Delwinds Insurance (NYSE:DWIN) announced in an 8-K this morning that its shareholders approved its combination with insurtech firm FOXO at a special meeting September 14.
The SPAC had already tipped on Tuesday that 99.5% of its shares were redeemed in connection with the vote. But, this will not interfere with its deal’s closing as the transaction includes $22.5 million in convertible debt, a $40 million committed equity facility and an FPA to purchase up to 3,000,000 shares.
The parties now expect to close the transaction later today, after which the combined company’s shares are expected to trade under the symbol “FOXO” beginning on September 16.
The parties announced their $297 million combination earlier this year on February 24. Minneapolis, Minnesota-based FOXO Technologies utilizes AI-driven bioinformatics and technologies to develop and commercialize epigenetic biomarkers of health and aging for the life insurance industry.
ADVISORS
- Deutsche Bank Securities acted as exclusive financial advisor to FOXO.
- RBC Capital Markets acted as Exclusive Financial Advisor to Delwinds.
- RBC Capital Markets and Cantor Fitzgerald acted as Capital Markets Advisors to Delwinds.
- Houlihan Lokey provided additional financial advice to the Delwinds board of directors.
- Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC acted as placement agents for the convertible debenture and redemption backstop.
- Mitchell Silberberg & Knupp and Stinson LLP acted as legal advisors to FOXO.
- Ellenoff, Grossman & Schole LLP acted as legal advisor to Delwinds while Lamson, Dugan and Murray LLP acted as insurance regulatory counsel to Delwinds.
- Proskauer Rose LLP is serving as legal advisor to Cohen & Company Capital Markets.


At the SPAC of Dawn Lately de-SPACs have been announcing corporate moves of a kind frequently in trios as was the case earlier this week when WeBull (NASDAQ:BULL), AST SpaceMobile (NASDAQ:ASTS) and Quantum-Si (NASDAQ:QSI) all announced major equity raises. This week, it is a trio of de-SPACs making reverse stock splits in unison, which is...
A look at Plus’ software-first approach to autonomous trucking. After years of investment and excitement, the dawn of self-driving cars and trucks is now here. The question now is which business model among autonomous driving technology companies will win out? This week, we speak with David Liu, CEO of autonomous trucking company Plus. Plus announced...
At the SPAC of Dawn One thing that SPAC investors can typically count on while their money is invested in a SPAC’s trust is that it is going to grow one way or the other between now and their next redemption opportunity, but the devil can occasionally be in the details. In 2024, it became...
Thunderstone has filed for a $50 million SPAC to put a new first-time Asia-based team in action on a generalist hunt. The new SPAC is offering investors a right to a 1/8 share in each unit with 18 months to initially complete a business combination. It is the 8th fresh S-1 filed with underwriter D....
At the SPAC of Dawn In a trading session that may find itself built around the release of Fed minutes at 2 pm ET this afternoon, a pair of SPAC targets have added their own fresh information to the mix. Enterprise AI firm Fusemachines, which has a pending combination with CSLM (OTC:CSLMF), put out a...