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United States securities and exchange commission logo
January 19, 2023
Robert Potashnick
Chief Financial Officer
FOXO Technologies Inc.
729 N. Washington Ave., Suite 600
Minneapolis, MN 55401
Re:FOXO Technologies Inc.
Registration Statement on Form S-1
Filed December 23, 2022
File No. 333-268980
Dear Robert Potashnick:
            We have limited our review of your registration statement to those issues we have
addressed in our 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.
Registration Statement on Form S-1
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale.  Highlight any differences in the current trading
price, the prices that the Sponsor, private placement investors and other selling
securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants.  Disclose that while the Sponsor,
private placement investors and other selling securityholders may experience a positive
rate of return based on the current trading price, the public securityholders may not
experience a similar rate of return on the securities they purchased due to differences in
the purchase prices and the current trading price.  Please also disclose the potential profit
the selling securityholders will earn based on the current trading price.  Lastly, please

 FirstName LastNameRobert Potashnick
 Comapany NameFOXO Technologies Inc.
 January 19, 2023 Page 2
 FirstName LastNameRobert Potashnick
FOXO Technologies Inc.
January 19, 2023
Page 2
include appropriate risk factor disclosure.
2.Please revise to update your disclosures throughout the filing to address areas that appear
to need updating in light of developments since the consummation of your Business
Combination.  Non-exclusive examples of areas where disclosure should be updated are as
follows:
•Revise throughout to disclose your planned sale of FOXO Life to Security National
Life Insurance Company, as disclosed in your Form 8-K filed January 12, 2023, and
discuss its impact upon your planned business activities;
•Revise the Prospectus Summary to disclose the reasons the ELOC and Forward
Purchase Agreements with the Cantor Investor and Meteora, respectively, were
terminated; and
•Revise the Prospectus Summary to disclose the reasons why Jon Sabes and Steve
Sabes were terminated as the company’s Chief Executive Officer and Chairman and
Chief Operating Officer, respectively.  In this regard, we note that your registration
statement filed in connection with your Business Combination included risk factor
disclosure that your future success depends in large part on the continued
participation in the business of Jon Sabes, FOXO’s founder and Chief Executive
Officer of the combined company.  Please update your disclosure to address the risks
related to Jon Sabes's departure.
Cover Page
3.For each of the Class A common shares and warrants being registered for resale, disclose
the price that the selling securityholders paid for such shares and warrants or the securities
overlying such shares and warrants.
4.Disclose the exercise price(s) of the warrants compared to the market price of the
underlying security.  If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants.  Provide similar disclosure in the
prospectus summary, risk factors, MD&A and use of proceeds section and disclose that
cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
5.We note the significant number of redemptions of your Class A Common Stock in
connection with your Business Combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  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 also highlight the significant negative impact sales of shares on
this registration statement could have on the public trading price of your Class A Common
Stock.

 FirstName LastNameRobert Potashnick
 Comapany NameFOXO Technologies Inc.
 January 19, 2023 Page 3
 FirstName LastNameRobert Potashnick
FOXO Technologies Inc.
January 19, 2023
Page 3
Risk Factors, page 8
6.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your Class A Common Stock.  To illustrate this risk, disclose the purchase price of the
securities being registered for resale and the percentage that these shares currently
represent of the total number of shares outstanding.  Also disclose, if true, that even
though the current trading price is significantly below the SPAC IPO price, certain private
investors may have an incentive to sell because they may still profit on sales because of
the lower price that they purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
33
7.We note that the projected revenues for 2022 were $2 million, as set forth in the unaudited
prospective financial information FOXO’s management provided to Delwinds in
connection with the evaluation of the Business Combination.  We also note that your
actual revenues for the Nine Months Ended September 30, 2022 were approximately $93
thousand.  It appears that you will miss your 2022 revenue projection.  Please update your
disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated
information about the company’s financial position and further risks to the business
operations and liquidity in light of these circumstances.
Overview, page 33
8.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of your Class A
Common Stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the Business Combination.  If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
9.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of your Class A Common Stock.
10.We note that in connection with the termination of your Forward Purchase Agreement
with Meteora you repurchased the remaining shares subject to the agreement that Meteora
had not already sold in the open market and were not part of the maturity consideration.
Please revise to disclose the number of shares you repurchased and the per share and
aggregate consideration you paid.  Additionally, discuss the impact of the repurchases on
the cash you have available for other purposes and to execute your business strategy.
Provide cross references to this discussion elsewhere in the prospectus where this
agreement is referenced.

 FirstName LastNameRobert Potashnick
 Comapany NameFOXO Technologies Inc.
 January 19, 2023 Page 4
 FirstName LastName
Robert Potashnick
FOXO Technologies Inc.
January 19, 2023
Page 4
Executive Compensation, page 79
11.We note that subsequent to the filing of Form S-1, the company's fiscal year
ended.  Accordingly, your next amendment should include updated executive
compensation information for your most recently completed fiscal year pursuant to Item
402 of Regulation S-K.  For guidance, refer to Question 117.05 of the Compliance and
Disclosure Interpretations for Regulation S-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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