Omnichannel Acquisition Corp. (NYSE: OCA) (“Omnichannel” or the
“Company”), a publicly traded special purpose acquisition company,
announced today that its registration statement on Form S-4 (File
No. 333-258747) (as amended, the “Registration Statement”),
relating to the previously announced business combination (the
“Business Combination”) with Kin Insurance, Inc. (“Kin”), has been
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) and that it will commence mailing of the definitive
proxy statement/prospectus relating to the Special Meeting (the
“Special Meeting”) of the Company’s stockholders to be held at
10:00 a.m. Eastern time on February 1, 2022 in connection with the
Business Combination. The Special Meeting will be completely
virtual.
The proxy statement/prospectus and notice of the special meeting
was mailed to the Company’s stockholders of record as of the close
of business on December 27, 2021 (the “Record Date”). Holders of
Omnichannel’s shares of Class A Common Stock and Class B Common
Stock at the close of business on the Record Date are entitled to
notice of the virtual Special Meeting and to vote at the virtual
Special Meeting.
If the proposals at the Special Meeting are approved,
Omnichannel anticipates that the Business Combination will close
shortly thereafter, subject to the satisfaction or waiver (as
applicable) of all other closing conditions.
More information about voting and attending the Special Meeting
is included in the proxy statement/prospectus originally filed by
Omnichannel with the SEC on August 12, 2021, as amended, which is
available without charge on the SEC’s website at http://www.sec.gov
or by directing a request to: Omnichannel Acquisition Corp., First
Floor West, 51 John F. Kennedy Parkway, Milburn, New Jersey 07078,
attention: CFO. Omnichannel encourages you to read the proxy
statement/prospectus carefully. The deadline for Omnichannel’s
public stockholders to exercise their redemption rights in
connection with the Business Combination is January 28, 2022 at
5:00 p.m. Eastern time.
If any Omnichannel stockholder has questions, needs assistance
in voting their shares or does not receive the proxy
statement/prospectus, please email Morrow Sodali LLC, Omnichannel’s
proxy solicitor, at OCA.info@investor.morrowsodali.com or call at
(800) 662-5200 (banks and brokers can call (203) 658-9400).
Business Combination Transaction
On July 19, 2021, Kin entered into a business combination
agreement with Omnichannel Acquisition Corp. (NYSE: OCA). The
business combination is expected to close in the first quarter of
2022. Upon closing, the combined public company will be named Kin
Holdings, Inc., and its common stock is expected to be listed on
the NYSE under the new ticker symbol “KI”.
About Kin
Kin is the home insurance company for every new normal. By
leveraging proprietary technology, Kin delivers fully digital
homeowners insurance with an elegant user experience, accurate
pricing, and fast, high-quality claims service. Kin offers
homeowners, landlord, condo, and mobile home insurance through the
Kin Interinsurance Network (KIN), a reciprocal exchange owned by
its customers who share in the underwriting profit. Because of its
efficient technology and direct-to-consumer model, Kin provides
affordable pricing without compromising coverage. To learn more,
visit https://www.kin.com.
About Omnichannel Acquisition Corp.
Omnichannel Acquisition Corp. (NYSE: OCA) is a blank check
company whose business purpose is to effect a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. For more
information, please visit www.omnichannelcorp.com.
Important Information for Investors and Stockholders
This communication relates to a proposed business combination
(the “Business Combination”) between Omnichannel Acquisition Corp.
(“Omnichannel”) and Kin Insurance, Inc. (“Kin”). In connection with
the proposed Business Combination, Omnichannel has filed with the
SEC a registration statement on Form S-4 that includes a proxy
statement of Omnichannel in connection with Omnichannel’s
solicitation of proxies for the vote by Omnichannel’s stockholders
with respect to the proposed Business Combination and a prospectus
of Omnichannel. The final proxy statement/prospectus will be sent
to all Omnichannel stockholders, and Omnichannel will also file
other documents regarding the proposed Business Combination with
the SEC. This communication does not contain all the information
that should be considered concerning the proposed Business
Combination and is not intended to form the basis of any investment
decision or any other decision in respect of the Business
Combination. Before making any voting or investment decision,
investors and security holders are urged to read the registration
statement, the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection
with the proposed Business Combination as they become available
because they will contain important information about the proposed
transaction.
Investors and security holders are able to obtain free copies of
the registration statement, proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC
by Omnichannel through the website maintained by the SEC at
www.sec.gov. In addition, the documents filed by Omnichannel may be
obtained free of charge by written request to: Christine Pantoya,
Chief Financial Officer, Omnichannel Acquisition Corp., 485
Springfield Avenue #8, Summit, New Jersey 07901.
Forward-Looking Statements
This communication includes “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“expect,” “estimate,” “plan,” “outlook,” and “project” and other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Such
forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
business of Kin or the combined company after completion of the
Business Combination are based on current expectations that are
subject to risks and uncertainties. A number of factors could cause
actual results or outcomes to differ materially from those
indicated by such forward looking statements. These factors
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 transaction agreement and the proposed Business
Combination contemplated thereby; (2) the inability to complete the
transactions contemplated by the transaction agreement due to the
failure to obtain approval of the stockholders of Omnichannel or
other conditions to closing in the transaction agreement; (3) the
ability to meet the NYSE’s listing standards following the
consummation of the transactions contemplated by the transaction
agreement; (4) the risk that the proposed transaction disrupts
current plans and operations of Kin as a result of the announcement
and consummation of the transactions described herein; (5) the
ability to recognize the anticipated benefits of the proposed
Business Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (6) costs
related to the proposed Business Combination; (7) changes in
applicable laws or regulations; and (8) the possibility that Kin
may be adversely affected by other economic, business, and/or
competitive factors. The foregoing list of factors is not
exhaustive. You should carefully consider the foregoing factors and
the other risks and uncertainties described in the “Risk Factors”
section of Omnichannel’s Annual Report on Form 10-K, and other
documents filed by Omnichannel from time to time with the SEC and
the registration statement on Form S-4 and proxy
statement/prospectus discussed above. 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 Omnichannel and
Kin 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.
Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved.
Participants in the Solicitation
Omnichannel, Kin and their respective directors and executive
officers may be deemed participants in the solicitation of proxies
of Omnichannel stockholders with respect to the proposed Business
Combination. Omnichannel stockholders and other interested persons
may obtain, without charge, more detailed information regarding the
directors and executive officers of Omnichannel Acquisition Corp.
and their ownership of Omnichannel’s securities in Omnichannel’s
final prospectus relating to its initial public offering, which was
filed with the SEC on November 23, 2020 and is available free of
charge at the SEC’s website at www.sec.gov, or by written request
to: Christine Pantoya, Chief Financial Officer, Omnichannel
Acquisition Corp., 485 Springfield Avenue #8, Summit, New Jersey
07901.
Additional information regarding the interests of participants
in the solicitation of proxies in connection with the proposed
transaction will be included in the proxy statement / prospectus
that Omnichannel intends to file with the SEC.
No Offer or Solicitation
This communication does not constitute an offer to sell or
exchange, or the solicitation of an offer to buy or exchange any
securities, or a solicitation of any vote or approval, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation, sale or exchange 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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Kin Investor Relations investors@kin.com
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Omnichannel Investor Relations oacir@icrinc.com
Media Relations oacpr@icrinc.com
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