Delwinds Insurance Acquisition Corp. announcement of requests for

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Houston, TX, Sept. 13, 2022 (GLOBE NEWSWIRE) — Delwinds Insurance Acquisition Corp. (“DWIN” or the “Company”) (NYSE: DWIN), a publicly traded special purpose acquisition company, today announced that effective 5:00 p.m. Eastern Time on September 12, 2022 (the “Redemption Deadline”), Delwinds has received redemption requests for an aggregate of 10,991,407 DWIN public shares, which may be withdrawn at any time prior to the completion of previously announced activities. (the “Business Combination”) between DWIN and FOXO Technologies Inc. (“FOXO”), or such other date as DWIN’s Board of Directors (the “DWIN Board”) may determine to be the to accept withdrawals of such redemption requests. If all redemption requests received by DWIN by the redemption deadline are satisfied by DWIN, 10,991,407 of the outstanding public shares of DWIN, representing 99.5% of the total public shares of DWIN outstanding prior to the redemption deadline redemption, would be redeemed.

DWIN will hold a special meeting of shareholders (“Special Meeting”) on September 14, 2022 at 9:00 a.m. Eastern Time to approve the business combination and the other proposals set forth in the enclosed definitive proxy statement in the business combination Form S-4 registration statement filed with and declared effective by the Securities and Exchange Commission (the “SEC”). DWIN has established August 19, 2022 as the record date for this meeting (“Record Date”). DWIN shareholders of record at the close of business on the record date are entitled to vote for the DWIN common shares they hold at the special meeting. Approval of the Business Combination by DWIN shareholders is one of the conditions to be met prior to the completion of the Business Combination (currently expected shortly after the Special Meeting, provided the closing conditions are satisfied or, as the case where appropriate, lifted).

DWIN has also scheduled an additional special meeting of shareholders (“Extension Meeting”) on September 14, 2022 at 10:00 a.m. Eastern Time. At the Extension Meeting, DWIN shareholders will be invited to consider and vote on a proposal to amend DWIN’s Amended and Restated Certificate of Incorporation (the “Charter”) to extend the date (the “Extension ”) to which DWIN is required to complete its initial business combination from September 15, 2022 to December 15, 2022. The extension is requested to allow additional time, if necessary, for DWIN to complete its initial business combination.

DWIN encourages all shareholders to vote on the proposal(s) for the special meeting and the extension meeting.

DWIN shareholders who require assistance in completing the proxy card, require additional copies of the definitive proxy statement/prospectus, or have questions regarding the special meeting or extension meeting may contact attorney for DWIN, Saratoga Proxy Consulting, by calling (888) 368-0379, or by email at [email protected].

About Delwinds Insurance Acquisition Corp.

Delwinds is a special purpose blank check corporation formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The President and CEO of Delwinds is Andrew J. Poole. For more information on Delwinds, visit www.delwinds.com.

About FOXO Technologies Inc.

FOXO is a technology company that aims to make the science of longevity a fundamental part of life insurance. By applying epigenetic science and AI to commercialize saliva-based biomarkers, FOXO plans to simplify the consumer subscription journey and improve the consumer value proposition. FOXO’s platform will modernize the life insurance industry with saliva-based underwriting technology and consumer engagement services. FOXO is the parent company of FOXO Life Insurance Company. For more information about FOXO, visit www.foxotechnologies.com.

Important information and where to find it

Delwinds has filed with the SEC a registration statement on Form S-4 (as amended, the “Registration Statement”), which contains information about the proposed business combination and the respective businesses of FOXO and Delwinds . Delwinds has sent a final prospectus and proxy statement and other relevant materials to its shareholders. This communication does not replace the registration statement, definitive proxy statement/prospectus or any other document that Delwinds has sent to its shareholders in connection with the business combination. The information filed by Delwinds contains significantly more information about FOXO than is provided with this communication and may contain information that an investor considers important in making a decision regarding an investment in Delwinds securities. Delwinds shareholders are urged to read the final and definitive prospectus in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, as these documents contain important information about Delwinds, FOXO and the proposed transaction. . Delwinds stockholders may also obtain a free copy of the proxy statement, as well as other documents containing information about Delwinds, at no cost, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other documents filed by Delwinds with the SEC may also be obtained, free of charge, on Delwinds’ website at www.delwinds.com/investors or upon written request at One City Center, 1021 Main Street, Suite 1960, Houston, TX 77002.

Participants in the solicitation

FOXO and Delwinds and their respective directors and officers and other officers and employees may be considered participants in the solicitation of proxies in connection with the proposed business combination. Delwinds shareholders and other interested persons may obtain, free of charge, more detailed information about the directors and officers of Delwinds in the registration statement. Information regarding persons who may, under SEC rules, be considered participants in the solicitation of proxies from Delwinds stockholders in connection with the proposed business combination is included in the definitive proxy statement. /prospectus that Delwinds has filed with the SEC.

Forward-looking statements

This press release contains statements that constitute “forward-looking statements” within the meaning of federal securities laws, including statements regarding the expected outcome of the special meeting to approve the business combination between Delwinds and FOXO, the expected completion date of the business combination, the expected listing of the combined company’s stock on the New York Stock Exchange, and the combined company’s future performance and market opportunities. Actual results and performance could differ materially and adversely from those expressed or implied by the forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of Delwinds and FOXO, including those set forth in the Risk Factors section of Delwinds’ registration statement and preliminary prospectus for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Delwinds and FOXO undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law. Neither Delwinds nor FOXO guarantees that Delwinds or FOXO, or the combined company, will achieve their expectations.

No offer or solicitation

This press release does not constitute a solicitation of proxy, consent or authorization with respect to any security or with respect to the proposed business combination. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be illegal prior to registration. or qualification under the securities laws of such jurisdiction. No offer of securities will be made except by means of a prospectus satisfying the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.

Contact:

Delwinds Insurance Acquisition Corp.
Bryce Quin
[email protected]

Investor Relations
Cody Slach, Matthew Hausch
Investor Relations Gateway
(949) 574-3860
[email protected]

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