SecProbe.io

July 10, 2025
Peter Colis
Chief Executive Officer
Ethos Technologies Inc.
90 New Montgomery Street, Suite 1500
San Francisco, CA 94105
Re:Ethos Technologies Inc.
Draft Registration Statement on Form S-1 Submitted June 12, 2025
CIK No. 0001788451
Dear Peter Colis:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted June 12, 2025
Our Platform, page 2
1.We note the statement on page 4 that your platform combines your DTC channel "and
third-party distribution channels on a single digital platform." Please revise here and
where appropriate to quantify the approximate percentage of Activated Policies and
Consumers that come through the DTC channel versus the third-party distribution
channels on your platform. Clarify the key distinguishing feature(s) between them.
For example, are DTC channel Activated Policies and Consumers distinguished
because they come directly through your website without any agent or agency
involvement?

July 10, 2025
Page 2
Our Opportunity
Ethos Addresses a Large and Growing Market Opportunity, page 8
2.Please provide a reasonable basis for the following statements:
•Your technology platform enables you to scale "more rapidly and more
profitably" than traditional carriers, on page 2;
•Modern third-party provided systems "lack the sophistication" of your natively
built platform and instead typically store data in "inaccessible, poorly structured
formats, complicating integration and analysis," on page 8; and
•"Ethos holds a powerful early mover advantage as one of the only scaled
technology platforms in the life insurance industry," on page 110.
We rely on a limited number of carriers, page 27
3.We note your disclosure that three carriers accounted for 97% and 98%, of your total
revenue for the years ended December 31, 2023 and 2024. Additionally, in each of the
years ended December 31, 2023 and 2024, approximately 13% and 26%, respectively,
of your revenue was generated through three of your most significant agency
relationships. We also note references to contracts with your most significant agency
relationships on page 27 and your insurance carriers on page 97. Please revise your
disclosure here and in the business section beginning on page 102 to identify the
carriers and agencies. Please disclose the material terms of the agreements where
appropriate and file them as exhibits.
Risks Related to Our Business
Fluctuations or an overall decline in economic activity, page 37
4.Please revise Risk Factors and/or where appropriate to clarify where the insurance
industry currently is in terms of its cyclical nature.
Our inability to retain or hire qualified employees, page 39
5.We note your disclosure here that your business operations depend on the adequacy of
your plan for the succession of your senior management, including your founders,
executives, and key personnel. If material, please revise to discuss the extent to which
your key personnel are covered by employment or non-compete contracts.
Our Financial Model, page 77
6.We note your disclosure on page 78 that "[f]or policies that are sold on [y]our
platform directly to consumers, [you] incur marketing as well as underwriting costs,
and for policies that are sold through a third-party channel on [y]our platform, [you]
incur the costs of agent payments, as well as underwriting-related costs." Please revise
this section, and where appropriate, to provide approximate quantification for each of
the DTC and third-party channels.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Agent Payments, page 79
Please revise your filing to clarify whether you are entitled to recover all or a portion 7.

July 10, 2025
Page 3
of the total agent payment if the policy terminates after one year.
8.We note disclosure that you offer agents production-based incentives and rewards
from time to time, which are included in sales and marketing expenses. Please
quantify these incentives and rewards for each period presented, if material, along
with an explanation of the incentives and rewards offered to agents during the periods
presented.
Key Business Metrics and Non-GAAP Financial Measures, page 80
9.We note disclosure of your total activated policies for each year. Please also revise
your filing to disclose, here or where appropriate, your total number of outstanding
active policies for each year presented.
10.Please revise your filing to disaggregate your total activated policies for each product
offering as we note “other products” generated $51 million in revenue during the
fiscal year ended December 31, 2024 compared to $12 million for the fiscal year
ended December 31, 2023.
Average Revenue Per Unit, page 81
11.We note disclosure that the majority of term life insurance sales are made directly to
consumers through your website, while other products are typically sold through your
third-party channel primarily through agents. Please revise your disclosure of
activated policies on page 80 to separately disclose those sold directly to
consumers and those sold by agents and discuss any trends in sales of activated
policies through these distribution channels. Please also revise your filing to discuss
the benefits of selling directly to consumers compared to using agents to sell policies.
Strategic Carrier Relationships, page 86
12.We note that your top three carriers by distribution are also your longest tenured
carriers. You also disclose on page 27 that your top three carrier relationships
represented approximately 97% and 98% of your total revenues as of December 31,
2023, and 2024, respectively. Please revise your filing to disclose the amount of
revenues recognized for each period from each of these three carriers, and consider
enhanced disclosures that provide information about the extent of your reliance on
these major customers including, for instance, the insurance products offered, number
of activated policies, etc.
Revenue , page 91
13.Please revise your filing to disaggregate your revenues and activated policies
separately for your term life insurance and other products for each period presented
along with an understanding for the reason(s) for growth during the fiscal year ended
December 31, 2024 as we note other products revenues have increased 313% during
this time period.
We also note disclosure on page 88 that in future periods following policy activation
you record in-period adjustments in revenue as the applicable persistency estimates
are updated. Further, we note disclosure on page F-17 of “net commission revenue
adjustment from change in estimate” totaling $7.8 million and $26 million for fiscal 14.

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years ended December 31, 2023 and 2024, respectively. Please revise your filing to
include a discussion of the reason(s) for these revenue adjustments as your current
disclosure only indicates revenues increased due to an increase in activated policies.
Sales and Marketing, page 91
15.We note your sales and marketing expenses are primarily comprised of advertising
expenses, agent payments, underwriting costs for non-activated policies, and overhead
costs allocated on a headcount basis as disclosed on page 88. Given sales and
marketing expenses represent your largest expense, please revise your filing to
disaggregate your sales and marketing expenses included in your tabular presentation
for each period and provide a detailed understanding of the underlying reason(s) for
increases in these expenses.
Liquidity and Capital Resources, page 99
16.We note your disclosure on page 57 that you "have sold commissions receivable in
the past as part of [y]our liquidity strategy and may engage in such arrangements in
the future." We also note your disclosure on page 98 that "[f]rom time to time, [you]
enter into agreements to sell a portion of [y]our commissions receivable." Please
revise to clarify the extent to which you have plans or arrangements in place to
conduct these activities in the future, and summarize the historical activities within the
periods covered by the financial statements if not already disclosed.
Business
Company Overview, page 102
17.Please revise this section to disclose any assigned financial strength rating, if
applicable. Revise your risk factors accordingly.
Our Business Model, page 103
18.Please revise to summarize the standard terms of your relationships with agents,
agencies and carriers. In this regard, we note your disclosure on page 26 that "[u]nder
certain of our carrier contracts, upon certain policy terminations, we are obligated to
repay to our carriers or their affiliates all or a portion of the commissions received."
Additionally, we note your disclosure on page 35 that "[u]pon termination of a policy
within certain time periods of activation, we are entitled to recoup all or a portion of
agent payments." Please provide additional details about the policy termination,
recoupment and other material terms.
We note the reference on page 107 to consumers applying and receiving decisions "in
minutes, not weeks," unlike traditional processes, and that you do not require in-
person blood tests, urine analysis or medical exams. We also note the statement on
page 29 that you rely on prescription data, medical records, and other consumer
information provided by unaffiliated vendors. Please revise to clarify how your
underwriting and decision-making processes and business model address the apparent
need for consumer medical information that other entities obtain through traditional
processes. For example, it is unclear if (1) you believe third-party vendors provide
you with the same level of medical information as under traditional processes, and (2)
the speed of approval comes at a notable cost to accuracy of underwriting and 19.

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decision-making. Please revise Risk Factors as appropriate and advise us, with a view
to disclosure to the Risk Factors on pages 26-27, if making underwriting decisions in
minutes, not weeks, limits the number of carriers you are able to work with.
Distribution, page 104
20.We note the statement that your platform integrates with third-party channels such as
fintech companies via application programming interfaces, or APIs, allowing these
companies to quote, process, and activate policies within their own platform. We also
note the statement on page 31 that agencies and agents "operate independently and are
responsible for their own sales practices, data privacy and security, and marketing
activities." Please revise to explain the standard terms and arrangements with these
agencies and agents, especially with respect to monitoring practices under state
licensing and other regulations. As a non-exclusive example, it is unclear to what
extent you are able to monitor or direct the actions of agencies and agents seeking
to terminate policies issued by carriers you have relationships with and replace them
with policies issued by carriers you "do not contract with, which is a practice that
[you] prohibit," as stated on page 31.
Our Competitive Strengths, page 110
21.We note your disclosure that you "work with multiple carriers, each uniquely suited
for specific product categories and risk characteristics." Please revise to further clarify
the specific product categories, risk characteristics, the types of carriers you work
with, and how you connect with them to provide context for the statements that you
find the most suitable carrier.
Our Growth Strategies
Expand Our Product Portfolio:, page 111
22.We note your disclosure, here and throughout your prospectus, that you intend to
launch additional products on your platform. We also note your disclosure on page 57
regarding the potential need for additional financing. To the extent applicable, please
revise the disclosure of your planned operations to describe each new product line you
plan to add and disclose your planned timelines, if any; and further clarify the need for
additional financing to accomplish the expansion.
Our Products, page 111
23.We note your tabular disclosure of insurance product offerings on page 113. Please
revise your filing to expand your tabular disclosure to explain each of the five term
life insurance products and two whole life insurance products offered.
Our Employees and Culture, page 117
24.We note your discussion on page 118 about your employees and that they are located
in "San Francisco and Bengaluru, India, as well as remotely across the United States
and in select additional countries such as Singapore." Please revise to disclose how
many full-time employees you have and clarify by geography the nature of the
operations if material to an understanding of your business and employees.

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Page 6
Executive Compensation, page 129
25.Please revise your summary compensation table to include the compensation of
Lingke Wang, or advise. Refer to Item 402(a)(3) of Regulation SK.
Certain Relationships and Related Party Transactions, page 144
26.Please refer to Tender Offer on page 144. For the executive officers' sales, please
disclose the approximate discount of the acquisition price, if any, to the sales price.
27.Please revise to provide the material terms and amounts (e.g., preferred stock and
investment amounts) involved in the voting, management rights and other agreements
listed under "Investors’ Rights, Management Rights, Voting and Co-
Sale Agreements."
Accounts Receivable, Net, page F-16
28.Please revise your filing to include a tabular disclosure of your accounts receivable
activities similar to your disclosure of commissions receivables, net on page F-17.
Note 8. Other Current Liabilities, page F-21
29.Please revise your filing to explain what your persistency reserve liability represents
and the reason(s) for the increase in this liability as of December 31, 2024.
            Please contact John Spitz at 202-551-3484 or Michael Henderson at 202-551-3364 if
you have questions regarding comments on the financial statements and related
matters. Please contact Aisha Adegbuyi at 202-551-8754 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Jon Avina, Esq.