SecProbe.io

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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.

 FirstName LastNameTyler Danielson
 Comapany NameFOXO Technologies Inc.
 February 9, 2023 Page 2
 FirstName LastName
Tyler Danielson
FOXO Technologies Inc.
February 9, 2023
Page 2
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.

 FirstName LastNameTyler Danielson
 Comapany NameFOXO Technologies Inc.
 February 9, 2023 Page 3
 FirstName LastName
Tyler Danielson
FOXO Technologies Inc.
February 9, 2023
Page 3
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