Subsequent Events

9 Months Ended

Sep. 30, 2023

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and the liquidity rights described in Note 11, Share Capital, which were included in the Shareholders Agreement, are no longer applicable.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.