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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
Philadelphia, PA

   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
Units, each consisting of one share of Class A common stock and one-third of one redeemable warrant   IIIIU   NASDAQ Capital Market
Class A common stock, par value $0.0001 per share   IIII   NASDAQ Capital Market
Warrants, each whole warrant exercisable for one share of Class A common stock    IIIIW   NASDAQ 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

 

 

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