Form 425 Delwinds Insurance Acqui Filed by: Delwinds Insurance Acquisition Corp. – StreetInsider.com
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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 4, 2022
On April 4, 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 Seth Greene on a podcast interview.
The following is an approximate transcript of a podcast interview
first made available on April 4, 2022.
The Registered Investment Advisor Podcast
C O R P O R A T E P A R T I C I P A N T S
Seth Greene, Financial Services Marketing
Expert, The Registered Investment Advisor Podcast
Jon Sabes, Founder and Chief Executive
Officer, FOXO Technologies Inc.
P R E S E N T A T I O N
Seth Greene
Welcome to the podcast. This is your host Seth
Green. Today, I’ve got the good fortune to be joined by Jon Sabes of FOXO and FOXO Technologies.
John, thanks so much for joining us.
Jon Sabes
Thanks, Seth. Glad to be here.
Seth Greene
You are up to some super-super-interesting, cutting-edge
stuff. Tell everybody a little bit about what FOXO is.
Jon Sabes
Well, I’m glad you think so. We are basically
infusing molecular biotechnology into the life insurance industry, and we think that’s pretty darn frickin’ cool.
Seth Greene
Yes, absolutely. So, first of all, for us laypeople,
what is molecular biotechnology?
Jon Sabes
Yeah, molecular biotechnology is everything you
need to know and everything you don’t know. Probably, the last thing most of remember was seventh grade biology, this thing called
genomics, but there’s been a little thing called the genomic revolution going on. It’s really allowing us to look much deeper
into our biology functions and how we understand how it all works. That’s it in a nutshell. Crisper—I mean, there’s
all sorts of things going on, so, yeah.
Seth Greene
Okay. So, what does FOXO do, let’s say,
on a daily basis, and how are you applying it to the insurance industry?
Jon Sabes
Yeah, well, that’s a mouthful, but at a
high level, at a super-high level, I became aware of some science, a particular field of molecular biotechnology, which is called epigenetics,
which is distinguished from genetics. Epigenetics—namely, the epigenetic clock—is a scientific discovery around how we age,
and when you apply for life insurance, the first question is how old are you, right, that’s the biggest determinant in your rate,
in your class. So, that particular field of science was something I became aware of. Basically, I was ignorant enough to think that it
could be used for underwriting, and it turns out I think I’m right, but not exactly how I thought initially.
So, at a very high level, what we are doing is
we’re commercializing epigenetic science to create a saliva-based underwriting protocol that will eliminate or mitigate the need
for medical underwriting or blood and urine specimens. So, that’s really the big pain point we’re seeking to address.
Seth Greene
All right. Obviously, that would be a huge impact,
given how many life insurance applications there are every year, how many require a visiting nurse to go out or them to go to a facility
and get blood and urine samples, and people who don’t want to do that. So, the saliva-based testing would be then—is that
you mail me a tube, I spit in it and send it back?
Jon Sabes
Yeah, I mean, that’s certainly one iteration
of it. Folks have talked about, yeah, this could allow, effectively, medically underwritten product to be sold via the mail, and so that
would be a big deal, But, you know, look, at the end of the day, we’re really about distribution. I like to say FOXO is being built
by agents for agents. I’ve been in front of enough agents to understand the pain point, to where I would say, “Well, what
is the big pain point?” and they’re like, “Underwriting! It’s horrible.” If I could solve that for agents,
I was like, “Okay, I really have a business opportunity here,” and then I discovered that the science of epigenetics really
can do a better job of predicting, say, a tobacco user than traditional cotinine, and so there you go. So, that was sort of the—that’s
been the journey that we’ve been on.
Seth Greene
Okay. So, then, if you are—if you’ve
got a better mousetrap, so to speak—obviously, there’s other applications just besides insurance underwriting, but let’s
stick to that one. So, then, I as an advisor, I as an agent, I can’t necessarily—and I don’t know, maybe I’m wrong,
but I can’t go to the carrier and say, “Don’t require the blood and urine test. I got this saliva test from FOXO, it’s
better,” and they’ll say, “Who the heck are you?” So, I would assume, is your first customer, then, like the carriers
and convincing them that this is better?
Jon Sabes
Yeah. So, that’s what we’ve been up
to for quite a while, is talking to the carriers about this opportunity to use this technology for their underwriting. We’ve been
in discussions with primary carriers and reinsurers for several years now, and we just announced a transaction. FOXO Technologies is going
public, it’s going to be listed on the New York Stock Exchange later this summer.
Seth Greene
Congratulations.
Jon Sabes
See FOXO Technologies, the Investor page, for
the press release and investor deck, and it’s really, really exciting. So, with the announcement of this transaction, it’s
changed those conversations materially. This is happening. So, the question really now is for carriers, “Do you want have a courtside
seat to the future of your industry, or are you going to be, you know, not even in the stadium?” because this going to happen. It’s
not—and I’ve been talking to carriers. The question is will advanced technologies, like the one I’m describing, serve
to improve the life insurance industry, and I’ve just been saying, “Absolutely, 100%.” There are those who say, “No,
no, no, no, no,” and I’m like, “Okay, well, you can have that part of the world. The rest of us are going to be over
here in the future part of the world and, you know, we’ll—we can co-exist, it’s all good.”
I’ll make one other comment, which is the
same-based technology can do a lot to improve healthy longevity, and that’s another big thing that we’re about. See, we think
the life insurance product can have a new consumer value proposition, which is we trademark this life insurance designed to keep you alive.
So, that same-based technology platform can really add to the healthy longevity of the consumer, which is really great for the life insurance
company. So, like, all of us, really, collectively, should win properly done, ethically, transparently, and everything else correct, yeah.
Seth Greene
Okay. So, absolutely fascinating. So, I get, as
a consumer, I have a better customer service experience, because I don’t need to do blood and urine, I can get swabbed on my tongue,
or however it works, send it off through the mail and I get my results, and then the underwriting is easier. Now, here is my question,
about the technology itself. Does it give you more data than, say, a blood and urine test would?
Jon Sabes
Yeah, well, so here’s the newsflash for
everyone listening. Blood and urine has the same information as saliva. The question is are you looking at the data? So, look, what I
like to say is we’re looking at the very same underwriting factors and impairments the life insurance industry does today using
what we call traditional clinical assays, but instead of using that microscope that you, you know, looked at in seventh grade biology,
we’re using an electron microscope, and we’re looking at different—so we’re looking much, much smaller for the
very same things, do you smoke, do you drink, are you cardiovascular fit, you know, what’s your regular—so all of those same
factors. There’s really nothing, from an underwriting perspective, that we’re proposing to do differently.
Seth Greene
Okay. So, it’s a better experience for the
consumer. Now, you talked about life insurance that keeps you alive. Are you detecting things sooner than would get detected in blood
and urine? How does it—how does your—I get that the swab—that the saliva-based test is more pleasant for me as a consumer.
How does it improve my longevity, and then how does it benefit the life insurance company, other than the fact that they don’t have
to require a blood and urine test and it’s faster?
Jon Sabes
Sure. First, the one thing we’re going to
measure—and folks are going to see this very soon in FOXO Life. So, we bought our own insurance carrier. Because we so tired of
talking to carriers to no avail, so we bought our own little carrier and we’re about to commercialize, again, with the closing of
this transaction, the FOXO Life Insurance Company, and so we’re ready to go with some amazing digital term products that will include
the FOXO Longevity Report, and inside that report, what we are focused on, from a core consumer experience, is biological aging—that’s
measured with the epigenetic clock discovered at UCLA by Dr. Steve Horvath—and your measure of biological aging is an insight to
how you’re doing relative to your overall mortality profile. So, that’s a really interesting new measure.
Then, the other part of it, and what our mission
is, is making people aware of how their decisions impact their own health and wellness. I think the first thing we think about is, you
know, you can’t unknow anything and once you learn that you have more control over your own mortality, that leads to better—hopefully
better—or more responsible decision-making.
Seth Greene
Or at least you can’t claim that you’re
ignorant anymore and you didn’t know that cigarettes were going to kill you.
Jon Sabes
Exactly. So, that’s one piece of it. The
other piece is that we expect, as well, that the FOXO Longevity Report will have proprietary measures of epigenetic wellness; for example,
we call it an Indulgence Score, so how much has your potential tobacco or other usage of things, alcohol, or otherwise, impacting that
biological aging score. So, that will be in there, as well, and a few other really interesting measures.
Over time, that content will expand, not only
our own content, but others, other folks that are—and I’ll give you the personal example for myself. Now, this is genetics,
this is a different science, but genetics. Look, we’ve got genetic risk screening for risk of disease, we’ve had that available
for a long time, and my own personal example of that is I found out I’ve got what’s called MSH6—that’s a genetic
mutation for what’s called Lynch Syndrome—and an increased risk of colon cancer, okay? So, how did I find that out? Well,
my brother was diagnosed with colon cancer when he was 46, four years before what, we did our traditional colonoscopy. Well, I mean, for
crying out loud. I mean, if you have Lynch Syndrome, if you have MSH6, you need to get your first colonoscopy at age 30, you know, maybe
even a little younger, not at age 50. So, this is just one—another example of how we can, by bringing molecular health and wellness
inside of life insurance, to keep people alive longer and healthier. Just simply by screening the risk of colon cancer, you get that colonoscopy
really early. That’s a win.
Seth Greene
That is incredible, because if I think back to
the number of times I’ve bought life insurance so far in my career as a producer, bought it for myself, kept buying policies, never
once did I get any report back, and if I did, if they sent my, like, a blood test result, I wouldn’t know how to read it. I’d
have to make an appointment, take it to my doctor and hope he knew what he was talking about when he got to the point. So, I love that,
at the very least, the consumer is getting that Longevity Report and that analysis. Are you going to sell that analysis separate from
with a life insurance application? Like, can just go buy it, having nothing to do with life insurance, or do I have to apply for insurance
to get it right now?
Jon Sabes
You’ve got to come and get the life insurance.
Seth Greene
If I was buying it for me, anyway.
Jon Sabes
Yep, I’ve been unwilling to unbundle that.
I mean, you know, again, our business use case is really for this industry, to modernize it with, again, modern molecular biotechnology
and progressive thinking, you know, in terms of what it can and should do for the consumer, and then, again, how do—for the agents,
do we evolve that conversation, not just from financial protection in case of mortality and/or investments, but how do we impact healthy
longevity to your family. Your legacy is created while you’re alive. So, if we can get agents now—and that’s a big part
of what we intend to do, is get that conversation to evolve and move forward as a new value proposition of the product, the agent, the
role of the entire industry as a social good, and that’s what we’re jacked about.
Seth Greene
I was going to say, that is a beautiful thing,
so put me down as a life insurance customer, put me down as someone interested in buying shares, although you’re not making an investment
pitch to our audience, obviously, all disclaimers aside, and we’ve got to have a separate conversation about how we get your message
to our financial advisors. Your passion is obvious. What do you like best about what you’re doing?
Jon Sabes
Oh, man, I just love everything that I’m
doing. Yeah, I’m growing. I mean, it’s either you’re—what do they say? You’re either growing or you’re
not. So, I’ve been growing intellectually. I’m not a PhD, so I’ve learned this, but it’s so fun. I like to say
this is my Everest. I’ve got a big challenge ahead, but I’ve got an amazing team behind me, and it’s just so damn exciting,
because it’s just—I just know it’s going to happen.
Seth Greene
And you will, literally, save lives.
Jon Sabes
Yeah.
Seth Greene
There’s, obviously, a lot of hard core,
cutting-edge science behind this. Talk a little bit about the inspiration for it? How did it get started?
Jon Sabes
Yeah. I’m a financial services entrepreneur.
I found myself on what I call the Island of Lost Life Insurance, it’s the secondary market of life insurance, and in that industry,
they care a lot about predicting how long people live.
Seth Greene
Yep.
Jon Sabes
So, I got real frustrated with how they were doing
that and I said, “Well, there’s got to be a better way,” and that journey led me to Dr. Steve Horvath’s lab at
UCLA, with his epigenetic clock, and I said, “Let me understand this right. Do people’s epigenetic clock who are aging faster
die sooner?” and he’s like, “Yeah, 100%,” and I’m like, “Okay, well, have you ever heard of the thing
called the life insurance industry?” “No, what’s that?” I’m like, “Oh. Well, it’s this little
business that builds products around how long people—frankly, how long they’re going to live,” and he’s like,
“Oh, that’s a really great idea.” I’m like, “Oh, okay, well great,” and I said—and Steve Horvath
just joined Altos Labs. That’s the Bezos-funded longevity—there’s a whole bunch of stuff. Tony Robbins and Pierre Diamandis
just came out with a new book.
Seth Greene
Yep.
Jon Sabes
Longevity is the thing, right? I mean, we live
in this thing called the biological century right now, and that is this maturation of DNA sequencing technology at a really low cost,
coupled with AI and machine learning tools. That’s the thing the thing that’s making all of this real. I know that firsthand,
because I saw us able to acquire these machine learning tools and all of a sudden, like, our business just went boop, like, we had it.
We were like, “Oh my God! Those are the epigenetic biomarkers.” I don’t know where I was going with that, but, anyways.
Seth Greene
That’s okay, I love the references. Yeah,
Tony sent me his book two days ago and I just started diving in and couldn’t put it down.
Jon Sabes
Lifespan, David Sinclair’s book,
highly recommend that one, it’s a great book. He’s all about epigenetics and biological aging.
Sorry, Horvath, the last thing with Horvath was,
I go, “So, Steve, you’re trying to keep people alive longer, right, longevity?” and he was like, “Yeah, yeah,
yeah, yeah.” I go, “Well, the inverse is that you learn what people die from?” He’s like, “Yes.” I’m
like, “So, things like tobacco?” He goes, “Oh, yeah. I could tell you how much someone smoked, when they smoked last,”
blah, blah, blah, blah. I’m like, “Well, that’s interesting, because after male/female, the next question is “Do
you smoke or not?” Now, I figure the industry’s got this one nailed, right, because they have to, you’d think, right,
but cotinine actually is a pretty crap test if you haven’t smoked in the last day-and-a-half. So, shazam, there you go.
Seth Greene
Wow! So, does that hypothetically mean on the
insurance rates, does that mean if my biological age is significantly lower than my epigenetic age, my insurance premium should be cheaper
than if, let’s say, I’m 46, but my age says I’m 66, because I’m not taking good care of myself and abusing my
body?
Jon Sabes
You got it. So, your chronological age, you’re
chronologically 50 and you’re biologically 60, yeah, there’s probably something going on there that is indicative of, I’ll
call it, accelerated biological aging, which is another word towards closer to all-cause mortality. Vice versa, chronologically 50 and
biologically 30, as measured by this clock, yeah, you probably should get a discount.
Seth Greene
That’s awesome. I think what you’re
doing is incredible, I’d love to be a part of it. For our folks watching and listening and want to learn more, where is the best
place for us to send them?
Jon Sabes
Foxotechnologies.com, Seth, and I really appreciate
your interest and enthusiasm. We need support. It’s a big challenge, and so the more of us who understand this and know this and
get behind us and support us, the faster it’s all going to happen. So, thank you.
Seth Greene
Awesome. This has been Seth Greene with Jon Sabes
of Foxotechnologies.com. Jon, thanks so much for joining us.
Jon Sabes
Thanks, Seth, appreciate it, any time.
Seth Greene
Thanks, everybody for watching or listening. We
will talk to you or see you next time.
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, 2021 and risks and uncertainties indicated
in the Registration Statement, when it is filed with the SEC, 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.
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