UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 18, 2022 (January 14, 2022)
OMNICHANNEL ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39726 | 85-3113789 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
485 Springfield Avenue #8
Summit, NJ 07901
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (908) 271-6641
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-half of one redeemable warrant | OCA.U | The New York Stock Exchange | ||
| Class A common stock, par value $0.0001 per share | OCA | The New York Stock Exchange | ||
| Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share | OCA WS | The New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 Entry into a Material Definitive Agreement. |
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.
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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.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1* | First Amendment to the Business Combination Agreement dated as of January 14, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Omnichannel agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OMNICHANNEL ACQUISITION CORP. | |||
| By: | /s/ Matt Higgins | ||
| Name: | Matt Higgins | ||
| Title: | Chief Executive Officer | ||
| Dated: January 18, 2022 | |||
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Exhibit 2.1
FIRST AMENDMENT TO
BUSINESS COMBINATION AGREEMENT
This FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “First Amendment”) is entered into as of January 14, 2022, by and among Omnichannel Acquisition Corp., a Delaware corporation (“SPAC”), Omnichannel Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Kin Insurance, Inc., a Delaware corporation (the “Company” and, together with SPAC and Merger Sub, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
RECITALS
WHEREAS, the Parties entered into that certain Business Combination Agreement, dated as of July 19, 2021 (as may be amended, modified or supplemented from time to time, the “Agreement”);
WHEREAS, pursuant to Section 5.1 of the Agreement, SPAC has consented to the issuance of certain Company Restricted Stock (as defined herein) and Company Restricted Stock Units (as defined herein) by the Company;
WHEREAS, the Parties desire to amend the Agreement in accordance with Section 8.3 thereof as more fully set forth herein in order to provide for the treatment of such Company Restricted Stock and Company Restricted Stock Units as of the Effective Time; and
WHEREAS, the Parties also desire to amend the Agreement to establish a revised Termination Date and to provide the Company with a right to terminate the Agreement in the event SPAC Stockholder Redemptions exceed a certain amount.
NOW THEREFORE, in consideration of the mutual agreements contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
AGREEMENT
1. Amendment.
(a) The following definitions are added to Section 1.1 of the Agreement as follows:
“Aggregate Transaction Proceeds” means an amount equal to (a) the aggregate cash proceeds available for release to SPAC from the Trust Account in connection with the Transactions (after, for the avoidance of doubt, giving effect to all of the SPAC Stockholder Redemptions but before release of any other funds) plus (b) the PIPE Financing Amount plus (c) the aggregate proceeds received from the consummation of an Alternative Financing plus (d) the aggregate proceeds received from the sales or issuances of the Company’s Equity Securities by the Company occurring after July 19, 2021 plus (e) the amount of any SPAC Expenses and/or Company Expenses that would have been owed at Closing but have been cancelled, waived or forfeited by the Person entitled to receive such SPAC Expenses and/or Company Expenses (including any such cancellation, waiver or forfeiture for which such Person has agreed to receive a number of Sponsor Shares that is less than or equal to the amount of such SPAC Expenses so cancelled, waived or forfeited, divided by $10.00 per share and provided that the recipient of such Sponsor Shares agrees in writing to the same transfer restrictions applicable to the Sponsor following the Closing); provided, however, that only the amount of SPAC Expenses and/or Company Expenses that have been cancelled, waived or forfeited that are below the estimated SPAC Expenses and/or Company Expenses set forth on Schedule 1.1 shall be included in determining “Aggregate Transaction Proceeds” less (f) the amount of any actual SPAC Expenses and/or Company Expenses that exceed the estimated SPAC Expenses and/or Company Expenses set forth on Schedule 1.1 plus (g) any other cash of SPAC that will be on hand at the Closing.
“Company Restricted Stock Award” means an award of shares of Company Common Stock outstanding under the Company Equity Plan that is subject to any vesting, forfeiture or other lapse restrictions.
“Company Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one share of Company Common Stock or an amount in cash or other consideration in lieu thereof equal to the fair market value of a share of Company Common Stock, subject to certain vesting conditions and other restrictions.
(b) A new Section 2.10 is hereby added to the Agreement as follows:
Section 2.10 Treatment of Company Restricted Stock. Effective as of the Effective Time, each Company Restricted Stock Award that is outstanding immediately prior to the Effective Time shall be converted into a restricted stock award relating to Post-Closing SPAC Shares (each, a “SPAC Restricted Stock Award”) with substantially the same terms and conditions (but taking into account any changes thereto provided for in the Company Equity Plan, in any award agreement or in such Company Restricted Stock award by reason of this Agreement or the transactions contemplated hereby) as were applicable to such Company Restricted Stock Award immediately prior to the Effective Time, including with respect to vesting and termination-related provisions, except that such SPAC Restricted Stock Award shall represent a right to receive a number of Post-Closing SPAC Shares determined by multiplying the number of shares of Company Common Stock subject to such Company Restricted Stock Award immediately prior to the Effective Time by the Exchange Ratio, with any fractional shares rounded down to the nearest whole share. As of the Effective Time, all Company Restricted Stock Awards shall no longer be outstanding and each holder of SPAC Restricted Stock Awards shall cease to have any rights with respect to such Company Restricted Stock Awards.
(c) A new Section 2.11 is hereby added to the Agreement as follows:
Section 2.11 Treatment of Company Restricted Stock Units. Effective as of the Effective Time, each Company Restricted Stock Unit award (whether vested or unvested) that is outstanding immediately prior to the Effective Time shall be converted into an award of restricted stock units relating to Post-Closing SPAC Shares (each, a “SPAC Restricted Stock Unit Award”) with substantially the same terms and conditions (but taking into account any changes thereto provided for in the Company Equity Plan, in any award agreement or in such Company Restricted Stock Unit award by reason of this Agreement or the transactions contemplated hereby) as were applicable to such Company Restricted Stock Unit award immediately prior to the Effective Time, including with respect to vesting and termination-related provisions with such adjustments to any performance-vesting metrics as deemed necessary and appropriate by the Company (and reasonably acceptable to SPAC), except that such SPAC Restricted Stock Unit Award shall represent a right to receive a number of Post-Closing SPAC Shares determined by multiplying the number of shares of Company Common Stock subject to such Company Restricted Stock Unit award immediately prior to the Effective Time by the Exchange Ratio, with any fractional shares rounded down to the nearest whole share. As of the Effective Time, all Company Restricted Stock Unit awards shall no longer be outstanding and each holder of SPAC Restricted Stock Unit Awards shall cease to have any rights with respect to such Company Restricted Stock Unit awards.
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(d) Section 5.8 of the Agreement is hereby amended as follows:
“Section 5.8 SPAC Stockholder Approval. SPAC shall use its reasonable best efforts to, as promptly as practicable, (i) establish the record date for, duly call, give notice of, convene and hold a meeting of the SPAC Stockholders (the “SPAC Stockholders Meeting”) in accordance with the Governing Documents of SPAC and the DGCL, (ii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, cause the proxy statement contained therein to be disseminated to the SPAC Stockholders and (iii) after the Registration Statement / Proxy Statement is declared effective under the Securities Act, solicit proxies from the SPAC Stockholders to vote in accordance with the SPAC Board Recommendation, and, if applicable, any approvals related thereto, and providing the SPAC Stockholders with the Offer. SPAC shall, through approval of its board of directors, recommend to its shareholders (the “SPAC Board Recommendation”), (i) the adoption and approval of this Agreement and the Transactions (including the issuance of the Per Share Consideration hereunder); (ii) the adoption and approval of the Second Amended and Restated SPAC Certificate of Incorporation, (iii) to the extent required by NYSE listing rules, approval of the issuance of the Per Share Consideration together with the Post-Closing SPAC Shares to be issued pursuant to the Subscription Agreements, (iv) the approval and adoption of the SPAC Incentive Equity Plan (as defined below), (v) the adoption and approval of each other proposal that either the SEC or NYSE (or the respective staff members thereof) indicates is necessary in its comments to the Registration Statement / Proxy Statement or in correspondence related thereto; (vi) the adoption and approval of each other proposal reasonably agreed to by SPAC and the Company as necessary or appropriate in connection with the consummation of the Transactions; and (vii) the adoption and approval of a proposal for the adjournment of the SPAC Stockholders Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (vii) together, the “Transaction Proposals”); provided, that SPAC may adjourn the SPAC Stockholders Meeting (A) to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval, (B) for the absence of a quorum, or (C) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosures that SPAC has determined, based on the advice of outside legal counsel, is reasonably likely to be required or advisable under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the SPAC Stockholders prior to the SPAC Stockholders Meeting (including, for the avoidance of doubt, as a result of the SPAC entering into any new Subscription Agreement or other alternative arrangement in accordance with Section 5.13(d); provided that, without the consent of the Company, in no event shall SPAC adjourn the SPAC Stockholders Meeting (x) more than one (1) time from the date the SPAC Stockholders Meeting is initially duly called to order and convened in order to solicit additional proxies for the purpose of obtaining the SPAC Stockholder Approval or (y) for more than fifteen (15) Business Days later than the most recently adjourned meeting. The SPAC Board Recommendation shall be included in the Registration Statement / Proxy Statement. Except as otherwise required by applicable Law, SPAC covenants that none of the SPAC Board or SPAC nor any committee of the SPAC Board shall change, withdraw, withhold or modify, or propose publicly or by formal action of the SPAC Board, any committee of the SPAC Board or SPAC to change, withdraw, withhold or modify the SPAC Board Recommendation or any other recommendation by the SPAC Board or SPAC of the proposals set forth in the Registration Statement / Proxy Statement (a “SPAC Change in Recommendation”).”
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(e) Section 7.1(d) of the Agreement is hereby amended as follows:
“(d) by either SPAC or the Company, if the Transactions shall not have been consummated on or prior to February 14, 2022 (the “Termination Date”); provided, that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SPAC if SPAC’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the Transactions on or before the Termination Date, (ii) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company (x) if either the Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the Transactions on or before the Termination Date, (y) if a Supporting Company Stockholder’s breach of its covenants or obligations under the Transaction Support Agreement shall have proximately caused the failure to consummate the Transactions on or before the Termination Date, or (z) until the earlier of (i) the seventh (7) Business Day following the date of the SPAC Stockholders Meeting or (ii) April 19, 2022.”
2. Confirmation. Except as otherwise provided herein, the provisions of the Agreement shall remain in full force and effect in accordance with their respective terms following the execution of this First Amendment.
3. Governing Law; Parties in Interest; Waiver of Jury Trial. Section 8.5, Section 8.9 and Section 8.15 of the Agreement are hereby incorporated by reference into this First Amendment, mutatis mutandis.
4. Headings. The descriptive headings contained in this First Amendment are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this First Amendment.
5. Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this First Amendment by electronic means, including DocuSign, e-mail, or scanned pages, shall be effective as delivery of a manually executed counterpart to this First Amendment.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the Parties has caused this First Amendment to Business Combination Agreement to be duly executed on its behalf as of the day and year first above written.
| OMNICHANNEL ACQUISITION CORP. | ||
| By: | /s/ Matt Higgins | |
| Name: | Matt Higgins | |
| Title: | Chief Executive Officer | |
| OMNICHANNEL MERGER SUB, INC. | ||
| By: | /s/ Matt Higgins | |
| Name: | Matt Higgins | |
| Title: | President | |
| KIN INSURANCE, INC. | ||
| By: | /s/ Sean Harper | |
| Name: | Sean Harper | |
| Title: | Chief Executive Officer | |
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