UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On September 15, 2022, Delwinds Insurance Acquisition Corp. (prior to the closing of the Business Combination, the “Company”) consummated the previously announced business combination (the “Business Combination”) with FOXO Technologies Inc., now known as FOXO Technologies Operating Company (“FOXO”), pursuant to the Agreement and Plan of Merger, dated as of February 24, 2022, as amended on April 26, 2022, July 6, 2022 and August 12, 2022, by and among the Company, FOXO and the other parties thereto. In connection with the closing of the Business Combination, the registrant changed its name from Delwinds Insurance Acquisition Corp. to FOXO Technologies Inc. (the “Combined Company”). The Combined Company will continue the existing business operations of FOXO as a publicly traded company. On September 16, 2022, FOXO issued a press release announcing the consummation of the Business Combination. A copy of such press release is attached as Exhibit 99.1 hereto and is incorporated by reference into this Item 7.01.
The information set forth in this Item 7.01 including Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall 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 subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, or any filing under the Exchange Act, regardless of any general incorporation language in any such filing.
Item 8.01 Other Events.
Pursuant to a forward share purchase agreement (the “Forward Purchase Agreement”) entered into between the Company and Meteora Capital Partners and its affiliates (collectively, “Meteora”), prior to the closing of the Business Combination Meteora purchased 1,708,005 shares of Class A common stock of the Company from stockholders which had previously tendered such shares for redemption but agreed to reverse their redemption and sell such shares to Meteora at the redemption price, resulting in Meteora holding a total of 2,873,728 shares of Class A common stock, which Meteora agreed not to redeem in connection with the Business Combination. Additionally, the Company placed approximately $29,135,330 in escrow at the closing of the Business Combination to secure its purchase obligations to Meteora under the Forward Purchase Agreement. The terms of the Forward Purchase Agreement were previously announced by the Company in its Current Report on Form 8-K dated September 14, 2022.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated as of September 16, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 16, 2022
| FOXO TECHNOLOGIES INC. | ||
| By: | /s/ Jon Sabes | |
| Name: Jon Sabes | ||
| Title: Chief Executive Officer | ||