Delwinds Insurance Acquisition Corporation announces the effective date of the registration statement, meeting dates and updated transaction information for the proposed business combination with FOXO Technologies, Inc.

Delwinds Insurance Acquisition Corp.

Houston, TX, Sept. 09, 2022 (GLOBE NEWSWIRE) — Delwinds Insurance Acquisition Corporation (“DWIN”) (NYSE: DWIN), a publicly traded special purpose acquisition company, and FOXO Technologies, Inc. (“FOXO ), a technology company applying epigenetic science and AI to modernize the life insurance industry, announced that DWIN’s registration statement on Form S-4 (the “Registration Statement”) , relating to the previously announced proposed business combination between DWIN and FOXO (the “Business Combination”), was declared effective by the United States Securities and Exchange Commission (the “SEC”) on August 26, 2022.

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 registration statement. 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. If the proposed business combination is approved by DWIN shareholders, DWIN expects to close the business combination promptly after the special meeting, subject to satisfaction or waiver (as the case may be) of all other conditions. Closing. DWIN shareholders who wish to exercise their redemption rights must do so no later than 5:00 p.m. Eastern Time on September 12, 2022 by following the procedures specified in the definitive proxy statement/prospectus for the special meeting. , which was sent to shareholders as of August 30, 2022.

DWIN has scheduled an additional special meeting of shareholders (“Extension Meeting”) for September 14, 2022 at 10:00 a.m. Eastern Time. 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”) by which DWIN is required to realize its Initial Business Combination from September 15, 2022 to December 15, 2022 (the “Proposed Extension Amendment”). The extension is being sought to give DWIN more time to complete its initial business combination. Assuming the satisfaction (or waiver) of all closing conditions prior to that date, DWIN expects to close the business combination on September 15.e. The extension provides additional time in case it is necessary to run the close.

DWIN shareholders who have elected to redeem their DWIN public shares at the special meeting and who also wish to have those shares redeemed at the extension meeting do not need to take any further action. as such shares will automatically be subject to redemption in connection with the special extension meeting. However, DWIN shareholders who have not elected to redeem their DWIN public shares at the special meeting may elect to redeem those shares at the extension meeting.

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

Upon completion of the business combination, DWIN estimates that the combined company will have an enterprise value of approximately $297 million and the common shares will trade on the US NYSE stock exchange (or other authorized stock exchange) under the “FOXO” symbol. Upon closing of the business combination, all remaining DWIN units will separate into their components consisting of one DWIN common share and one-half warrant and, accordingly, will no longer trade together as a separate security.

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 charge, 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]

Luisa D. Fuller