Metromile, Inc. entered into an letter of intent to acquire INSU Acquisition Corp. II (NasdaqCM:INAQ) in a reverse merger transaction for approximately $950 million on November 6, 2020. Metromile, Inc. entered into an agreement and plan of merger and reorganization to acquire INSU Acquisition Corp. II (NasdaqCM:INAQ) in a reverse merger transaction on November 24, 2020. The aggregate consideration to be paid in the transactions will consist of an estimated $30 million in cash and 84.2 million shares of the INSU's Class A common stock and an additional 10 million shares of the INSU's Class A common stock in the event that the closing share price exceeds $15 per share for 20 out of any 30 consecutive trading days during the first two years following the closing of the transactions. All vested options to acquire Metromile common stock will be converted into restricted stock units denominated in shares of INSU common stock. At the effective time of the merger, all outstanding and unvested options to acquire Metromile common stock will be converted into options denominated in shares of INSU common stock. The cash consideration will be funded from the cash held in INSU's trust account (after permitted redemptions by the INSU's public stockholders) and the proceeds of the PIPE Investment of $160 million. Upon closing of the transaction, the combined company will be named Metromile, Inc. The combined publicly traded company is expected to remain listed on NASDAQ under the new ticker symbol “MILE.”

Metromile management will continue to operate the business post-closing led by Metromile Chief Executive Officer Dan Preston; Lindsay Alexovich as Chief Accounting Officer; Paw Andersen as Chief Technology Officer; Mark Gundacker as Chief of Staff and Chief People Officer; Jesse McKendry as Vice President, Insurance. Some key employees will be Matt Stein as Vice President, Product; Debra Jack as Vice President, Communications; Jim Huscroft as Vice President, Claims; and Amrish Singh as General Manager, Enterprise. Current INSU Board of Directors Daniel Cohen, John Chrystal, Sheila Nicoll, Andrew Hohns, and Sasson Posner will resign upon the closing.

The transaction is subject to INSU and Metromile Stockholder Approval, waiting period under HSR Act being terminated, consummation of private placement, Registration Statement being declared effective, the Registration Shares being approved for listing on NASDAQ, subject to official notice of issuance, INSU having cash on hand equal to or in excess of $199 million and having at least $5 million of net tangible assets immediately following the closing, Lock-Up Agreements being delivered, resignation of INSU's Directors. Special meeting of shareholders of INSU will be held on February 9, 2021 to approve the transaction. The Boards of Directors of each of the Metromile and INSU have unanimously approved the transaction. As of January 15, 2021, the registration statement has been declared effective. As of January 29, 2021, transaction has received the necessary regulatory approvals, including approval from the Delaware Department of Insurance and the California Department of Insurance. INSU Acquisition Corp. II intends to hold its Special Meeting of stockholders on February 9, 2021. If the proposals at the Special Meeting are approved, INSU anticipates that the transaction will close shortly thereafter, subject to the satisfaction or waiver (as applicable) of all other closing conditions. As of February 9, 2021, shareholders of INSU approved the transaction. The transaction is expected to close in the first quarter of 2021. As of January 14, 2021, the transaction is expected to close in February 2021. As of February 9, 2021, the transaction is expected to close on February 9, 2021. The combined company expects to use proceeds from the transaction to reduce existing debt.

Derick S. Kauffman of Ledgewood P.C. acted as legal advisor for INSU. Rachel Proffitt, Sharon Connaughton, Adam Connolly, Erin Estevez, TJ Graham, Chris Kimball, Joshua O. Mates, Howard Morse, Ali Murata, Marianne Sarrazin, Jason Savich, Karen Tsai and Mark Windfeld-Hansen of Cooley LLP acted as legal advisors for Metromile. J.P. Morgan Securities LLC acted as financial advisor for Metromile. Cantor Fitzgerald & Co., J.P. Morgan Securities LLC, Wells Fargo and Northland Capital Markets are acting as capital markets advisors to INSU. Morrow Sodali LLC acted as proxy solicitor and Continental Stock Transfer & Trust Company acted as transfer agent to INSU Acquisition Corp. II. Ryan Maierson of Latham & Watkins LLP acted as legal advisor to placement agents J.P. Morgan Securities LLC, Allen & Company, and Wells Fargo in the transaction. Morrow & Co., LLC will be paid an advisory fee of $0.03 million.

Metromile, Inc. completed the acquisition of INSU Acquisition Corp. II (NasdaqCM:INAQ) in a reverse merger transaction on February 9, 2021. The combined company is named Metromile, Inc., and its common stock will trade beginning February 10, 2021, on NASDAQ under the ticker symbol “MILE,” while its warrants will trade on NASDAQ under the ticker symbol “MILEW.”