon which was not previously used or distributed to us to pay dissolution expenses or taxes) upon our liquidation.

Q:     Do the Initial Stockholders or the Company’s directors and officers have redemption rights in connection with the Merger?

A:     No. Our Initial Stockholders and Cantor have waived their redemption rights with respect to their Founder Shares and Placement Shares in connection with the Merger, and our Initial Stockholders have also waived their redemption rights with respect to any Public Shares they hold in connection with the Merger. All such shares held by our Initial Stockholders and Cantor will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights regardless of whether, or how, you vote your shares of our common stock on the Merger Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Merger Agreement can be approved by stockholders who will redeem their shares and no longer

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remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less-liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time on [        ], 2021 (two business days before the Special Meeting), (x) submit a written request, which includes the name of the beneficial owner of the shares to be redeemed, to our transfer agent that we redeem your Public Shares for cash, and (y) deliver your stock to our transfer agent physically or electronically through Depository Trust Company, or DTC. The address of Continental Stock Transfer & Trust Company, our transfer agent, is listed under the question “Who can help answer my questions?” below.

Any demand for redemption, once made, may be withdrawn with our consent at any time until the date of the Special Meeting. If you deliver your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares to you (physically or electronically). You may make such request by contacting our transfer agent at the address listed under the question “Who can help answer my questions?” below.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences of a Redemption of Company Common Stock.” You are urged to consult with your own tax advisor regarding the tax consequences of exercising your redemptions rights.

Q:     If I am a Company warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of our warrants have no redemption rights with respect to our warrants or any shares of our common stock underlying our warrants.

Q:     Do I have appraisal rights if I object to the proposed Merger?

A:     No. There are no appraisal rights available to holders of our common stock in connection with the Merger.

Q:     What happens to the funds held in the Trust Account upon consummation of the Merger?

A:     If the Merger is consummated, the funds held in the Trust Account will be released to us, and those funds will be used to pay or fund (i) the redemption price for shares of our common stock redeemed by our stockholders who properly exercise redemption rights, (ii) up to $9.8 million in deferred underwriting compensation payable to Cantor, (iii) fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by or on behalf of the Company, Merger Sub and Metromile in connection with the Merger and the other transactions contemplated by the Merger Agreement, (iv) the repayment of loans from our Sponsor in an aggregate amount not to exceed $750,000 for working capital purposes and to pay expenses to identify an acquisition target and consummate the Merger and related transactions (see the section entitled “Certain Relationships and Related Transactions — Company Related Person Transactions” for additional information), and (v) general corporate purposes of New Metromile, which may include, but not be limited to, working capital for operations, repayment of indebtedness, capital expenditures and future acquisitions.

Q:     What happens if the Merger is not consummated?

A:     There are certain circumstances under which the Merger Agreement may be terminated. See the section entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Termination” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Merger Agreement or otherwise, we are unable to complete the Merger or another business combination transaction by our Business Combination Outside Date, our charter provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem all Public Shares then outstanding at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

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any amounts representing interest earned on the Trust Account, less any interest released to us for the payment of taxes or dissolution expenses, divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

We expect that the amount of any distribution our public stockholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Merger, subject in each case to our obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. Holders of our Founder Shares and Placement Shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

Q:     When is the Merger expected to be completed?

A:     We currently anticipate that the Merger will be consummated within two business days following the Special Meeting, provided that all other conditions to the consummation of the Merger have been satisfied or waived in accordance with the Merger Agreement. In any event, we expect the Closing to occur in [        ] 2021.

For a description of the conditions to the consummation of the Merger, see the section entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Conditions to Closing of the Merger.”

Q:     What do I need to do now?

A:     Whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 30, and to consider how the Merger will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of our common stock on [        ], the record date for the Special Meeting, you may vote in person at the Special Meeting or any adjournment thereof, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided in accordance with the instructions set forth on the enclosed proxy card. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided to you by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly represented and voted at the Special Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a legal proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Special Meeting?

A:     At the Special Meeting, if you abstain from voting with respect to a particular proposal, your shares will be counted as present for purposes of establishing a quorum. For purposes of approving the proposals, failure to vote or an abstention will each have the same effect as a vote “AGAINST” each of the Merger Proposal and the Charter Proposals. A failure to vote or an abstention will have no effect on the outcome of each of the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal and the Adjournment Proposal.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented at the Special Meeting or any adjournment thereof.

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Q:     If I am not going to attend the Special Meeting in person, should I return my proxy card instead?

A:     Yes. Whether you plan to attend the Special Meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided in accordance with the instructions set forth on the enclosed proxy card.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe the proposals presented at the Special Meeting will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will be counted as present for the purpose of determining the existence of a quorum at the Special Meeting so long as a stockholder has given the broker or other nominee voting instructions on at least one of the proposals set forth in this proxy statement/prospectus. However, broker non-votes will not be counted as “votes cast” at the Special Meeting. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to our transfer agent at the address listed under “Who can help answer my questions?” below so that it is received by the transfer agent prior to the Special Meeting, or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Amanda Abrams by email at aabrams@cohenandcompany.com or in writing to INSU Acquisition Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, or by telephone at (215) 701-9555, which must be received by Ms. Abrams prior to the Special Meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     We will pay the cost of soliciting proxies for the Special Meeting. We have engaged Morrow Sodali LLC, which we refer to as Morrow, to assist in the solicitation of proxies for the Special Meeting. We will pay Morrow a fee of $[        ] plus a per call fee for any incoming or outgoing stockholder calls for such services, which fee also includes Morrow acting as the inspector of election at the Special Meeting. We will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of our common stock for their expenses in forwarding soliciting materials to beneficial owners of our common stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     What are the material U.S. federal income tax consequences of the Merger to Metromile Stockholders?

A:     The parties intend that the Merger will be treated as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal income tax purposes.

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If the Merger so qualifies, a U.S. holder of Metromile common stock generally will not recognize any gain or loss on shares of our common stock received in the Merger. Although the obligations of Metromile and the Company to complete the Merger are not conditioned upon the receipt of an opinion from either Ledgewood P.C. (“Ledgewood”) or Cooley LLP (“Cooley”) to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, we have received an opinion from Ledgewood as to certain material U.S. federal income tax consequences of the Merger described herein. For a more detailed discussion of certain material U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences — Tax Consequences of the Merger to U.S. Holders of Metromile Common Stock.

The consequences of the Merger to any particular stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, stockholders are urged to consult their tax advisors to determine the tax consequences of the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of their particular circumstances.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

John M. Butler, President and Chief Executive Officer
INSU Acquisition Corp. II
2929 Arch Street, Suite 1703
Philadelphia, Pennsylvania 19104
Tel: (215) 701-9555

You may also contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email: [                  ]

To obtain timely delivery, our stockholders must request the materials no later than five business days prior to the Special Meeting.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) prior 5:00 p.m., Eastern Time, on [        ], 2021 (two business days before the Special Meeting) in order for their shares to be redeemed. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th floor
New York, NY 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

If you have other questions please contact:

Amanda Abrams
INSU Acquisition Corp. II
2929 Arch Street, Suite 1703
Philadelphia, PA 19104
Tel: (215) 701-9693
Email: aabrams@cohenandcompany.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that may be important to you. To better understand the proposals to be considered at the Special Meeting, including the Merger Proposal, whether or not you plan to attend the Special Meeting, we urge you to read this proxy statement/prospectus (including the annexes) carefully, including the section entitled “Risk Factors” beginning on page 30. See also the section entitled “Where You Can Find More Information.”

Unless otherwise specified, all share amounts and share calculations: (i) assume no exercise of redemption rights by our public stockholders, (ii) assume that an aggregate of approximately 84.2 million shares of our common stock will be issued (or reserved for issuance) to the Metromile stockholders, as consideration in the Merger, and (iii) do not include (a) any warrants to purchase our common stock that will be outstanding following the Merger, (b) any equity awards that may be issued under our proposed 2021 Plan following the Merger, or (c) any adjustments to the merger consideration that will result from the terms of the Merger Agreement.

Parties to the Merger

INSU Acquisition Corp. II

We are a Delaware special purpose acquisition company formed in October 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Our securities are traded on The Nasdaq Capital Market under the ticker symbols “INAQ,” “INAQU” and “INAQW.” We will apply to continue the listing of our common stock and warrants on The Nasdaq Capital Market under the symbols “MLE” and “MLEEW,” respectively, upon the Closing. Following the Merger, we expect to change our name to Metromile, Inc.

The mailing address of our principal executive office is 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, and our telephone number is (215) 701-9555.

For additional information regarding the Company, see the section in this proxy statement/prospectus entitled “Information About the Company.”

INSU II Merger Sub Corp.

Merger Sub is a Delaware corporation, and our direct wholly owned subsidiary, incorporated by us on November 10, 2020 to facilitate the Merger. In the Merger, Merger Sub will merge with and into Metromile, with Metromile being the surviving entity. The Metromile stockholders will exchange their shares of Metromile common stock for shares of our common stock and subject to certain conditions, cash, as consideration in the Merger.

The mailing address of Merger Sub’s principal executive office is 2929 Arch Street, Suite 1703, Philadelphia, Pennsylvania 19104, and its telephone number is (215) 701-9555.

Metromile, Inc.

Metromile is a Delaware corporation incorporated in January 2011. In the Merger, Merger Sub will merge with and into Metromile, with Metromile being the surviving entity. The Metromile stockholders will exchange their shares of Metromile common stock for shares of our common stock and subject to certain conditions, cash, as consideration and we will assume Metromile’s outstanding equity awards in the Merger, which will be settled in our common stock. Following the Merger, Metromile will change its name to Metromile Operating Company.

The mailing address of Metromile’s principal executive office is 425 Market Street #700, San Francisco, CA 94105, and its telephone number is (888) 242-5204.

For additional information regarding Metromile, see the section in this proxy statement/prospectus entitled “Information About Metromile.”

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The Merger Proposal

The Merger Agreement provides for the business combination of Metromile and the Company pursuant to the merger of Merger Sub with and into Metromile with Metromile continuing as the surviving entity and a wholly owned subsidiary of the Company. The following summary of the Merger and the Merger Agreement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus.

In the Merger, the Metromile stockholders will exchange their shares of Metromile common stock for shares of our common stock and subject to certain conditions, cash, and we will assume Metromile’s outstanding equity awards, which will be settled in our common stock. The aggregate consideration to be paid in the Merger will consist of:

•        assuming no adjustments, an estimated 84.2 million shares of our common stock, which we refer to as the Stock Consideration;

•        up to $30.0 million of cash, subject to certain conditions, which we refer to as the Cash Consideration; and

•        an additional 10,000,000 shares of our common stock, which we refer to as the Additional Shares, in the event that the closing sale price of our common stock exceeds $15.00 per share for 20 out of any 30 consecutive trading days during the first two years following the closing of the Transactions.

We refer to the Stock Consideration and the Cash Consideration together as the Merger Consideration. If, after the date of the Merger Agreement and prior to the effective time of the Merger, the Company undergoes a change in its capitalization (such as a stock split, share dividend or recapitalization affecting the Company common stock), the Merger Agreement provides for an equitable adjustment in the number of shares comprising the Stock Consideration.

The number of shares which comprise the Stock Consideration will be based on a $10.00 per share value for our common stock. The amount of common stock to be issued as consideration in the Merger is subject to adjustment, as set forth in the Merger Agreement, if (i) Metromile’s Closing Net Working Capital Amount (as defined in the Merger Agreement) at the time of Closing is greater than the Target Net Working Capital Ceiling, by the number of shares equal to the amount by which Metromile’s Closing Net Working Capital Amount is greater than the Target Net Working Capital Ceiling, divided by $10.00, or (ii) Metromile’s Closing Net Working Capital Amount at the time of Closing is less than the Target Net Working Capital Floor, by the number of shares equal to the amount by which Metromile’s Closing Net Working Capital Amount is less than the Target Net Working Capital Floor, divided by $10.00.

At the effective time of the Merger, all Vested Metromile Options will be converted into Parent Vested RSUs. The number of Parent Vested RSUs to be received by a holder of Vested Metromile Options shall equal such holder’s Aggregate Option Spread divided by the Reference Price.

At the effective time of the Merger, all outstanding and unvested options to acquire Metromile common stock, which we refer to herein as Unvested Metromile Options, shall be converted into Converted Options, under the 2021 Plan. Each Converted Option will continue to be subject to substantially the same terms and conditions as were applicable to the Unvested Metromile Option prior to the effective time of the Merger, including the applicable vesting schedule, except that (i) the number of Converted Options received by a holder of Unvested Metromile Options shall equal the product of the number of shares of Metromile common stock subject to the applicable Unvested Metromile Option and the Per Share Stock Consideration and (ii) the exercise price will equal the exercise price of the Unvested Metromile Option divided by the Per Share Stock Consideration.

For additional information, see the sections in the accompanying proxy statement/prospectus entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Merger Consideration.

We intend to pay the fees and expenses related to the Merger with the cash held in our Trust Account and the cash obtained in connection with the PIPE Investment. To the extent not used for the redemption price for any properly redeemed shares of our common stock, or fees and expenses related to the Merger and the transactions contemplated by the Merger Agreement, the proceeds from the Trust Account and the PIPE Investment will be used for general corporate purposes, which may include, but not be limited to, working capital for operations, repayment of indebtedness, capital expenditures and future acquisitions.

See the section entitled “Proposal No. 1 — The Merger Proposal” for more information regarding the Merger and the Merger Proposal.

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Redemption Rights

Pursuant to our charter, holders of our Public Shares may elect to have their shares redeemed for cash at a redemption price per share calculated in accordance with our charter. As of October 31, 2020, this would have amounted to approximately $10.00 per share. If a holder of Public Shares properly exercises his, her or its redemption rights, then such holder will be exchanging his, her or its shares of our common stock for cash and will no longer own such shares. See the section entitled “Special Meeting of Company Stockholders — Redemption Rights and Procedures” for the procedures to be followed if you wish to redeem your shares for cash and not continue to own our common stock following consummation of the Merger.

Notwithstanding the foregoing, a holder of Public Shares, together with any of its affiliates or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from exercising redemption rights with respect to 20% or more of the Public Shares.

Neither the Merger will be consummated nor will any Public Shares be redeemed if public stockholders redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 or that would cause us to have less than $199 million in cash on hand at the time of the Merger, taking into account the PIPE Investment, among other things.

Any redemptions by our public stockholders will decrease the funds in the Trust Account available to us to consummate the Merger and the other transactions contemplated by the Merger Agreement.

Impact of the Merger on the Company’s Public Float

We anticipate that, upon completion of the Merger, assuming that none of our stockholders exercise redemption rights and that an aggregate of approximately 84.2 million shares of our common stock will be issued as consideration in the Merger, (1) our Sponsor, directors, and other holders of Founder Shares will hold approximately [        ]% of our outstanding common stock, (2) our public stockholders will hold approximately [        ]% of our outstanding common stock, (3) the PIPE Investors will hold approximately [        ]% of our outstanding common stock, and (4) the Metromile stockholders will hold approximately [        ]% of our outstanding common stock. If 12.5 million shares of our common stock are redeemed for cash, upon completion of the Merger, (1) our Sponsor, directors, and other holders of Founder Shares will hold approximately [        ]% of our outstanding common stock, (2) our public stockholders will hold approximately [        ]% of our outstanding common stock, (3) the PIPE Investors will hold approximately [        ]% of our outstanding common stock, and (4) the Metromile stockholders will hold approximately [        ]% of our outstanding common stock. These ownership percentages do not take into account (1) any warrants to purchase our common stock that will be outstanding following the Merger, (2) any equity awards that may be issued under our proposed 2021 Plan following the Merger, or (3) any adjustments to the Merger Consideration pursuant to the Merger Agreement. If any shares of our common stock are redeemed by our public stockholders in connection with the Merger, the percentage of our outstanding common stock held by our public stockholders will decrease and the percentage of our outstanding common stock held by each of our Initial Stockholders, Cantor and the Metromile stockholders will increase. Similarly, if the number of shares issued as Merger Consideration is less than our estimates, the percentage of our outstanding common stock held by our public stockholders, our Initial Stockholders and Cantor will increase and the percentage of our outstanding common stock held by the Metromile stockholders will decrease.

Board of Directors of the Company Following the Merger

Upon consummation of the Merger, the Merger Agreement provides that our board of directors will change in size from five to seven members. Each of our incumbent directors, Daniel Cohen, John Chrystal, Sheila Nicoll, Andrew Hohns and Sasson Posner, have advised us that they will resign from our board of directors upon the Closing.

See the section entitled “Management Following the Merger” for additional information.

Regulatory Matters

Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the HSR Act, and the related rules and regulations issued by the Federal Trade Commission, which we refer to as the FTC, certain transactions, including the Merger, may not be consummated until notifications have been given and specified information and documentary material have been furnished to the FTC and the U.S. Department of Justice, which

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we refer to as the DOJ, and the applicable waiting periods have expired or been terminated. The completion of the Merger is conditioned upon the expiration or early termination of the HSR Act waiting period. On [        ], 2020, we and Metromile will file our respective notification and report forms under the HSR Act with the DOJ and the FTC. The initial 30-day waiting period will expire on [        ], 2021. See the section entitled “Proposal No. 1 — The Merger Proposal — The Merger Agreement — Covenants of the Parties” for additional information.

The Closing is subject to certain regulatory approvals or exemptions, including approval or exemption by the Delaware Insurance Commissioner and the California Insurance Commissioner. The Company and Metromile will make the following filing in either or both states if the request for exemption is not granted by either or both states:

•        “Form A” Information Statement to the Insurance Commissioner of California pursuant to California Insurance Code section 1215.2; and

•        “Form A” Statement regarding the Acquisition of Control or Merger with a Domestic Insurer to the Delaware Department of Insurance pursuant to Delaware Insurance Code section 5003.

Tax Consequences of the Merger

For a description of the material U.S. federal income tax consequences of the Merger, see the section entitled “Material U.S. Federal Income Tax Consequences.

Accounting Treatment

The Merger will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, INSU, who is the legal acquirer, will be treated as the “acquired” company for financial reporting purposes and Metromile will be treated as the accounting acquirer. This determination was primarily based on Metromile expecting to have a majority of the voting power of the post-combination company, Metromile’s senior management comprising substantially all of the senior management of the post-combination company, the relative size of Metromile compared to INSU, and Metromile’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Merger will be treated as the equivalent of a capital transaction in which Metromile is issuing stock for the net assets of INSU. The net assets of INSU will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger will be those of Metromile.

Appraisal Rights

Appraisal rights are not available to holders of shares of our common stock in connection with the Merger.

Reasons for the Merger

Our board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Merger, has determined that the Merger Agreement and the transactions contemplated thereby, are fair to and in the best interests of the Company and our stockholders, and unanimously recommends that our stockholders vote “FOR” the Merger Proposal. For a description of the reasons considered by our board of directors in deciding to recommend adoption of the Merger Agreement, see the sections entitled “Proposal No. 1 — The Merger Proposal — Reasons for the Approval of the Merger” and “Proposal No. 1 — The Merger Proposal — Recommendation of the Board.”

Proposals Related to the Company’s Amended and Restated Certificate of Incorporation

In connection with the Merger Proposal, and in order to allow us to complete the Merger, we are asking you to approve the amendment of our charter to increase the number of shares of our authorized common stock from [                ] to [        ].

Additionally, we are also asking you to approve the amendment and restatement of our charter (as amended) that will be in effect following completion of the Merger:

•        To reclassify all Class A common stock to common stock.

•        To authorize “blank check” preferred stock.

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•        To increase the number of classes of directors from two to three.

•        To provide for additional changes, principally changing the Company’s corporate name from “INSU Acquisition Corp. II” to “Metromile, Inc.” and removing provisions applicable only to special purpose acquisition companies.

See the sections entitled “Proposal No. 2 — Authorization to Increase our Authorized Capital,” and “Proposal No. 3 — Approval of Amendment and Restatement of our Charter in Connection with the Merger” for more information.

The Nasdaq Proposal

In connection with the Merger Proposal, and in order to allow us to complete the Merger, we are asking you to approve, for purposes of complying with Nasdaq Listing Rule 5635(a) and (b), the issuance of more than 20% of our issued and outstanding common stock and the resulting change of control in connection with the Merger. In addition, under Nasdaq Listing Rule 5635(d), prior stockholder approval is required for the issuance, other than in a public offering, of securities convertible into common stock at a price less than the greater of book or market value of the common stock if the securities are convertible into 20% or more of a company’s common stock, and we are therefore asking you to approve the issuance of our shares of common stock in connection with the PIPE Investment. See the section entitled “Proposal No. 4 — The Nasdaq Proposal” for more information.

The Incentive Plan Proposals

Our proposed 2021 Plan will be effective upon the Closing, subject to approval by our stockholders at the Special Meeting. The proposed 2021 Plan will reserve 10%, or approximately [        ], of our shares of common stock for issuance in accordance with the plan’s terms. Additionally, the number of shares of New Metromile Common Stock reserved for issuance under the 2021 Plan will automatically increase on January 1 of each year, for a period of ten years, from January 1, 2022 continuing through January 1, 2031, by 5% of the total number of shares of New Metromile capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Board of Directors of New Metromile. The purpose of the 2021 Plan is to provide eligible employees, directors and consultants the opportunity to receive stock-based incentive awards in order to encourage them to contribute materially to our growth and to align the economic interests of such persons with those of our stockholders. The summary of the 2021 Plan above is qualified in its entirety by reference to the complete text of the 2021 Plan, a copy of which is attached as Annex B to this proxy statement/prospectus. You are encouraged to read the 2021 Plan in its entirety. See the section entitled “Proposal No. 5 — The Incentive Plan Proposal” for more information.

Our proposed ESPP will be effective upon the Closing, subject to approval by our stockholders at the Special Meeting. The proposed ESPP will reserve 1.5%, or approximately [        ], of our shares of common stock for purchase in accordance with the plan’s terms. Additionally, the number of shares of New Metromile Common Stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2022 through January 1, 2031, by the lesser of (i) 1% of the total number of shares of New Metromile capital stock outstanding on December 31 of the preceding calendar year, and (ii) [        ] shares (200% of the initial share reserve); provided, that prior to the date of any such increase, the New Metromile Board may determine that such increase will be less than the amount set forth in clauses (i) and (ii). The purpose of the ESPP is to provide a means whereby New Metromile can align the long-term financial interests of its employees with the financial interests of its stockholders. In addition, the board of directors believes that the ability to allow its employees to purchase shares of New Metromile Common Stock will help New Metromile to attract, retain, and motivate employees and encourage them to devote their best efforts to New Metromile’s business and financial success. The summary of the ESPP above is qualified in its entirety by reference to the complete text of the ESPP, a copy of which is attached as Annex C to this proxy statement/prospectus. You are encouraged to read the ESPP in its entirety. See the section entitled “Proposal No. 6 — The ESPP Proposal” for more information.

The Existing Director Election Proposal

We are asking you to consider and vote upon a proposal to elect Daniel G. Cohen and John C. Chrystal to serve as Class I directors on our board of directors until the earlier of the Effective Time and the 2023 annual meeting of stockholders, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death. See the section entitled “Proposal No. 7 — The Existing Director Election Proposal” for more information.

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The Business Combination Director Election Proposal

Each of the members of our board of directors intends to resign from our board of directors upon the Closing. We are asking you to consider and vote upon a proposal to elect, effective as of, and contingent upon, the Effective Time, to elect seven directors to serve staggered terms on our board of directors under our Business Combination Charter until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified or until their earlier resignation, removal or death. See the section entitled “Proposal No. 8 — The Business Combination Director Election Proposal” for more information.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the Special Meeting to permit us to approve the Merger Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal, and/or the Business Combination Director Election Proposal, the Adjournment Proposal allows us to adjourn the Special Meeting to a later date, if necessary, to permit further solicitation of proxies. See the section entitled “Proposal No. 9 — The Adjournment Proposal” for more information.

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of our stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of our common stock outstanding and entitled to vote at the Special Meeting is represented at the meeting in person or by proxy. An abstention from voting, shares represented at the Special Meeting in person or by proxy but not voted on one or more proposals or the failure of a stockholder who holds his or her shares in “street name” through a broker or other nominee to give voting instructions to such broker or other nominee on one or more but less than all of the proposals set forth in this proxy statement/prospectus (a “broker non-vote”) will each count as present for the purposes of establishing a quorum. As of the date of this proxy statement/prospectus, our executive officers, directors and affiliates hold approximately 26.4% of our outstanding shares of common stock. All of such shares will be voted in favor of the Merger Proposal and other proposals described in this proxy statement/prospectus and presented at the Special Meeting.

The approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock. Accordingly, a stockholder’s failure to vote by proxy or to vote in person at the Special Meeting, an abstention from voting or a broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal.

The approval of each Charter Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our common stock. Accordingly, a stockholder’s failure to vote in person or by proxy, a broker non-vote or an abstention on any of the Charter Proposals will have the same effect as a vote “AGAINST” such proposal.

The approval of each of the Nasdaq Proposal, the Incentive Plan Proposals and the Adjournment Proposal requires the affirmative vote of holders of a majority of the total votes cast on such proposal. In order to be elected as a director as described in the Existing Director Election Proposal or the Business Combination Director Election Proposal, a nominee must receive a plurality of all the votes cast at the Special Meeting, which means that the nominees with the most votes are elected. Accordingly, neither a stockholder’s failure to vote in person or by proxy, a broker non-vote nor an abstention will be considered a “vote cast,” and thus will have no effect on the outcome of the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal or the Adjournment Proposal.

The Merger Proposal is conditioned on the approval of Proposal 2 and the Nasdaq Proposal. In addition, (i) Proposal 2 is conditioned on the approval of the Merger Proposal and the Nasdaq Proposal, (ii) each of Proposal 3, Proposal 4, the Incentive Plan Proposals and the Business Combination Director Election Proposal is conditioned on the approval of the Merger Proposal, Proposal 2 and the Nasdaq Proposal, and (iii) the Nasdaq Proposal is conditioned on the approval of the Merger Proposal and Proposal 2. Neither the Existing Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. It is important for you to note that if either the Merger Proposal or the Nasdaq Proposal is not approved by our stockholders, or if any other proposal is not approved by our stockholders and we and Metromile do not waive the applicable closing condition under the Merger Agreement, then the Merger will not be consummated. If we do not consummate the Merger and fail to complete an initial business combination by our Business Combination Outside Date, we will be required to dissolve and liquidate our Trust Account by returning the then remaining funds in such account to the public stockholders.

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Recommendation to Company’s Stockholders

Our board of directors believes that each of the Merger Proposal, the Charter Proposals, the Nasdaq Proposal, the Incentive Plan Proposals, the Existing Director Election Proposal, the Business Combination Director Election Proposal and the Adjournment Proposal to be presented at the Special Meeting is in the best interests of Metromile and our stockholders and unanimously recommends that our stockholders vote “FOR” each of the proposals.

Interests of Certain Persons in the Merger

When you consider the recommendation of our board of directors in favor of approval of these proposals, you should also consider that our directors and officers have interests in the Merger that are different from or in addition to (and which may conflict with) your interests as a stockholder, including the following:

•        our Sponsor, officers and directors will hold our common stock following the Merger, subject to lock-up agreements;

•        our Sponsor, officers and directors will hold Placement Warrants to purchase shares of our common stock following the Merger, subject to lock-up agreements;

•        our Sponsor, officers and certain of our directors paid an aggregate of $4,550,000 for their Founder Shares, Placement Shares and Placement Warrants and that such securities are expected to have a significantly higher value at the time of the Merger and will have little or no value if we do not complete the Merger;

•        our Sponsor, officers and directors have waived their redemption rights with respect to their Founder Shares, Placement Shares and Public Shares in connection with the Merger, and have waived their redemption and liquidation rights with respect to their Founder Shares and Placement Shares if we are unable to complete a business combination by our Business Combination Outside Date;

•        if we are unable to complete a business combination by our Business Combination Outside Date, Insurance Acquisition Sponsor II, LLC will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities to which we owe money for services rendered or contracted for or products sold to us, but only if such a vendor or target business has not executed such a waiver;

•        our Sponsor has agreed to loan us funds in an amount up to $750,000 for working capital requirements and to finance transaction costs in connection with an initial business combination, and any amounts outstanding under this loan will not be repaid if we are unable to complete a business combination by our Business Combination Outside Date;

•        The Company will have the right to designate one individual for appointment to the board of New Metromile; and

•        the continued indemnification of our current directors and officers and the continuation of directors’ and officers’ liability insurance after the Merger.

At any time prior to the Special Meeting, during a period when they are not then aware of any material nonpublic information regarding us, our securities or Metromile, our Sponsor, directors, officers and their respective affiliates may purchase our securities on the open market, and may enter into agreements to purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or who have elected to redeem, or indicate an intention to redeem, their shares in connection with the Merger. Any such privately negotiated purchases may be effected at purchase prices that are in excess of fair market value or in excess of the per-share pro rata portion of the Trust Account. Our Initial Stockholders, directors, officers, advisors and their respective affiliates may also enter into transactions with stockholders and others to provide them with incentives to acquire shares of our common stock or vote their shares in favor of the Merger Proposal. While the exact nature of such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such persons against potential loss in value of their shares, including the granting of put options and the transfer to such persons of shares or warrants for nominal value. Our Initial Stockholders, directors, officers or their respective affiliates will not effect any such purchases when they are in possession of any material nonpublic information relating to us or Metromile, during a restricted period under Regulation M under the Exchange Act or in a transaction which would violate Section 9(a)(2) or Rule 10b-5 under the Exchange Act.

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The purpose of such purchases and other transactions would be to increase the likelihood that the Merger Proposal is approved and to decrease the likelihood that holders will request redemption of Public Shares and cause us to have insufficient funds to fund amounts required under the Merger Agreement. Entering into any such arrangements may have a depressive effect on the price of our common stock. For example, if as a result of these arrangements an investor or holder purchases shares for nominal value, the investor or holder may be more likely to sell such shares immediately following the Closing for a price below market value.

If our Initial Stockholders, directors, officers or their respective affiliates effect any purchases of our common stock, such purchases may cause the Merger Proposal to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert disproportionate influence over the approval of the Merger Proposal and other proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus, no such agreements to sell or purchase shares prior to the record date have been entered into with any such investor or holder. We will file a Current Report on Form 8-K to disclose any material arrangements entered into or significant purchases made by any of the aforementioned persons that are not described in this proxy statement/prospectus and that would affect the vote on the Merger Proposal.

Risk Factors

Both INSU and Metromile are subject to various risks associated with their businesses and their industries. In addition, the Merger, including the possibility that the Merger may not be completed, poses a number of risks to each company and its respective stockholders. In evaluating the proposals to be presented at the Special Meeting, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

These risk factors include, but are not limited to, the following:

Risks related to Metromile:

•        Metromile has a history of net losses and could continue to incur substantial net losses in the future.

•        Metromile’s historical operating results indicate substantial doubt exists related to its ability to continue as a going concern.

•        Metromile may lose existing customers or fail to acquire new customers.

•        Metromile may require additional capital to support business growth or to satisfy its regulatory capital and surplus requirements, and this capital might not be available on acceptable terms, if at all.

•        The COVID-19 pandemic has caused disruption to Metromile’s operations and may negatively impact its business, key metrics, and results of operations in numerous ways that remain unpredictable.

•        Metromile relies on telematics, mobile technology and its digital platform to collect data points that it evaluates in pricing and underwriting insurance policies, managing claims and customer support, and improving business processes. To the extent regulators prohibit or restrict this collection or use of this data, Metromile’s business could be harmed.

•        Regulatory changes may limit Metromile’s ability to develop or implement its telematics-based pricing model and/or may eliminate or restrict the confidentiality of its proprietary technology.

•        Metromile expects a number of factors to cause its results of operations to fluctuate on a quarterly and annual basis, which may make it difficult to predict future performance.

•        Denial of claims or Metromile’s failure to accurately and timely pay claims could materially and adversely affect its business, financial condition, results of operations, brand and prospects.

•        Unexpected increases in the frequency or severity of claims may adversely affect Metromile’s results of operations and financial condition.

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•        Failure to maintain Metromile’s risk-based capital at the required levels could adversely affect its ability to maintain regulatory authority to conduct its business.

•        Metromile is subject to stringent and changing privacy and data security laws, regulations, and standards related to data privacy and security. Metromile’s actual or perceived failure to comply with such obligations could harm its reputation, subject it to significant fines and liability, or adversely affect its business.

•        If Metromile is unable to underwrite risks accurately or charge competitive yet profitable rates to its customers, its business, results of operations and financial condition will be adversely affected.

•        Litigation and legal proceedings filed by or against Metromile and its subsidiaries could have a material adverse effect on its business, results of operations and financial condition.

•        The insurance business, including the market for automobile, renters and homeowners insurance, is historically cyclical in nature, and Metromile may experience periods with excess underwriting capacity and unfavorable premium rates, which could adversely affect its business.

•        Metromile is subject to extensive regulation and potential further restrictive regulation may increase its operating costs and limit its growth.

•        Metromile’s actual incurred losses may be greater than its loss and loss adjustment expense reserves, which could have a material adverse effect on its financial condition and results of operations.

Risks related to the Company and the Merger

•        Warrants to purchase INSU’s common stock will become exercisable following the Merger, which could increase the number of shares eligible for future resale in the public market and result in dilution to the public stockholders.

•        Public stockholders will experience immediate dilution due to the issuance of common stock to the Metromile stockholders as consideration in the Merger. Having a minority share position likely reduces the influence that the current stockholders have on the management of New Metromile.

•        Neither INSU’s board of directors nor any committee thereof obtained a third party valuation or fairness opinion in determining whether or not to pursue the Business Combination.

•        INUS’s Initial Stockholders, directors and officers may have a conflict of interest in determining to pursue our business combination with Metromile, since certain of their interests are different from or in addition to (and may conflict with) the interests of INSU’s public stockholders, and such interests may have influenced their decisions to approve the Merger and recommend that INSU’s stockholders approve the Merger Proposal.

•        Subsequent to the consummation of the Merger, New Metromile may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

•        New Metromile may be subject to securities litigation, which is expensive and could divert management’s attention.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY

The following table sets forth selected historical financial information derived from INSU’s unaudited financial statements as of and for the nine months ended September 30, 2020 and INSU’s audited financial statements as of and for the year ended December 31, 2019 and for the period from October 11, 2018 (inception) through December 31, 2018, each of which is included elsewhere in this proxy statement/prospectus. Such financial information should be read in conjunction with the audited and unaudited financial statements and related notes included elsewhere in this proxy statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following summary financial information in conjunction with the section entitled “Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and INSU’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.

 

Nine Months
Ended
September 30,
2020

 

For the Period
from
October 11,
2018 (inception)
Through
December 31,
2018

 

Year
Ended
December 31,
2019

Statement of Operations Data:

 

 

 

 

 

 

 

 

 

 

 

 

Formation and operating costs

 

$

85,001

 

 

$

148

 

 

$

976

 

Loss from operations

 

 

(85,001

)

 

 

(148

)

 

 

(976

)

Other income

 

 

 

 

 

 

 

 

 

 

 

 

Interest earned on marketable securities

 

 

1,386

 

 

 

 

 

 

 

Net loss

 

$

(83,615

)

 

$

(148

)

 

$

(976

)

   

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net (loss) income per share, Class A redeemable common stock

 

$

0.00

 

 

$

 

 

 

$

 

 

Weighted average shares outstanding of Class A redeemable common stock

 

 

23,000,000

 

 

 

 

 

 

 

 

 

Basic and diluted net loss per share, Class A and Class B non-redeemable common stock

 

$

(0.01

)

 

$

 

 

$

 

Weighted average shares outstanding of Class A and Class B non-redeemable common stock

 

 

8,386,667

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

690,971

 

 

$

 

 

$

 

Cash and marketable securities held in Trust Account

 

$

230,001,386

 

 

$

 

 

$

 

Total assets

 

$

230,932,799

 

 

$

1,000

 

 

$

10,315

 

Class A Common stock subject to possible redemption

 

$

216,106,340

 

 

$

 

 

$

 

Total stockholders’ equity (deficit)

 

$

5,000,005

 

 

$

(148

)

 

$

(1,124

)

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF METROMILE

The following information is only a summary and should be read in conjunction with Metromile’s consolidated financial statements and related notes contained elsewhere in this proxy statement/prospectus and information discussed under “Metromile’s Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of Metromile’s future performance.

The summary consolidated statements of operations data for the years ended December 31, 2018 and 2019 and the summary consolidated balance sheet data as of December 31, 2018 and 2019 are each derived from Metromile’s audited consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The summary consolidated statement of operations data for the nine months ended September 30, 2019 and 2020, and the summary consolidated balance sheet data as of September 30, 2020 are derived from Metromile’s unaudited consolidated financial statements appearing elsewhere in this proxy statement/prospectus. The Metromile unaudited interim consolidated financial statements were prepared on the same basis as its audited financial statements. The historical results are not necessarily indicative of the results to be expected in the future.

 

Nine Months Ended
September 30,

 

Years Ended
December 31,

Consolidated Statement of Operations Data:

 

2019

 

2020

 

2018

 

2019

   

(In thousands, except share and per share data)

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Premiums earned, net

 

$

21,863

 

 

$

9,360

 

 

$

33,796

 

 

$

23,807

 

Interest Income

 

 

1,583

 

 

 

500

 

 

 

1,412

 

 

 

1,898

 

Other revenue

 

 

22,507

 

 

 

14,499

 

 

 

19,108

 

 

 

27,050

 

Total revenue

 

 

45,953

 

 

 

24,359

 

 

 

54,316

 

 

 

52,755

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Losses and loss adjustment expenses

 

 

24,780

 

 

 

12,214

 

 

 

40,663

 

 

 

30,758

 

Policy servicing expense and other

 

 

11,998

 

 

 

12,803

 

 

 

13,648

 

 

 

16,297

 

Sales, marketing and other acquisition costs

 

 

18,224

 

 

 

3,616

 

 

 

18,241

 

 

 

23,954

 

Research and development

 

 

6,636

 

 

 

6,668

 

 

 

6,417

 

 

 

9,055

 

Amortization of capitalized software

 

 

7,829

 

 

 

8,311

 

 

 

9,491

 

 

 

10,648

 

Other operating expenses

 

 

14,040

 

 

 

13,138

 

 

 

14,588

 

 

 

18,896

 

Total Operating Expenses

 

 

83,507

 

 

 

56,750

 

 

 

103,048

 

 

 

109,608

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(37,554

)

 

 

(32,391

)

 

 

(48,732

)

 

 

(56,853

)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

56

 

 

 

3,453

 

 

 

410

 

 

 

247

 

Increase in fair value of stock warrant liability

 

 

 

 

 

640

 

 

 

352

 

 

 

92

 

Total other expense

 

 

56

 

 

 

4,093

 

 

 

762

 

 

 

339

 

Net loss before taxes

 

 

(37,610

)

 

 

(36,484

)

 

 

(49,494

)

 

 

(57,192

)

Income tax provision/(benefit)

 

 

37

 

 

 

(67

)

 

 

(125

)

 

 

37

 

Net loss

 

$

(37,647

)

 

$

(36,417

)

 

$

(49,369

)

 

$

(57,229

)

Net loss per share, basic and diluted

 

$

(4.51

)

 

$

(4.16

)

 

$

(6.41

)

 

$

(6.85

)

Weighted average common shares outstanding, basic and diluted

 

 

8,351,575

 

 

 

8,746,655

 

 

 

7,697,570

 

 

 

8,359,973

 

 

As of
September 30,
2020

 

As of
December 31,

   

2018

 

2019

   

(In thousands)

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

202,774

 

 

$

206,812

 

 

$

210,494

 

Total liabilities

 

 

176,721

 

 

 

90,949

 

 

 

149,034

 

Convertible preferred stock

 

 

304,469

 

 

 

304,469

 

 

 

304,469

 

Total stockholder’s deficit

 

 

(278,416

)

 

 

(188,606

)

 

 

(243,009

)

24

Table of Contents

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet information as of September 30, 2020 are based on the historical financial statements of Metromile and the Company as of September 30, 2020, giving effect to the Merger as if it had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the nine months ended September 30, 2020 and the year ended December 31, 2019 are based on the historical financial statements of Metromile and the Company, giving effect to the Merger as if it had occurred on January 1, 2019.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemption into cash of the Company’s Public Shares:

•        Scenario 1 — Assuming no redemption into cash: This presentation assumes that no Company stockholders exercise redemption rights with respect to their Public Shares upon consummation of the Merger; and

•        Scenario 2 — Assuming redemption of 12,500,139 Company Public Shares into cash: This presentation assumes that the Company public stockholders exercise their redemption rights with respect to a maximum of 12,500,139  Public Shares upon consummation of the Merger at a redemption price of $10.00 per share.

 

Pro Forma Combined Assuming No Redemptions into Cash

 

Pro Forma Combined Assuming Maximum Redemptions into Cash

   

(In thousands)

Summary Unaudited Pro Form Condensed Combined Statement of Operations Data Nine Months Ended September 30, 2020

 

 

 

 

 

 

 

 

Revenue

 

$

24,359

 

 

$

24,359

 

Net loss per share – basic and diluted

 

 

(0.25

)

 

 

(0.28

)

Weighted-average shares outstanding – basic and diluted

 

 

133,420,725

 

 

 

120,920,586

 

 

Pro Forma Combined Assuming No Redemptions into Cash

 

Pro Forma Combined Assuming Maximum Redemptions into Cash

   

(In thousands)

Summary Unaudited Balance Sheet Data As of September 30, 2020

 

 

   

 

 

Total assets

 

$

535,301

 

$

410,300

Total liabilities