The reverse recapitalization of Hippo Enterprises Inc. (“Hippo”), referred to herein as the “Business Combination,” and the issuance of Hippo Holdings common stock in the PIPE Investment;

The acquisition of Spinnaker Insurance Company (“Spinnaker”) by Hippo on August 31, 2020 (“Spinnaker Transaction”)

the accompanying Notes to the unaudited pro forma condensed combined financial statements;

the historical unaudited financial statements of RTPZ as of and for the six months ended June 30, 2021 included in RTPZ’s Quarterly Report on Form 10-Q filed with the SEC on August 16, 2021 incorporated herein by reference and the historical audited financial statements of RTPZ as of the year ended December 31, 2020 and for the period from October 2, 2020 (inception) through December 31, on Form 10-K/A filed with the SEC on May 11, 2021 incorporated herein by reference;

the historical unaudited condensed consolidated financial statements of Hippo as of and for the six months ended June 30, 2021 and the historical audited consolidated financial statements of Hippo as of and for the year ended December 31, 2020, which are included as exhibits to this Form 8-K/A;

the historical audited financial statements of Spinnaker, as of, and for the year ended, December 31, 2019, included in the proxy statement/prospectus incorporated herein by reference;

the historical unaudited financial information of Spinnaker, as of, and for the period ended, June 30, 2020, included in the proxy statement/prospectus incorporated herein by reference; and

other information relating to RTPZ and Hippo included in the proxy statement/prospectus incorporated herein by reference, including the Merger Agreement and the description of certain terms thereof set forth under the section titled “The Business Combination”.

Assets

Fixed maturities available-for-sale, at fair value

Total Investments

Cash and cash equivalents

Restricted cash

Accounts receivable, net

Reinsurance recoverable on paid and unpaid losses and LAE

Deferred policy acquisition costs

Ceding commissions receivable

Prepaid reinsurance premiums

Prepaid expenses

Investments and cash held in Trust Account

Property and equipment

Capitalized internal use software, net

Goodwill

Intangible assets, net

Other assets

Total Assets

Loss and loss adjustment expense reserve

Unearned premiums

Reinsurance premiums payable

Provision for commission

Fiduciary liabilities

Convertible promissory notes

Derivative liability on notes

Contingent consideration liability

Preferred stock warrant liabilities

Due to related party

Deferred legal fees

Deferred underwriting comissions

Accrued expenses and other current liabilities

Derivative warrant liabilities

Total liabilities

Class A ordinary shares, subject to possible redemption

Preferred stock

Class A ordinary shares

Class B ordinary shares

Hippo common stock

Hippo Holdings common stock

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

Total stockholders’ equity (deficit)

Noncontrolling interest

Total stockholders’ equity (deficit)

Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)

Revenue:

Net earned premium

Commission income, net

Service and fee income

Net investment income

Net realized capital gain on investments

Other income

Total revenue

Expenses:

Losses and loss adjustment expenses

Insurance related expenses

Technology and development

Sales and marketing

General and administrative

Interest and other expense

Commission Expense

Total expenses

Income (loss) from operations

Other income (expense)

Unrealized gain on investment held in Trust Account

Change in fair value of derivative warrant liabilities

Total other income (expense)

Income (loss) before income taxes

Income taxes (benefit) expense

Net income (loss)

Net income (loss) attributable to noncontrolling interests, net of tax

Net income (loss) attributable to common stockholders

Weighted-average shares used in computing net loss per share attributable to Hippo - basic and diluted

Net loss per share attributable to Hippo - basic and diluted

Weighted average shares outstanding - Class A ordinary shares

Class A ordinary shares - basic and diluted

Weighted average shares outstanding - Class B ordinary shares

Class B ordinary shares - basic and diluted

Weighted average shares outstanding - Hippo Holdings Common stock

Hippo Holdings common stock - basic and diluted

Revenue:

Net earned premium

Commission income, net

Service and fee income

Net investment income

Total revenue

Expenses:

Losses and loss adjustment expenses

Insurance related expenses

Technology and development

Sales and marketing

General and administrative

Interest and other expense

Commission Expense

Total expenses

Income (loss) from operations

Other income (expense)

Financing costs - derivative warrant liabilities

Change in fair value of derivative warrant liabilities

Total other income (expense)

Income (loss) before income taxes

Income taxes (benefit) expense

Net income (loss)

Net income (loss) attributable to noncontrolling interests, net of tax

Net income (loss) attributable to common stockholders

Weighted-average shares used in computing net loss per share attributable to Hippo - basic and diluted

Net loss per share attributable to Hippo - basic and diluted

Weighted average shares outstanding - Class A ordinary shares

Class A ordinary shares - basic and diluted

Weighted average shares outstanding - Class B ordinary shares

Class B ordinary shares - basic and diluted

Weighted average shares outstanding - Hippo Holdings Common stock

Hippo Holdings common stock - basic and diluted

the issued and outstanding shares of Hippo preferred stock was canceled and converted into shares of Hippo common stock at the then-effective conversion rate as calculated pursuant to Hippo’s Amended and Restated Certificate of Incorporation;

the Hippo warrants were exercised in full on a cash or cashless basis or terminated without exercise, as applicable, in accordance with their respective terms;

the Hippo notes were automatically converted into shares of Hippo common stock in accordance with their respective terms;

the issued and outstanding share of Hippo common stock (including the Hippo common stock referred to in the above points) as of immediately prior to the Effective Time, was canceled in exchange for the right to receive a number of shares of Hippo Holdings common stock equal to the Exchange Ratio; and

the outstanding vested and unvested Hippo options as of immediately prior to the Effective Time, was converted into Hippo Holdings options with the same terms except for the number of shares exercisable and the exercise price, each of which was adjusted using the Exchange Ratio.

Pursuant to the terms of the Sponsor Agreement, the Sponsor subjected the 5,630,000 Sponsor Shares to the following (a) price-based vesting terms over a ten-year period following the Closing and (b) lock-ups.

Tranche 1

Price-Based Vesting Trigger: None; vested at Closing.

Lockup: 6 months following Closing.

Tranche 2

Price-Based Vesting Trigger: share price above $12.50 based on a standard trailing 20 trading day VWAP (“Trailing VWAP”).

Lockup: 12 months following Closing.

Tranche 3

Price-Based Vesting Trigger: share price above $15.00 based on the Trailing VWAP.

Lockup: 18 months following Closing.

Tranche 4

Price-Based Vesting Trigger: share price above $20.00 based on the Trailing VWAP.

Lockup: 24 months following Closing.

After ten years, any Sponsor Shares that have not yet met the applicable price-based vesting trigger shall automatically vest.

If, after Closing, Hippo Holdings completes a transaction that results in a change of control, the Sponsor Shares are released from the vesting and lock-up restrictions immediately prior to such change of control. As RTPZ legally owns the shares and is subject only to transfer restrictions that lapse upon the earlier of (1) meeting one or more specific conditions described above or (2) a stated date, such Sponsor Shares are considered to be outstanding shares of stock.

Pursuant to the terms of the Sponsor Agreement, the Sponsor agreed, in addition to the existing exercise provisions in the Warrant Agreement, to the mandatory exercise of the private placement warrants if, during the exercise period, (a) Hippo Holdings elects to redeem the public warrants, (b) the last reported sales price of Hippo Holdings common stock for any 20 trading days within a period of 30 consecutive trading days exceeds $25.00 per share, and (c) there is an effective registration statement covering the issuance of shares of Hippo Holdings common stock issuable upon exercise of the private placement warrants, and a current prospectus relating thereto, available at the time of such exercise.

Following the Closing, Hippo Holdings used $95,000,000 to acquire 9,500,000 shares of Hippo Holdings common stock from certain stockholders of Hippo prior to the Business Combination.

Hippo stockholders ^{(1) (2)}

PIPE Investors—Existing Hippo stockholders

PIPE Investors ⁽³⁾⁽⁵⁾

Class A ordinary shares

Class B ordinary shares ⁽⁵⁾

Pro Forma common stock at the Closing

Includes approximately 52.7 million shares of Hippo common stock underlying rollover options that do not represent legally outstanding shares of Hippo common stock at the Closing.

Includes redemption by Hippo of 9.5 million shares whereby, at the Closing, Hippo Holdings used $95.0 million to repurchase 9.5 million shares of Hippo Holdings common stock from certain stockholders of Hippo.

Includes $10.0 million of investment from Reinvent Capital Fund and remaining $441.0 million from Third Party PIPE investors.

Excludes the outstanding RTPZ warrants issued in connection with its initial public offering as such securities are not exercisable until 30 days after the Closing.

Through the Class B ordinary shares, the Sponsor and its related entities owned 1.027% of Hippo Holdings common stock outstanding immediately following the Closing.

Hippo Common Stock outstanding prior to the Closing

Exchange Ratio

Less: Redemption of Hippo Holdings common stock immediately after the Closing

Hippo convertible preferred stock outstanding prior to the Closing

Exchange Ratio

Hippo convertible promissory note (including accrued interest) outstanding prior to the Closing

Exchange Ratio

Hippo’s common and preferred warrants which converted prior to the Closing

Exchange Ratio

Shares of RTPZ Common Stock issued to Hippo Stockholders upon the Closing

Rollover of Hippo’s options to Hippo Holding’s options

Exchange Ratio

Total Aggregate Merger Consideration, including rollover options

Reflects the release of $230.0 million of investments held in the trust account that become available upon the Closing.

Reflects the settlement of RTPZ’s historical liabilities that were settled upon the Closing.

Reflects the automatic conversion of Hippo notes into shares of Hippo common stock as per the original terms of the Hippo notes, and subsequent conversion into Hippo Holdings common stock. Upon the conversion, the carrying value of the debt of $299.0 million, including unamortized debt discount, accrued interest of $0.9 million recorded in accrued liability, and the related derivative liability of $162.6 million were derecognized. The Hippo Holdings shares issued in exchange for the Hippo notes were recorded at fair value to Hippo Holdings common stock in amount of $0 and additional paid in capital in amount of $462.5 million.

Reflects the payment of approximately $8.1 million of deferred underwriters’ fees incurred during RTPZ’s initial public offering and due upon the Closing.

Reflects the proceeds of $550.0 million from the issuance and sale of 55.0 million shares of Hippo Holdings common stock at $10.00 per share pursuant to the Subscription Agreements entered into with the PIPE Investors in connection with the PIPE Investment.

Reflects recording of Hippo’s transaction costs of $25.2 million. These expected transaction costs are in connection with the Closing and related transactions and are deemed to be direct and incremental costs of the Business Combination, $24.5 million of which have been allocable to common stock issued and recorded as a reduction to additional paid-in capital and the remaining $0.7 million allocable to issued warrants classified as liabilities have been charged to the unaudited pro forma condensed combined statement of operations. Necessary adjustments have been made to other assets for deferred offering cost of $5.2 million, accrued liabilities for $1.1 million for unpaid Hippo transaction costs, and cash and cash equivalents for $21.1 million for Hippo’s transaction costs.

Reflects the reclassification of Hippo’s convertible preferred stock warrant liability to additional paid in capital as a result of Hippo warrants being converted into Hippo Holdings common stock.

Reflects the reclassification of Class A ordinary shares of $199.8 million to permanent equity immediately prior to the Closing.

Reflects the recapitalization of Hippo through the contribution of all outstanding Hippo common stock and Hippo preferred stock to RTPZ and the issuance of 494.7 million shares of Hippo Holdings common stock and the elimination of the accumulated deficit of RTPZ, the accounting acquiree. As a result of the recapitalization, the carrying value of Hippo’s convertible preferred stock of $344.8 million, common stock of $0, and RTPZ’s accumulated deficit of $14.4 million were derecognized. The shares of Hippo Holdings common stock issued in exchange for Hippo’s capital were recorded to Hippo Holdings common stock in the amount of $0 and additional paid in capital in amount of $344.8 million. The Transaction Accounting Adjustment also includes conversion of outstanding RTPZ Class A and Class B ordinary shares into Hippo Holdings common stock concurrent with the Closing.

Reflects the redemption of Hippo Holdings common stock amounting to $95.0 million at $10.00 per share, following the Closing.

Reflects the cash disbursed to redeem 19.3 million Class A ordinary shares for $192.6 million allocated to Hippo Holdings common stock and APIC, using a par value of $0.0001 per share at a redemption price of approximately $10.00 per share.

Reflects reversal of $68.4 million interest expense and change in fair value of embedded derivative pertaining to convertible promissory notes. The adjustment also reflects reversal of $114.6 million for changes in fair value of Hippo warrants to purchase Hippo preferred stock.

Reflects reversal of $1.7 million of RTPZ’s transaction costs that were recorded during the six months ended June 30, 2021 as such costs pertain to the Business Combination. These costs have been shown as a proforma adjustment within the unaudited pro forma condensed combined statement of operations for the year ended December 31,2020.

Reflects adjustment to eliminate pre-existing relationship and fair value between Spinnaker and Hippo and fair value adjustments as described below:

Reflects incremental expense pertaining to amortization of intangibles (including value of business acquired) amounting to $0.4 million.

Reflects reversal of $9.6 million interest expense and change in fair value of embedded derivative pertaining to convertible promissory notes. The Transaction Accounting Adjustment also includes reversal of $16.2 million for changes in fair value of Hippo warrants to purchase Hippo preferred stock.

The unaudited pro forma condensed combined statement of operations of Hippo for the year ended December 31, 2020 takes into consideration if recognition of deferred tax assets is appropriate when realization of these assets is more likely than not. Based upon weight of all available evidence, with primary focus on the Hippo’s history of recent losses, Hippo has concluded that it is not more likely than not that the recorded deferred tax assets will be realized. As a result, the tax effect of the Transactions is recorded at no tax expense or benefit to Hippo. The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had RTPZ and Hippo filed consolidated income tax returns during the period presented.

Reflects RTPZ’s transaction cost of $8.9 million as part of the Business Combination and related transactions.

Reflects the transaction costs allocable to RTPZ liability classified warrants. Refer to Note 2 for further details.

Pro forma net loss

Weighted average shares outstanding of Hippo Holdings common stock

Net loss per share (Basic and Diluted) attributable to Hippo Holdings common stockholders

Weighted average shares outstanding – basic and diluted

Former Hippo stockholders

RTPZ Class A stockholders

RTPZ Class B stockholders

PIPE Transaction

Total

Hippo Holdings Stock Options

Hippo Holdings Common stock subject to repurchase

RTPZ - public and private placement warrants