United States securities and exchange commission logo
May 27, 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.
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 13, 2022
File No. 333-264216
Dear Mr. Poole:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our May
5, 2022 letter.
Amendment No. 1 to the Form S-4 filed May 13, 2022
Proprietary Insurance Products, page 212
1. We note your response
to prior comment 12 and reissue in part. Consistent with your
response and the
disclosure added on page 83, please clarify here that the purchase of
Memorial Insurance
Company of America primarily involved the purchase of a license to
conduct insurance
business and not a material amount of existing insurance business, or
advise.
Commercialization of Saliva-Based Epigenic Biomarkers, page 217
2. We note your response
to prior comment 14 and reissue in part. We note your disclosure
Andrew Poole
Delwinds Insurance Acquisition Corp.
May 27, 2022
Page 2
that your research and development efforts are in various stages of
design and completion
and that you may be in a position to begin using epigenetic biomarkers
in a commercial
underwriting context in 2023. We also note your disclosure that the
amount of research
and development you will conduct will depend upon your capital
following the
Transactions, and the amount of research and development you require
to commercially
sell our epigenetic biomarker underwriting technology will depend upon
the results
you obtain from such research. Please expand to briefly explain the
material anticipated
steps involved and the projected material costs involved to get the
technology to the point
where you believe it will be ready for commercialized use. To the
extent the steps and
costs may vary based on the capital available following the
Transactions or the results of
initial research, provide a range of reasonable possibilities that are
anticipated. In
addition, consistent with your disclosure on page 219, clarify
throughout the prospectus
where appropriate that you do not expect to use epigenetic
underwriting technology in the
life insurance products you sell initially, and while you hope to
support commercialization
of your saliva-based underwriting technology by 2023, there is no
guarantee.
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 27, 2022 Page 2 Office of Finance
FirstName LastName