METROMILE, INC. Item 2.01 Completion of Acquisition or Disposition of Assets
Pursuant to the Merger Agreement, the Mergers were consummated and became
effective as of
Merger Consideration
· At the effective time of the First Merger (the "First Effective Time"), all
shares of Metromile common stock, par value $0.0001 per share (the
"Metromile Common Stock"), that were held in treasury by Metromile or were
held directly by Lemonade or Acquisition Sub I immediately prior to the
First Effective Time were cancelled and ceased to exist and no consideration
was paid or payable in respect thereof;
· Except as described in the preceding bullet point, each share of Metromile
Common Stock that was issued and outstanding immediately prior to the First
Effective Time (including the "Earnout Shares," as such term is defined in
that certain Sponsor Share Cancellation and Vesting Agreement, dated as of
November 24, 2020 , by and among INSU Acquisition Corp. II ("INSU"),
Insurance Acquisition Sponsor II, LLC , and Dioptra Advisors II, LLC ) was
converted into the right to receive, without interest, 0.05263 validly
issued, fully paid and non-assessable shares of Lemonade common stock (the
"Exchange Ratio");
· Each share of common stock, par value $0.01 per share, of Acquisition Sub I
that was issued and outstanding immediately prior to the First Effective
Time was converted into one (1) validly issued, fully paid and
non-assessable share of common stock, par value $0.01 per share, of
Metromile as the Surviving Company ; and
· At the effective time of the Second Merger (the "Second Effective Time"),
each share of common stock, par value $0.01 per share, of Metromile that was
issued and outstanding immediately prior to the Second Effective Time was
cancelled and ceased to exist. Each limited liability company interest of
Acquisition Sub II issued and outstanding immediately prior to the Second
Effective Time remained outstanding as a limited liability company interest
of the Surviving Company .
Treatment of Fractional Shares
No fractional shares of Lemonade common stock were issued in connection with the
Mergers. Each
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
The information set forth in the Explanatory Note and under Items 2.01 and 8.01 is incorporated herein by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in the Explanatory Note and under Items 2.01, 3.01, 5.01 and 5.03 is incorporated herein by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the Mergers, at the First Effective Time, a change of control of
The information set forth in the Explanatory Note and under Item 2.01 is incorporated herein by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Explanatory Note and Item 2.01 of this Current Report is incorporated herein by reference into this Item 5.02.
Metromile, Inc.
In connection with the consummation of the Mergers, immediately following the
Second Effective Time, the resignations of
Surviving Company
In connection with the consummation of the Mergers, pursuant to the Merger
Agreement, the managers of Acquisition Sub II (
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Merger Agreement, effective following the consummation of the
Mergers, the effectiveness of the certificate of incorporation and the bylaws of
the Company ceased and the certificate of formation and limited liability
company agreement of Acquisition Sub II in effect as of immediately prior to the
Second Effective Time became the certificate of formation and limited liability
company agreement of the Company, subject to certain changes as set forth in the
Merger Agreement and except that the name of Acquisition Sub II was changed
after the Second Effective Time to
The information set forth in Item 2.01 of the Current Report is incorporated herein by reference into this Item 5.03.
Item 8.01 Other Events
On
A copy of the press release is furnished as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, dated as ofNovember 8, 2021 , by and among Lemonade, Inc.,Citrus Merger Sub A, Inc. ,Citrus Merger Sub B, LLC andMetromile, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed with theSEC onNovember 9, 2021 ).* 3.1 Certificate of Formation ofMetromile, LLC . 3.2 Amended and Restated Limited Liability Company Agreement ofMetromile, LLC . 99.1 Press Release by Lemonade, Inc., datedJuly 28, 2022 . 104 Cover Page Interaction Date File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
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