UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 13, 2022
Delwinds Insurance Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware |
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001-39783 |
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85-1050265 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
One City Centre
1021 Main Street, Suite 1960
Houston, TX 77002
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (713) 337-4077
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant |
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DWIN.U |
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The New York Stock Exchange |
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Class A Common Stock, par value $0.0001 per share |
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DWIN |
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The New York Stock Exchange |
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Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
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DWIN.WS |
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The New York Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 13, 2022, Delwinds Insurance Acquisition
Corp. (“Delwinds”), issued a press release announcing that it will transfer its listing from The New York Stock Exchange
(the “NYSE”) to the NYSE American LLC (“NYSE American”). In connection with listing on NYSE American,
Delwinds will voluntarily delist from the NYSE. Following the transfer of listing, Delwinds will continue to file the same types of periodic
reports and other information it currently files with the Securities and Exchange Commission (the “SEC”).
Following the consummation of the previously
announced business combination (the “Business Combination”) between Delwinds and FOXO Technologies Inc.
(“FOXO”), the Class A Common Stock and Warrants of Delwinds, which will be renamed “FOXO Technologies
Inc.” upon closing the Business Combination, are expected to begin trading on NYSE American under the symbols
“FOXO” and “FOXO WS,” respectively, on or around September 16, 2022, subject to the Business Combination
being approved by the stockholders of Delwinds and FOXO, respectively, and the satisfaction or waiver of other closing
conditions. Until the Business Combination is complete, Delwinds’ Class A Common Stock, Warrants, and units will
continue to trade under the ticker symbols “DWIN,” “DWIN WS,” and “DWIN U,” respectively on the
NYSE.
Delwinds will file a Form 8-A with respect to
the registration of Delwinds’ securities on NYSE American.
A copy of the press release is furnished as Exhibit
99.1 hereto.
Item
7.01. Regulation FD Disclosure.
Furnished as Exhibit 99.1 hereto and incorporated
into this Item 7.01 by reference is the press release that Delwinds issued on September 13, 2022.
The information in this Item 7.01, including Exhibit
99.1, will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in
any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Forward-Looking Statements
Certain statements in this Current Report on Form
8-K are “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private
Securities Litigation Reform Act of 1995. When used in this report, words such as “may”, “should”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential” or “continue”, or variations of these words or similar expressions (or the negative versions of such
words or expressions) are intended to identify forward-looking statements.
Additional Information about the Business Combination
and Where to Find It
As previously
disclosed, on February 24, 2022, Delwinds entered into an Agreement and Plan of Merger (as amended as of April 26, 2022, July 6,
2022 and August 12, 2022, and as may be further amended or supplemented from time to time, the “Merger Agreement”),
by and among Delwinds, FOXO, DWIN Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Delwinds (“Merger
Sub”), and DIAC Sponsor LLC, a Delaware limited liability company and Delwinds’ sponsor (the “Sponsor”),
in its capacity as the representative of the stockholders of Delwinds (other than FOXO’s security holders) (the “Purchaser
Representative”) from and after the closing (the “Closing”) of the transactions contemplated by the
Merger Agreement, pursuant to which Merger Sub will merge with and into FOXO, with FOXO as the surviving company in the merger and, after
giving effect to such merger, continuing as a wholly-owned subsidiary of Delwinds. Delwinds 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 mailed a final prospectus and definitive proxy statement and other relevant
documents to its stockholders. This communication is not a substitute for the Registration Statement, the definitive proxy statement/final
prospectus or any other document that Delwinds has sent to its stockholders in connection with the Business Combination. The information
filed by Delwinds contains substantially more information about FOXO than is being furnished with this communication and may contain information
that an investor will consider important in making a decision regarding an investment in Delwinds securities. Delwinds stockholders are
urged to read the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meeting
to be held to approve the proposed transaction, because these documents contain important information about Delwinds, FOXO and the proposed
transaction. Stockholders of Delwinds are also able to obtain a free copy of the proxy statement, as well as other filings containing
information about Delwinds, without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy
statement and Delwinds’ other filings with the SEC can also be obtained, without charge, at Delwinds’ website at www.delwinds.com/investors
or upon written request to One City Centre, 1021 Main Street, Suite 1960, Houston, TX 77002.
No Offer or Solicitation
The disclosure herein shall not constitute a solicitation
of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This communication
shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act, or an exemption therefrom.
Participants in Solicitation
Delwinds and FOXO and their respective directors
and officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with
the proposed Business Combination. Delwinds stockholders and other interested persons may obtain, without charge, more detailed information
regarding directors and officers of Delwinds in Delwinds’ final prospectus filed with the SEC on December 10, 2020, the Registration
Statement and other relevant materials filed with the SEC in connection with the proposed Business Combination. These documents can be
obtained free of charge from the sources indicated above.
Item
9.01. Financial Statements and Exhibits
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 13, 2022
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DELWINDS INSURANCE ACQUISITION CORP. |
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By: |
/s/ Andrew Poole |
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Name: |
Andrew Poole |
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Title: |
Chief Executive Officer |
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