Filed
by Insurance Acquisition Corp. pursuant to Rule 425
under
the Securities Act of 1933, as amended,
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934, as amended
Subject
Company: Insurance Acquisition Corp.
Commission
File No.: 001-38839
This
filing relates to a proposed business combination involving Insurance Acquisition Corp. and Shift Technologies, Inc.
The
following is a communication sent to all Shift Technologies, Inc. personnel on September 10, 2020. The following communication
was also published on Shift Technologies, Inc.’s blog and posted on various social media platforms.
Today
we are excited to announce three new members of Shift’s Board of Directors as we prepare to complete our de-SPAC process
and become a public company: Adam Nash, Kellyn Kenny, Victoria McInnis. Adam has been formally on our board since May, when we
started the SPAC conversations, and Victoria and Kellyn will be joining concurrently with our public listing.
Over
the years, we’ve been thinking about how we wanted the board configured as the company grows. As a soon-to-be-public company,
there were several factors we deemed critical in choosing these members, including:
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Technology
and product experience: Shift is, at its core, a technology innovator, and we believe
it is critical to maintain that DNA on the board as we scale. Adam has paved the way
for groundbreaking consumer technology products, serving as CEO of Wealthfront, early
Vice President of Product at LinkedIn, and Vice President of Product at Dropbox. Adam
has been an angel investor in Shift from the earliest days, and he has been a valuable
voice on the board throughout the period that we’ve been working on the SPAC transaction.
We are excited to have a strong product and technology voice among our directors as we
continue to create amazing products for our customers.
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Brand
marketing experience: A key part of Shift’s go-forward strategy is to use a
variety of tactics to build our brand, both in our existing markets and new markets as
we enter them. Because of this, having a board member with a strong marketing background
is valuable. This is why we are so excited about Kellyn, who as the most recent CMO of
Hilton has extensive marketing leadership chops, and has over her career worked on building
iconic consumer brands such as Capital One (one of the largest automotive lenders and
stand out brand in a considered purchase category), Uber, and Microsoft.
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Audit
and financial controls experience: As a public company, we will face a new level
of requirements as related to our internal controls and audit. To this end, having an
audit chair who has intimate experience with managing the audit process and can help
us implement the right procedures for Sarbanes-Oxley is critical. Victoria has incredible
experience in these areas, as Vice President for Internal Audit and Chief Tax Officer
at General Motors. In addition to her audit experience in the automotive industry, she
has been part of a SPAC transaction, so has experience with the type of transaction we
are doing for Shift. She will be a fantastic addition to our board on a strategic level
and as Chair of our Audit Committee.
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We
still have two board seat searches ongoing that we will aim to fill in the coming quarters. These are build around these key criteria:
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Public
company CEO and founder experience: We believe that Shift and our senior management
would benefit greatly from a board member who has extensive experience as a CEO and company
builder of a public company, who can help us think strategically about our long-term
objectives and how to build a lasting company, and be a strong mentor and coach to us
as we grow the business.
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Public
capital market experience: As a public company, Shift will be an active participant
in public capital markets. We see great benefit in bringing on a director who has deep
relationships in the financial markets and can help us navigate the many nuances and
complexities that come with being a publicly traded company. This could be either an
experienced and well respected CFO, an investment banking leader, or a former CEO who
navigated capital markets extensively.
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In
the coming quarters, we expect that certain of our existing pre-public board members will transition out, after many years of
dedicated service to Shift, and we will look to replace them with directors who can further round-out the board by bringing a
new set of backgrounds and experiences to the table. As we have previously, our goal is ensure that we have a diverse board and
we are able to draw on candidates with varying backgrounds.
We
also want to express deep gratitude to Emily Melton and Manish Patel, who have served on Shift’s board for nearly six years,
to Jason Krikorian, who has been an investor for six years and a board member for two, as well as to our previous board members
who have served Shift over time, for all the hard work that they have put in over the years to help Shift succeed. We appreciate
Emily, Manish, and Jason’s willingness to stay on the board for the next few quarters helping ensure continuity as we onboard
new directors.
We
couldn’t be more excited to welcome Kellyn, Victoria, and Adam to our team as we continue to build the platform for making
car purchase and ownership simple and accessible to everyone. The added strength, diversity and leadership they bring will be
invaluable as we become a public company.
Best,
George
and Toby
Caution
Regarding Forward Looking Statements
This
document 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 include estimated financial information. Such forward looking statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of Insurance Acquisition Corp., Shift Technologies, Inc. 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 Agreement and Plan of Merger and the proposed business combination contemplated thereby; (2) the
inability to complete the transactions contemplated by the Agreement and Plan of Merger due to the failure to obtain approval
of the stockholders of Insurance Acquisition Corp. or other conditions to closing in the Agreement and Plan of Merger; (3) the
ability to meet Nasdaq’s listing standards following the consummation of the transactions contemplated by the Agreement
and Plan of Merger; (4) the risk that the proposed transaction disrupts current plans and operations of Shift Technologies, Inc.
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; (8) the
possibility that Shift Technologies, Inc. may be adversely affected by other economic, business, and/or competitive factors; and
(9) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the Securities and
Exchange Commission (“SEC”) by Insurance Acquisition Corp. You are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. Insurance Acquisition Corp. and Shift Technologies, Inc. undertake
no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required by law.
Additional
Information About the Transaction and Where to Find It
The
Company has filed with the SEC a Registration Statement on Form S-4, which includes a preliminary proxy statement/prospectus in
connection with the Merger and will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders.
The Company’s stockholders and other interested persons are advised to read the preliminary proxy statement/prospectus,
and amendments thereto, and to read, when available, the definitive proxy statement/prospectus in connection with the Company’s
solicitation of proxies for its stockholders’ meeting to be held to approve the Merger because the proxy statement/prospectus
contains important information about the Company, Shift and the Merger. The definitive proxy statement/prospectus will be mailed
to stockholders of the Company as of a record date to be established for voting on the Merger. Stockholders will also be able
to obtain copies of the Registration Statement on Form S-4 and the definitive proxy statement/prospectus, without charge, once
available, at the SEC’s website at www.sec.gov or by directing a request to: Insurance Acquisition Corp., 2929 Arch Street,
Suite 1703, Philadelphia, PA 19104, Attn: Joseph Pooler.
Participants
in Solicitation
The
Company, Shift and certain of their respective directors and officers may be deemed participants in the solicitation of proxies
of the Company’s stockholders with respect to the approval of the Merger. Information regarding the Company’s directors
and officers and a description of their interests in the Company is contained in the preliminary proxy statement/prospectus for
the Merger. Additional information regarding the participants in the proxy solicitation, including Shift’s directors and
officers, and a description of their direct and indirect interests, by security holdings or otherwise, is included in the preliminary
proxy statement/prospectus for the Merger and will be included in the definitive proxy statement/prospectus for the Merger when
available. Each of these documents is, or will be, available at the SEC’s website or by directing a request to the Company
as described above under “Additional Information About the Transaction and Where to Find It.”
In
connection with the Merger, at any time prior to the special meeting to approve the Merger, certain existing Company stockholders,
which may include certain of the Company’s officers, directors and other affiliates, may enter into transactions with stockholders
and other persons with respect to the Company’s securities to provide such investors or other persons with incentives in
connection with the approval and consummation of the Merger. While the exact nature of such incentives has not yet been determined,
they might include, without limitation, arrangements to purchase shares from or sell shares to such investors and persons at nominal
prices or prices other than fair market value. These stockholders will only effect such transactions when they are not then aware
of any material nonpublic information regarding the Company, Shift or their respective securities.
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