IIII / INSU Acquisition Corp III - Class A - Depositi SEC, Relazione annuale, dichiarazione di delega

US4578171047 / INSU ACQUISITION CORP III / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm236168d1sc13g-a.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INSU ACQUISITION CORP. III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 457817104 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this

US4578171047 / INSU ACQUISITION CORP III / P SCHOENFELD ASSET MANAGEMENT LP - INSU ACQUISITION CORP. III Passive Investment

SC 13G/A 1 p23-0866sc13ga.htm INSU ACQUISITION CORP. III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INSU Acquisition Corp. III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 457817104 (CUSIP Number) December 31, 2021 and December 31, 2022 (Date of event which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39818 INSU ACQUISITION CORP. III (Exact name of registrant as specified

INSU Acquisition Corp. III Announces it Will Redeem its Public Shares

Exhibit 99.1 INSU Acquisition Corp. III Announces it Will Redeem its Public Shares PHILADELPHIA, PA, Nov. 18, 2022 (GLOBE NEWSWIRE) - INSU Acquisition Corp. III (NASDAQ:IIII) (the ?Company?), a blank-check company formed for the purpose of acquiring or merging with one or more businesses, today announced that, because the Company will not consummate an initial business combination within the time

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 18, 2022 INSU ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-39818 85-3356658 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39818 INSU ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39818 INSU ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39818 INSU ACQUISITION CORP

Second Amendment to Promissory Note dated April 8, 2022 made by and between INSU Acquisition Corp. III and Cohen & Company, LLC.

Exhibit 10.1 SECOND AMENDMENT TO PROMISSORY NOTE THIS SECOND AMENDMENT TO PROMISSORY NOTE (this ?Amendment?) is dated as of the 8th day of April, 2022 and is made by and between INSU Acquisition Corp. III (?Maker?) and Cohen & Company, LLC (?Payee?). RECITALS A. Maker executed that certain Promissory Note dated July 12, 2021 in the original principal sum of up to Five Hundred Thousand Dollars ($50

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2022 INSU ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-39818 85-3356658 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39818 INSU ACQUISITION C

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of INSU Acquisition Corp. III None.

US4578173027 / INSU Acquisition Corp. III / ARISTEIA CAPITAL LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Insu Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 457817302 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

US4578171047 / INSU ACQUISITION CORP III / Nantahala Capital Management, LLC - SC 13G Passive Investment

SC 13G 1 tm222623d12sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INSU ACQUISITION CORP. III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 457817104 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this State

US4578173027 / INSU Acquisition Corp. III / Atalaya Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* INSU Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 457817302** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

US4578171047 / INSU ACQUISITION CORP III / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) INSU ACQUISITION CORP. III (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 457817104 (CUSIP Number) DECEMBER 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to de

US4578173027 / INSU Acquisition Corp. III / Atalaya Capital Management LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INSU Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 457817302** (CUSIP Number) October 1, 2021*** (Date of Event which Requires Filing of this Statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39818 INSU ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39818 INSU ACQUISITION CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39818 INSU ACQUISITION CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSI

10-K/A 1 f10k2020a1insuacquisition3.htm AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 193

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2021 INSU ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-39818 85-3356658 (State or other jurisdiction of incorporation or

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2021 INSU ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-39818 85-3356658 (State or other jurisdiction of incorporation or o

INSU Acquisition Corp. III Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q

EX-99.1 2 ea142208ex99-1insuacq3.htm PRESS RELEASE DATED JUNE 4, 2021 Exhibit 99.1 INSU Acquisition Corp. III Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Quarterly Report on Form 10-Q PHILADELPHIA, PA, June 4, 2021 (Globe Newswire) – INSU Acquisition Corp. III (NASDAQ: IIII) (the “Company”), a blank-check company sponsored by Cohen & Company Inc. (NYSE American: CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ 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 ☐ Transition Report on F

INSU Acquisition Corp. III

SC 13G 1 p21-1167sc13g.htm INSU ACQUISITION CORP. III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INSU Acquisition Corp. III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 457817104 (CUSIP Number) December 31, 2020 (Date of event which requires filing of this st

INSU Acquisition Corp. III Description of Securities

Exhibit 4.5 INSU ACQUISITION CORP. III DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of INSU Acquisition Corp. III, a Delaware corporation (?we,? ?us,? ?our? or the ?Company?), is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated certificate of inc

Subsidiaries of the Registrant

EX-21.1 3 f10k2020ex21-1insuacq3.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiaries of INSU Acquisition Corp. III None.

Annual Report - ANNUAL REPORT

10-K 1 f10k2020insuacquisition3.htm ANNUAL REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Insu Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Cl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Insu Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 457817302 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INSU Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securi

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INSU Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 457817 104 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Audited Financial Statement for INSU ACQUISITION CORP. III Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 22, 2020 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Shareholders INSU Acquisition Corp. III Opinion on the financial statement W

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2020 INSU ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-39818 85-3356658 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INSU ACQUISITION CORP. III (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INSU ACQUISITION CORP. III (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 457817302** (CUSIP Number) DECEMBER 18, 2020 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule

SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INSU Acquisition Corp. III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 457817302** (CUSIP Number) December 18, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

Unit Subscription Agreement, dated December 17, 2020 between the Company and Insurance Acquisition Sponsor III, LLC(1)

Exhibit 10.4 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 17th day of December, 2020, by and between INSU Acquisition Corp. III, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Insurance Acquisition Sponsor III, LLC (the “Subscriber”). WHEREAS, the Compan

Underwriting Agreement, dated December 17, 2020, among the Company and Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC(1)

Exhibit 1.1 UNDERWRITING AGREEMENT between INSU ACQUISITION CORP. III and CANTOR FITZGERALD & CO. and WELLS FARGO SECURITIES, LLC Dated: December 17, 2020 INSU ACQUISITION CORP. III UNDERWRITING AGREEMENT New York, New York December 17, 2020 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 As Representatives

Letter Agreement, dated December 17, 2020, by and among the Company and certain security holders, officers and directors of the Company(1)

Exhibit 10.1 December 17, 2020 INSU Acquisition Corp. III 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and among INSU Acquisition Corp. III, a Delaware c

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ea131944-8kinsuacqu3.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2020 INSU ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-39818 85-3356658

Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on December 18, 2020(1)

EX-3.1 3 ea131944ex3-1insuacqu.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON DECEMBER 18, 2020 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSU ACQUISITION CORP. III INSU Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERT

INSU Acquisition Corp. III Announces Pricing of Upsized $218,000,000 Initial Public Offering

Exhibit 99.1 INSU Acquisition Corp. III Announces Pricing of Upsized $218,000,000 Initial Public Offering PHILADELPHIA, PA, December 17, 2020 (Globe Newswire) - INSU Acquisition Corp. III (NASDAQ:IIIIU) (the “Company”), a blank-check company sponsored by Cohen & Company (NYSE American: COHN) and formed for the purpose of acquiring or merging with one or more businesses or entities in the insurance

Administrative Services Agreement, dated December 17, 2020, between the Company and Cohen & Company, LLC(1)

Exhibit 10.5 INSU ACQUISITION CORP. III 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 December 17, 2020 Cohen & Company, LLC 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between INSU Acquisition Corp. III (the “Company”) and Cohen & Company, LLC (“Cohen”), dated as of the date hereof, will confirm our agreem

Warrant Agreement, dated December 17, 2020, between Continental Stock Transfer & Trust Company and the Company(1)

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 17, 2020, is by and between INSU Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”; also referred to as the “Transfer Agent”). WHEREAS, the Company has entered into

Cohen & Company and INSU Acquisition Corp. III Announce Completion of INSU Acquisition Corp. III $250,000,000 Initial Public Offering, Including Exercise of Over-Allotment Option

Exhibit 99.2 Cohen & Company and INSU Acquisition Corp. III Announce Completion of INSU Acquisition Corp. III $250,000,000 Initial Public Offering, Including Exercise of Over-Allotment Option PHILADELPHIA, PA, December 22, 2020 (Globe Newswire) – Cohen & Company Inc. (NYSE American: COHN) and INSU Acquisition Corp. III (NASDAQ:IIIIU) today announced that INSU Acquisition Corp. III (the “Company”),

Investment Management Trust Agreement, dated December 17, 2020 between Continental Stock Transfer & Trust Company and the Company(1)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 17, 2020 by and between INSU Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-250050

Loan Commitment Agreement, dated December 17, 2020, between the Company and Insurance Acquisition Sponsor III, LLC(1)

Exhibit 10.6 INSU Acquisition Corp. III 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Attention: Joseph W. Pooler, Jr. Dated: December 17, 2020 Insurance Acquisition Sponsor III, LLC (“Lender”) hereby agrees to make to INSU Acquisition Corp. III (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:

Registration Rights Agreement, dated December 17, 2020, between the Company and certain security holders of the Company(1)

EX-10.3 7 ea131944ex10-3insuacqu.htm REGISTRATION RIGHTS AGREEMENT, DATED DECEMBER 17, 2020, BETWEEN THE COMPANY AND CERTAIN SECURITY HOLDERS OF THE COMPANY Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2020, is made and entered into by and among each of INSU Acquisition Corp. III, a Delaware corporation (the “Company”),

$218,000,000 INSU Acquisition Corp. III 21,800,000 Units

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-250050 & 333-251449 $218,000,000 INSU Acquisition Corp. III 21,800,000 Units INSU Acquisition Corp. III is a blank check company that will seek to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this p

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 17, 2020 Registration No.

-

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- FOR REGISTRATION OF CERTAIN CLASSES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 INSU ACQUISITION CORP. III (Exact Name of Registrant as Specified in Its Charter) Delaware 85-3356658 (State or other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification

Specimen Unit Certificate(2)

Exhibit 4.1 SPECIMEN UNIT CERTIFICATE [] UNITS U-[●] SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 457817 302 INSU ACQUISITION CORP. III UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE THIRD WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, $0.0001 par value per share (the

Specimen Warrant Certificate(2)

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2020, is by and between INSU Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”; also referred to as the “Transfer Agent”). WHEREAS, the Company has entered into that certai

Form of Audit Committee Charter.**

Exhibit 99.1 INSU ACQUISITION CORP. III AUDIT COMMITTEE CHARTER MISSION STATEMENT The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight duties and in this capacity: ● Is responsible for appointing the Company’s independent auditors and exercising oversight thereof; ● Is delegated the authority to receive funds and engage advisors as needed; ● Sh

Code of Business Conduct and Ethics(2)

EX-14.1 16 fs12020a1ex14-1insuacq.htm CODE OF BUSINESS CONDUCT AND ETHICS Exhibit 14.1 FORM OF CODE OF BUSINESS CONDUCT AND ETHICS OF INSU ACQUISITION CORP. III 1. Introduction The Board of Directors (the “Board”) of INSU Acquisition Corp. III has adopted this code of business conduct and ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’

Form of Administrative Services Agreement**

Exhibit 10.7 INSU ACQUISITION CORP. III 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 , 2020 Cohen & Company, LLC 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Re: Administrative Services Agreement Gentlemen: This letter agreement by and between INSU Acquisition Corp. III (the “Company”) and Cohen & Company, LLC (“Cohen”), dated as of the date hereof, will confirm our agreement that, c

Form of Registration Rights Agreement among the Registrant and security holders.**

EX-10.2 10 fs12020a1ex10-2insuacq.htm FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND SECURITY HOLDERS Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2020, is made and entered into by and among each of INSU Acquisition Corp. III, a Delaware corporation (the “Company”), Insurance Acquisition Sponsor III, LLC, a Delaware

- REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on December 14, 2020. Registration No. 333-250050 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSU ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 6770 85-3356658 (State or other jurisdiction

Form of Amended and Restated Certificate of Incorporation.**

Exhibit 3.1(c) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INSU ACQUISITION CORP. III INSU Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “INSU Acquisition Corp. III”. The original certificate of incorporation was filed with the Secretary of State of

Specimen Common Stock Certificate(2)

Exhibit 4.2 NUMBER SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 457817 104 INSU ACQUISITION CORP. III A DELAWARE CORPORATION CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS A COMMON STOCK, $0.0001 PAR VALUE PER SHARE EACH, OF INSU ACQUISITION CORP. III (THE “CORPORATION”) transferable on the books of the Corporation in person or by duly au

Form of Compensation Committee Charter.**

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF INSU ACQUISITION CORP. III I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of INSU Acquisition Corp. III (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its executive compe

Amended and Restated Bylaws(2)

Exhibit 3.2(b) AMENDED AND RESTATED BYLAWS OF INSU ACQUISITION CORP. III (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s r

Form of Underwriting Agreement.**

Exhibit 1.1 UNDERWRITING AGREEMENT between INSU ACQUISITION CORP. III and CANTOR FITZGERALD & CO. and WELLS FARGO SECURITIES, LLC Dated: December [ ], 2020 INSU ACQUISITION CORP. III UNDERWRITING AGREEMENT New York, New York December [ ], 2020 Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 Wells Fargo Securities, LLC 500 West 33rd Street New York, New York 10001 As Representative

Form of Letter Agreement by and between the Registrant, the Registrant’s security holders named therein, and the officers and directors of the Registrant.**

Exhibit 10.4 , 2020 INSU Acquisition Corp. III 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into, or proposed to be entered into, by and between INSU Acquisition Corp. III, a Delaware corporatio

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.**

Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2020 by and between INSU Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, No. 333-250050 (the “Regis

Form of Indemnity Agreement(2)

Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [], 2020, by and between INSU ACQUISITION CORP. III, a Delaware corporation (the “Company”), and the person executing this Agreement identified on the signature page hereto (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors,

Form of Promissory Note for working capital loan from Insurance Acquisition Sponsor III, LLC to the Registrant (included in Exhibit 10.8).**

Exhibit 10.8 INSU Acquisition Corp. III 2929 Arch Street, Suite 1703 Philadelphia, PA 19104-2870 Attention: Joseph W. Pooler, Jr. Dated: , 2020 Insurance Acquisition Sponsor III, LLC (“Lender”) hereby agrees to make to INSU Acquisition Corp. III (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below: 1. AMOUNT

Form of Placement Unit Subscription Agreement with Insurance Acquisition Sponsor III, LLC.**

Exhibit 10.3 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the day of , 2020, by and between INSU Acquisition Corp. III, a Delaware corporation (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Insurance Acquisition Sponsor III, LLC (the “Subscriber”). WHEREAS, the Company desires to

Consent of John Chrystal*

Exhibit 99.3 CONSENT OF TO BE NAMED AS A DIRECTOR NOMINEE INSU Acquisition Corp. III intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being

Promissory Note for expenses prior to initial public offering expenses from Cohen & Company, LLC to Registrant.*

Exhibit 10.6 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION

Certificate of Amendment to Certificate of Incorporation, filed October 22, 2020.*

Exhibit 3.1(b) CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION OF INSU ACQUISITION CORP. III INSU Acquisition Corp. III (the ”Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of

Powers of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-250050) filed on November 13, 2020.

As filed with the U.S. Securities and Exchange Commission on November 12, 2020. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 INSU ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 6770 85-3356658 (State or other jurisdiction of incorporation or organ

Certificate of Incorporation filed October 6, 2020.*

Exhibit 3.1(a) CERTIFICATE OF INCORPORATION OF INSU ACQUISITION CORP. III FIRST. The name of this corporation is INSU ACQUISITION CORP. III (the “Corporation”). SECOND. Its registered office and place of business in the State of Delaware is Rodney Square, 1000 North King Street, in the City of Wilmington, New Castle County, Delaware 19801. The name of the Registered Agent at such is Corporation Gu

Amended and Restated Bylaws(2)

EX-3.2A 4 fs12020ex3-2ainsuacq3.htm BYLAWS Exhibit 3.2(a) BYLAWS OF INSURANCE ACQUISITION CORP. III ARTICLE I STOCKHOLDERS 1.1 Meetings. 1.1.1 Place. Meetings of the stockholders shall be held at such place as may be designated by the board of directors. 1.1.2 Annual Meeting. An annual meeting of the stockholders for the election of directors and for other business shall be held on such date and a

Consent of Sasson Posner*

Exhibit 99.4 CONSENT OF TO BE NAMED AS A DIRECTOR NOMINEE INSU Acquisition Corp. III intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being

Consent of Walter Beach*

Exhibit 99.6 CONSENT OF TO BE NAMED AS A DIRECTOR NOMINEE INSU Acquisition Corp. III intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being

Consent of Sheila Nicoll*

Exhibit 99.5 CONSENT OF TO BE NAMED AS A DIRECTOR NOMINEE INSU Acquisition Corp. III intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being