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Delwinds Insurance Acquisition Corp. Announces Forward Purchase Agreement With Meteora Capital Partners

Delwinds Insurance Acquisition Corp. ("DWIN" or the "Company") (NYSE:DWIN), a publicly traded special purpose acquisition company, announced today that it has entered into a Forward Share Purchase

Benzinga · 09/14/2022 06:07

Delwinds Insurance Acquisition Corp. ("DWIN" or the "Company") (NYSE:DWIN), a publicly traded special purpose acquisition company, announced today that it has entered into a Forward Share Purchase Agreement (the "Purchase Agreement") with Meteora Capital Partners or its affiliates (collectively, "Meteora") pursuant to which Meteora (i) has committed to owning, as of the date (the "BC Closing Date") of consummation of DWIN's previously announced business combination with FOXO Technologies Inc. (the "Business Combination" and "FOXO"), a certain number of shares of DWIN Class A common stock ("Public Shares"), and (ii) may purchase up to an additional number of Public Shares from other holders of Public Shares, which shares in the aggregate may be up to a maximum of 3,000,000 shares (the "Meteora Shares"). The Meteora Shares are subject to an agreement between the Company and Meteora in effect for a period of up to fifteen (15) months after the BC Closing Date. Pursuant to such arrangement, Meteora has the right to sell the Meteora Shares in the open market and, at the end of the term of the Meteora  agreement, or upon an accelerated maturity date (applicable upon the occurrence of certain events, including based on a the trading price per share of the Class A common stock of the combined company after the Business Combination (the "Combined Company")), to require the Combined Company to purchase any Meteora Shares held by Meteora as of the fifteen (15) month anniversary of the BC Closing Date at a price equal to the redemption price per Public Share at the Closing of the Business Combination(the "Redemption Price").

Additionally, concurrent and in connection with DWIN entering into the Purchase Agreement, DWIN and the investors (the "Backstop Investors") party to the previously disclosed backstop subscription agreements (the "Backstop Subscription Agreements") have agreed, with approval from FOXO, to amend the Backstop Subscription Agreements, and, in connection therewith, it is no longer anticipated that the Backstop Investors will subscribe for DWIN shares concurrent with the consummation of the Business Combination.

DWIN will hold a Special Meeting of Stockholders ("Special Meeting") on September 14, 2022, at 9:00 am Eastern Time, to approve the Business Combination and the other proposals set forth in the definitive proxy statement included in the Registration Statement on Form S-4 related to the Business Combination filed with, and declared effective by, the Securities and Exchange Commission (the "SEC"). DWIN has established August 19, 2022, as the record date for such meeting ("Record Date"). DWIN stockholders of record at the close of business on the Record Date are entitled to vote the shares of common stock of DWIN owned by them at the Special Meeting. Approval of the Business Combination by the DWIN stockholders is among the conditions to be satisfied prior to the consummation of the Business Combination (currently expected to occur soon after the Special Meeting, provided the conditions to closing are satisfied or, as applicable, waived).

DWIN has also scheduled an additional Special Meeting of Stockholders ("Extension Meeting") on September 14, 2022, at 10:00 am Eastern Time. At the Extension Meeting, stockholders of DWIN will be asked to consider and vote upon a proposal to amend the amended and restated certificate of incorporation of DWIN (the "Charter") to extend the date (the "Extension") by which DWIN is required to consummate its initial business combination from September 15, 2022, until December 15, 2022. The Extension is being sought to provide additional time, if necessary, for DWIN to complete its initial business combination.