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 organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
2929 Arch Street, Suite 1703 |
19104 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 701-9555
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) | Name of each exchange on which registered | ||
| Capital Market | ||||
| Capital Market | ||||
| Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously reported, on July 12, 2021, INSU Acquisition Corp. III (“we,” “us” or the “Company”) issued a convertible promissory note (the “Promissory Note”) to Cohen & Company, LLC (the “Lender”), the manager of the Company’s sponsors, Insurance Acquisition Sponsor III, LLC and Dioptra Advisors III, LLC. All or a portion of the amounts outstanding under the Promissory Note are convertible into units at a price of $10.00 per unit at the option of the Lender. On February 11, 2022, the Company and the Lender amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $500,000 to $810,000. On April 8, 2022, the Company and the Lender further amended the Promissory Note to increase the aggregate principal amount of the Promissory Note from $810,000 to $1,500,000. All other terms of the Promissory Note remain in full force and effect. On April 8, 2022, we borrowed an additional $150,000 under the Promissory Note.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Promissory Note dated April 8, 2022 made by and between INSU Acquisition Corp. III and Cohen & Company, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: April 8, 2022 | INSU ACQUISITION CORP. III | |
| By: | /s/ John M. Butler | |
| Name: | John M. Butler | |
| Title: | President and Chief Executive Officer | |
2
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 ($500,000) (as amended, the “Note”). |
| B. | Maker and Payee amended the Note on February 11, 2022. |
| C. | Maker and Payee have agreed to make certain further amendments to the Note in accordance with paragraph 13 of the Note. |
| D. | Unless otherwise set forth herein, all other provisions of the Note shall remain in full force and effect. |
| E. | All capitalized terms not defined in this Amendment will have the meanings given to them in the Note. |
In consideration of these promises, the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:
1. The introductory paragraph of the Note is hereby amended and restated in its entirety to read as follows:
“INSU Acquisition Corp. III (the “Maker”) promises to pay to the order of Cohen & Company, LLC (the “Payee”) the principal sum of up to ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) (the “Maximum Principal Amount”) in lawful money of the United States of America, on the terms and conditions described below.”
[SIGNATURES APPEAR ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
| MAKER: | ||
| INSU ACQUISITION CORP. III | ||
| By: | /s/ John Butler | |
| Name: | John Butler | |
| Title: | President and Chief Executive Officer | |
| PAYEE: | ||
| COHEN & COMPANY, LLC | ||
| By: | /s/ Joseph W. Pooler, Jr. | |
| Name: | Joseph W. Pooler, Jr. | |
| Title: | EVP and CFO | |