Insu Acquisition Corp. Ii
INSU ACQUISITION CORP. II 2929 Arch Street, Suite 1703 Philadelphia, Pennsylvania 19104 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, as amended on January 12, 2021, 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.
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