XML 29 R19.htm IDEA: XBRL DOCUMENT
v3.23.3

Subsequent Events | 9 Months Ended
--- | ---
Sep. 30, 2023
Subsequent Events [Abstract] |
Subsequent Events | Subsequent Events Initial Public Offering On November 14, 2023, the Company consummated an initial public offering ("IPO") of its Class B common shares, which are listed on the NYSE. The Company’s net proceeds from the IPO were approximately $80.7 million, after deducting underwriting discounts and specific incremental expenses directly attributable to the IPO. Effective upon the consummation of the IPO, the Second Amended and Restated Shareholders Agreement terminated and the liquidity rights described in Note 11, Share Capital, which were included in the Shareholders Agreement, are no longer applicable. Value Appreciation Pool The IPO qualifies as a Trigger Event as defined in the VAP Plan. As a result, the Underpin (as discussed in Note 6, Value Appreciation Pool) became effective with a valuation of $5.16 per VAP unit. As of December 5, 2023, there were 9.5 million VAP units issued and outstanding. Warrants Subsequent to September 30, 2023, a total of 342,500 warrants were exercised, resulting in a net issuance of 271,097 Class B shares. At December 5, 2023, 810,000 warrants remain outstanding and fully vested. Share Capital On October 18, 2023, the Company redesignated 23,473,612 authorized Class A shares in excess of the outstanding Class A shares as unclassified. On November 14, 2023, as part of the IPO, 6,250,000 new class B shares were issued and sold by the Company and 8,750,000 existing shares were sold by the Company's shareholders. Of the 8,750,000 existing shares, 5,711,014 were Class A shares or Class C shares that were redesignated as Class B shares upon transfer. On November 22, 2023, as part of the IPO, an additional 1,500,000 existing shares were sold by the Company's shareholders. Of the 1,500,000 existing shares, 1,145,654 were Class A shares or Class C shares that were redesignated as Class B shares upon transfer. The following is a summary of the activity related to common shares authorized for the period October 1, 2023 to December 5, 2023:
| 2023
| Class A |  | Class B |  | Class C |  | Unclassified |  | Total
Common shares - beginning of period | 53,993,690 |  |  | 65,480,684 |  |  | 30,525,626 |  |  | — |  |  | 150,000,000 |
Share class conversions | (25,348,883) |  |  | 6,856,668 |  |  | (4,981,397) |  |  | 23,473,612 |  |  | — |
Common shares - end of period | 28,644,807 |  |  | 72,337,352 |  |  | 25,544,229 |  |  | 23,473,612 |  |  | 150,000,000 |
The following is a summary of the activity related to common shares issued and outstanding for the period October 1, 2023 to December 5, 2023:
| 2023
| Class A |  | Class B |  | Class C |  | Total
Common shares - beginning of period | 30,520,078 |  |  | 42,658,302 |  |  | 30,525,626 |  |  | 103,704,006 |
IPO shares issued | — |  |  | 6,250,000 |  |  | — |  |  | 6,250,000 |
Share class conversions | (1,875,271) |  |  | 6,856,668 |  |  | (4,981,397) |  |  | — |
Exercise of warrants | — |  |  | 271,097 |  |  | — |  |  | 271,097 |
Common shares - end of period | 28,644,807 |  |  | 56,036,067 |  |  | 25,544,229 |  |  | 110,225,103 |
Related Party Transactions Antonio Ursano, Jr. has served as a director of the Company since October 15, 2023. Mr. Ursano previously served as the Group Chief Financial Officer of the Company from September 2019 to July 2021. He is also the Managing Partner and Co-Founder of Insurance Advisory Partners LLC. The Company retained Insurance Advisory Partners LLC (“IAP”) to act as financial advisor to us with respect to evaluating various strategic and financial alternatives including any capital raise by us, including the IPO. The Company agreed to pay IAP (i) a quarterly retainer of $30,000 and (ii) a transaction fee of $1.0 million in connection with the IPO. We have also agreed to reimburse IAP on a quarterly basis for all reasonable and documented out-of-pocket expenses incurred in connection with specified matters, and have provided for indemnification of IAP.

X
- References No definition available. + Details
Name: | us-gaap_SubsequentEventsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483399/855-10-50-2 + Details
Name: | us-gaap_SubsequentEventsTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration