Omnichannel Acquisition Corp. Announces Effectiveness of Registration Statement for Proposed Business Combination With Kin

Rhea-AI Summary

Omnichannel Acquisition Corp. (NYSE: OCA) announced that its registration statement for the business combination with Kin Insurance, Inc. has been declared effective by the SEC. A virtual Special Meeting for shareholders will be held on February 1, 2022, to approve the transaction. Shareholders of record as of December 27, 2021, are eligible to vote. If approved, the merger is expected to close shortly after, with the new entity named Kin Holdings, Inc. The deadline for shareholders to exercise redemption rights is January 28, 2022.

Positive

• Registration statement for business combination with Kin has been declared effective.
• Special Meeting scheduled for February 1, 2022, allowing shareholders to vote on the merger.
• Potential closing of the transaction soon after approval can accelerate growth opportunities.

Negative

• Shareholder redemption rights deadline may lead to reduced capital for the combined entity.
• Approval is contingent upon satisfying various conditions, creating uncertainty.

CHICAGO--(BUSINESS WIRE)-- 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220111005394/en/

Kin

Investor Relations

investors@kin.com

Media Relations

press@kin.com

Omnichannel

Investor Relations

oacir@icrinc.com

Media Relations

oacpr@icrinc.com

Source: Omnichannel Acquisition Corp.

FAQ

What is the significance of Omnichannel's registration statement for OCA?

The registration statement allows Omnichannel to proceed with its business combination with Kin Insurance.

When is the Special Meeting for Omnichannel shareholders?

The Special Meeting is scheduled for February 1, 2022, at 10:00 a.m. Eastern time.

What happens if the business combination is approved?

If approved, the business combination is expected to close shortly afterward and the new entity will be named Kin Holdings, Inc.

What is the deadline for shareholders to exercise redemption rights?

The deadline for exercising redemption rights is January 28, 2022, at 5:00 p.m. Eastern time.

What are the potential impacts of the business combination on OCA's stock?

The business combination may enhance growth prospects and market position, but approval uncertainty could affect stock performance.