Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on February
24, 2022, Delwinds Insurance Acquisition Corp., a Delaware corporation (“Delwinds”), entered into an Agreement
and Plan of Merger (as may be amended or supplemented from time to time, the “Merger Agreement”), by and among
Delwinds, FOXO Technologies Inc., a Delaware corporation (the “Company” or “FOXO”),
DWIN Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Delwinds (“Merger
Sub”) and DIAC Sponsor LLC, a Delaware limited liability company and Delwinds’ sponsor (the “Sponsor”),
in its capacity as the representative of the stockholders of Delwinds (other than FOXO’s security holders) (the “Purchaser
Representative”) from and after the closing (the “Closing”)
of the transactions contemplated by the Merger Agreement (collectively, the “Transaction” or the “Business
Combination”), pursuant to which Merger Sub will merge with and into FOXO, with FOXO as the surviving company in
the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of Delwinds.
On April 26, 2022, Delwinds, FOXO
and the Purchaser Representative entered into an amendment (the “Amendment”) to the Merger Agreement(the Merger
Agreement, together with the Amendment, the “Amended Merger Agreement”).
The Amendment amends the definition
of “2022 Bridge Financing End Date” in the Merger Agreement, to provide an extension to the end date of the
2022 Bridge Financing by extending the end date to the “Outside Date,” as defined in the Merger Agreement.
The “Outside Date”
is defined in the Section 7.1(a) of the Merger Agreement and is originally established as the five (5) month anniversary of the date of
the Merger Agreement, or July 24, 2022, subject to extensions under the terms and conditions set forth in the Merger Agreement.
Other than as expressly modified
pursuant to the Amendment, the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by
Delwinds with the Securities and Exchange Commission on March 2, 2022, remains in full force and effect as originally executed on February
24, 2022. The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety
by the full text of the Amendment attached hereto as Exhibit 2.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Additional Information and Where to Find It
Delwinds and FOXO have filed relevant materials with
the Securities and Exchange Commission (the “SEC”), including a Form S-4 (the “Registration Statement”)
that has been filed by Delwinds on April 8, 2022, which includes a prospectus with respect to Delwinds’ securities to be issued
in connection with the Transaction, and a proxy statement of Delwinds (the “Proxy Statement”), to be used at
the meeting of Delwinds’ stockholders to approve the proposed merger and related matters and a consent solicitation with respect
to the solicitation of the consent of FOXO stockholders in connection with the Merger Agreement. INVESTORS AND SECURITY HOLDERS OF DELWINDS
ARE URGED TO READ THE REGISTRATION STATEMENT, ANY AMENDMENTS THERETO AND OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR 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. 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 report contains, and certain oral statements
made by representatives of Delwinds and the Company and their respective affiliates, from time to time may contain, “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Delwinds’ and the Company’s actual results may differ from their expectations, estimates and projections and consequently,
you should not rely on these forward-looking statements as predictions of future events. Words such as “anticipate,” “believe,”
“budget,” “continues,” “could,” “expect,” “estimate,” “forecast,”
“future,” “intend,” “may,” “might,” “strategy,” “opportunity,”
“plan,” “possible,” “potential,” “project,” “will,” “should,”
“predicts,” “scales,” “representative of,” “valuation,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, Delwinds’ and the Company’s
expectations with respect to future performance of the Company, anticipated financial impacts of the Transaction (including future revenue,
pro forma enterprise value and cash balance), the anticipated addressable market for the Company, the satisfaction of the closing conditions
to the Transaction, the future held by the respective management teams of Delwinds or the Company, the pre-money valuation of the Company
(which is subject to certain inputs that may change prior to the Closing of the Transaction and is subject to adjustment after the Closing
of the Transaction), the level of redemptions of Delwinds’ public stockholders and the timing of the Closing of the Transaction.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from
expected results. Most of these factors are outside the control of Delwinds and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the
termination of the Merger Agreement; (2) a default by one or more of the investors in the financing agreements on its commitment relating
to the Transaction, and Delwinds’ failure to find replacement financing; (3) the inability to consummate the Transaction in a timely
manner or at all, including due to failure to obtain approval of the stockholders of Delwinds or other conditions to the Closing in the
Merger Agreement, which may adversely affect the price of Delwinds’ securities; (4) delays in obtaining or the inability to obtain
any necessary regulatory approvals required to complete the Transaction; (5) the risk that the 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;
(6) the ability to maintain the listing of Delwinds’ securities on a national securities exchange; (7) the inability to obtain or
maintain the listing of the combined company’s securities on the New York Stock Exchange following the Transaction; (8) the risk
that the Transaction disrupts current plans and operations as a result of the announcement and consummation of the Transaction; (9) the
ability to recognize the anticipated benefits of the Transaction and to achieve its commercialization and development plans, and identify
and realize additional opportunities, which may be affected by, among other things, competition, the ability of the Company to grow and
manage growth economically and hire and retain key employees; (10) costs related to the Transaction; (11) changes in applicable laws or
regulations, and the Company’s ability to comply with such laws and regulations; (12) the effect of the COVID-19 pandemic on Delwinds
or the Company and their ability to consummate the Transaction; (13) the outcome of any legal proceedings that may be instituted against
the Company or against Delwinds related to the Merger Agreement or the Transaction; (14) the enforceability of the Company’s intellectual
property, including its patents and the potential infringement on the intellectual property rights of others; (15) the risk of downturns
in the highly competitive industry in which the Company operates; (16) the possibility that Delwinds or the Company may be adversely affected
by other economic, business, and/or competitive factors; and (17) other risks and uncertainties identified in the Registration Statement
/Proxy Statement relating to the Transaction, including those under “Risk Factors” therein, and in other filings with the
SEC made by Delwinds or the Company. Delwinds and the Company caution that the foregoing list of factors is not exclusive, and caution
readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Readers are referred to
the most recent reports filed with the SEC by Delwinds. None of Delwinds or the Company undertakes or accepts any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change
in events, conditions or circumstances on which any such statement is based, subject to applicable law.
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 Delwinds’ final prospectus filed with the SEC on December 10, 2020, the Registration Statement/
Proxy Statement and other relevant materials filed with the SEC in connection with the proposed Business Combination. 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 the 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.