Item 1.01 Entry into a Material Definitive Agreement.
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As previously disclosed, on July 19, 2021, Omnichannel
Acquisition Corp., a Delaware corporation (“Omnichannel” or the “Company”), entered into a business combination
agreement with Omnichannel Merger Sub, Inc., a wholly-owned subsidiary of Omnichannel (“Merger Sub”), and Kin Insurance, Inc.,
a Delaware corporation (“Kin”) (as it may be amended and/or restated from time to time, the “Business Combination Agreement”).
Upon the consummation of the transactions contemplated by the Business Combination Agreement (the “Closing”), Merger Sub will
merge with and into Kin with Kin surviving the merger as a wholly-owned subsidiary of Omnichannel (the “Business Combination”).
In addition, at the Closing, Omnichannel will be renamed “Kin Insurance, Inc.” Capitalized terms not otherwise defined have
the meaning set forth in the Business Combination Agreement.
In connection with the Business Combination, Omnichannel
has filed a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission
(the “SEC”), which included a proxy statement mailed to Omnichannel stockholders in connection with Omnichannel’s solicitation
for proxies for the vote by Omnichannel’s stockholders in connection with the Business Combination and other matters as described
in such Registration Statement and a prospectus relating to the offer of the securities to be issued to Kin’s stockholders in connection
with the completion of the Business Combination.
On January 14, 2022, the
parties entered into the First Amendment to the Business Combination Agreement (the “Amendment”). Pursuant to the
Amendment, the parties have agreed, among other things, (i) to provide for the treatment of certain Company Restricted Stock and
Company Restricted Stock Units as of the Effective Time and (ii) that the Termination Date (as defined in the Business Combination
Agreement) of the proposed transactions contemplated by the Business Combination Agreement shall be shortened to February 14, 2022;
provided, that the right to terminate the Business Combination Agreement shall not be available to the Company until the earlier of
(i) the seventh (7) Business Day following the date of the SPAC Stockholders Meeting or (ii) April 19, 2022.
A copy of the Amendment is filed with this Current
Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified
in its entirety by reference thereto.
Important Information for Investors and Stockholders
This communication relates to a proposed Business
Combination between Omnichannel and 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 is included in the proxy statement / prospectus
that Omnichannel filed 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.