United States securities and exchange commission logo
February 9, 2023
Tyler Danielson
Interim Chief Executive Officer
FOXO Technologies Inc.
729 N. Washington Ave., Suite 600
Minneapolis, MN 55401
Re: FOXO Technologies
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed January 30,
2023
File No. 333-268980
Dear Tyler Danielson:
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
January 19, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1. We note your revised
disclosure in response to comments 1 and 3. Please revise to
disclose on the cover
page and pages ii, 6 and 111 the price that the permitted transferees
of the Sponsor paid for
the securities being registered for resale (i.e., the shares of Class A
Common Stock and the
warrants to purchase shares of Class A Common Stock that they
received from the
Sponsor) or advise. Also please disclose the potential profit the selling
securityholders
(including the permitted transferees of the Sponsor) could earn based on
the current trading
price.
Tyler Danielson
FirstName LastNameTyler
FOXO Technologies Inc. Danielson
Comapany9,NameFOXO
February 2023 Technologies Inc.
February
Page 2 9, 2023 Page 2
FirstName LastName
Cover Page
2. We note your revised disclosure in response to comment 5 on pages 9
and 49, in the Risk
Factor and MD&A sections, respectively, and we reissue the comment. To
the extent that
all or most of the shares being registered for resale were purchased
by the selling
securityholders for prices considerably below the current market price
of your Class A
Common Stock, please highlight on your prospectus cover page the
significant negative
impact sales of shares on this registration statement could have on
the public trading price
of your Class A Common Stock.
Prospectus Summary
Recent Developments, page 4
3. We note your revised disclosure in response to comment 2. Please
expand your disclosure
on page 4 to describe the business activities or segments that you
will retain assuming the
sale of FOXO Life Insurance is completed.
Risk Factors
Sales of a substantial number of our securities in the public market by the
Selling
Securityholders..., page 9
4. We note your added risk factor disclosure on page 9 in response to
comment 6. Please
expand this risk factor to disclose the percentage that the securities
being registered for
resale currently represent of the total number of your shares
outstanding. Additionally,
disclose the purchase price of the securities being registered paid by
the permitted
transferees of the Sponsor, or advise. Noting your disclosure in the
third paragraph of this
risk factor, please identify the section and page number in the
prospectus where
differences in the purchase prices paid by the selling securityholders
(including
the permitted transferees of the Sponsor) and public securityholders
is described.
There is no guarantee that the exercise price of our Warrants will ever be less
than the trading
price of our Common Stock..., page 13
5. We note your added risk factor disclosure on page 13 in response to
comment 8 that you
may lower the exercise price of the Public Warrants and the Private
Warrants in
accordance with Section 9.8 of the Warrant Agreement. Please revise
the prospectus
cover page to also disclose that you may lower the exercise price of
the Public Warrants
and the Private Warrants and provide similar disclosure in the
prospectus summary,
MD&A and use of proceeds sections. Also please provide appropriate
cross-references to
your disclosure in the section headed "Description of Securities of
the Company -
Warrants" to accompany this added disclosure.
Tyler Danielson
FirstName LastNameTyler
FOXO Technologies Inc. Danielson
Comapany9,NameFOXO
February 2023 Technologies Inc.
February
Page 3 9, 2023 Page 3
FirstName LastName
Description of Securities of the Company
Warrants, page 104
6. Please revise this section of your filing to disclose whether you have
any current plans or
intentions to lower the exercise price of the Public Warrants and the
Private Warrants in
accordance with Section 9.8 of the Warrant Agreement, as referenced on
page 13. Also
please revise to disclose the material terms of this provision,
including, without limitation:
the circumstances under which you would lower the exercise price
and the purpose
thereof;
how and when the exercise price of each warrant may be adjusted;
and
whether you can lower the exercise price for some but not all
warrants.
Please contact David Gessert at (202) 551-2326 or David Lin at (202)
551-3552 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance