UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2021

METROMILE, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (888) 242-5204

INSU Acquisition Corp. II, 2929 Arch Street, Suite 1703, Philadelphia, PA 19104

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

As previously announced, on November 24, 2020, INSU Acquisition Corp. II (n/k/a Metromile, Inc.) (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. (n/k/a Metromile Operating Company) (“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 February 9, 2021, the Company held a special meeting in lieu of its 2021 annual meeting of stockholders (the “Special Meeting”).  At the Special Meeting, holders of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and holders of the Company’s Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”, and together with the Class A Common Stock, the “Common Stock”) voted together as a single class. At the Special Meeting, only those holders of shares of Common Stock at the close of business on December 30, 2020, the record date, were entitled to vote. As of the record date, 31,386,667 shares of Common Stock were outstanding and entitled to vote. At the Special Meeting, a total of 20,644,408 shares of Common Stock, representing approximately 65.77% of the outstanding shares of Common Stock entitled to vote, were present online or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the proposals described below were considered. Each proposal voted on at the Special Meeting is further described in detail in the Company’s definitive proxy statement/prospectus filed with the U.S. Securities and Exchange Commission and mailed to stockholders commencing on or about January 19, 2021 (“Proxy Statement”).

The final results of the matters submitted to a vote of stockholders at the Special Meeting are as follows:

Total Shares of Common Stock Exercising Redemption Rights: 8,372

Daniel G. Cohen