Item 8.01 Other Events.
As previously announced, on November 24, 2020, INSU Acquisition Corp. II (the
"Company") entered into an Agreement and Plan of Merger and Reorganization (as
amended, the "Merger Agreement") by and among the Company, INSU II Merger Sub
Corp. ("Merger Sub"), and MetroMile, Inc. ("Metromile"), which provides for,
among other things, Merger Sub to be merged with and into Metromile with
Metromile being the surviving corporation in the merger and a wholly owned
subsidiary of the Company (the "Merger" and together with the other transactions
contemplated by the Merger Agreement, the "Transactions"). As a result of the
Transactions, Metromile and its various operating subsidiaries will become
subsidiaries of the Company, with the former stockholders of Metromile becoming
stockholders of the Company.
On January 19, 2021, Metromile discovered a cybersecurity incident arising out
of a software bug related to its online pre-filled quote form and application
process. Based on its initial investigation, Metromile determined that unknown
persons exploited the software bug to obtain personal information of certain
individuals, including individuals' driver's license numbers, but, at this time,
no customer data has been compromised. Metromile immediately took steps to
contain and remediate the issue, including by releasing software fixes, notified
its insurance carrier, and has continued its ongoing operations. Metromile is
working diligently with security experts and legal counsel to ascertain how the
incident occurred, identify additional containment and remediation measures, and
notify affected individuals, law enforcement, and regulatory bodies, as
appropriate.
Additional Information About the Transactions and Where to Find It
The Company has filed with the SEC a Registration Statement on Form S-4 in
connection with the Transactions and has mailed a definitive proxy
statement/prospectus and other relevant documents to its stockholders. The
Company's stockholders and other interested persons are advised to read the
definitive proxy statement/prospectus in connection with the Company's
solicitation of proxies for its stockholders' meeting to be held to approve the
Transactions because the proxy statement/prospectus contains important
information about the Company, Metromile and the Transactions. The definitive
proxy statement/prospectus was mailed to stockholders of the Company as of
December 30, 2020. Stockholders may also obtain copies of the Registration
Statement on Form S-4 and the proxy statement/prospectus, without charge at the
SEC's website at www.sec.gov or by directing a request to: INSU Acquisition
Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, Attn: Joseph W.
Pooler, Jr.
Participants in Solicitation
The Company, Metromile and certain of their directors and officers may be deemed
participants in the solicitation of proxies of the Company's stockholders with
respect to the approval of the Transactions. Information regarding the Company's
directors and officers and a description of their interests in the Company is
contained in the Company's final prospectus relating to its initial public
offering, which was filed with the SEC. Additional information regarding the
participants in the proxy solicitation, including Metromile's directors and
officers, and a description of their direct and indirect interests, by security
holdings or otherwise, is included in the Registration Statement on Form S-4
and the definitive proxy statement/prospectus for the Transactions. Each of
these documents is available at the SEC's website or by directing a request to
the Company as described above under "Additional Information About the
Transaction and Where to Find It."
In connection with the Transactions, at any time prior to the special meeting to
approve the Transactions, certain existing Company stockholders, which may
include certain of the Company's officers, directors and other affiliates, may
enter into transactions with stockholders and other persons with respect to the
Company's securities to provide such investors or other persons with incentives
in connection with the approval and consummation of the Transactions. While the
exact nature of such incentives has not yet been determined, they might include,
without limitation, arrangements to purchase shares from or sell shares to such
investors and persons at nominal prices or prices other than fair market value.
These stockholders will only effect such transactions when they are not then
aware of any material nonpublic information regarding the Company, Metromile or
their respective securities.
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Forward Looking Statements
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "anticipate", "believe", "could", "continue", "expect",
"estimate", "may", "plan", "outlook", "future" and "project" and other similar
expressions that predict or indicate future events or trends or that are not
statements of historical matters. These statements, which involve risks and
uncertainties, relate to analyses and other information that are based on
forecasts of future results and estimates of amounts not yet determinable and
may also relate to the Company's or Metromile's future prospects, developments
and business strategies. In particular, such forward-looking statements include
statements concerning the timing of the Transactions; the business plans,
objectives, expectations and intentions of the public company once the
transaction is complete, and Metromile's estimated and future results of
operations, business strategies, competitive position, industry environment and
potential growth opportunities. These statements are based on the Company's or
Metromile's management's current expectations and beliefs, as well as a number
of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other important factors, many of which are
outside the Company's or Metromile's control that could cause actual results to
differ materially from the results discussed in the forward-looking statements.
These risks, uncertainties, assumptions and other important factors include, but
are not limited to, (1) the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger Agreement;
(2) the inability to complete the transactions contemplated by the Merger
Agreement due to the failure to obtain approval of the stockholders of the
Company or other conditions to closing in the Merger Agreement; (3) the ability
of the public entity to meet Nasdaq's listing standards following the
Transactions; (4) the inability to complete the PIPE Investment; (5) the risk
that the proposed transaction disrupts current plans and operations of Metromile
as a result of the announcement and consummation of the transactions described
herein; (6) the ability to recognize the anticipated benefits of the proposed
business combination, which may be affected by, among other things, competition,
the ability of the combined company to grow and manage growth profitably,
maintain relationships with suppliers and agents and retain its management and
key employees; (7) costs related to the proposed business combination; (8)
changes in applicable laws or regulations and delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary regulatory
approvals required to complete the business combination; (9) the possibility
that Metromile may be adversely affected by other economic, business, regulatory
and/or competitive factors; (10) the outcome of any legal proceedings that may
be instituted against the Company, Metromile or any of their respective
directors or officers, following the announcement of the potential transaction;
and (11) the failure to realize anticipated pro forma results and underlying
assumptions, including with respect to estimated stockholder redemptions.
Additional factors that could cause actual results to differ materially from
those expressed or implied in forward-looking statements can be found in the
Company's final prospectus for its initial public offering, subsequently filed
quarterly reports on Form 10-Q and current reports on Form 8-K, which are
available, free of charge, at the SEC's website at www.sec.gov, and are provided
in the Registration Statement on Form S-4 and provided in the Company's proxy
statement/prospectus. New risks and uncertainties arise from time to time, and
it is impossible for us to predict these events or how they may affect us. You
are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and the Company and Metromile undertake no
obligation to update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
This communication is not intended to be all-inclusive or to contain all the
information that a person may desire in considering an investment in the Company
and is not intended to form the basis of an investment decision in the Company.
All subsequent written and oral forward-looking statements concerning the
Company and Metromile, the proposed transaction or other matters and
attributable to the Company and Metromile or any person acting on their behalf
are expressly qualified in their entirety by the cautionary statements above.
Disclaimer
This communication shall neither constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in
any jurisdiction in which the offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities laws of any such
jurisdiction.
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