SEC Company Response from Ethos Technologies Inc. (LIFE) (CIK 0001788451) (LIFE) — Sep 26, 2025
Ethos Technologies Inc. (LIFE) (CIK 0001788451)
Date: Sept. 26, 2025 · CIK: 0001788451 · Accession: 0001193125-25-219980
AI Filing Summary & Sentiment
Referenced dates: September 16, 2025
Letter
Response Letter
Jon C. Avina
T: +1 650 843 5307
javina@cooley.com
September 26, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Finance
Washington, D.C. 20549
Attn: John Spitz
Michael Henderson
Aisha Adegbuyi
James Lopez
Re: Ethos Technologies Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August 27, 2025
CIK No. 0001788451
Ladies and Gentlemen:
On behalf of Ethos Technologies Inc. (the “Company”), we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated September 16, 2025 with respect to Amendment No. 2 to the Company’s draft registration statement on Form S-1, confidentially submitted on August 27, 2025. The Company is concurrently filing its Registration Statement on Form S-1 (the “Registration Statement”), which incorporates changes in response to the Comments and certain other changes.
Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of the Company’s responses correspond to the page numbers of the Registration Statement, as filed on the date hereof.
Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted August 27, 2025
Management’s Discussion and Analysis
Results of Operations
Revenue, page 94
1. Please revise your filing to ensure that the amounts included in your tabular presentation of total revenues for DTC channel revenues and third-party channel revenues total the amounts reported for total revenues for both the six-months ended June 30, 2025 and 2024.
U.S. Securities and Exchange Commission
September 26, 2025
Page
Response: In response to the Staff’s comment, the Company has revised the disclosure on page 99 of the Registration Statement.
Business
The Ethos Platform, page 115
2. We note your response to prior comment 4 and the statement that you receive medical records and prescription data from your counterparties. With a view to clarifying disclosure to the extent material to an understanding of your business and the risk factor on page 29, please advise us of the flow of such information used by you. For example, clarify if consumers consent to the information released by third parties when they seek insurance through your platform.
Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 33 and 121 of the Registration Statement.
Notes to Consolidated Financial Statements
Accounts Receivable, Net, page F-18
3. Please refer to prior comment 9. Please revise your filing to also provide a rollforward of your accounts receivable activities for the six-months ended June 30, 2025.
Response: In response to the Staff’s comment, the Company has revised the disclosure on page F-19 of the Registration Statement.
* * *
Please contact me at (650) 843-5307, Jean Park at (212) 479-6131 or Milson C. Yu at (650) 843-5296 with any questions or further comments regarding our responses to the Staff’s Comments. Thank you in advance for your attention to this matter.
Sincerely
/s/ Jon C. Avina
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CORRESP 1 filename1.htm Response Letter Jon C. Avina T: +1 650 843 5307 javina@cooley.com September 26, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Finance Washington, D.C. 20549 Attn: John Spitz Michael Henderson Aisha Adegbuyi James Lopez Re: Ethos Technologies Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted August 27, 2025 CIK No. 0001788451 Ladies and Gentlemen: On behalf of Ethos Technologies Inc. (the “Company”), we are providing this letter in response to comments (the “Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated September 16, 2025 with respect to Amendment No. 2 to the Company’s draft registration statement on Form S-1, confidentially submitted on August 27, 2025. The Company is concurrently filing its Registration Statement on Form S-1 (the “Registration Statement”), which incorporates changes in response to the Comments and certain other changes. Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of the Company’s responses correspond to the page numbers of the Registration Statement, as filed on the date hereof. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted August 27, 2025 Management’s Discussion and Analysis Results of Operations Revenue, page 94 1. Please revise your filing to ensure that the amounts included in your tabular presentation of total revenues for DTC channel revenues and third-party channel revenues total the amounts reported for total revenues for both the six-months ended June 30, 2025 and 2024. U.S. Securities and Exchange Commission September 26, 2025 Page 2 Response: In response to the Staff’s comment, the Company has revised the disclosure on page 99 of the Registration Statement. Business The Ethos Platform, page 115 2. We note your response to prior comment 4 and the statement that you receive medical records and prescription data from your counterparties. With a view to clarifying disclosure to the extent material to an understanding of your business and the risk factor on page 29, please advise us of the flow of such information used by you. For example, clarify if consumers consent to the information released by third parties when they seek insurance through your platform. Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 33 and 121 of the Registration Statement. Notes to Consolidated Financial Statements Accounts Receivable, Net, page F-18 3. Please refer to prior comment 9. Please revise your filing to also provide a rollforward of your accounts receivable activities for the six-months ended June 30, 2025. Response: In response to the Staff’s comment, the Company has revised the disclosure on page F-19 of the Registration Statement. * * * Please contact me at (650) 843-5307, Jean Park at (212) 479-6131 or Milson C. Yu at (650) 843-5296 with any questions or further comments regarding our responses to the Staff’s Comments. Thank you in advance for your attention to this matter. Sincerely /s/ Jon C. Avina Jon C. Avina cc: Peter Colis, Ethos Technologies Inc. Lingke Wang, Ethos Technologies Inc. Porter Nolan, Ethos Technologies Inc. Jean Park, Cooley LLP Milson C. Yu, Cooley LLP John C. Ericson, Simpson Thacher & Bartlett LLP Heidi E. Mayon, Simpson Thacher & Bartlett LLP Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130 t: (650) 843-5000 f: (650) 849-7400 cooley.com