Correspondence 0001213900-23-010648 from FOXO TECHNOLOGIES INC. (FOXO)
FOXO TECHNOLOGIES INC.
Date: Feb. 13, 2023 · CIK: 0001812360 · Accession: 0001213900-23-010648
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File numbers found in text: 333-268980
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CORRESP
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FOXO
Technologies Inc.
February 13, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
RE: FOXO Technologies Inc.
Amendment No. 2 to Registration Statement on
Form S-1
Filed February 10, 2023
File No. 333-268980
Acceleration Request
Requested Date: Tuesday, February 14, 2023
Requested Time: 3:00 p.m. Eastern Time
Ladies and Gentlemen:
In accordance with Rule 461
under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests
that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced
Registration Statement on Form S-1 (File No. 333-268980) (the “Registration Statement”) to become effective
on Tuesday, February 14, 2023, at 3:00 p.m. Eastern Time, or as soon thereafter as possible, or at such later time as the Registrant or
its outside counsel, Mitchell Silberberg & Knupp LLP, may orally request via telephone call to the staff.
Once the Registration Statement
has been declared effective, please orally confirm that event with our outside counsel by calling Blake Baron at (917) 546-7709.
Very truly yours,
FOXO Technologies Inc.
By:
/s/ Tyler Danielson
Tyler Danielson
Interim Chief Executive Officer
FOXO Technologies Inc. – 729 N. Washington
Ave., Suite 600, Minneapolis, MN 55401– Tel: 612.562.9447