Filed
by Delwinds Insurance Acquisition Corp.
pursuant
to Rule 425 under the U.S. Securities Act of 1933, as amended,
under
the Securities Exchange Act of 1934, as amended
Subject
Company: Delwinds Insurance Acquisition Corp.
Commission
File No.: 001-39783
Date:
April 15, 2022
On
April 8, 2022, Jon Sabes, the Chief Executive Officer of FOXO Technologies Inc., which is party to a previously disclosed Transaction
Agreement, dated as of February 24, 2022, with Delwinds Insurance Acquisition Corp., among other parties, spoke with David Drapkin and
Joanna Makris on a podcast interview.
The
following is an approximate transcript of a podcast interview first made available on April 8, 2022.
David
Drapkin (Boardroom Alpha) 00:02
All
right. Hey, everyone, welcome back to know who drives return. I'm David Drapkin, joined by Joanna MaKris. Today we have John Sabes, who's
the CEO of FOXO Technologies. FOXO is going public via SPAC via Delwinds Insurance Acquisition Corp, in a deal that was announced towards
the end of February. So, Jon, congrats on announcing the deal. And you know, thanks so much for taking the time to talk to us today.
Jon
Sabes (CEO, FOXO Technologies) 00:26
Thanks,
David. Happy to be here. Good to see you, Joanna, and everyone else who is listening.
David
Drapkin (Boardroom Alpha) 00:32
You
have an interesting background and awesome one, how about you give a bit of an introduction to yourself? And who's Jon?
Jon
Sabes (CEO, FOXO Technologies) 00:38
Who
is Jon? Yeah, look, Jon’s a serial entrepreneur. I'm a financial services guy at the end of the day, I think to bring some perspective
on how do we get here. You know, FOXO, is, while we're integrating molecular biotechnology to life insurance, that's a huge thing, we
will unbundle that, hopefully in this podcast, but look, Jon, I like challenges. I like opportunities. And I like to be creative. And
I think there's just I found an incredible opportunity to modernize an industry, for the benefit of the consumers who buy the products
and ultimately for the industry. And so, who's Jon, I mean, boy, we could spend multiple days on that, but I'm really happy to be here,
and I'm super happy to be working on FOXO, and talking to y'all about it.
David
Drapkin (Boardroom Alpha) 01:28
Awesome.
And just again, beginning, because we do we do love to focus on SPACs over here a little bit curious as to, you know, why is now the
right time to (a) become a public company, you know, given where Fox was in its lifecycle, and (b) were there, you know, other routes
that you you know, considered in terms of, you know, raising capital just given SPACs right now aren't exactly as hot as they were, you
know, a year ago.
Jon
Sabes (CEO, FOXO Technologies) 01:54
Yeah,
look, great question. Well, how to answer that? Is there is there ever a right time, I've been a public company CEO, we need to capitalize
and want to capitalize this company heavily. And so far, haven't been blessed with by the, you know, the gods of SoftBank or anyone else
who says, here's $200 million, Jon, go go after this big insurance. Okay, fine. You know, my belief is we can explain our story and get
it out there. And there are enough like minded people who will kind of go, “Yeah, that makes sense”. And I want to get behind
that and support it. And it might not be the institutional investors historically, who have done the SPACs, and blah, blah, blah, but
I think through, you know, your podcast, and I really am grateful for that and to get our message out there that enough people can say,
that makes sense and so I want to invest in this today. While I can, at the price, I can, because, you know, hopefully, we're going to
make that better.
David
Drapkin (Boardroom Alpha) 02:55
I've
totally seen others, you know, utilize a similar strategy to, you know, help get the story out there, and be able to tell your story.
So that's, that's, that's cool.
Joanna
Makris 03:06
So,
you're an epigenetic longevity company. (A) what the heck is that? And, (B), you know, describe how you're using technology to disrupt
the life insurance industry?
Jon
Sabes (CEO, FOXO Technologies) 03:17
Sure.
So So my background as you are trying to get out of me, I was working in and around the life insurance industry and one of the things
that we were focused on is how to predict how long people live and that would drive returns and and that drives the life insurance industry.
That's,
that's their primary thing in which they do; they underwrite to create value. And I just felt as though it was antiquated, there had
to be a better way. I mean, you could do so much, I mean, with your phone with your, with your computer. And so I just started challenging
my team, I said, There's got to be better ways to understand human mortality and or predictive.
And
so I'm not being a scientist myself. And really, you know, taking ownership of that which I ask others to do. I started reading all
the peer reviewed articles I could on genetics, telomeres and anything else that I can get my hands on, around what is longevity
science, meaning how do we help people live longer? And what signs are doing about that and the universe's is you learn what they
die from? And I became aware of it I was on the cover story of Nature magazine, Steve Horvath out of UCLA was featured as the clock
watcher and the science of epigenetics and the epigenetic clock. And by that point, I read enough to understand that this thing was
different. This thing called epigenetics was different. And that really led me on a journey to where we're really FOXO whose primary
goal is to commercialize epigenetic science for underwriting where we believe we can bring a saliva based underwriting solution to
an industry that's really struggling in that aspect of its business.
Joanna
Makris 04:59
The
insurance industry to me seems like an antiquated, you know, it's an it's an a legacy industry, I guess like what’s broken in terms
of, you know, the paradigm for underwriting life insurance and how is it going to change? Or how does it need to change?
Jon
Sabes (CEO, FOXO Technologies) 05:14
Yeah.
What's broken everything? Luck? Yes, you have it there. It's large. It's huge. It's so big. And you know, David, I'm looking through
your window, and I see huge buildings behind you in New York City. And these are the some of the largest oldest companies in the world.
And they have legacy technology, and, frankly, some legacy thinking. So really, what we've been focused on is how to make life insurance
easier to purchase, how do we alleviate the consumer underwriting journey, you know, agents sell the majority of life insurance in the
United States of America. 89% of all life insurance premiums are sold by life insurance agents, 49%, are sold by independent agents,
and again, that's where I was working in distribution of financial products. And these agents who sell the bulk of the product are struggling.
And when I came across the science of epigenetics, I was just ignorant enough to think that it actually might work for underwriting this
epigenetic clock, let alone did I know that epigenetics could determine if someone uses tobacco or not the same thing that after you
answer, you know, Are you a male or female, they ask you do you smoke or not? And then I learned that the science of epigenetics predicted
whether or not or was could measure tobacco use. And so I was just ignorant enough to think that this science could be used through saliva
to eliminate the necessity of blood and urine and make the business of selling life insurance easier for the professionals who sell the
bulk of the products.
Joanna
Makris 06:53
So
what kind of information now can we derive from saliva based testing? What are we going to learn?
Jon
Sabes (CEO, FOXO Technologies) 06:59
Yeah,
so again, this science of epigenetics is measuring gene expression. So we're all born with, you know, a genetic code, we get half a
mom and half from sad, that's it. That's our instructions for life. You might think of it as your sheet music, you know, but how you
how that, how that instrument is played in orchestrated how that's gene expression. How do you express the sheet music, and that's
the science of epigenetics. And gene expression is driven, not surprisingly, by and large, by a lot of the decisions we make along
our life, do we smoke or not? Do we exercise or not? The, you know, the example is two genetically identical twins, you know, one
smokes, one exercises, and you'll see markedly different health outcomes around that. So, it's a basic science of gene expression,
there are chemical tags called methylation that attach along this thing called the epigenome. And we measure these chemical tags to
indicate if someone smokes or not. And so we're looking at the very same things that underwriting looks at today, we're just using
an electron microscope, versus a microscope that you used in seventh grade, you know, biology. And so we're looking much deeper at
molecular biology to measure the very same things that traditional life insurance companies use today with blood in urine and
clinical, what we call clinical conventional assays.
Joanna
Makris 08:31
So
a lot of companies have claimed to kind of revolutionize the insurance industry through AI and data analytics, and we've seen a lot of
you know, high profile IPOs that have since kind of soured, so is the challenge in proving the ROI to the insurance company, I guess,
like what, what kind of what, what wrong or what, you know, what's changing and how are uniquely positioned now in this space?
Jon
Sabes (CEO, FOXO Technologies) 08:57
Yeah,
great question. Well, a lot of these companies, first of all, went out at huge valuations out of the box, right? So they did deals at
a billion dollars and told everyone, they're going to grow to 12 billion, or they went out to 3 billion. And, you know, that's, that's,
that's a much different pattern than going out at say 300 million and saying, we think we can become a billion dollar company, or 2 billion
or $12 billion company. So that's number one why I think the market has recognized like way, way, way too. The other thing is, is that
I don't want to name names, but look, I think for the most part, the thing and the things that I've seen, were kind of like marginally
interesting plays on insurance. It's just like, it just wasn't that novel. And I've been sitting here on the sidelines going wait, wait
wait wait wait. You know, we're talking about the we FOXO are talking about the life insurance industry, the biggest other mall, not
P&C, not not even a subset of P&C i.e. renter's insurance. Sorry, folks. I'm talking about traditional life insurance, the granddaddy
of them and I'm talking about reinventing or re energizing that business with molecular biotechnology. And if you think about FOXO, FOXO’s
a proposition for the investor, will molecular biotechnology properly integrated in intersecting into the life insurance industry improve
it or not, if it's going to improve it, if you think that's a possibility than we’re your bet. And what I like to say is we're
going to the heart of the industry, the very essence and the core of the industry where most everything I've seen, my view has been sort
of on the periphery, it's been digitizing and online and this and that, it's like marginal work, we're going to the absolute heart of
the engine, so to speak of saying, hey, we think there's a better value proposition for consumers and life insurance with molecular biotechnology.
And we think there's a way to solve a critical, I think the industry calls it the the the biggest pain point in the in the industry,
they call it the biggest pain point, which is the customer underwriting journey takes 52 days, on average, insurance agents lose 30%
of their sales in the process. No wonder no one wants to sell life insurance anymore. It's horrible. And I've been in front of lots and
lots of agents saying what's the problem, and they said, “This is the issue”. And what I like to say is FOXO is being built
by agents for agents, we're solving the pain points that fall on distribution on the agents that sell the bulk of the product, and these
agents are independent. And so they have freedom to choose which products they want to sell.
Joanna
Makris 11:37
So
why don't life insurance companies start either acquiring data analytics pieces and trying to do this component themselves? Just curious
as to why a gap hasn't been filled?
Jon
Sabes (CEO, FOXO Technologies) 11:50
Yeah,
well, they are. I mean, they're acquiring data analytics, and they're using AI, and they're doing all of these things. And look, it's
not a newsflash, that the direct to consumer genetic industry has has has arrived. I mean, 23andMe, you know, it's been out there for
what now 6, 7, 8 years. And, and yet, you know, I'll tell you why. I'll tell you why they've given us, FOXO, this huge, massive opportunity
is because we are touching something that's called genetics.
Now,
whether that's epigenetics or genetics, but we are touching something that people, frankly, in the industry are very much they're interested
in it, but they're afraid of it. And my position has been, this isn't something to be afraid of, this is something to embrace. And it
might not be for everyone. And there'll be plenty of carriers who will give consumers other options. But there's a whole bunch of us
that we believe that by embracing molecular biotechnology into the life insurance, we can reinvent it, we can reinvigorate it, we can
make it easier and more accessible for consumers to buy and easier for agents to sell. And so that's kind of the the big thing that I
think FOXO is up to relative to our play, and insurance and investment versus I'd say others.
Joanna
Makris 13:07
And
I mean, this is kind of simple question, but why can't I as you know, a competitor to FOXO, so go hook up with Illumina and get some,
you know, data analytics and try to do the same thing like what's the moat here?
Jon
Sabes (CEO, FOXO Technologies) 13:21
There's
a great book called Innovation Stack by Mclevy, who's co founder of square with Dorsey. Look, FOXO has got an innovation stack that is
really strong, and that creates a big moat. Look, we use Illumina’s technology. That's like saying, I use a Dell computer. I mean,
that's just an input. And we use that technology. And the point of Illumina of mentioning aluminum microarray technology is that that's
very stable. It's very affordable. And it's really this point, it's creating this opportunity. So we use off the shelf, so to speak technology
to create proprietary epigenetic biomarkers. And that is our secret sauce. That is our moat. And how do we create individually predictive
epigenetic biomarkers that can tell the insurance carrier trying to underwrite you do you smoke or not? Were you a former smoker? Or
were you a never smoker? Okay. Those are questions that the industry cannot answer at this time. And so we were really employing tech,
you know, very mature technology to create proprietary epigenetic biomarkers for the purpose and you need to do proprietary research
and studies and work to create these these biomarkers. They're not off the shelf.
Joanna
Makris 14:44
So
there's two pieces to the company story. There's the b2b and b2c so you know, there's selling saliva based underwriting as a service
and then there's becoming a life insurance company yourselves. You know, talk to us about the the two pieces and kind of where you are
on the path.
Jon
Sabes (CEO, FOXO Technologies) 15:02
Sure.
So, our goal has always been to be a b2b company, we our goal has always been to sell to the industry, both domestically and globally.
Remember that the global life insurance makes up about another two thirds of the life insurance market. And all of those products are
mortality based products. So our goal has been to be a b2b, a company selling underwriting services technology based upon epigenetic
biomarkers. How do you get there? How do you do that? And so to do that, you know, we've been at it for a while, we've taken a lot of
meetings with a lot of insurance companies. And finally, I was just fed up yet, I'm like, I'm done. I can't take this anymore. My life
is too short, I'm too excited about the opportunity. And in many ways, I want to build my Tesla, I want to show the industry what an
electric car really looks like. Because the best case scenario is I'm going to end up with a volt over there. And so I'm building a Tesla.
FOXO Life is a Tesla, we're going to show an electric car really looks like and we think that once people drive an agent's test drive
the electric car, they're going to want the rest of the industry are going to want our battery technology. And so again, that's been
our goal. So we're working our way backwards, we bought a little shell company, we're going to build our little Tesla, where it'll actually
allows us to build our operational capabilities to service General Motors to stay on the analogy. So we have to build all of this infrastructure
to service to be this b2b service. So it's actually enabled us to get the machine built and running, we think we're going to quickly
expand that into what's called a managing general agency relationship. So we don't really think our proprietary insurance company is
going to be a big thing. I've never had any interest or desire to build a 50 state primary carrier. There are plenty of folks who do
that real well. So what we want to do is partner with them, and sell those products, FOXOlize those products and work with agents directly.
And again, that's where I had experience and I've done this before, where we work with agents to talk about healthy longevity, this is
a new reason to buy life insurance, life insurance designed to keep you alive. We've trademarked it. We're molecular health and wellness.
And that's part of our consumer engagement platform, not only underwriting, but also consumer engagement, where we can build this into
a product, show agents how to talk about healthy longevity, not just you know, investing and mortality protection, but the product itself
can add more value to the consumers you're trying to serve, and get this whole machine going so that the industry start to go, Oh, those
are pretty cool electric cars, a lot of people want electric cars, maybe we should do electric cars. Well, the easiest way to do that
build your own electric car is to call us, we'll be here, we're open for business. And we will sell you, you got your chassis. It's a
chassis, it's a UL, it's a whole life. It's a term chassis and we will we will equip your chassis with electrification, which is molecular
health and wellness and underwriting technology that will reinvent and reinvigorate your own products.
Joanna
Makris 18:17
So
you're going to hopefully come out and be a public company knock on wood, you're going to have some capital, what are you going to do?
And kind of, you know, kind of where do you see the growth trajectory and where you're going to put your muscle over the next 12 months?
Jon
Sabes (CEO, FOXO Technologies) 18:29
Yeah,
we're going to be we're going to become a public company in this summer. So stay tuned, we're gonna, we're closing. And we're putting
our muscle right now into really building out, we're finishing out all of our build outs that are well underway. preparing to launch
our Tesla or voxel life. Little product, and we're building distribution. So right now we're focused on this, this idea of distribution
and agents. And so we're getting back out into the field talking with the major life insurance distribution points of the industry, where
we know that these products or services that we're creating fit their needs. And then we're talking to our MGA partners, as well, because
this announcement has created suddenly this momentum that says, Oh, my God, this thing's gonna happen. What what does this mean? You
know, they can't stop us anymore. And so this gets really exciting. And so we want to build on that momentum and get into the market
and get this thing that we've dreamed up into the hands of the agents and consumers and we think the rest will be history.
David
Drapkin (Boardroom Alpha) 19:38
On
that and the excitement and the closing, do you think that you're going to do any incremental financing ahead of the closing? I mean,
just call what it is that the way this back market again has been has been operating is you can't stand to assume that you're going to
receive you know, the full trust that of this SPAC to you emerging with. So, do you feel comfortable with that about the company's capitalization?
You know, going into the into the closing process later this year?
Jon
Sabes (CEO, FOXO Technologies) 20:06
Great
question, David. It certainly is a, it's a new day, so to speak. And in working with SPACS, I think the good news is, is that I, you
know, again, my background, I have a law degree from Universe Minnesota. I've been working in finance, my whole career started at Jefferies
& Company in New York. And so, yeah, I think, you know, look, I'm open minded, and I'm gonna stay open minded. And I think that you
have to use SPACs, really, as you know, reverse merging into a clean New York Stock Exchange shell. We put zero capital requirements
on the closing of this transaction, so we're gonna close. And we raised 22 and a half million dollars as part of the announcement, we
got a facility $40 million equity facility provided by Cantor as part of the close. And I think, yeah, we'll probably do some financing
as we move through the close and that will then lead to the continued growth and momentum that I'm talking about. So this announcement
has created suddenly, this moment where the industry they've been hearing from me for a while, yeah, but suddenly, like, oh, wow, this
is happening. And so the rest of the world can start to now pay attention and hopefully get on board with us as we go get towards that
close.
David
Drapkin (Boardroom Alpha) 21:25
And
you mentioned earlier, but in speaking to several companies who are going public for, they don't have public company CEO experience
as you do, right, so you've been in the seat, you've dealt with, you know, you know, public investors, what lessons are you going to
bring from, from your previous experience, you know, into this, you know, seemingly much different one, right now?
Jon
Sabes (CEO, FOXO Technologies) 21:49
Well,
I just, I always want to grow as a professional, you know, and I always want to take the lessons and experience that I've gained and
apply it. So, how are you going to do it differently? I, you know, I'm going to keep being as radically transparent and open and honest
and available as I can, and, and work as diligently as I can to to create, you know, the business. I can see, I've grown as a professional,
I mean, I love my teams I've worked with in the past, but I'll tell you that the team I am working with, and it almost goes back to some
of the questions, Joanne, that you're paying this team I've assembled, which is multidisciplinary, is incredible. So I can see the benefit
of me growing as a professional, this team that's behind me is really building out this company in ways in which I, frankly, I could
have never imagined, which frees me up to be a better CEO, ultimately, to do the things that I should do as a CEO.
David
Drapkin (Boardroom Alpha) 22:51
And
then I guess, you know, on a personal level, any any Iron Man's in your future?
Jon
Sabes (CEO, FOXO Technologies) 23:00
You
know, ultra distance sports teaches you can teach you a lot as a CEO and as an entrepreneur. You don't necessarily know how you're going
to get there, but some some way you figure out a way to get there. And that's that's an all in any ultra event, Iron Man's or otherwise,
I'm going to do the snowman race in Bhutan, which is an ultra-run event this fall. So that would be that would be the thing on my you
know, finally getting back to some Ultra. By the way you make David you'll appreciate this I call FOXO so this is my Everest, I'm never
gonna climb Mount Everest, you know, I don't have but this is my Everest, you know, and I love it. I love the challenge of climbing this,
this mountain is dangerous. There's there's a lot of uncertainty on what how it unfolds. But boy, it's it's really exciting. It's big.
It's a challenging opportunity, and it's going to be exciting to get to that summit.
David
Drapkin (Boardroom Alpha) 24:02
If
you're running super marathons in the snow, something tells me you can join the right group and summit Everest.
Joanna
Makris 24:16
I'm
just curious, because you have gathered so much information. I mean, what are some of the biggest revelations that you've you know, learned
from just the personal health and longevity perspective? I feel like you'd have a lot of insights on how we should live our lives better.
Jon
Sabes (CEO, FOXO Technologies) 24:32
Yeah,
you know, I tell you, I learned learning that genetics isn't you know, even every day it kind of I look a little bit more and sound a
little bit more like my father. But knowing about epigenetics in gene expression, recognizing some of the things I learned in seventh
grade biology, you know, that that same copy of the DNA that I received from mom and dad, in every I think we're about 20 trillion cells
right now, in every single cell. In fact, if you strung that DNA together, you go to the moon, you know, the Earth and Moon back, many,
many, many times, learning just how we as humans are, and the biology and how it all works has just been such a great and rewarding opportunity
to relearn as an adult. And so I think just being aware that we have the choices we make have meaningful impact in our in our own longevity,
whether that's just better sleep, eating right, and exercising gives you more power and incentive to do those things. At the same time.
companies like Altos Labs, there's a number of longevity science based companies, we're living in the biological century, this was, you
know, Steve Jobs, and Craig Venter, they all talked about this genomic revolution that's happening. What's really interesting about that,
and why it's happening now is because we needed the maturation of machine learning. So it's really now it's the combination of machine
learning with this high sequencing, platform technology that is really leading to an era of precision based diagnostics and therapeutics.
And being aware of that, and being on the front of that is really exciting. Even a lot of those companies are beat up. And that's all
we're not supposed to talk about that, I will guarantee you that coming out of COVID, where all this stuff's been sidelines for two years,
because that whole industry was trying to solve for COVID. Now that those labs are finally done dealing with COVID, for the most part,
knock on wood, praying, you know, and can go back to solving for healthy longevity, trust me, we're going to be seeing a lot of new things
in the marketplace that are really going to help you live better, healthier lives. And and we think life insurance is the absolute right
place to do that. Because who's more motivated for you to stay alive, healthier and longer; the life insurance company. So it's a perfect
alignment of interest. And look, that's a benefit of my insurance policy. I'm in like, I want to buy it.
David
Drapkin (Boardroom Alpha) 27:14
Any
other questions for John?
Joanna
Makris 27:18
No,
it's exciting. We await your public debut and we'll stay posted on what you're up to.
Jon
Sabes (CEO, FOXO Technologies) 27:23
I'm
always available. So whenever you want to talk, please. Lovely conversation. Thank you.
David
Drapkin (Boardroom Alpha) 27:28
Awesome,
John. Thanks again. Super interesting and echo Joanna excited to follow the progress here. So really, thanks again.
Jon
Sabes (CEO, FOXO Technologies) 27:36
Thanks,
David. Thanks, Joanna. Take care.
IMPORTANT
LEGAL INFORMATION
Additional
Information and Where to Find It
Delwinds
and FOXO will file relevant materials with the Securities and Exchange Commission (the “SEC”), including a Form S-4 (the
“Registration Statement”) to be filed by Delwinds, which will include a prospectus with respect to Delwinds’ securities
to be issued in connection with the business combination (the “Transaction”), and a proxy statement of Delwinds (the “Proxy
Statement”), to be used at the meeting of Delwinds’ stockholders to approve the Transaction and related matters. INVESTORS
AND SECURITY HOLDERS OF DELWINDS ARE URGED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT
WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT FOXO, DELWINDS AND THE BUSINESS COMBINATION. When available, the Proxy Statement contained in the Registration Statement and other
relevant materials for the Transaction will be mailed to stockholders of Delwinds as of a record date to be established for voting on
the proposed business combination. Investors and security holders will also be able to obtain copies of the Registration Statement, including
the Proxy Statement contained therein, and other documents containing important information about each of the companies once such documents
are filed with the SEC, without charge, at the SEC's web site at www.sec.gov.
Forward-Looking
Statements
This
communication contains certain forward-looking statements for purposes of the “safe harbor” provisions under the United States
Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained in this communication,
including statements as to future results of operations and financial position, planned products and services, business strategy and
plans, objectives of management for future operations of FOXO, market size and growth opportunities, competitive position and technological
and market trends, are forward-looking statements. Such forward-looking statements include, but not limited to, expectations, hopes,
beliefs, intentions, plans, prospects, financial results or strategies regarding FOXO and the proposed Transaction and the future held
by the respective management teams of Delwinds or FOXO, the anticipated benefits and the anticipated timing of the proposed Transaction,
future financial condition and performance of FOXO and expected financial impacts of and proceeds from the proposed Transaction, the
satisfaction of closing conditions to the proposed Transaction, the level of redemptions by Delwinds’ public stockholders and the
products and markets and expected future performance and market opportunities of FOXO. These forward-looking statements generally are
identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,”
“future,” “intend,” “strategy,” “may,” “might,” “strategy,” “opportunity,”
“plan,” project,” “possible,” “potential,” “project,” “predict,” “scales,”
“representative of,” “valuation,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does
not mean that a statement is not forward-looking.. Forward-looking statements are predictions, projections and other statements about
future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors
could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited
to: (i) the risk that the proposed Transaction may not be completed in a timely manner or at all, which may adversely affect the price
of Delwinds’ securities, (ii) the risk that the proposed Transaction may not be completed by Delwinds’ business combination
deadline and the potential failure to obtain an extension of the business combination deadline if sought by Delwinds, (iii) the failure
to satisfy the conditions to the consummation of the proposed Transaction, including the approval of the definitive agreement related
to the business combination (the “Merger Agreement”) between Delwinds and FOXO by the stockholders of Delwinds and FOXO,
(iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (v) the
effect of the announcement or pendency of the proposed Transaction on FOXO’s business relationships, operating results, and business
generally, (vi) risks that the proposed Transaction disrupts current plans and operations of FOXO, (vii) the outcome of any legal proceedings
that may be instituted against FOXO or against Delwinds related to the Merger Agreement or the proposed Transaction, (viii) the ability
to maintain the listing of Delwinds’ securities on a national securities exchange, (ix) changes in the competitive and highly regulated
industries in which FOXO operates, variations in operating performance across competitors, changes in laws and regulations affecting
FOXO’s business, and changes in the combined capital structure, (xi) the ability to implement business plans, forecasts, and other
expectations after the completion of the proposed Transaction, and identify and realize additional opportunities, (xii) potential inability
of FOXO to establish the managing general agency, insurance carrier or other relationships required to advance its goals or to achieve
its commercialization and development plans, (xiii) the enforceability of FOXO’s intellectual property, including its patents and
the potential infringement on the intellectual property rights of others and (xiii) the risk of downturns and a changing regulatory landscape
in the highly competitive biotechnology industry or in the markets or industries in which FOXO’s prospective customers operate,
including the highly regulated insurance industry. The foregoing list of factors is not exhaustive. Readers should carefully consider
the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of Delwinds’ final
initial public offering prospectus dated December 11, 2020. Delwinds’ Annual Report on Form 10-K for the year ended December 31,
2021, as filed with the SEC on March 7, 2022 and risks and uncertainties indicated in the Registration Statement filed with the SEC on
April 8, 2022, including those set forth under “Risk Factors” therein, and other documents filed or to be filed by Delwinds
from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of
the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and FOXO and Delwinds assume no
obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events,
or otherwise. Neither FOXO nor Delwinds gives any assurance that either FOXO or Delwinds, or the combined company, will achieve its expectations.
Participants
in the 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 Transaction. Delwinds stockholders and other interested persons may obtain, without
charge, more detailed information regarding directors and officers of Delwinds in 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
when they become available. These documents can be obtained free of charge from the sources indicated above.
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 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.
11
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