Insu Acquisition Corp. Ii
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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. The aggregate consideration to be paid in the Merger will consist of (i) approximately 84.2 million shares of Class A common stock (assuming Metromile stockholders exercise the full $30.0 million cash election; or up to 87.2 million shares if none), 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 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 and the amendment to the Merger Agreement is attached to this proxy statement/prospectus as Annex AA. 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 70,000,000 to 640,000,000, 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 10,000,000 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, subject to an increase to up to 19,500,000 shares, 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, six 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.