SecProbe.io

August 20, 2025
Peter Colis
Chief Executive Officer
Ethos Technologies Inc.
90 New Montgomery Street, Suite 1500
San Francisco, CA 94105
Re:Ethos Technologies Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 30, 2025
CIK No. 0001788451
Dear Peter Colis:
            We have reviewed your amended 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 and non-public draft submission(s) 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. Unless we note otherwise, any references to prior comments are to comments in
our July 10, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospect Summary
The Ethos Platform, page 3
We note your response to prior comments1and 6. Based on your response
and statements on page 4 and elsewhere, it appears that the DTC and third-party
channels are both on your "platform." However, it is still unclear if your website can
be viewed as synonymous with your platform; what distinguishes DTC activated
policies from the third-party channel policies; and whether the consumer-facing
website or platform appears differently depending on the channel. In this regard, we 1.

August 20, 2025
Page 2
note the reference on page 9 to consumers who prefer the personalized agent
experience and others who opt for the convenience of DTC. How is DTC less
personalized? Do both require phone calls? Do your "over 10,000 active selling
agents" come from the third-party channel and connect digitally with consumers via
your website and/or platform? Additionally, we note that your platform integrates
with fintech companies and others via APIs, "allowing these companies to quote,
process, and activate policies within their own platform." Please revise to further
clarify in quantitative and qualitative terms how DTC is differentiated from third-
party channels on your platform, including third-party channels using APIs. Consider
including a graphic explaining your platform, the DTC and third-party channel on
your platform, and the third-party channels via APIs.
2.Please revise your underwriting discussion on page 4 and where appropriate to clarify
material aspects of the process for the formation and implementation of underwriting
standards. We note the statement on page 4 that "many of our carriers entrust us with
underwriting administration and execution." It is unclear if minimum standards are
laid out in your carrier agreements, which may apply to your and third-parties'
onboarding of policies. Please revise to clarify the relevant terms of your carrier
agreements, how underwriting standards are determined and administered, and clarify
the extent to which these processes are materially different depending on whether the
policy was onboarded via DTC, third-party channels or APIs.
Our Opportunity
Ethos Addresses a Large and Growing Market Opportunity, page 8
3.We note your response to prior comment 2 that your technology platform enables you
to "scale more rapidly and more efficiently than traditional carriers." In addition to
your disclosure regarding "traditional carriers," please revise to provide further
clarification of how your technology, such as time to underwriting decisions,
compares to other non-traditional companies in your industry.
4.We note your revised disclosure and response to prior comment 19. Please revise to
identify the third-party vendors you use to obtain medical records, prescription data
and the other information referenced on pages 29 and 107. Please advise us why you
believe these are not material agreements required to be filed under Item 601(b)(10)
of Regulation S-K.
Management’s Discussion and Analysis
Key Factors Affecting our Performance, page 86
Please refer to prior comment 1 regarding your platform's DTC and third-party
channels. We note the statement that the majority of your product portfolio may be
sold through either channel. For your key insurance products (which appear to
be Term Life Insurance, Whole Life Insurance, and Indexed Universal Life
Insurance), please revise to further clarify key product availability and significant
pricing and expense differences so that the reader can better understand period to
period trends and the evolving channel and product mix. Clarify how the company
seeks to optimize its distribution channels "as key levers for growth." Please also
provide quantified disclosure of material differences in margins and key metrics such 5.

August 20, 2025
Page 3
as ARPU disaggregated by DTC and third-party channels, including, if material, via
APIs as discussed on page 106.
Results of Operations
Revenue, page 93
6.Please refer to prior comments 13 and 23. We note on page F-16 the significant
increase in Commission revenue from "Other products" during fiscal years ended
December 31, 2024 and 2023, and your disclosure on page 8 that your "core insurance
products" consist of term life insurance, whole life insurance, and indexed universal
life insurance. Given your brief disclosure on page 93 that your revenues have
increased due to the accelerated growth of your whole life insurance and indexed
universal life insurance products of your third party channel, please revise your
MD&A to provide an enhanced explanation of the reason(s) for the growth in "Other
products" during the fiscal year ended December 31, 2024. Further, please revise to
include a tabular disclosure of your revenues disaggregated by "core insurance
products" and by channel (i.e. DTC or third-party channel) along with an enhanced
discussion as to the reason(s) for these period-over-period changes and describe any
known trends or uncertainties impacting these revenues, or tell us why you do not
believe these disclosures would be meaningful to an investor. Please refer to Item
303(b)(2) of Regulation S-K.
7.We note your response to prior comment 20 and reference to maintaining
"relationships with select third-party fintech companies." Please revise to clarify the
extent to which revenues and/or expenses associated with these relationships are
material to your operations.
Costs and Expenses
Sales and Marketing, page 94
8.Please refer to prior comment 15. We note your disclosure on page 94 that the
increase in sales and marketing expenses during the fiscal year ended December 31,
2024 was primarily driven by a $37.4 million increase in agent payments and
advertising spend, and that these expenses increased 120% and 13%, respectively.
Since these expenses relate to the continued scale of both your direct to consumer and
third-party channels, we believe quantification of your agent payments and
advertising spend expenses for each period presented would provide meaningful
information to an investor. Given the significant variance in their increase noted in the
above period, please revise your filing to disclose your agent payments and
advertising spend expenses for all periods presented, or tell us in further detail why
you believe disclosure of these expenses may be misleading by causing investors to
draw incorrect conclusions regarding your performance, margins, and business
outlook. Please refer to Item 303 of Regulation S-K.
Notes to Consolidated Financial Statements
Accounts Receivable, Net, page F-16
Please refer to prior comment 28. Please provide us with a rollforward of your
accounts receivable activities for each period presented as we are unable to reconcile
your accounts receivable, net for each period presented based upon your revised 9.

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disclosure, the "amounts recognized as accounts receivable" transferred from
commissions receivables on page F-17, and changes in accounts receivable balances
as presented in your Consolidated Statement of Cash Flows on page F-6. Please
provide us with a rollforward of your accounts receivable activities and, given the
significance of these account balance to your financial statements, revise to include a
tabular disclosure of your accounts receivable activities for each period presented.
            Please contact John Spitz at 202-551-3484 or Michael Henderson at 323-965-3807 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.