Temporary working capital

METROMILE: 10-K / A – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND OPERATING RESULTS

The following discussion and analysis of the financial condition and results of
operations of INSU should be read in conjunction with INSU's audited financial
statements and the notes related thereto which are included in "Item 8.
Financial Statements and Supplementary Data." Certain information contained in
the discussion and analysis set forth below includes forward-looking statements.
Our actual results may differ materially from those anticipated in these
forward-looking statements as a result of many factors, including those set
forth under "Cautionary Note Regarding Forward-Looking Statements," in this
Amended Annual Report and in the Original Filing and "Item 1A. Risk Factors" in
this Amended Annual Report and in the Original Filing.



Overview



Recent Developments


Metromile business combination



As of December 31, 2020, we were a blank check company incorporated as a
Delaware corporation and formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar
business combination with one or more businesses.



On February 9, 2021, we consummated the previously announced Business
Combination and, as a result thereof, we now own 100% of the outstanding common
stock of Legacy Metromile and each share of Legacy Metromile common stock was
converted into and exchanged for either (a) cash and shares of our common stock
or (b) shares of our common stock, if no cash was elected, in each case as
provided in the Merger Agreement. As a result of the consummation of the
Business Combination, we paid an aggregate of $32 million in cash, and issued an
aggregate of 83,012,000 shares of our common stock to the Legacy Metromile
securityholders. We have also agreed to issue up to 10 million additional shares
of our common stock if the closing share price of is greater than $15.00 over
any 20 trading days within any 30 trading day period at any time during the 24
months following the closing.



As a result of the closing of the Business Combination, we acquired 100% of the
stock of Legacy Metromile and its subsidiaries and the Legacy Metromile
Stockholders hold a majority of the voting power of our company, Legacy
Metromile's senior management comprise substantially all of our senior
management, and Legacy Metromile's operations now comprise our ongoing
operations. Accordingly, for accounting purposes, the Business Combination was
treated as the equivalent of a capital transaction in which Legacy Metromile
issued stock for the net assets of INSU and Legacy Metromile's financial
statements became our financial statements. Additional information regarding the
Business Combination and related transactions is set forth in our Current Report
on Form 8-K, initially filed with the SEC on February 11, 2021 and amended on
February 11, 2020, and March 31, 2021, or the Business Combination 8-K.



The financial information included in this "Management's Discussion and Analysis
of Financial Condition and Results of Operations" reflects the historical
operations of INSU. Legacy Metromile's audited consolidated financial statements
for the year ended December 31, 2020 and related Management's Discussion and
Analysis of Financial Condition and Results of Operations are included in the
Business Combination 8-K, and updated combined pro forma financial information
as of December 31, 2020 is included in Amendment No. 3 to the Business
Combination 8-K, which is being filed substantially concurrently with this
Amended Annual Report.



                                       32




Restatement and revision of previously published financial statements



This Management's Discussion and Analysis of Financial Condition and Results of
Operations has been amended and restated to give effect to the restatement and
revision of the financial statements for the year ended December 31, 2020
included in the Original Filing. We are restating our historical financial
results to reclassify our Warrants as derivative liabilities pursuant to ASC
815-40 rather than as a component of equity as we had previously treated the
Warrants. The impact of the Restatement is reflected in the Management's
Discussion and Analysis of Financial Condition and Results of Operations below.
Other than as disclosed in the Explanatory Note and with respect to the impact
of the Restatement, no other information in this Item 7 has been amended. The
impact of the Restatement is more fully described in Notes 2 and 13 to the
restated financial statements included in "Item 8. Financial Statements and
Supplementary Data" and "Item 9A: Controls and Procedures," of this Amended
Annual Report.



Results of Operations



Upon the consummation of our IPO on September 8, 2020, we deposited $230,000,000
of the net proceeds of our IPO and concurrent private placement in a trust
account. Funds in the trust account were invested only in U.S. government
treasury bills with a maturity of 185 days or less or in money market funds that
meet certain conditions under Rule 2a-7 under the Investment Company Act of
1940, as amended, or the Investment Company Act, and that invest only in in
direct U.S. government obligations. Following our IPO and prior to the Business
Combination, we generated non-operating income in the form of interest income on
cash and marketable securities held in the trust account.



For the year ended December 31, 2020, we had a net loss of $15,636,976, which
consisted of operating costs of $578,277, non-operating costs of $15,058,699
related to change in fair value of warrant liabilities and transaction costs
allocable to the warrants offset by interest income on marketable securities
held in the trust account of $7,184.



For the year ended December 31, 2019, we suffered a net loss of $ 976, which consisted of operating costs.

For the period of October 11, 2018 (creation) through December 31, 2018, we suffered a net loss of $ 148, which consisted of incorporation costs.

Liquidity and capital resources

Until the consummation of our IPO on September 8, 2020, our only source of
liquidity was the sale of 1,000 shares of INSU Class B common stock to our
Sponsor and certain of our initial stockholders for an aggregate purchase price
of $25,000 in July 2020, and monies loaned to us by an affiliate of our Sponsor
to fund organizational costs and expenses in connection with our IPO.



On September 8, 2020, we consummated the IPO of 23,000,000 units, which included
the full exercise by the underwriters of their over-allotment option in the
amount of 3,000,000 units, at $10.00 per unit, generating gross proceeds of
$230,000,000. Simultaneously with the closing of our IPO, we consummated the
sale of 540,000 units to our Sponsor and Cantor, at a price of $10.00 per unit,
generating gross proceeds of $5,400,000.



Following our IPO and the sale of the additional units to Cantor and our
Sponsor, a total of $230,000,000 was placed in the trust account and we had
$963,727 of cash held outside of the trust account, after payment of costs
related to our IPO, and available for working capital purposes. We incurred
$14,233,916 in transaction costs related to our IPO, including $4,000,000 of
cash underwriting fees, $9,800,000 of deferred underwriting fees and $433,916 of
other offering costs.


For the year ended December 31, 2020, cash used in operating activities has been
$ 660,247, which included our net loss of $ 15,636,976, interest earned on negotiable securities held in the trust account of $ 7,184 and changes in operating assets and liabilities, which used $ 79,970 cash flow for operating activities.



As of December 31, 2020, we had marketable securities held in the trust account
of $230,007,184 (including approximately $7,184 of interest income) consisting
of U.S. Treasury securities with a maturity of 185 days or less. Interest income
on the balance in the trust account may be used by us to pay taxes. Through
December 31, 2020, we did not withdraw any interest earned on the trust account.



For the year ended December 31, 2019, cash flow from operating activities was nil, consisting of a net loss of $ 976, changes in operating assets and liabilities provided $ 976 cash flow from operating activities.



At December 31, 2020, we had cash of $330,837 held outside the trust account. We
used substantially all of the funds held in the trust account, including amounts
representing interest earned on the trust account (less amounts released to us
to pay taxes and deferred underwriting commissions) to consummate the Business
Combination.



                                       33





Pursuant to a loan commitment agreement dated September 2, 2020, our Sponsor or
one of its affiliates committed to loan us funds as may have been required up to
a maximum of $750,000, and may have, but was not obligated to, loan us
additional funds to fund our additional working capital requirements and
transaction costs. The loans would be interest free, repayable upon the
consummation of an initial business combination, and convertible into warrants
in certain cases. We did not borrow funds under the loan commitment agreement
prior to the consummation of the Business Combination and such commitment has
now terminated.


Off-balance sheet financing arrangements



We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.



Contractual obligations



We do not have any long-term debt, capital lease obligations, operating lease
obligations or long-term liabilities. Prior to the consummation of the Business
Combination, we had an agreement to pay an affiliate of our Sponsor a monthly
fee of $20,000 for office space, administrative and shared personnel support
services. We began incurring these fees on September 3, 2020 and continued to
incur these fees monthly until completion of the Business Combination.



Critical accounting policies (such as restated)



The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities at the date of the financial statements, and income and expenses
during the periods reported. Actual results could materially differ from those
estimates. We have identified the following critical accounting policies:



Ordinary shares subject to possible redemption



We account for our common stock subject to possible redemption in accordance
with the guidance in Accounting Standards Codification, or ASC Topic 480
"Distinguishing Liabilities from Equity," or ASC 480, common stock subject to
mandatory redemption is classified as a liability instrument and is measured at
fair value. Conditionally redeemable common stock (including common stock that
features redemption rights that are either within the control of the holder or
subject to redemption upon the occurrence of uncertain events not solely within
our control) is classified as temporary equity. At all other times, common stock
is classified as stockholders' equity. Our common stock features certain
redemption rights that are considered to be outside of our control and subject
to occurrence of uncertain future events. Accordingly, common stock subject to
possible redemption is presented as temporary equity, outside of the
stockholders' equity section of our balance sheets.



Net loss per common share


We apply the two-class method in calculating earnings per share. Net income per
common share, basic and diluted for Class A redeemable common stock is
calculated by dividing the interest income earned on the trust account, net of
applicable franchise and income taxes, by the weighted average number of Class A
redeemable common stock outstanding for the period. Net loss per common share,
basic and diluted for Class A and Class B non-redeemable common stock is
calculated by dividing net income, less income attributable to Class A
redeemable common stock, by the weighted average number of Class A and Class B
non-redeemable common stock outstanding for the periods presented.



Liability related to warrants (as restated)



We classify the Warrants as a liability on our consolidated balance sheet as of
December 31, 2020. The warrant liabilities are measured at fair value at
inception and on a recurring basis, with changes in fair value presented within
change in fair value of warrant liabilities in the consolidated statement of
operations. The fair value of the public warrants issued in connection with the
Initial Public Offering and the private placement warrants were initially
measured at fair value using a Monte Carlo simulation model. Subsequently, the
fair value of the private placement warrants were estimated using a Monte Carlo
simulation model or Black-Scholes Merton model. The fair value of public
warrants issued in connection with the Initial Public Offering were measured
based on the listed market price of such warrants, a Level 1 measurement, since
December 31, 2020.



                                       34




ITEM 8. FINANCIAL STATEMENTS AND ADDITIONAL DATA


                         INDEX TO FINANCIAL STATEMENTS



                                                                             Page
Financial Statements
  Report of Independent Registered Public Accounting Firm                   

F-2

  Balance Sheets as of December 31, 2020 and 2019 (As Restated)             

F-3

Income statements for completed years December 31, 2020 and 2019 (as retired)

F-4

Statements of changes in equity for the years ended December 31, 2020 and 2019 (as retired)

F-5

Statements of Cash Flows for the Years Ended December 31, 2020 and 2019 (as retired)

F-6

  Notes to Financial Statements (As Restated)                                F-7




                                      F-1





            Report of Independent Registered Public Accounting Firm



Board of Directors and Stockholders
Metromile, Inc.



Opinion on the financial statements



We have audited the accompanying balance sheets of Metromile, Inc. (formerly
INSU Acquisition Corp. II) a Delaware corporation, or the Company, as of
December 31, 2020 and 2019, the related statements of operations, changes in
stockholders' equity (deficit), and cash flows for each of the two years in the
period ended December 31, 2020, and the related notes, collectively referred to
as the financial statements. In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of
December 31, 2020 and 2019, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 2020, in conformity
with accounting principles generally accepted in the United States of America.



Restatement of previously published financial statements

As indicated in note 2, the 2020 financial statements have been restated to correct an anomaly.


Basis for Opinion



These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the Company's financial
statements based on our audits. We are a public accounting firm registered with
the Public Company Accounting Oversight Board (United States), or PCAOB, and are
required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits we are required to obtain an
understanding of internal control over financial reporting but not for the
purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that
our audits provide a reasonable basis for our opinion.



/s/ GRANT THORNTON LLP


We have been acting as the Company’s statutory auditor since 2020.

Philadelphia, Pennsylvania

March 31, 2021 (with the exception of the effect of the restatement described in Notes 2 and 11, for which the date is June 2, 2021)



                                      F-2





               METROMILE, INC. (f/k/a INSU ACQUISITION CORP. II)
                                 BALANCE SHEETS



                                                                       December 31,
                                                                    2020
                                                               (As Restated)        2019

ASSETS
Current Assets
Cash                                                           $      330,837     $       -
Prepaid expenses                                                      205,921             -
Total Current Assets                                                  536,758             -

Deferred offering costs                                                              10,315
Marketable securities held in Trust Account                       230,007,184             -
TOTAL ASSETS                                                   $  

230 543 942 $ 10,315

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses                          $      125,075     $   1,124
Accrued offering costs                                                      -        10,315
Total Current Liabilities                                             125,075        11,439

Warrant liabilities                                                27,837,928
Deferred underwriting fee payable                                   9,800,000             -
Total Liabilities                                                  

37 763 003 11 439

Commitments and contingencies (note 7)

Class A ordinary shares subject to possible redemption, 23,000,000 shares at the redemption value at December 31, 2020

                                                              230,000,000             -

Own funds Preferred shares, $ 0.0001 face value; 1,000,000 shares authorized; none issued and in circulation

                                     -             -

Class A ordinary shares, $ 0.0001 face value; 60,000,000 shares authorized; 540,000 and no shares issued and outstanding (excluding 23,000,000 and no shares subject to repurchase) at December 31, 2020 and 2019, respectively

                 54             -
Class B common stock, $0.0001 par value; 15,000,000 shares
authorized; 7,846,667 shares issued and outstanding as of
December 31, 2020 and 2019                                                785           785
Additional paid-in capital                                                  0        24,215
Stock subscription receivable                                               -       (25,000 )
Accumulated deficit                                               (37,219,900 )      (1,124 )
Total Stockholders' Equity (Deficit)                              (37,219,061 )      (1,124 )
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $  230,543,942     $  10,315



The accompanying notes are an integral part of these financial statements.



                                      F-3





               METROMILE, INC. (f/k/a INSU ACQUISITION CORP. II)
                            STATEMENTS OF OPERATIONS



                                                                         Year Ended
                                                                        December 31,
                                                                    2020
                                                               (As Restated)         2019

Formation and operating costs                                  $      578,277     $       976
Loss from operations                                                 (578,277 )          (976 )

                       Other income:

Interest income on marketable securities held in the trust account

                                                                 7,184               -
Change in fair value of warrant liabilities                       (14,245,031 )
Transaction costs allocable to warrant liabilities                   (820,852 )
Other income (loss)                                               (15,058,699 )             -

Loss before income taxes                                          (15,636,976 )          (976 )
Net loss                                                       $  

(15,636,976) $ (976)

Weighted average number of shares outstanding of Class A ordinary shares

                                                       23,540,000               -

Basic and diluted net loss per share, Class A common shares $ (0.51) $ –

Weighted average number of shares outstanding of category B ordinary shares

7 160 875 6 846 667

Basic and diluted net loss per common share, Class B common
stock                                                          $        (0.51 )   $     (0.00 )




   The accompanying notes are an integral part of these financial statements.



                                      F-4





               METROMILE, INC. (f/k/a INSU ACQUISITION CORP. II)
            STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)



                                                                                                                                             Stock                                 Total
                                                                                                                      Additional         Subscription                          Stockholders'
                                                                                                                       Paid-in            Receivable          Accumulated         Equity
                                                                 Class A                       Class B                 Capital               from               Deficit           Deficit)
                                                               Common Stock                  Common Stock                (As            Stockholder (As           (As               (As
                                                           Shares          Amount        Shares         Amount        Restated)            Restated)           Restated)         Restated)
Balance - January 1, 2019                                           -     $      -               -     $      -     $            -     $               

$ (148) $ (148)

Issuance of Class B common stock to Sponsor                         -      
     -       7,846,667          785             24,215               (25,000 )               -                  -
Net loss                                                            -            -               -            -                  -                     -              (976 )                -
Balance - December 31, 2019                                         -            -       7,846,667          785             24,215               (25,000 )          (1,124 )           (1,124 )

Collection of stock subscription receivable from
stockholder                                                         -            -               -            -                  -                25,000                 -             25,000

Sale of 23,000,000 Units, net of underwriting
discount and offering expenses                             23,000,000        2,300               -            -        203,321,339                     -                 -        203,323,639

Sale of 540,000 Unit Placements, net of subscription discount and offering fees

                                540,000           54               -            -          5,072,346                     -                 -          5,072,400

Common stock subject to possible redemption               (23,000,000 )    
(2,300 )             -            -       (208,417,900 )                   -       (21,579,800 )     (230,000,000 )

Net loss                                                            -            -               -            -                  -                     -       (15,638,976 )      (15,638,976 )
Balance - December 31, 2020                                         -     $
    54       7,846,667     $    785     $            -     $               -     $ (37,219,900 )   $  (37,219,061 )




    The accompanying notes are an integral part of the financial statements.



                                      F-5





               METROMILE, INC. (f/k/a INSU ACQUISITION CORP. II)
                            STATEMENTS OF CASH FLOWS



                                                                        Year Ended
                                                                       December 31,
                                                                    2020
                                                               (As Restated)        2019

Cash Flows from Operating Activities:
Net loss                                                       $  (15,636,976 )   $    (976 )
Adjustments to reconcile net (loss) income to net cash used
in operating activities:
Interest earned on marketable securities held in Trust
Account                                                                (7,184 )           -
Changes in fair value of warrant liabilities                       

14 245 031

Transaction costs allocable to warrant liabilities                    

820 852

Changes in operating assets and liabilities:
Prepaid expenses                                                     (205,921 )           -
Accounts payable and accrued expenses                                 123,951           976
Net cash used in operating activities                                (660,247 )           -

Cash Flows from Investing Activities:
Investment of cash in Trust Account                              (230,000,000 )           -
Net used in investing activities                                 (230,000,000 )           -

Cash flow from financing activities: proceeds from the sale of units, net of subscription discounts paid

                                                              226,000,000             -
Proceeds from sale of Placement Units                               5,400,000             -

Proceeds from the collection of the share subscription receivable

                                                             25,000             -
Proceeds from promissory notes - related party                         75,000             -
Repayment of promissory notes - related party                         (75,000 )           -
Payment of offering costs                                            (433,916 )           -
Net cash provided by financing activities                         230,991,084             -

Net Change in Cash                                                    330,837             -
Cash - Beginning                                                            -             -
Cash - Ending                                                  $      330,837     $       -

Non-cash investing and financing activities: initial classification of Class A common shares subject to redemption

                                                     $  230,000,000     $       -
Deferred underwriting fee payable                              $    9,800,000     $       -
Offering costs included in accrued offering costs              $            -     $   9,315
Issuance of stock for stock subscription receivable            $           
-     $  25,000




   The accompanying notes are an integral part of these financial statements.



                                      F-6





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS


NOTE 1-DESCRIPTION OF THE ORGANIZATION AND COMMERCIAL OPERATION



The Company was incorporated in Delaware on October 11, 2018 for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses.

Business Combination



On February 9, 2021, the Company consummated the previously announced Business
Combination pursuant to the Agreement and Plan of Merger and Reorganization, or
the Merger Agreement, dated November 24, 2020 and as amended on January 12, 2021
and further amended on February 8, 2021, by and among the Company, INSU II
Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of
the Company, or Merger Sub, and MetroMile, Inc., a Delaware corporation, or
Legacy Metromile, pursuant to which, among other things, Merger Sub merged with
and into Legacy Metromile, or the Merger, and together with the other
transactions contemplated by the Merger Agreement, the Business Combination,
with Legacy Metromile surviving the merger as a wholly owned subsidiary of
the
Company.


Company before the business combination

Any activity through December 31, 2020 relates to the formation of the Company, the initial public offering, which is described below, identifying a target company for a business combination, and activities related to the proposed acquisition of Legacy Metromile.



The registration statement for the Company's Initial Public Offering was
declared effective on September 2, 2020. On September 8, 2020 the Company
consummated the Initial Public Offering of 23,000,000 units, or the Units, and,
with respect to the shares of Class A common stock included in the Units sold,
the Public Shares, which included the full exercise by the underwriters of their
over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit,
generating gross proceeds of $230,000,000, which is described in Note 4.



Simultaneously with the closing of the Initial Public Offering, the Company
consummated the sale of 540,000 units, or the Placement Units, at a price of
$10.00 per Placement Unit in a private placement to Insurance Acquisition
Sponsor II, LLC, or INSU Sponsor, Dioptra Advisors II, LLC, together with INSU
Sponsor, the Sponsor, and Cantor, generating gross proceeds of $5,400,000,
which
is described in Note 5.



Transaction costs amounted to $14,233,916, consisting of $4,000,000 in cash
underwriting fees, $9,800,000 of deferred underwriting fees and $433,916 of
other offering costs.



                                      F-7





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS


Following the closing of the Initial Public Offering on September 8, 2020, an
amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of
the Units in the Initial Public Offering and the sale of the Placement Units was
placed in a trust account, or the Trust Account, which will be invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the
Investment Company Act of 1940, as amended, or the Investment Company Act, with
a maturity of 185 days or less, or in money market funds meeting certain
conditions under Rule 2a-7 of the Investment Company Act, as determined by
the
Company, until the Closing.


NOTE 2-RETIREMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In May 2021, the Company Audit Committee, in consultation with management, concluded that due to improper application of accounting guidelines relating to warrants, the previously published financial statements of the Company for the year ended December 31, 2020 and the unaudited interim financial statements for the periods ended September 30, 2020 should no longer be invoked. As such, the Company restates its financial statements for the periods included in this amended annual report.



On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the SEC issued the Statement. Specifically, the
Statement focused on certain settlement terms and provisions related to certain
tender offers following a business combination, which terms are similar to those
contained in the warrant agreements governing the Warrants.



Historically, the Warrants were reflected as a component of equity as opposed to
liabilities on the balance sheets and the statements of operations did not
include the subsequent non-cash changes in estimated fair value of the Warrants,
based on our application of ASC Topic 815-40, Derivatives and Hedging, Contracts
in Entity's Own Equity, or ASC 815-40. The views expressed in the Statement were
not consistent with the Company's historical interpretation of the specific
provisions within its warrant agreement and the Company's application of ASC
815-40 to the warrant agreement. The Company reassessed its accounting for the
Warrants in light of the Statement. Following consideration of the guidance in
the Statement, the Company concluded the Warrants do not meet the conditions to
be classified in equity and instead, the Warrants meet the definition of a
derivative under ASC 815-40, under which the Company should record the Warrants
as liabilities on the Company's consolidated balance sheet at fair value as of
the date of issuance, with subsequent changes in their respective fair values
recognized in the Company's consolidated statement of operations at each
reporting date. Further, transaction costs allocable to the Warrants should
be
charged to expense.



In addition, ASC Topic 480-10-S99-3A, "SEC Staff Announcement: Classification
and Measurement of Redeemable Securities," provides that redemption provisions
not solely within the control of the Company require common stock subject to
redemption to be classified outside of permanent equity. The Company had
previously classified 1,978,314 shares in permanent equity given that the
Company's Amended and Restated Certificate of Incorporation, or the Charter,
prior to the Business Combination provided that the Company would not redeem
shares of common stock included as part of the Units sold in the Initial Public
Offering to the extent such redemption would result in the Company's failure to
have net tangible assets in excess of $5,000,000. The Company restated its
financial statements to classify all Class A common stock as redeemable, as the
threshold in the Charter does not change the nature of the underlying shares as
redeemable and thus would be required to be disclosed outside of permanent
equity.



                                      F-8





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS



Impact of the Restatement



The impact of the Restatement on the balance sheets, statements of operations
and statements of cash flows for the quarterly period ended September 8, 2020
and the for the year ended December 31, 2020 is presented below. The Restatement
had no impact on net cash flows from operating, investing or financing
activities.



                                                          As
                                                      Previously                              As
                                                       Reported         Adjustments        Restated

Balance sheet as of September 8, 2020
Warrant Liabilities                                  $           -     $  13,592,898     $  13,592,898
Total Liabilities                                        9,801,183        13,592,898        23,394,081
Common Stock Subject to Possible Redemption            216,189,340        13,810,660       230,000,000
Class A Common Stock                                           192              (138 )              54
Additional Paid-in Capital                               5,000,863        (5,000,863 )               0
Accumulated Deficit                                         (1,740 )     

(22 400 652) (22 402 392)

Balance sheet as of December 31, 2020
Warrant Liabilities                                  $           -     $  27,837,928     $  27,837,928
Total Liabilities                                        9,925.075        27,837,928        37,763,003
Common Stock Subject to Possible Redemption            215,618,860        14,381,140       230,000,000
Class A Common Stock                                           198              (144 )              54
Additional Paid-in Capital                               5,571,241        (5,571,241 )               0
Accumulated Deficit                                       (572,217 )     

(36 647 683) (37 219 900)

Year-ended December 31, 2020
Change in fair value of warrant liabilities          $           -     $  14,245,031     $  14,245,031
Transaction costs allocable to warrant liabilities               -           820,852           820,852
Net loss                                                  (571,093 )     (15,065,883 )     (15,636,976 )
Basic and diluted net loss per share, Class A
common stock                                                 (0.00 )           (0.51 )           (0.51 )
Basic and diluted net loss per share, Class B
common stock                                                 (0.07 )           (0.44 )           (0.51 )

Cash Flow Statement for the year ended December
31, 2020
Net loss                                             $    (571,093 )   $ (15,065,883 )   $ (15,636,976 )
Change in fair value of warrant liabilities                      -        14,245,031        14,245,031
Transaction costs allocable to warrant liabilities               -         
 820,852           820,852




                                      F-9





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS


NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation


The accompanying financial statements are presented in accordance with we GAAP and in accordance with the rules and regulations of SECOND.


Use of Estimates



The preparation of financial statements in conformity with U.S. GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.



In making estimates, management must exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances existing at the date of the financial statements, which management has taken into account in formulating its estimate, may change in the short term due to one or more future confirming events. Therefore, actual results could differ materially from these estimates.



Cash and Cash Equivalents



The Company considers all short-term investments with an original maturity of
three months or less when purchased to be cash equivalents. The Company did not
have any cash equivalents as of December 31, 2020 and 2019.



Marketable securities held in a trust account

AT December 31, 2020, substantially all of the assets held in the trust account were held in money market funds, which invest primarily in we Treasury
securities. There were no assets in the trust account at December 31, 2019.

Class A ordinary shares subject to possible redemption



The Company accounts for its Class A common stock subject to possible redemption
in accordance with the guidance in Accounting Standards Codification, or ASC,
Topic 480 "Distinguishing Liabilities from Equity." Shares of Class A common
stock subject to mandatory redemption is classified as a liability instrument
and is measured at fair value. Conditionally redeemable common stock (including
common stock that features redemption rights that is either within the control
of the holder or subject to redemption upon the occurrence of uncertain events
not solely within the Company's control) is classified as temporary equity. At
all other times, common stock is classified as stockholders' equity. The
Company's Class A common stock features certain redemption rights that are
considered to be outside of the Company's control and subject to occurrence of
uncertain future events. Accordingly, Class A common stock subject to possible
redemption is presented at redemption value as temporary equity, outside of the
stockholders' equity section of the Company's balance sheets.



Income Taxes


The Company follows the asset and liability method of accounting for income
taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that included the enactment date.
Valuation allowances are established, when necessary, to reduce deferred tax
assets to the amount expected to be realized.



                                      F-10





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS


ASC 740 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax
position must be more likely than not to be sustained upon examination by taxing
authorities. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as income tax expense. There were no unrecognized tax
benefits and no amounts accrued for interest and penalties as of December 31,
2020 and 2019. The Company is currently not aware of any issues under review
that could result in significant payments, accruals or material deviation from
its position.



The Company may be subject to potential examination by federal, state and city
taxing authorities in the areas of income taxes. These potential examinations
may include questioning the timing and amount of deductions, the nexus of income
among various tax jurisdictions and compliance with federal, state and city tax
laws. The Company is subject to income tax examinations by major taxing
authorities since inception. The Company's management does not expect that the
total amount of unrecognized tax benefits will materially change over the next
twelve months.



Net Loss Per Common Share



Net income (loss) per common share is computed by dividing net income (loss) by
the weighted average number of common shares outstanding for the period. The
Company has not considered the effect of warrants sold in the Initial Public
Offering and private placement to purchase 7,846,666 shares of Class A common
stock in the calculation of diluted income (loss) per share, since the exercise
of the warrants are contingent upon the occurrence of future events and the
inclusion of such warrants would be anti-dilutive.



The Company's statement of operations includes a presentation of income (loss)
per share for common shares subject to possible redemption in a manner similar
to the two-class method of income per share. Net income (loss) per common share,
basic and diluted for Class A redeemable common stock is calculated by dividing
the interest income earned on the Trust Account, net of applicable franchise and
income taxes, by the weighted average number of Class A redeemable common stock
outstanding since original issuance. Net income (loss) per common share, basic
and diluted for Class A and Class B non-redeemable common stock is calculated by
dividing the net income (loss), less income attributable to Class A redeemable
common stock, by the weighted average number of Class A and Class B
non-redeemable common stock outstanding for the period. Class A and Class B
non-redeemable common stock includes the Founder Shares and the Placement Shares
as these shares do not have any redemption features and do not participate in
the income earned on the Trust Account.



Concentration of Credit Risk



Financial instruments that potentially subject the Company to concentrations of
credit risk consist of a cash account in a financial institution, which, at
times, may exceed the Federal Depository Insurance Coverage of $250,000. The
Company has not experienced losses on this account and management believes the
Company is not exposed to significant risks on such account.



Fair value of financial instruments



The fair value of the Company's assets and liabilities, which qualify as
financial instruments under ASC 820, "Fair Value Measurement," approximates the
carrying amounts represented in the accompanying balance sheets, primarily
due
to their short-term nature.



Recent Accounting Standards



Management does not believe that any recently issued, but not yet effective,
accounting standards, if currently adopted, would have a material effect on the
Company's financial statements.



                                      F-11





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS


NOTE 4 – INITIAL PUBLIC OFFER

Pursuant to the Initial Public Offering, the Company sold 23,000,000 Units,
which included the full exercise by the underwriters of their over-allotment
option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit.
Each Unit consists of one share of Class A common stock and one-third of one
warrant, or a Public Warrant. Each whole Public Warrant entitles the holder to
purchase one share of Class A common stock at an exercise price of $11.50 (see
Note 7).



NOTE 5-PRIVATE PLACEMENT


Simultaneously with the closing of the Initial Public Offering, the Sponsor and
Cantor purchased an aggregate of 540,000 Placement Units, at a price of $10.00
per Placement Unit, or $5,400,000 in the aggregate, of which 452,500 Placement
Units were purchased by Insurance Acquisition Sponsor II, LLC and 87,500
Placement Units were purchased by Cantor. Each Placement Unit consists of one
share of Class A common stock and one-third of one warrant, or the Placement
Warrant. Each whole Placement Warrant is exercisable for one share of Class A
common stock at a price of $11.50 per share. The proceeds from the Placement
Units were added to the proceeds from the Initial Public Offering held in the
Trust Account. If the Company does not complete a Business Combination within
the Combination Period, the proceeds from the sale of the Placement Units will
be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law) and the private placement warrants will expire worthless.
There will be no redemption rights or liquidating distributions from the Trust
Account with respect to the private placement warrants.



NOTE 6-TRANSACTIONS BETWEEN RELATED PARTIES


Founder Shares


In January 2019, the Company issued a total of 1,000 common shares to the Limited Partner, or Founder Shares, for a total purchase price of
$ 25,000. The Company received payment for the Founder Shares in july 2020.



On July 28, 2020, the Company filed an amendment to its Certificate of
Incorporation to, among other things, create two classes of common stock, Class
A and Class B, and to convert the outstanding Founder Shares into shares of
Class B common stock. The Founder Shares will automatically convert into shares
of Class A common stock upon consummation of a Business Combination on a
one-for-one basis, subject to certain adjustments, as described in Note 7. On
July 28, 2020, the Company effectuated a 6,888.333-for-1 forward stock split of
its Class B common stock and on September 2, 2020, the Company effected a stock
dividend of 1.1391242 shares of Class B common stock for each share of its Class
B common stock, resulting in an aggregate of 7,846,667 shares of Class B common
stock being held by the Sponsor, or the Founder Shares. The 7,846,667 Founder
Shares included an aggregate of up to 1,000,000 shares of Class B common stock
which were subject to forfeiture by the Sponsor to the extent that the
underwriters' overallotment option was not exercised in full or in part, so that
the Founder Shares would represent 25% of the Company's aggregate Founder
Shares, Placement Shares and issued and outstanding Public Shares after the
Initial Public Offering. As a result of the underwriters' election to fully
exercise their over-allotment option, 1,000,000 Founder Shares are no longer
subject to forfeiture.


The Sponsor and the Company's officers and directors, or the Insiders have
agreed not to transfer, assign or sell any of their Founder Shares (except to
permitted transferees) until (i) with respect to 20% of such shares, upon
consummation of the Company's initial Business Combination, (ii) with respect to
20% of such shares, when the closing price of the Class A common stock exceeds
$12.00 for any 20 trading days within a 30-trading day period following the
consummation of a Business Combination, (iii) with respect to 20% of such
shares, when the closing price of the Class A common stock exceeds $13.50 for
any 20 trading days within a 30-trading day period following the consummation of
a Business Combination, (iv) with respect to 20% of such shares, when the
closing price of the Class A common stock exceeds $15.00 for any 20 trading days
within a 30-trading day period following the consummation of a Business
Combination and (v) with respect to 20% of such shares, when the closing price
of the Class A common stock exceeds $17.00 for any 20 trading days within a
30-trading day period following the consummation of a Business Combination or
earlier, in any case, if, following a Business Combination, the Company
completes a liquidation, merger, capital stock exchange, reorganization or other
similar transaction that results in all of the public stockholders having the
right to exchange their shares of common stock for cash, securities or other
property.



                                      F-12





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS


Administrative services agreement



The Company entered into an agreement whereby, commencing on September 3, 2020
through the earlier of the Company's consummation of a Business Combination and
its liquidation, the Company will pay the Sponsor or an affiliate of the Sponsor
$20,000 per month for office space, administrative and shared personnel support
services. For the year ended December 31, 2020, the Company incurred and paid
$80,000 in fees for these services. Upon the closing of the Merger Agreement,
the Company ceased paying these monthly fees.



Related Party Loans



In order to finance transaction costs in connection with a Business Combination,
the Sponsor or one of its affiliates has committed to loan the Company funds as
may be required up to a maximum of $750,000, or the Working Capital Loans, which
will be repaid only upon the consummation of a Business Combination. If the
Company does not consummate a Business Combination, the Company may use a
portion of any funds held outside the Trust Account to repay the Working Capital
Loans; however, no proceeds from the Trust Account may be used for such
repayment. If such funds are insufficient to repay the Working Capital Loans,
the unpaid amounts would be forgiven. Up to $1,500,000 of the Working Capital
Loans may be converted into warrants at a price of $1.00 per warrant at the
option of the holder. The warrants would be identical to the Placement Warrants.
As of December 31, 2020, there were no amounts outstanding under the Working
Capital Loans.



NOTE 7-COMMITMENTS



Risks and Uncertainties


Management continues to evaluate the impact of the COVID-19 pandemic on the
industry and has concluded that while it is reasonably possible that the virus
could have a negative effect on the Company's financial position, results of its
operations and/or search for a target company, the specific impact is not
readily determinable as of the date of these financial statements. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.



Registration Rights



Pursuant to a registration rights agreement entered into on September 2, 2020,
the holders of the Founder Shares, Placement Units (including securities
contained therein) and the warrants that may be issued upon conversion of the
Working Capital Loans (and any shares of Class A common stock issuable upon the
exercise of the Placement Warrants or the warrants issued upon conversion of the
Working Capital Loans) are entitled to registration rights requiring the Company
to register such securities for resale (in the case of the Founder Shares, only
after conversion to Class A common stock). The holders of these securities will
be entitled to make up to three demands, excluding short form demands, that the
Company register such securities for sale under the Securities Act. In addition,
the holders will have "piggy-back" registration rights to include such
securities in other registration statements filed by the Company and rights to
require the Company to register for resale such securities pursuant to Rule 415
under the Securities Act. However, the registration rights agreement will
provide that the Company will not permit any registration statement filed under
the Securities Act to become effective until termination of the applicable
lock-up period. Notwithstanding the foregoing, Cantor may not exercise its
demand and "piggyback" registration rights after five (5) and seven (7) years
after the effective date of the Initial Public Offering and may not exercise its
demand rights on more than one occasion. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.

Underwriting Agreement



The underwriters were paid a cash underwriting discount of 2.0% of the gross
proceeds of the Initial Public Offering, or $4,000,000. In addition, the
representative of the underwriters is entitled to a deferred fee of $9,800,000.
The deferred fee was paid upon the closing of the Merger Agreement from the
amounts held in the Trust Account.



                                      F-13





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS


NOTE 8 – GUARANTEE COMMITMENTS

From December 31, 2020, the Company had 7,666,646 public warrants and 180,000 private warrants outstanding.



Public warrants may only be exercised for a whole number of shares. No
fractional shares will be issued upon exercise of the public warrants. The
public warrants will become exercisable on the later of (a) 30 days after the
completion of a Business Combination or (b) 12 months from the closing of the
Initial Public Offering. The public warrants will expire five years after the
completion of the Business Combination or earlier upon redemption or
liquidation.



The Company will not be obligated to deliver any shares of Class A common stock
pursuant to the exercise for cash of a warrant and will have no obligation to
settle such warrant exercise unless a registration statement under the
Securities Act with respect to the shares of Class A common stock underlying the
warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration. No
warrant will be exercisable and the Company will not be obligated to issue
shares of Class A common stock upon exercise of a warrant unless Class A common
stock issuable upon such warrant exercise has been registered, qualified or
deemed to be exempt from the registration or qualifications requirements of the
securities laws of the state of residence of the registered holder of the
warrants. Notwithstanding the foregoing, if a registration statement covering
the shares of Class A common stock issuable upon exercise of the Public Warrants
has not been declared effective by the end of 60 business days following the
closing of a Business Combination, warrant holders may, until such time as there
is an effective registration statement and during any period when the Company
shall have failed to maintain an effective registration statement, exercise
warrants on a cashless basis pursuant to the exemption provided by Section
3(a)(9) of the Securities Act.



The Company has agreed that as soon as practicable, but in no event later than
15 business days after the closing of a Business Combination, the Company will
use its best efforts to file with the SEC, and within 60 business days following
a Business Combination to have declared effective, a registration statement
covering the issuance of the shares of Class A common stock issuable upon
exercise of the warrants and to maintain a current prospectus relating to those
shares of Class A common stock until the warrants expire or are redeemed, as
specified in the warrant agreement. The Company will use its best efforts to
maintain the effectiveness of such registration statement, and a current
prospectus relating thereto, until the expiration of the warrants in accordance
with the provisions of the warrant agreement. Notwithstanding the above, if the
Class A common stock is at the time of any exercise of a warrant not listed on a
national securities exchange such that it satisfies the definition of a "covered
security" under Section 18(b)(1) of the Securities Act, the Company may, at its
option, require holders of Public Warrants who exercise their warrants to do so
on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act
and, in the event the Company so elects, the Company will not be required to
file or maintain in effect a registration statement, but will be required to use
its best efforts to register or qualify the shares under applicable blue sky
laws to the extent an exemption is not available.



Once the warrants become exercisable, the Company may redeem the public warrants:



 ? in whole and not in part;




? at the price of $ 0.01 by mandate;

? with at least 30 days written notice for each warrant

   holder; and




? if, and only if, the last declared sale price of the Class A common shares of the Company

the stock is equal or greater $ 18.00 per share for 20 trading days during a

Period of 30 trading days ending on the third trading day preceding the date of

   which the Company sends the notice of redemption to the warrant holders.



If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all laws. on applicable state securities.



If the Company calls the Public Warrants for redemption for cash, management
will have the option to require all holders that wish to exercise the Public
Warrants to do so on a "cashless basis," as described in the warrant agreement.
The exercise price and number of shares of Class A common stock issuable upon
exercise of the warrants may be adjusted in certain circumstances including in
the event of a stock dividend, or recapitalization, reorganization, merger or
consolidation. Additionally, in no event will the Company be required to net
cash settle the warrants.



                                      F-14





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS



If (x) the Company issues additional shares of Class A common stock or
equity-linked securities for capital raising purposes in connection with the
closing of a Business Combination at an issue price or effective issue price of
less than $9.20 per share of Class A common stock (with such issue price or
effective issue price to be determined in good faith by the Company's board of
directors, and in the case of any such issuance to Insiders or their respective
affiliates, without taking into account any Founder Shares held by them, as
applicable, prior to such issuance), or the newly issued price, (y) the
aggregate gross proceeds from such issuances represent more than 50% of the
total equity proceeds, and interest thereon, available for the funding of a
Business Combination on the date of the completion of a Business Combination
(net of redemptions), and (z) the volume-weighted average trading price of
shares of Class A common stock during the 20 trading day period starting on the
trading day prior to the day on which the Company completes its Business
Combination (such price, the "market value") is below $9.20 per share, the
exercise price of the warrants will be adjusted (to the nearest cent) to be
equal to 115% of the higher of the market value and the newly issued price, and
the $18.00 per share redemption trigger price will be adjusted (to the nearest
cent) to be equal to 180% of the higher of the market value and the newly issued
price.



The private placement warrants are identical to the public warrants underlying
the Units sold in the Initial Public Offering, except that the private placement
warrants and the Class A common stock issuable upon the exercise of the private
warrants will not be transferable, assignable or saleable until 30 days after
the completion of a Business Combination, subject to certain limited exceptions.
Additionally, the private placement will be non-redeemable so long as they are
held by the initial purchaser or their permitted transferees. If the private
placement are held by someone other than the initial purchaser or their
permitted transferees, the private placement will be redeemable by the Company
and exercisable by such holders on the same basis as the public warrants.



NOTE 9-STOCKHOLDERS' EQUITY



Preferred Stock - The Company is authorized to issue 1,000,000 shares of
preferred stock with a par value of $0.0001 per share with such designations,
voting and other rights and preferences as may be determined from time to time
by the Company's board of directors. At December 31, 2020 and 2019, there were
no shares of preferred stock issued or outstanding.



Class A Common Stock - The Company is authorized to issue 60,000,000 shares of
Class A common stock with a par value of $0.0001 per share. Holders of Class A
common stock are entitled to one vote for each share. At December 31, 2020,
there were no shares of Class A common stock issued and outstanding, excluding
23,540,000 shares of Class A common stock subject to possible redemption. At
December 31, 2019, there were no shares of Class A common stock issued or
outstanding.



Class B Common Stock - The Company is authorized to issue 10,000,000 shares of
Class B common stock with a par value of $0.0001 per share. Holders of Class B
common stock are entitled to one vote for each share. At December 31, 2020 and
2019, there were 7,846,667 shares of Class B common stock issued and
outstanding.



Holders of Class B common stock will vote on the election of directors prior to
the consummation of a Business Combination. Holders of Class A common stock and
Class B common stock will vote together as a single class on all other matters
submitted to a vote of stockholders except as required by law.



The shares of Class B common stock will automatically convert into shares of
Class A common stock at the time of a Business Combination on a one-for-one
basis, subject to adjustment. In the case that additional shares of Class A
common stock or equity-linked securities are issued or deemed issued in excess
of the amounts offered in the Initial Public Offering and related to the closing
of a Business Combination, the ratio at which shares of Class B common stock
shall convert into shares of Class A common stock will be adjusted (unless the
holders of a majority of the outstanding shares of Class B common stock agree to
waive such adjustment with respect to any such issuance or deemed issuance) so
that the number of shares of Class A common stock issuable upon conversion of
all shares of Class B common stock will equal, in the aggregate, on an
as-converted basis, 25% of the sum of the total number of all shares of common
stock issued and outstanding upon completion of the Business Combination,
including Placement Shares, plus all shares of Class A common stock and
equity-linked securities issued or deemed issued in connection with a Business
Combination (excluding any shares or equity-linked securities issued, or to be
issued, to any seller in a Business Combination).



                                      F-15





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS



NOTE 10 - INCOME TAX


The Company’s net deferred tax assets or liabilities are as follows:


                                         December 31,       December 31,
                                             2020               2019
Deferred tax assets
Net operating loss carryforward         $       16,522     $            -
Business Combination Expenses                  103,408                  -
Total deferred tax assets                      119,930                  -
Valuation Allowance                           (119,930 )                -
Deferred tax assets, net of allowance                -                  -




The income tax provision for the year ended December 31, 2020 and 2019 consists
of the following:



                                 December 31,       December 31,
                                     2020               2019
Federal
Current                         $            -     $            -
Deferred                              (119,930 )                -

State and Local
Current                                      -                  -
Deferred                                     -                  -

Change in valuation allowance          119,930                  -

Income tax provision            $            -     $            -



From December 31, 2020 and 2019, the Company had $ 78,674 of we federal and state net operating loss carryforwards available to offset future taxable income.



In assessing the realization of the deferred tax assets, management considers
whether it is more likely than not that some portion of all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which temporary differences representing net future deductible amounts become
deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in
making this assessment.



                                      F-16





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS


A reconciliation between the federal tax rate and the effective tax rate of the Company at December 31, 2020 and 2019 is:


                                          December 31,       December 31,
                                              2020               2019
Statutory federal income tax rate                  21.0 %             21.0 %
State taxes, net of federal tax benefit             0.0 %              0.0
%
Valuation allowance                               (21.0 )%           (21.0 )%
Income tax provision                              (0.00 )%           (0.00 )%




The Company files income tax returns in the U.S. federal jurisdiction and is
subject to examination by the various taxing authorities. The Company's tax
returns since inception remain open to examination by the taxing authorities.
The Company considers New York to be a significant state tax jurisdiction. On
December 27, 2020, Congress passed, and President Trump signed into law, the
Consolidated Appropriations Act, 2021, or the Act, which includes certain
business tax provisions. The Company does not expect the Act to have a material
impact on the Company's effective tax rate or income tax expense for the year
ending December 31, 2021.


NOTE 11-FAIR VALUATION ASSESSMENT

The Company follows the guidance of ASC 820 for its financial assets and liabilities that are remeasured and carried at fair value each reporting period, and non-financial assets and liabilities that are remeasured and carried at fair value at least once. times a year.



The fair value of the Company's financial assets and liabilities reflects
management's estimate of amounts that the Company would have received in
connection with the sale of the assets or paid in connection with the transfer
of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and
liabilities, the Company seeks to maximize the use of observable inputs (market
data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets
and liabilities). The following fair value hierarchy is used to classify assets
and liabilities based on the observable inputs and unobservable inputs used in
order to value the assets and liabilities:



Level 1: Prices quoted in active markets for identical assets or liabilities. A

           active market for an asset or liability is a market in which
           transactions for the asset or liability occur with sufficient 

frequency

           and volume to provide pricing information on an ongoing basis.



Level 2: observable inputs other than level 1 inputs. Examples of level 2 inputs

           include quoted prices in active markets for similar assets or
           liabilities and quoted prices for identical assets or

passive in

           markets that are not active.




  Level 3: Unobservable inputs based on the Company's assessment of the
           assumptions that market participants would use in pricing the
asset or
           liability.




The following table presents information about the Company's assets that are
measured at fair value on a recurring basis at December 31, 2020, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to
determine such fair value:



                                                                                December 31,
                                                                                    2020
Description                                                       Level        (As Restated)
Assets:
Marketable securities held in Trust Account - U.S. Treasury
Securities Money Market Fund                                          1        $  230,007,184
Liabilities:
Warrant liabilities - Public warrants                                 1        $   26,451,928
Warrant liabilities - Private Placement warrants                      2    
   $    1,386,000




                                      F-17





                                METROMILE, INC.
                        f/k/a INSU ACQUISITION CORP. II
                         NOTES TO FINANCIAL STATEMENTS



The Warrants were accounted for as liabilities in accordance with ASC 815-40 and
are presented within warrant liabilities on our balance sheet. The warrant
liabilities are measured at fair value at inception and on a recurring basis,
with changes in fair value presented within change in fair value of warrant
liabilities in the consolidated statement of operations.



The fair value of the public warrants issued in connection with the Initial
Public Offering and the private placement were initially measured at fair value
using a Monte Carlo simulation model. Subsequently, the fair value of the
private placement warrants were estimated using a Monte Carlo simulation model
or Black -Scholes Merton model at each measurement date. The fair value of
public warrants issued in connection with the Initial Public Offering were
measured based on the listed market price of such warrants, a Level 1
measurement, since December 31, 2020. For the period ended December 31, 2020,
the Company recognized a charge to the statement of operations resulting from an
increase in the fair value of liabilities of approximately $14.2 million
presented as change in fair value of warrant liabilities on the accompanying
statement of operations.


the Monte Carlo and the Black-Scholes Merton models required the use of subjective assumptions:

– The risk-free interest rate is based on the we Treasury yield curve on the

valuation date for a term similar to the expected term of the warrants.

– The expected term was based on the remaining contractual term of the warrants.

– The expected volatility was based on data from a set of

listed companies.

– The share price at initial assessment and September 30, 2020 represents the

unit price less one third of the warrant price. The share price in December

   31, 2020 represents the closing price on the measurement date.



The key data concerning the level 3 fair value measurements at their initial measurement and September 30, 2020:


                          September 8,
                              2020
                            (Initial         September 30,      December 31,
Input                     Measurement)           2020               2020
Risk-free interest rate            0.34 %              0.33 %            0.45 %
Expected term (years)               5.6                 5.5               5.4
Expected volatility                25.0 %              25.0 %            55.6 %
Exercise price            $       11.50     $         11.50     $       11.50
Stock Price               $        9.91     $        10.019     $       15.55




The following table presents the changes in the fair value of warrant
liabilities:



                                                       Private                          Warrant
                                                      Placement         Public        Liabilities
Initial measurement on September 8, 2020             $   327,600     $ 13,265,297     $ 13,592,897
Change in valuation inputs or other assumptions        1,058,400       13,186,631       14,245,031
Fair value as of December 31, 2020                   $ 1,386,000     $ 26,451,928     $ 27,837,928




Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting
period. There were no transfers between levels for the period from October 11,
2018 (inception) through December 31, 2020 other than the transfer of the public
warrants from Level 3 to Level 1 and private warrants from Level 3 to Level
2.



                                      F-18





NOTE 12-SUBSEQUENT EVENTS



The Company evaluated subsequent events and transactions that occurred after the
balance sheet date up to the date that the financial statements were issued.
Based upon this review, other than as described below, the Company did not
identify any subsequent events that would have required adjustment or disclosure
in the financial statements.


As described in note 1, the Company completed the business combination on
February 9, 2021.

NOTE 13-IMPACT OF THE RETIREMENT ON QUARTERLY FINANCIAL INFORMATION (UNAUDITED)



The impact of the Restatement on the balance sheets, statements of operations
and statements of cash flows for the three and nine months ended September 30,
2020 is presented below. The Restatement had no impact on net cash flows from
operating, investing or financing activities.



                                                          As
                                                      Previously                              As
                                                       Reported         Adjustments        Restated

Balance sheet as of September 30, 2020
Warrant Liabilities                                  $           -     $  14,457,629     $  14,457,629
Total Liabilities                                        9,826,454        14,457,629        24,284,083
Common Stock Subject to Possible Redemption            216,106,340        13,893,660       230,000,000
Class A Common Stock                                           193              (139 )              54
Additional Paid-in Capital                               5,083,766        (5,083,766 )               0
Accumulated Deficit                                        (84,739 )     

(23 267 383) (23 352 122)

Three months ended September 30, 2020
Change in fair value of warrant liabilities          $           -     $     866,731     $     866,731
Transaction costs allocable to warrant liabilities               -           820,852           820,852
Net loss                                                   (83,615 )      (1,687,583 )      (1,771,198 )
Basic and diluted net loss per share, Class A
common stock                                                 (0.00 )           (0.06 )           (0.06 )
Basic and diluted net loss per share, Class B
common stock                                                 (0.01 )           (0.05 )           (0.06 )

Nine months ended September 30, 2020
Change in fair value of warrant liabilities          $           -     $     866,731     $     866,731
Transaction costs allocable to warrant liabilities               -           820,852           820,852
Net loss                                                   (83,615 )      (1,687,583 )      (1,771,198 )
Basic and diluted net loss per share, Class A
common stock                                                 (0.00 )           (0.06 )           (0.06 )
Basic and diluted net loss per share, Class B
common stock                                                 (0.01 )           (0.05 )           (0.06 )

Cash Flow Statement for the nine months ended
September 30, 2020
Net loss                                             $     (83,615 )   $  (1,687,583 )   $  (1,771,198 )
Change in fair value of warrant liabilities                      -           866,731           866,731
Transaction costs allocable to warrant liabilities               -         
 820,852           820,852




                                      F-19




ARTICLE 9A. CONTROLS AND PROCEDURES

Assessment of disclosure controls and procedures



The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act refers to controls and procedures that are
designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and
forms. Disclosure controls and procedures include, without limitation, controls
and procedures designed to ensure that information required to be disclosed by a
company in the reports that it files or submits under the Exchange Act is
accumulated and communicated to the company's management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure. Because there are inherent limitations in all control systems, a
control system, no matter how well conceived and operated, can provide only
reasonable, as opposed to absolute, assurance that the objectives of the control
system are met. These inherent limitations include the realities that judgments
in decision-making can be faulty, and that breakdowns can occur because of
simple error or mistake. Additionally, controls can be circumvented by the
individual acts of some persons, by collusion of two or more people, or by
management override of the control. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of
controls must be considered relative to their costs.



Our management, with the participation of our principal executive officer and
principal financial officer, evaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report.
Based on that evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were not
effective at the reasonable assurance level as of the end of the period covered
by this report solely due to the material weakness in our internal control over
financial reporting due to the insufficient risk assessment of the underlying
accounting treatment for certain complex financial instruments, as described
below.



A material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis.



As described in "Item 8. Financial Statements and Supplementary Data," in
response to the Statement, management analyzed and evaluated the Company's
financial statements contained in the Original Filing for the year ended
December 31, 2020 and concluded that there was a material misstatement related
to the accounting for complex financial instruments in the historical financial
statements of the Company for the year ended December 31, 2020, which is
corrected with this Amended Annual Report.



Prior to the issuance of the Statement, management had concluded that our
disclosure controls and procedures were effective at the reasonable assurance
level as of the end of the period covered by the Original Filing. However, in
response to the guidance in the Statement, management re-evaluated the Company's
disclosure controls and procedures as of December 31, 2020 and concluded that
the Company's disclosure controls and procedures were not effective at the
reasonable assurance level as of December 31, 2020 due to a material weakness in
internal control over financial reporting due to the insufficient risk
assessment of the underlying accounting treatment for certain complex financial
instruments.



Notwithstanding this material weakness, management has concluded that our
financial statements included in this Amended Annual Report present fairly, in
all material respects, our financial position, results of operations and cash
flows for the periods presented in accordance with GAAP.



Remediation Plan



We are taking steps to remediate the material weakness by, among other things,
devoting significant effort and resources to the remediation and improvement of
our internal control over financial reporting as it relates to the accounting
treatment for complex financial instruments. While we have processes to identify
and appropriately apply applicable accounting requirements, we plan to enhance
these processes to better evaluate our research and understanding of the nuances
of the complex accounting standards that apply to our securities and financial
statements. Our plans at this time include providing enhanced access to
accounting literature, research materials and documents and increased
communication among our personnel and third-party professionals with whom we
consult regarding complex accounting applications. These plans and actions will
begin immediately and are subject to ongoing review by senior management and
Audit Committee oversight. As we continue to evaluate and work to improve our
internal control over financial reporting, management may implement additional
measures to address the material weakness or modify the remediation plan
described above and will continue to review and make necessary changes to the
overall design of our internal controls.



Internal control over financial reporting



This Amended Annual Report does not include a report of management's assessment
regarding internal control over financial reporting or an attestation report of
our registered public accounting firm due to a transition period established by
rules of the SEC for newly public companies.



Changes in internal control over financial reporting

There was no change in our internal control over financial reporting during the quarter ended December 31, 2020 that have had a significant impact or are reasonably likely to significantly affect our internal control over financial reporting.



                                       35

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