CHICAGO, January 11, 2022– (COMMERCIAL THREAD) – Omnichannel Acquisition Corp. (NYSE: OCA) (“Omnichannel” or the “Company”), a publicly traded special purpose acquisition company, today announced 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 United States Securities and Exchange Commission (the “SEC”) and will begin sending the final proxy statement / prospectus relating to the special meeting (the “special meeting”) of the shareholders of the Company to be held at 10:00 am Eastern Time on February 1, 2022 as part of the business combination The special meeting will be fully virtual.
The Proxy Circular / Prospectus and Notice of Special Meeting were mailed to registered shareholders of the Company at the close of business on December 27, 2021 (the “Record Date”) . Holders of Class A common shares and Class B common shares of Omnichannel at the close of business on the record date are entitled to be called to the extraordinary virtual meeting and to vote at the close of business. extraordinary virtual meeting.
If the proposals of the special meeting are approved, Omnichannel anticipates that the business combination will close shortly thereafter, subject to the satisfaction or waiver (if any) of all other closing conditions.
More information on voting and attending the Special Meeting is included in the Proxy Circular / Prospectus originally filed by Omnichannel with the SEC on August 12, 2021, as amended, which is available free of charge at the SEC 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 public Omnicanal shareholders to exercise their repurchase rights in the Business Combination is January 28, 2022 at 5:00 p.m. EST.
If a Omnichannel shareholder has any questions, needs help voting for their shares, or does not receive the proxy statement / prospectus, please email Morrow Sodali LLC, the proxy attorney for Omnichannel, at [email protected] or call (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 be finalized in the first quarter of 2022. Upon closing, the combined public company will be named Kin Holdings, Inc., and its common shares are expected to be listed on the NYSE under the new ticker symbol “KI”. .
Kin is the home insurance company for every new normal. Leveraging proprietary technology, Kin offers fully digital home insurance with a sleek user experience, accurate pricing, and fast, high-quality claims service. Kin offers homeowners, owners, co-owners and mobile homes insurance through the Kin Interinsurance Network (KIN), a reciprocal exchange owned by its customers who share the underwriting profits. Due to its efficient technology and direct-to-consumer sales model, Kin offers affordable prices without compromising coverage. To find out more, visit https://www.kin.com.
About Omnichannel Acquisition Corp.
Omnichannel Acquisition Corp. (NYSE: OCA) is a blank check company with the business objective of effecting a merger, stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more companies. For more information, please visit www.omnichannelcorp.com.
Important information for investors and shareholders
This communication concerns 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 which includes a proxy from Omnichannel in connection with the solicitation of proxies by Omnichannel for shareholder voting. Omnichannel regarding the proposed business combination and an Omnichannel prospectus. The proxy circular / final prospectus will be sent to all shareholders of Omnichannel, and Omnichannel will also file other documents relating to the proposed business combination with the SEC. This communication does not contain all of the information that should be taken into account regarding the proposed Business Combination and is not intended to form the basis of an investment decision or any other decision regarding the Business Combination. Before making any voting or investment decisions, investors and security holders are urged to read the registration statement, proxy circular / prospectus and all other relevant documents filed or to be filed with of the SEC in connection with the proposed business combination as soon as they become available. as they will contain important information about the proposed transaction.
Investors and security holders may obtain free copies of the Registration Statement, Proxy Circular / Prospectus and all other relevant documents filed or to be filed with the SEC by Omnichannel through the site Web maintained by the SEC at www.sec.gov. In addition, documents filed by Omnichannel may be obtained free of charge upon written request addressed to: Christine Pantoya, Chief Financial Officer, Omnichannel Acquisition Corp., 485 Springfield Avenue # 8, Summit, New Jersey 07901.
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 can be identified by the use of words such as “forecast”, “intention”. , “” seek “,” target “,” anticipate “,” believe “,” expect “,” estimate “,” plan “,” outlook “and” project “and other similar expressions which predict or indicate future events or trends or which are not statements of historical matters. Such forward-looking statements concerning the income, earnings, performance, strategies, prospects and other aspects of Kin’s or the combined company’s business thereafter the completion of the business combination are based on current expectations which are subject to risks and uncertainties. A number of factors could cause actual results to differ materially from these. ux indicated by these forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstance that could result in the termination of the transaction agreement and the business combination contemplated by it; (2) failure to complete the transactions contemplated by the transaction agreement due to failure to obtain Omnichannel shareholder approval or other closing conditions in the transaction agreement; (3) the ability to meet NYSE listing standards after the completion of the transactions contemplated by the transaction agreement; (4) the risk that the proposed transaction will disrupt Kin’s current plans and operations as a result of the announcement and completion of the transactions described herein; (5) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected, inter alia, by competition, the combined ability of the business to grow and manage its growth profitably, to maintain relationships with customers and suppliers and to retain its management and key employees; (6) costs associated with the proposed business combination; (7) changes in applicable laws or regulations; and (8) the possibility that Kin will be adversely affected by other economic, business and / or competitive factors. The foregoing list of factors is not exhaustive. You should carefully consider the above factors and 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 of the SEC and the registration statement on Form S-4 and proxy / prospectus statement discussed above. These documents identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in forward-looking statements. Forward-looking statements speak only as of the date on which they are made. Readers are cautioned not to place 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 taken as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the intended results of such forward-looking statements will be achieved.
Participants in the call for tenders
Omnichannel, Kin and their respective directors and officers may be considered participants in the proxy solicitation of Omnichannel shareholders with respect to the proposed business combination. Omnichannel shareholders and other interested persons may obtain more detailed information about the directors and officers of Omnicanal Acquisition Corp, free of charge. November 23, 2020 and is available for free on the SEC 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 proxy solicitation in connection with the proposed transaction will be included in the proxy circular / 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 securities, or a solicitation of a vote or approval, and there will be no sale of securities in a jurisdiction in which such offering, solicitation, sale or exchange would be illegal before registration or qualification under the securities laws of such jurisdiction. No offer of securities may be made except by means of a prospectus meeting the requirements of Article 10 of the Securities Law or an exemption therefrom.
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