Delwinds Insurance Acquisition Corp. Announces Anticipated Forward Purchase And Revised Backstop Agreements

Houston, TX, Sept. 12, 2022 (GLOBE NEWSWIRE) -- Delwinds Insurance Acquisition Corp. ("DWIN" or the "Company") (NYSE:DWIN), a publicly traded special purpose acquisition company, announced today that DWIN anticipates entering into an arrangement whereby an institutional investor and its affiliates (collectively, the "Investor") (i) would commit to own, as of the date (the "Business Combination Closing") of consummation of Delwinds' previously announced business combination with FOXO Technologies Inc. (the "Business Combination" and "FOXO"), a certain number of shares of Delwinds 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 "Investor Shares"). The Investor Shares would be subject to an agreement between the Company and the Investor in effect for a period of up to fifteen (15) months after the Business Combination Closing. Pursuant to such arrangement, the Investor would have the right to sell the Investor Shares in the open market and, at the end of the term of the Investor 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 Investor Shares held by the Investor as of date at a price equal to the redemption price per Public Share at the Business Combination Closing (the "Redemption Price"). Upon entering into such Investor arrangement, Delwinds anticipates an amendment to the previously-disclosed Backstop Subscription Agreements between Delwinds and each of Delwinds' Chairman and Chief Executive Officer and an affiliate of certain of Delwinds' officers and directors (together, the "Backstop Investors") to reflect that a forward purchase agreement is among the arrangements intended to reduce the Backstop Investors' obligations under the Backstop Subscription Agreements, as a result of which, upon the expected non-redemption of Public Shares in connection with the anticipated Investor arrangement, the Backstop Investors would be not be obligated, and are not expected to, subscribe for Delwinds shares in connection with the Business Combination Closing.