b'TABLE OF CONTENTSbusiness combination transactions. A very commonKairos Acquisition Corp. feature of SPACsthe differing incentives forIn January 2021, Kairos Acquisition Corp. completed Class A versus Class B stockholdersmay presenta $276 million (inclusive of the over-allotment an inherent conflict of interest requiring theoption) IPO selling units consisting of one share of application of the entire fairness standard to aClass A common stock and one-half of a warrant. deSPAC business combination transaction. OfThe SPAC was formed by Peter Bang, an investment course, the lawsuit might also have been avoidedbanker with extensive experience in the fintech and entirely if the SPAC had disclosed all of theinsurtech sectors with the financial backing of material facts. Hudson Structured Capital Management Ltd. A similar claim is being made inLaidlaw v. Ledecky,(HSCM). Vikas Singhal, a partner and head of et al., No. 2021-0808 (Del. Ch.), commenced onHSCMs Re/Insurance Strategy Department and the September 20, 2021. In that case, the plaintiffInsurtech Strategy, sits on the Board of the SPAC, alleges that the directors of Pivotal Investmentand Michael Millette, a partner of HSCM and former Corporation II (Pivotal) pushed for a merger withGlobal Head of Goldman Sachs Structured Finance XL Hybrids, Inc., an electric vehicle startup evendepartment, is an advisor to the SPAC. According to though the directors were aware that the deal wasthe SPACs IPO prospectus, the SPAC intends to not in the best interests of or fair to Pivotalsconcentrate its efforts on identifying companies in stockholders. The complaint further alleges that thethe insurance and insurtech sectors. The prospectus directors failed to disclose that XLs products weredefined these to include:not nearly as effective as publicly represented, andInsurance and/or reinsurance carriers, in any that XLs customer base and sales pipeline weresector including P&C, title, mortgage, life, much thinner than previously disclosed. Theannuity and health, insurance runoff managers, complaint alleges that, [a]lthough an abysmal dealand fronting companies;for Pivotals Class A stockholders, the merger provided a financial windfall for the holders of theInsurance distribution companies, including retail founder shares. According to the complaint, Evenagents, insurance brokers, wholesalers, with XL Fleets loss of share value, the foundermanaging general agencies, managing general shareswhich were purchased for virtuallyunderwriters or dually-licensed distribution nothingare worth nearly $40 million.companies, such as registered investment advisors, mortgage brokers or other entities SPAC Transactions in 2021 where insurance distribution is a core ancillary component of their business;IPOs Insurance service providers, including claims or The following two insurance focused SPACscost management, claims adjustors, disaster completed their IPOs in 2021. recovery service providers, business processing, policy administration and premium payment facilitation, data and technology providers, and asset managers; andMAYER BROWN |29'