United States securities and exchange commission logo
January 8, 2021
John M. Butler
President and Chief Executive Officer
INSU Acquisition Corp. II
2929 Arch Street, Suite 1703
Philadelphia, PA 19104-2870
Re: INSU Acquisition
Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
File No. 333-250989
Filed December 31,
2020
Dear Mr. Butler:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
December 22, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4
Information about Metromile
Industry and Market Opportunity, page 167
1. We note your
disclosures here and in the Prospectus Summary and Risk Factors sections,
that Metromile relies
on telematics to collect data points that it evaluates in pricing and
underwriting insurance
policies and managing claims and that a key strategy and
competitive advantage
will be the use of telematics data to provide highly personalized
policies and that
the use of this data to set premium rates is restricted in your largest
market, California, and
may be restricted in other markets. Please expand your
disclosure to clarify
whether you are using the telematics data to set premium rates in each
of the other seven
states in which you currently write policies or advise. Also, where you
John M. Butler
INSU Acquisition Corp. II
January 8, 2021
Page 2
discuss your plans to expand to be in 21 states by 2021 and 49 states
by the end of 2022,
balance this disclosure with the number of states in which you expect
to be restricted in
your use of telematics to offer policies and premiums based on driving
habits other than
miles driven.
Competitive Strengths
Customer-oriented approach with fierce member loyalty, page 169
2. We note your new disclosure that "[I]n California, Metromile s
largest market, Metromile
received 13 justified complaints in 2019, which was lower than the
average number of
complaints received by the 50 largest automobile carriers in this
market...." Where you
reference "average number of complaints," any comparison you make
should be relative
to your size compared to the "50 largest automobile carriers." Please
revise or advise.
Part II.
Item 21. Exhibits and Financial Statement Schedules., page II-1
3. Please file your proxy card and tax opinion in the next amendment.
You may contact Lory Empie at 202-551-3714 or Cara Lubit at 202-551-5909
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at 202-551-3448 or Justin Dobbie at 202-551-3469
with any other
questions.
FirstName LastNameJohn M. Butler Sincerely,
Comapany NameINSU Acquisition Corp. II
Division of
Corporation Finance
January 8, 2021 Page 2 Office of Finance
FirstName LastName