Filed by Omnichannel Acquisition Corp.
pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Omnichannel Acquisition Corp.
Commission File No.: 001-39726
Date: January 11, 2022
Omnichannel Acquisition Corp. Announces Effectiveness
of Registration Statement for Proposed Business Combination with Kin
CHICAGO, IL – January 11, 2022 –
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.
Contacts
Kin
Investor Relations
investors@kin.com
Media Relations
press@kin.com
Omnichannel
Investor Relations
oacir@icrinc.com
Media Relations
oacpr@icrinc.com
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