Filing Summary
Business Context and Reporting Period
Reinvent Technology Partners Z filed a Form 8-K dated July 30, 2021, reporting actions taken at shareholder and public warrant holder meetings held on July 29, 2021. The filing relates to the proposed business combination with Hippo Enterprises Inc. and the planned formation of Hippo Holdings Inc.
Transaction and Voting Results
- Shareholders approved the business combination agreement, under which Hippo would merge with RTPZ Merger Sub and subsequently merge with RTPZ.
- Shareholders approved the domestication of RTPZ from the Cayman Islands to Delaware and the change of name to Hippo Holdings Inc.
- Approved organizational changes included authorization for 2.0 billion shares of common stock and 10.0 million shares of preferred stock, board authority to issue preferred stock, a classified three-year board structure, and other Delaware corporate governance provisions.
- Shareholders approved the election of Amy Errett, Eric Feder, Lori Dickerson Fouché, Hugh R. Frater, Noah Knauf, Sam Landman, Richard McCathron, Assaf Wand and Sandra Wijnberg as the proposed directors.
- Shareholders approved the issuance of common stock to PIPE investors and Hippo stockholders, the 2021 Incentive Award Plan and the 2021 Employee Stock Purchase Plan.
- Each shareholder proposal received a majority of votes cast in favor. For the business combination proposal, votes were 21,118,729 for, 1,093,321 against and 569 abstentions.
- The public warrant holder meeting did not obtain a quorum: 1,888,454 public warrants, or 41.05% of those entitled to vote, were represented, and no proposals were submitted to a vote.
Financial Metrics, Liquidity and Capitalization
The filing is a transaction and voting update and does not provide revenue, profit, cash flow, margins, debt, liquidity, or operating-performance metrics for Hippo or RTPZ.
RTPZ reported that 19,261,380 Class A ordinary shares were presented for redemption in connection with the business combination. The filing does not provide the resulting post-redemption cash balance, share count, or pro forma capitalization.
Material Changes, Outlook and Risks
- The company expected, but did not guarantee, closing of the business combination on August 2, 2021, subject to customary closing conditions.
- Following closing, Hippo Holdings common stock and warrants were expected to begin trading on the New York Stock Exchange under the symbols HIPO and HIPO.WS, respectively, on August 3, 2021.
- The principal contingencies were completion of customary closing conditions and the effects of the substantial share redemptions.
- The filing does not provide management operating guidance, financial forecasts, or detailed risk-factor updates.
Important Facts for Investors to Verify
- Whether the business combination actually closed on August 2, 2021 and whether the securities began trading under the HIPO and HIPO.WS symbols.
- The final number of shares redeemed, post-closing ownership percentages, and fully diluted share count.
- Cash proceeds remaining after redemptions, including PIPE financing and transaction expenses.
- The final composition of Hippo Holdings’ board and the effectiveness of its new organizational documents.
- Subsequent filings containing Hippo’s financial statements, operating results, liquidity, debt, risk factors and updated guidance.