SAN FRANCISCO, Sept. 24, 2020 /PRNewswire/ -- Shift
Technologies Inc. ("Shift"), a leading end-to-end ecommerce
platform on a mission to make buying or selling a used car fun,
fair, and accessible for everyone, and Insurance Acquisition Corp.
(Nasdaq: INSU) ("Company"), a publicly traded special purpose
acquisition company, today announced that the registration
statement on Form S-4 (File No. 333-239896) (as amended, the
"Registration Statement"), filed by Insurance Acquisition Corp.,
relating to the previously announced business combination (the
"Business Combination") with Shift has been declared effective by
the U.S. Securities and Exchange Commission ("SEC"). The Company
has commenced the process of printing and mailing the definitive
proxy statement/prospectus relating to the Special Meeting (the
"Special Meeting") of Insurance Acquisition Corp.'s stockholders to
be held on October 13, 2020 in
connection with the Business Combination. The proxy
statement/prospectus is being mailed to Insurance Acquisition
Corp.'s stockholders of record as of the close of business on
September 10, 2020 (the "Record
Date"). Notice of the Special Meeting is being mailed on
September 28, 2020 to stockholders of
record as of the Record Date.
"We have made substantial progress scaling Shift to capture
share in our core markets since our launch in 2014. Merging with
Insurance Acquisition Corp. not only brings Shift to the public
markets, but it also unlocks new opportunities and marks the next
phase of our growth," commented George
Arison, Shift Co-CEO. "We are committed to shareholders. We
will continue to make smart investments to drive revenue growth and
deliver long term value to our shareholders."
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 proxy statement/prospectus that is both
the proxy statement to be distributed to its stockholders in
connection with its solicitation of proxies for the vote by its
stockholders with respect to the Business Combination and other
matters described in the Registration Statement, as well as the
prospectus relating to the offer and sale of the securities of the
Company to be issued in the Business Combination. The Company's
stockholders and other interested persons are advised to read the
definitive proxy statement/prospectus because these materials
contain important information about the Company, Shift, and the
Business Combination. The definitive proxy statement/prospectus
will be mailed to stockholders of the Company as of the Record Date
for voting on the Business Combination and other matters described
in the Registration Statement. Stockholders may also obtain copies
of the Registration Statement on Form S-4 and the definitive proxy
statement/prospectus, without charge, 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 definitive proxy statement/prospectus for the
Business Combination. 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
definitive proxy statement/prospectus for the Business Combination.
Each of these documents is 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."
About Shift
Shift is a leading end-to-end auto ecommerce platform
transforming the used car industry with a technology-driven,
hassle-free customer experience. Shift's mission is to make car
purchase and ownership simple — to make buying or selling a used
car fun, fair, and accessible to everyone. Shift provides
comprehensive, digital solutions throughout the car ownership
lifecycle: finding the right car, having a test drive brought to
you before buying the car, a seamless digitally-driven purchase
transaction including financing and vehicle protection products, an
efficient, digital trade-in/sale transaction, and a vision to
provide high-value support services during car ownership. For more
information please visit https://shift.com/.
About Insurance Acquisition Corp.
Insurance Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination. Insurance Acquisition Corp.
raised $150.6M in its initial public offering
in March 2019. Insurance Acquisition Corp.'s securities are
quoted on the NASDAQ stock exchange under the ticker symbols INSU,
INSUW and INSUU.
Forward Looking Statements
This press release contains "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "could", "continue", "expect", "estimate",
"may", "plan", "outlook", "future" and "project" and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These statements,
which involve risks and uncertainties, relate to analyses and other
information that are based on forecasts of future results and
estimates of amounts not yet determinable and may also relate to
the Company's and Shift's future prospects, developments and
business strategies. In particular, such forward-looking statements
may include statements concerning the timing of the Business
Combination; the business plans, objectives, expectations and
intentions of the public company once the transaction is complete,
and Shift's estimated and future results of operations, business
strategies, competitive position, industry environment and
potential growth opportunities. These statements are based on the
Company's or Shift's management's current expectations and beliefs,
as well as a number of assumptions concerning future events.
Such forward-looking statements are subject to known and unknown
risks, uncertainties, assumptions and other important factors, many
of which are outside the Company's or Shift's control that could
cause actual results to differ materially from the results
discussed in the forward-looking statements. These risks,
uncertainties, assumptions and other important 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
Business Combination; (2) the inability to complete the
transactions contemplated by the Business Combination due to the
failure to obtain approval of the stockholders of the Company or
other conditions to closing in the Business Combination; (3) the
ability of the public entity to meet Nasdaq's listing standards
following the Business Combination; (4) the inability to complete
the private placement; (5) the risk that the Business Combination
disrupts current plans and operations of Shift as a result of the
announcement and consummation of the transactions described herein;
(6) the ability to recognize the anticipated benefits of the
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 suppliers and agents
and retain its management and key employees; (7) costs related to
the proposed transaction; (8) changes in applicable laws or
regulations and delays in obtaining, adverse conditions contained
in, or the inability to obtain necessary regulatory approvals
required to complete the Business Combination; (9) the possibility
that Shift may be adversely affected by other economic, business,
regulatory and/or competitive factors; (10) the outcome of any
legal proceedings that may be instituted against the Company, Shift
or any of their respective directors or officers, following the
announcement of the Business Combination; and (11) the failure to
realize anticipated pro forma results and underlying assumptions,
including with respect to estimated stockholder redemptions and
purchase price and other adjustments.
Additional factors that could cause actual results to differ
materially from those expressed or implied in forward-looking
statements can be found in the Company's most recent annual report
on Form 10-K, subsequently filed quarterly reports on Form 10-Q and
current reports on Form 8-K, which are available, free of charge,
at the SEC's website at www.sec.gov, and are also be provided in
the Registration Statement on Form S-4 and the Company's proxy
statement/prospectus. New risks and uncertainties arise from time
to time, and it is impossible for us to predict these events or how
they may affect us. You are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made, and the Company and Shift undertake no obligation to
update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise.
This communication is not intended to be all-inclusive or to
contain all the information that a person may desire in considering
an investment in the Company and is not intended to form the basis
of an investment decision in the Company. All subsequent written
and oral forward-looking statements concerning the Company and
Shift, the Business Combination or other matters and attributable
to the Company and Shift or any person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
above.
Disclaimer
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities and
shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there by any sale of
securities in any states or jurisdictions in which such offer,
solicitation or sale 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.
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SOURCE Shift