Human Longevity, Inc., and Freedom Acquisition 1 announce their intention to combine

By: Freedom Acquisition I Corporation via Business Wire

June 20, 2022 at 16:00 PM EDT

Listing to accelerate expansion of HLI clinics in key US and International locations to provide precision longevity medicine care to clients worldwide
Strategic owner Freedom Acquisition I (NYSE: FACT), led by Tidjane Thiam, Adam Gishen, and Edward Zeng to retain significant stake
HLI clinics demonstrate attractive returns and payback profile
Transaction values combined company at approximately $1.00 billion, providing HLI with funding to pursue growth and technology innovation
Anticipated transaction signing by third quarter of 2022 and closing by first quarter of 2023, subject to satisfaction of customary conditions

Human Longevity, Inc. (“HLI”), built by the pioneers of the human genome sequencing effort, and Freedom Acquisition I Corporation (“Freedom”) (NYSE: FACT), a publicly traded special purpose acquisition company, announced today that they have signed a non-binding letter of intent (the “Letter of Intent”) for a proposed business combination that would result in HLI becoming a publicly listed company. Upon the closing of the transaction, the combined company would be expected to remain listed on the New York Stock Exchange under a new ticker symbol. There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated.

Human Longevity, Inc.

Pioneered by Dr. J. Craig Venter, listed in Time Magazine’s 2007 and 2008 TIME100 Most Influential People in the World, who significantly advanced the human genome sequencing effort, Human Longevity, Inc. is the global leader in advancing the Human Longevity Care movement, on a mission to discover and harness the technological and biological capabilities that amplify span of life, health, and high-performance. At its core, the company sets out to use data driven health tools to reduce the impact of preventable age-related chronic diseases.

HLI is a first of its kind AI-enabled personalized health intelligence platform that combines genome sequencing, whole body quantitative MRI and blood biomarkers, enabling early detection and disease-mitigating risk assessments of critical diseases. The company has invested over $500 million to date in R&D since 2013, providing a unique patient experience to predict lifetime and short-term risks related to chronic age-related disease. This technology allows HLI to identify disease early, helping to avoid premature death, reduces the risk of catastrophic costs associated with late-stage diagnosis and extends the healthy human lifespan.

Through its premier Human Longevity Care membership program, created by the foremost experts in human longevity to proactively lead members to a longer, healthier life. Picking up where even the most modern healthcare reach stops, Members receive the highest global standard in advanced Human Longevity Care built on cutting-edge genomic insights, whole body quantitative imaging, AI-driven risk detection and prevention, and state-of-the-art brain & body performance insights and interventions.

100+ Total Self Health Assessment:

Members receive 360-degree in-depth precision mapping of their complete self health, including whole genome sequencing, blood-based biomarkers, whole body imaging, bone & muscle strength analysis, nutrition & lifestyle habits, and more. From day-to-day primary care health assessment to the world’s most advanced longevity care mapping, 100+ Members receive complete personalized insight into their whole self health.

Personal Longevity Precision Medicine Physician:

Members receive a dedicated top-tier physician as their personal longevity leader to help them establish and navigate their personalized longevity roadmap built on their unique genome, biology, lifestyle, and longevity vision. The company’s Longevity physicians harness state-of-the-art longevity care technologies and a multi-disciplinary team of experts worldwide to provide access to year-round precision medicine care service custom tailored to each step of member’s personal longevity plans.

Human Longevity, Inc. was founded by genomic pioneer Dr. J. Craig Venter in 2013 and is currently led by Executive Chairman Dr. Wei-Wu He and President Dr. David S. Karow M.D, Ph.D.

Freedom is led by Executive Chairman Tidjane Thiam, formerly CEO of Credit Suisse and Prudential Plc, and Chief Executive Officer Adam Gishen, together with Edward Zeng, a proven entrepreneur with a strong track record of creating value for investors across technology and new lifestyle investments. Tidjane Thiam will join the Board of HLI following close of the transaction.

Dr J. Craig Venter Ph.D. and Co-Founder of HLI said “This is an exciting development for HLI and should allow the company to expand its influence in changing how medicine is practiced. Using advanced MRI imaging, genomics and other non-invasive testing, HLI can detect the presence of diseases, including cancer, at early stages before they become symptomatic. Up to 50% of self-described healthy individuals who have gone through the HLI Health clinics have benefitted from early diagnosis of conditions, many of which have been lifesaving. I am proud of what HLI has accomplished to date and look forward to an exciting future”.

“At HLI, we truly believe that data-driven technologies such as genome sequencing, AI, whole-body MRI will revolutionize human healthcare. We have invested for almost 10 years and over $500 million with an exceptionally dedicated team to put these technologies together to make this a reality for people to delay age-related chronic diseases. We believe this platform will save millions of lives and significantly reduce healthcare cost in the future.” Said Dr. Wei-Wu He. “We are excited to find a like-minded partner at Freedom. “

“We believe the opportunity to democratize and make globally available precision and preventative treatment is exciting and presents a huge opportunity, not only to extend healthy human lifespans but also to drastically reduce the burden placed on health systems in many economies,” said Tidjane Thiam, Chairman of Freedom. “HLI is led by a management team of exceptional quality who have built the leading AI-enabled Health intelligence platform in the US with the opportunity to scale it internationally, addressing the significant opportunity that exists for all to extend their heathy human lifespan. The HLI proposition is attractive to individuals, insurance companies and many healthcare stakeholders, providing great opportunities for sustained, long term growth. We could not be more excited to partner with Wei-Wu and the team as they continue to scale their business globally.”

Edward Zeng, Founder of NextG Tech and deputy Chairman of Freedom Acquisition said “I believe under Tidjane’s global reach and Adam’s execution capabilities, Freedom is well positioned to assist HLI in delivering long term growth and scale. This is an incredibly exciting business combination as HLI’s AI driven health intelligence platform will drive a breakthrough in human longevity healthcare and become available to a wide variety of patients as costs continue to reduce. It is my belief that the very best Special Purpose Acquisition Companies, together with management teams of the highest calibre can create meaningful value for shareholders over time.”

Terms of Letter of Intent

Completion of the proposed transaction is subject to, among other matters, the completion of due diligence, the negotiation and execution of a definitive business combination agreement (the “Business Combination Agreement”), approval by Freedom’s and HLI’s boards of directors, satisfaction of the conditions negotiated in the proposed Business Combination Agreement and approval of the proposed transaction by Freedom’s shareholders. Accordingly, there can be no assurance that a Business Combination Agreement will be entered into or that the proposed transaction will be consummated. Further, readers are cautioned that those portions of the Letter of Intent that describe the proposed transaction, including the consideration to be issued therein, are subject to change.

Assuming Freedom and HLI enter into the proposed Business Combination Agreement, the parties currently expect to seek approval from Freedom’s shareholders by the first quarter of 2023.

The Letter of Intent provides for the new public company to receive $345 million from Freedom’s trust account, assuming no Freedom shareholders exercise redemption rights.

Contingent upon execution of the Business Combination Agreement, Freedom would file a registration statement with the SEC, which would include a proxy statement/prospectus, and each party would file other documents regarding the proposed transaction with the SEC.

About Freedom Acquisition I Corporation

Freedom Acquisition I Corporation is a blank check company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company was established by Tidjane Thiam, Adam Gishen and Abhishek Bhatia to leverage their extensive experience in acquiring, building, operating and scaling global businesses in constantly evolving environments and joined by Edward Zeng, a seasoned entrepreneur in the field of TMT and new lifestyle investment opportunities. To learn more about Freedom, visit www.freedomac1.com

Important Information and Where to Find It

This press release relates to a proposed transaction between Freedom Acquisition I Corporation and HLI. Freedom Acquisition I Corporation intends to file a registration statement (“Registration Statement”), which is expected to include a proxy statement for the solicitation of Freedom Acquisition I Corporation shareholder approval and a prospectus for the offer and sale of Freedom Acquisition I Corporation securities in the transaction, and other relevant documents with the Securities and Exchange Commission (“SEC”) to be used at its extraordinary general meeting of shareholders to approve the proposed transaction with HLI. The proxy statement is expected to be mailed to shareholders as of a record date to be established for voting on the proposed business combination. INVESTORS AND SECURITY HOLDERS OF FREEDOM ACQUISITION I CORPORATION AND HLI ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT ARE EXPECTED TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders would be able to obtain free copies of the registration statement, proxy statement, prospectus and other documents containing important information about Freedom Acquisition I Corporation and HLI once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders will be able to obtain free copies of the documents filed with the SEC by Freedom Acquisition I Corporation in the Investor Relations section of Freedom Acquisition I Corporation’s website at www.freedomac1.com/investor-resources.

Participants in the Solicitation

If the parties execute the proposed Business Combination Agreement, Freedom Acquisition I Corporation and its directors and executive officers may be deemed participants in the solicitation of proxies from Freedom Acquisition I Corporation’s shareholders with respect to the proposed business combination. Information about Freedom Acquisition I Corporation’s directors and executive officers and a description of their interests in the SPAC will be included in the proxy statement/prospectus for the proposed transaction and would be available at the SEC’s website (www.sec.gov). Additional information regarding the interests of such participants will be contained in the proxy statement/prospectus for the proposed transaction when available.

HLI and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Freedom Acquisition I Corporation in connection with the proposed business combination. Information about HLI’s directors and executive officers and information regarding their interests in the proposed transaction will be included in the proxy statement/prospectus for the proposed transaction.

No Offer or Solicitation

This communication shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions. This communication shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any 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 of 1933, as amended (the “Securities Act”).

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the proposed transactions. Freedom Acquisition I Corporation’s and HLI’s actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, Freedom Acquisition I Corporation’s and HLI’s expectations with respect to future performance and anticipated financial impacts of the proposed transaction.

These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Freedom Acquisition I Corporation’s and HLI’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: the approvals, timing, and ability to complete the proposed business combination; our ability to recognize the benefits of the proposed business combination, including future financial and operating results of the combined company, which may be affected by, among other things, the amount of cash available following any redemptions by Freedom Acquisition I Corporation’s stockholders; ‎‎our potential ability to obtain additional financing to complete the proposed business combination transaction;‎ Freedom Acquisition I Corporation’s and HLI’s ability to enter into a definitive agreement with respect to the proposed business combination transaction or to complete the transactions contemplated by the Letter of Intent; matters discovered by the parties as they complete their respective due diligence investigation of the other; our ability to meet NYSE’s listing standards following the consummation of the transactions contemplated by the proposed business combination; the timing of the completion of the proposed business combination; the impact of COVID-19 or other adverse public health developments; costs related to the proposed business combination; changes in applicable laws or regulations; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties that will be detailed in the proxy statement/prospectus to be filed on Form S-4 with the SEC and as indicated from time to time in Freedom Acquisition I Corporation’s filings with the SEC, including Freedom Acquisition I Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors” and other documents filed, or to be filed, with the SEC. Forward looking statements speak only as of the date they are made. Except as required by law, neither Freedom Acquisition I Corporation nor HLI has any intention or obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.