Delwinds Insurance Acquisition Corp.

The share count being authorised is not fixed — the proxy says the number remains subject to adjustment up to June 10, 2025 and may increase as described in the agreements, so holders approve a mechanism rather than a quantity. A 4.99% blocker caps any single holder's position after conversion, which spreads the dilution rather than limiting it. On the Exchange Agreement's closing, RCHI executed a senior secured promissory note payable to RHI for $1,000,000, maturing six months later.

A one-for-five to one-for-one-hundred range is the widest split authorisation in this backlog and it runs for ten months, so the board can wait and pick a ratio after seeing where the stock trades. Paired with permission to issue 20% or more of the outstanding Class A stock, the two items together let the company shrink the count and then refill it. The proxy also puts a Finder's Fee Agreement dated October 9, 2023, as amended, with broker-dealer J.H. Darbie & Co. to a vote.

Nothing about the FOXO Technologies Inc. transaction changed here, so no term in this filing should be read as new. The exhibit index does confirm the agreement chronology: the Agreement and Plan of Merger dated as of February 24, 2022 among Delwinds, FOXO, DWIN Merger Sub Inc. and DIAC Sponsor LLC as Purchaser Representative, amended on April 26, 2022, again on July 6, 2022, and a third time on August 12, 2022. A reader looking for the economics must use the amendment that carries Part I.

The consideration is $300,000,000 reduced three ways: by FOXO's indebtedness at Closing, excluding convertible debt that converts into FOXO shares, by FOXO transaction expenses above $7,500,000, and by 9,200,000 multiplied by the price at which Delwinds public stockholders may redeem. That last term ties the target's consideration to the redemption price, so a higher trust value per share reduces what FOXO holders receive. Those 9,200,000 shares are themselves issued at Closing subject to forfeiture under a management contingent earnout plan that Delwinds stockholders must approve.

The third amendment to the merger agreement carries the same date as this registration-statement amendment, so the deal terms were still moving on the day the document was filed — a reason to treat any figure in this version as provisional. The meeting is likewise undecided: the letter reads that the Delwinds Special Meeting will be held at [ ] [ ].m., Eastern Time, on [ ], 2022, with the hour, the meridiem and the date all left blank, so no meeting date is recorded. It is a joint document because FOXO stockholders are solicited by written consent rather than at a meeting.

This version is a placeholder throughout: the document date, the meeting hour, the meridiem, the meeting date and even the proxy website — printed as https://www.cstproxy.com/[________] — are all unfilled. No date of any kind should be taken from it. The one structural fact that is settled is why it is a joint document: FOXO's own stockholders are solicited by written consent rather than at a meeting, so the filing has to serve as a consent solicitation statement alongside the Delwinds proxy.

The Sponsor is a signatory to the merger agreement itself, acting as Purchaser Representative, so the entity whose founder economics depend on a closing also holds a contractual role in administering it. The Delwinds special meeting has no date: the time, the day and even the meeting website are left as bracketed placeholders on the cover letter of this amendment, and stockholders are told they will not be able to attend in person. No meeting date is recorded from this filing.

All outstanding shares of FOXO capital stock are cancelled in exchange for the right to receive newly issued Class A common stock, so the consideration is entirely stock, but the cover states no share count, no price and no fee — there is no Calculation of Registration Fee table on it. A reader cannot size the issuance or the resulting dilution from the face of this filing. The document is a joint proxy statement and consent solicitation statement, so FOXO's holders act by written consent rather than at a meeting.

What changed: FOXO Technologies Inc. (OTC: FOXOD/FOXO), the Delwinds Insurance Acquisition Corp. successor, issued a mid-year shareholder update from Chief Executive Officer Seamus Lagan. It reports net revenues of approximately $5.1 million for the three months ended March 31, 2026 against $3.2 million a year earlier, and a loss from operations of $0.3 million against $1.5 million. It effected a 1-for-3,000 reverse stock split of its Class A common stock to improve liquidity, and entered an agreement with former CEO Jon Sabes and its FOXO Labs subsidiary on epigenetics technology. Why it matters: A 1-for-3,000 reverse split is among the most extreme consolidations a listed company can execute and tells a holder that the shares were trading at a fraction of a cent — the operational improvement, revenue up 59% and operating loss cut by $1.2 million, is real but arrives after the equity has already been almost entirely diluted away. Former DWIN holders now own a healthcare services roll-up built from Myrtle Recovery Centers, Rennova Community Health and Vector BioSource rather than the epigenetics business they bought.

What changed: FOXO Technologies Inc., the Delwinds Insurance Acquisition Corp. successor, filed a Certificate of Amendment in Delaware on June 25, 2026 implementing a 1-for-3,000 reverse stock split, combining every 3,000 Class A shares into one share with no change in the $0.0001 par value. The split became effective at 4:01 p.m. ET on June 30, 2026 and the stock began trading post-split on July 1, 2026 under CUSIP 351471602. No fractional shares are issued: any fraction is rounded up to the nearest whole share and no stockholder receives cash in lieu. Why it matters: A 1-for-3,000 consolidation is at the extreme end of what listed companies execute and implies a pre-split price measured in hundredths of a cent — the arithmetic residue of years of dilutive financing at a former SPAC. Rounding fractions up rather than cashing them out is unusually holder-friendly, preserving odd-lot positions that would otherwise be eliminated. It does not change the economics: former DWIN holders own the same proportion of a company that now reports revenue from acquired healthcare businesses.