United States securities and exchange commission logo
May 5, 2022
Andrew Poole
Chief Executive Officer
Delwinds Insurance Acquisition Corp.
One City Centre
1021 Main Street, Suite 1960
Houston, Texas 77002
Re: Delwinds Insurance
Acquisition Corp.
Registration
Statement on Form S-4
Filed April 8, 2022
File No. 333-264216
Dear Mr. Poole:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed April 8, 2022
Summary of the Joint Proxy Statement/Consent Solicitation
Statement/Prospectus, page 31
1. Please provide a
graphic depiction of the organization of Delwinds and FOXO prior to the
business combination.
Please also include a post-combination organizational chart that
includes the percentage
of voting power that Delwind's current public shareholders will
have, taking into
account the voting power of any Class V shares.
Parties to the Business Combination
FOXO Technologies, page 31
2. Please also disclose
here that FOXO is a development stage company and has not been
profitable since its
inception. Please also include FOXO's revenues and net losses for the
Andrew Poole
FirstName LastNameAndrew Poole
Delwinds Insurance Acquisition Corp.
Comapany
May 5, 2022NameDelwinds Insurance Acquisition Corp.
May 5,
Page 2 2022 Page 2
FirstName LastName
most recent audited period.
The Proposed Charter will designate a state or federal court located within the
State of Delaware,
page 59
3. We note that your risk factor discusses the additional costs you could
incur associated
with resolving such action in other jurisdictions. Please also
describe the risk that the
choice of forum provision may increase the costs for shareholders to
bring a claim.
Risk Factors
Certain Delwinds warrants are accounted for as a liability, page 65
4. We note your reference to the SEC Staff Statement and as a result of
the Staff Statement
you reevaluated the accounting treatment of the Delwinds warrants.
This statement
appears to qualify the accounting treatment and indicate your
accounting treatment of the
Delwinds warrants is based on the Staff Statement. Please tell us how
this disclosure is
appropriate in light of the audit report that states that the
financial statements are the
responsibility of management and in which your auditor opines that the
financial
statements present fairly, in all material respects, your financial
position and the results of
your operations and cash flows in conformity with accounting
principles generally
accepted in the United States of America.
The Combined Company may redeem unexpired Public Warrants prior to their
exercise at a time
that is disadvantageous for warrant holders, page 67
5. Please clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption. Also expand your disclosure on page 237 to describe
the method of such
notification. In addition, highlight here or in another risk factor
the material risks to
public warrant holders arising from differences between private and
public warrants.
FOXO's underwriting technology and consumer engagement services may now or in
the future
be subject to laws and regulations, page 78
6. Please clarify if there is a risk regarding the legality of using
saliva-based or other
biomarker technology that you intend to use for underwriting
insurance, at either the state
or federal level.
The NTA Proposal, page 120
7. We note the NTA Proposal, if approved, would remove the condition that
the net tangible
assets be at least $5,000,001 prior to the consummation of the merger.
We also note that
this proposal is not conditioned upon any other proposal and appears
this change to the
charter would be in place even if this merger is not consummated.
Please expand to
include a complete explanation of how shareholders will or could be
affected by the
change. Please also include risk factor disclosure regarding this
potential change even if
Andrew Poole
FirstName LastNameAndrew Poole
Delwinds Insurance Acquisition Corp.
Comapany
May 5, 2022NameDelwinds Insurance Acquisition Corp.
May 5,
Page 3 2022 Page 3
FirstName LastName
the merger is not consummated, as applicable. Please provide an
analysis of why a
redemption right is not required in connection with this change, given
the change appears
that it may occur, even if the merger is not consummated, or advise.
The Business Combination Proposal
Interests of Delwinds' Initial Stockholders, Directors and Officers in the
Business Combination,
page 132
8. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on the completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company's officers and directors, if
material. Provide similar
disclosure, as applicable, under "Questions and Answers About the
Delwinds Special
Meeting," at page 15.
Background of the Business Combination, page 135
9. Please disclose the negotiation of any arrangements whereby any
shareholder agreed to
waive its redemption rights.
Certain Projected Financial Information, page 150
10. We note your attempt to limit reliance on the disclosed financial
projections. Although
you may place the disclosed information in appropriate context, by
disclosing
underlying assumptions and discussing the purposes for which the
information was
prepared, because this information constitutes public disclosure, you
may not limit
reliance in this way. Please revise to remove broad limitations on
reliance.
Redemption Rights for Public Stockholders upon Completion of our Initial
Business
Combination, page 187
11. We note that certain shareholders agreed to waive their redemption
rights. If applicable,
please describe any consideration provided in exchange for this
agreement.
Insurance Products Platform: FOXO Life, page 209
12. Please clarify if FOXO'x purchase of Memorial Insurance Company of
America involved
the purchase of a material amount of existing insurance business, or
if it primarily
involved the purchase of a license to conduct insurance business. Also
provide such
clarity on pages 43 and 79 when referencing its acquisition of a life
insurance company.
13. Please provide support for the statement that in your experience
legacy life insurance
carriers operate on legacy technology, cannot rapidly prototype and
iterate, and are
challenged to effectively use technology to improve their products and
realize cost
efficiencies, or revise to state as your belief.
Andrew Poole
FirstName LastNameAndrew Poole
Delwinds Insurance Acquisition Corp.
Comapany
May 5, 2022NameDelwinds Insurance Acquisition Corp.
May 5,
Page 4 2022 Page 4
FirstName LastName
Commercialization of Saliva-Based Epigenic Biomarkers, page 214
14. We note your disclosure that you are still early in development of
your epigenetic
biomarker technology and currently have various research initiatives
to further develop,
improve and validate epigenetic biomarkers with accuracies for
commercialized use.
Please expand to briefly explain the material anticipated steps
involved, timelines, and any
material costs involved to get the technology to the point where you
believe it will be
ready for commercialized use.
Technology Operations, page 216
15. We note that FOXO is developing an operational software platform with
advanced
architecture in lieu of using currently available industry software
plug and play options.
We further note that its ability to develop this technology innovation
stack is supported by
what it believes are best-in-class no-code software and cloud
computing platforms. Please
balance your disclosure about the anticipated benefits of developing a
custom operating
platform with a brief discussion of the potential risks involved, as
well at the expected
costs and timelines. Also, identify the best-in-class no-code software
and cloud
computing platforms with which you reference and intend to utilize.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
FOXO
Results of Operations
Research and Development, page 225
16. We note that the increase in the research and development expenses was
primarily due to
costs associated with sponsored research projects with Harvard
University s Brigham and
Women s Hospital, the U.S. Department of Health and Human Services,
and The
Children s Hospital of Philadelphia. Please revise to expand your
discussion to quantify
the costs associated with each project during the periods presented,
as well as greater
clarity into the stage of the project and nature of the costs
incurred.
Beneficial Ownership of Securities, page 256
17. Please provide the natural person(s) who have voting and dispositive
control over the
shares owned by Shaolin Capital Management LLC, Saba Capital
Management,
L.P., Adage Capital Partners, L.P., and Cinctive Global Master Fund
Ltd.
Board Committees, page 263
18. We note your disclosure on page 72 that you may be exposed to security
incidents related
to your platforms. To the extent cybersecurity risks are material to
your business, please
disclose here or in another appropriately captioned section the nature
of the board s role in
overseeing your cybersecurity risk management, the manner in which the
board will
administer this oversight function and any effect this will have on
the board s leadership
Andrew Poole
Delwinds Insurance Acquisition Corp.
May 5, 2022
Page 5
structure.
Consolidated Statements of Stockholders Equity' (Deficit) and Members' Equity,
page F-23
19. We note your presentation of adjustments for the Corporate Conversion
during the year
ended December 31, 2020. Please provide us with your accounting
analysis explaining
the adjustments, including the adjustment to accumulated deficit of
$(12,494), recognized
to give effective Corporate Conversion.
Notes to Consolidated Financial Statements
Note 3. Summary of Significant Accounting Policies
Revenue Recognition, page F-28
20. We note your disclosure that the Company earns royalties on epigenetic
biomarkers global
sales and commissions on life insurance policies based on a percentage
of premiums paid.
Please revise your disclosure to quantify or provide a range of the
percentage amounts
generated for the royalties and commissions.
Exhibits and Financial Statement Schedules, page II-1
21. Please confirm that you will file the employment agreements referenced
on pages 124 and
270 as exhibits once you enter into them with your officers.
General
22. Please include the preliminary proxy card with the next amendment.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Michael Henderson at 202-551-3364 or Robert Klein at
202-551-
3847 if you have questions regarding comments on the financial statements and
related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at
202-551-3210 with any
other questions.
FirstName LastNameAndrew Poole Sincerely,
Comapany NameDelwinds Insurance Acquisition Corp.
Division of
Corporation Finance
May 5, 2022 Page 5 Office of Finance
FirstName LastName