UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission File Number 001-39484

 

(Check One):  ☐  Form 10-K  ☐  Form 20-F  ☐  Form 11-K  ☒  Form 10-Q  ☐  Form 10-D  ☐  Form N-CEN  ☐  Form N-CSR

 

For Period Ended:          March 31, 2021

 

☐   Transition Report on Form 10-K

☐   Transition Report on Form 20-F

☐   Transition Report on Form 11-K

☐   Transition Report on Form 10-Q

 

For the Transition Period Ended: ____________

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: N/A

 

PART I – REGISTRANT INFORMATION

 

Metromile, Inc.
Full Name of Registrant
 
N/A
Former Name, if Applicable
 
425 Market Street #700
Address of Principal Executive Office (Street and Number)
 
San Francisco, CA 94105
City, State and Zip Code

 

 

 

 

PART II – RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☒ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
☒ (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III – NARRATIVE

 

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Metromile, Inc. (the “Company”) has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Q1 2021 Form 10-Q”) by the prescribed due date for the reasons described below.

 

As previously reported, on February 9, 2021, INSU Acquisition Corp. II (“INSU,” and after the Business Combination described herein, the “Company”), consummated a business combination (the “Business Combination”) in which a wholly-owned subsidiary of INSU merged with and into MetroMile, Inc. (“Legacy Metromile”), with Legacy Metromile surviving the Business Combination as a wholly-owned subsidiary of INSU, and in which INSU changed its name to “Metromile, Inc.”

 

As previously disclosed, following consideration of the guidance set forth in the Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (the “Statement”) issued on April 12, 2021 by the Acting Director of the Division of Corporate Finance and the Acting Chief Accountant of the U.S. Securities and Exchange Commission (the “SEC”), the Audit Committee of the Company’s Board of Directors, together with management, concluded that the Company’s previously issued consolidated financial statements and related notes as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2021 (the “2020 Form 10-K”), should be restated.

 

The Company is working diligently to complete the Q1 2021 Form 10-Q as soon as possible; however, given the scope of the process for evaluating the impact of the Statement on the Company’s financial statements and the Company management’s focus on preparing an amendment to the 2020 Form 10-K containing restated financial statements for the year ended December 31, 2020, the Company was unable to complete and file the Q1 2021 Form 10-Q by the required due date of May 17, 2021 without unreasonable effort and expense. The Company does, however, expect to file such report within five calendar days thereof.

 

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PART IV – OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification:

 

Lindsay Alexovich   (888)   242-5204
(Name)   (Area Code)   (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).  ☒  Yes  ☐  No

 

  (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  ☐  Yes  ☒  No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

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Metromile, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

  

Date:  May 18, 2021 By: /s/ Lindsay Alexovich
    Lindsay Alexovich
   

Chief Accounting Officer

(Principal Financial Officer)

 

 

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