UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-39783 DELWINDS INSURANCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | | N/A | | ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Delwinds Insurance Acquisition Corp.'s financial statements as of March 31, 2021, detail its SPAC financial position, trust assets, and non-cash driven net income [Balance Sheets](index=4&type=section&id=Balance%20Sheets) The balance sheet as of March 31, 2021, shows total assets of $203.0 million, primarily in the trust account, with a reduced warrant liability Balance Sheet Summary (Unaudited) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,303,312 | $1,417,540 | | Investments and cash held in trust account | $201,264,887 | $201,250,535 | | **Total Assets** | **$202,975,193** | **$203,139,636** | | **Liabilities & Equity** | | | | Warrant liability | $5,814,357 | $11,010,963 | | Deferred underwriting commission | $7,043,750 | $7,043,750 | | **Total Liabilities** | **$12,921,304** | **$18,083,095** | | Common stock subject to possible redemption | $201,264,887 | $201,250,535 | | Total stockholder's equity (deficit) | ($11,210,998) | ($16,193,994) | [Statement of Operations](index=5&type=section&id=Statement%20of%20Operations) For the three months ended March 31, 2021, the company reported a net income of nearly $5.0 million, primarily from a non-cash gain on warrant liability fair value Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | Item | Amount (USD) | | :--- | :--- | | General, administrative expense, and offering cost | $213,610 | | Loss from operations | ($213,610) | | Change in fair value of warrant liability | $5,196,606 | | Interest income | $13,302 | | **Net Income** | **$4,997,348** | | **Net Income per common share (Basic and Diluted)** | **$0.88** | [Statement of Changes in Stockholders' Equity](index=6&type=section&id=Statement%20of%20Changes%20in%20Stockholders%27%20Equity) The company's total stockholder's deficit improved from $(16.2) million to $(11.2) million, driven by the $5.0 million net income - The stockholder's deficit decreased from **$(16,193,994)** at the end of 2020 to **$(11,210,998)** at the end of Q1 2021, primarily due to the net income of **$4,997,348**[17](index=17&type=chunk) [Statement of Cash Flows](index=7&type=section&id=Statement%20of%20Cash%20Flows) For Q1 2021, net cash used in operating activities was $114,228, with cash at period-end at $1.3 million, adjusted for non-cash warrant fair value changes Cash Flow Summary for the Three Months Ended March 31, 2021 (Unaudited) | Item | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($114,228) | | Net cash used by investing activities | $0 | | Net cash provided by financing activities | $0 | | **Net change in cash** | **($114,228)** | | Cash at beginning of period | $1,417,540 | | **Cash at end of period** | **$1,303,312** | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's accounting policies, SPAC formation, IPO terms, related-party transactions, commitments, and warrant liability fair value methodology - The Company is a **blank check company** formed to effect a business combination, with an intended focus on the **insurance industry**. It has **18 months** from its IPO closing (**December 15, 2020**) to complete a business combination[23](index=23&type=chunk)[24](index=24&type=chunk)[35](index=35&type=chunk) - The company consummated its IPO of **20,125,000 units** at **$10.00 per unit**, generating gross proceeds of **$201,250,000**. Simultaneously, the Sponsor purchased **632,500 private placement units** for **$6,325,000**[26](index=26&type=chunk)[27](index=27&type=chunk) - The fair value of the warrant liability decreased significantly from **$11.0 million** at Dec 31, 2020 to **$5.8 million** at March 31, 2021, resulting in a non-cash gain of **$5.2 million**. The valuation method for public warrants was reclassified from **Level 3** to **Level 1** due to the use of observable market prices[74](index=74&type=chunk)[77](index=77&type=chunk) - The company has a commitment to pay deferred underwriting fees of **$7,043,750**, which is payable only upon the completion of a business combination[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its Q1 2021 non-cash driven net income, liquidity, and contractual obligations - The company is a **blank check company** formed on **April 27, 2020**, to effect a business combination, with a focus on the **insurance industry**[100](index=100&type=chunk) Operating Results Summary | Period | Net Income / (Loss) | Key Driver | | :--- | :--- | :--- | | Quarter ended Mar 31, 2021 | $4,997,348 | $5.2M gain on warrant liability fair value | | Year ended Dec 31, 2020 | ($1,784,919) | $0.6M loss on warrant liability fair value & offering costs | - As of March 31, 2021, the company had **$1,303,312** in cash available outside the trust account to fund its search for a target business and cover operating expenses[109](index=109&type=chunk) - The company has a contractual obligation to pay its Sponsor **$10,000 per month** for administrative support and owes **$7,043,750** in deferred underwriting commissions, payable upon completion of a business combination[117](index=117&type=chunk)[119](index=119&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company believes its market risk is minimal, as IPO proceeds in the Trust Account are invested in short-term U.S. government securities - The company's market risk is considered **minimal** as proceeds from the IPO are invested in **short-term U.S. government securities** or money market funds holding U.S. treasuries[128](index=128&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective as of March 31, 2021, due to a material weakness, yet financial statements are fairly presented - Management evaluated disclosure controls and procedures and concluded they were **not effective** as of March 31, 2021, due to a previously disclosed **material weakness**[130](index=130&type=chunk) - Notwithstanding the material weakness, management asserts that the interim financial statements are **fairly presented** in all material respects[131](index=131&type=chunk) - **No changes** were made to the internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the internal controls[132](index=132&type=chunk) [PART II – OTHER INFORMATION](index=29&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has **no legal proceedings** to report[135](index=135&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) The company refers to its Annual Report on Form 10-K for a detailed discussion of risk factors - For a detailed discussion of risk factors, the report refers readers to the company's previously filed **Annual Report on Form 10-K**[136](index=136&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds - The company reports **'None'** for this item[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports **'None'** for this item[138](index=138&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[139](index=139&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports **'None'** for this item[140](index=140&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and XBRL data - Exhibits filed with the report include **certifications** from the Principal Executive Officer and Principal Financial Officer, as well as **XBRL instance documents**[142](index=142&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39783 DELWINDS INSURANCE ACQUISITION CORP. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if t ...