Item 4.01 Changes in Registrant’s Certifying Accountant.
On
February 9, 2021, the registrant Metromile, Inc. (the “Company”), (f/k/a INSU Acquisition Corp. II (“INSU”)),
consummated the previously announced merger (the “Closing”) pursuant to that certain Agreement and Plan of Merger and
Reorganization, dated November 24, 2020, and as amended on January 12, 2021 and February 8, 2021 (the “Merger Agreement”),
by and among INSU, a Delaware corporation, INSU II Merger Sub Corp., a Delaware corporation and a direct wholly-owned subsidiary of INSU
(“Merger Sub”) and Metromile Operating Company (f/k/a MetroMile Inc.), a Delaware corporation (“Legacy Metromile”).
Pursuant to the terms of the Merger Agreement, a business combination between INSU and Legacy Metromile was effected through the merger
of Merger Sub with and into Legacy Metromile, with Legacy Metromile surviving as the surviving company and as a wholly owned subsidiary
of INSU. In connection with the Closing, the registrant changed its name from INSU Acquisition Corp. II to Metromile, Inc.
As previously disclosed, in connection with the
Closing, on February 9, 2021, the audit committee of the Company’s board of directors approved (i) a resolution appointing Moss
Adams LLP (“Moss Adams”) as the Company’s independent registered public accounting firm to audit the Company’s
financial statements for the fiscal year ended December 31, 2021 and (ii) the dismissal of Grant Thornton LLP (“Grant Thornton”)
from its role as the registrant’s independent registered public accounting firm, effective immediately following the filing of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”). Grant Thornton was
previously engaged to audit INSU’s financial statements for the year ending December 31, 2020. The appointment of Moss Adams did
not affect Grant Thornton’s engagement to audit INSU for the year ended December 31, 2020.
Grant Thornton’s report on the registrant’s
financial statements for the fiscal years ended December 31, 2020 and 2019 did not contain an adverse opinion or a disclaimer of opinion,
nor was either report qualified or modified as to uncertainty, audit scope or accounting principles except for an explanatory paragraph
in the report for the fiscal year ended December 31, 2019 regarding substantial doubt about the registrant’s ability to continue
as a going concern.
At no point during the fiscal years ended December
31, 2020 and 2019 and the subsequent interim period through the filing of the 2020 10-K were there any (i) disagreements with Grant Thornton
on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreement(s),
if not resolved to the satisfaction of Grant Thornton, would have caused it to make reference to the subject matter of the disagreement(s)
in connection with its report, or (ii) “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K,
other than as noted above regarding the registrant’s ability to continue as a going concern.
The Company has provided Grant Thornton with a
copy of the foregoing disclosure and has requested that Grant Thornton furnish the Company with a letter addressed to the SEC stating
whether or not it agrees with the statements made herein, each as required by applicable SEC rules. A copy of Grant Thornton’s letter
to the SEC is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ended December 31, 2020
and 2019 and the subsequent interim period through the date of this Current Report on Form 8-K, the Company did not consult with Moss
Adams regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
