Kin Insurance, Inc. entered into Letter of intent to acquire Omnichannel Acquisition Corp. (NYSE:OCA) from Omnichannel Sponsor LLC and Others in a reverse merger transaction on March 10, 2021. Kin Insurance, Inc. entered into an agreement to acquire Omnichannel Acquisition Corp. (NYSE:OCA) from Omnichannel Sponsor LLC and Others in a reverse merger transaction on July 19, 2021. Kin's existing stockholders will be rolling 100% of their equity into the combined company and are expected to own approximately 74% of the combined company immediately following the closing of the business combination. The transaction is further supported by a fully committed $80 million PIPE at $10 per share of Class A common stock of Omnichannel led by HSCM Bermuda and Senator Investment Group. Upon closing of the transaction, the combined company will be named Kin Insurance, Inc. and is expected to be listed on the NYSE under the new ticker symbol “KI”.

The transaction is subject to the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder, the approval by the Florida Office of Insurance Regulation, the TDI Filing shall have been submitted to TDI, Kin preferred Stockholder Approval and Kin Stockholder Approval shall have been obtained, Omnichannel Stockholder Approval shall have been obtained, the Post-Closing SPAC Shares to be issued in connection with the Transactions shall have been approved for listing on NYSE. The Boards of Directors of each of Omnichannel and Kin approved the transaction. The Omnichannel Board recommends that such Omnichannel stockholders vote “ FOR ” the approval of the Business Combination Proposal. The transaction is expected to close in the fourth quarter of 2021. As of December 15, 2021, the transaction is expected to close in the first quarter of 2022. The transaction is expected to provide Kin with approximately $242 million of cash at closing. As of January 10, 2022, Omnichannel Acquisition Corp announced that its registration statement on Form S-4, relating to the previously announced business combination (the “Business Combination”) with Kin Insurance, Inc., has been declared effective by the U.S. Securities and Exchange Commission 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. On January 14, 2022, the parties entered into the First Amendment to the Business Combination Agreement. 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 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.

David A. Sakowitz, Kyle S. Gann, Bradley C. Vaiana, Becky L. Troutman and Alessandra V. Swanson of Winston & Strawn LLP acted as legal advisors to Omnichannel Acquisition Corp. John Greer, Bryant Lee, Jason Cruise, Peter Todaro, Joseph Simei, Adam Kestenbaum, Joel Mack and Josh Marnitz of Latham & Watkins LLP acted as legal advisor to Kin Insurance. J.P. Morgan Securities LLC is acting as exclusive financial advisor to Kin. Citigroup Global Markets Inc. is acting as capital markets advisor to Omnichannel. Continental Stock Transfer & Trust Company acted as Transfer Agent and Morrow Sodali as information agent for Omnichannel. Omnichannel has agreed to pay Morrow Sodali a fee of $32,500, plus disbursements.

Kin Insurance, Inc. cancelled the acquisition of Omnichannel Acquisition Corp. (NYSE:OCA) from Omnichannel Sponsor LLC and Others in a reverse merger transaction on January 26, 2022. The parties have decided to terminate the Business Combination Agreement as a result of current unfavorable market conditions.