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CORRESP Filing

FOXO TECHNOLOGIES INC.
Date: June 5, 2025 · CIK: 0001812360 · Accession: 0001641172-25-013880

Offering / Registration Process

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File numbers found in text: 333-287818

Date
June 5, 2025
Author
FOXO
Form
CORRESP
Company
FOXO TECHNOLOGIES INC.

Letter

FOXO TECHNOLOGIES INC.

South Rosemary Avenue

Suite

West Palm Beach, FL 33401

June 5, 2025

VIA EDGAR

Division of Corporation Finance

Office of Industrial Applications and Services

Securities and Exchange Commission

Washington, DC 20549

Attention: Ms. Sawicki

Re: FOXO Technologies Inc.

Registration Statement on Form S-1

SEC File No. 333-287818

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of FOXO Technologies Inc., a Delaware corporation (the " Issuer "), respectfully requests that the effective date of the Registration Statement on Form S-1 referenced above be accelerated so that it will become effective at 5:15 P.M., Eastern Time, on June 9, 2025, or as soon as practicable thereafter.

There are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.

The Issuer hereby authorizes Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If you have any questions regarding the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail ( brian@businesslegaladvisor.com ).

Thank you in advance for your assistance.

Very
truly yours,
FOXO
Technologies Inc.

Show Raw Text
CORRESP
 1
 filename1.htm

 FOXO
TECHNOLOGIES INC.

 477
South Rosemary Avenue

 Suite
224

 West
Palm Beach, FL 33401

 June
5, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Industrial Applications and Services

 Securities
and Exchange Commission

 Washington,
DC 20549

 Attention:
Ms. Sawicki

 Re:
 FOXO
 Technologies Inc.

 Registration
 Statement on Form S-1

 SEC
 File No. 333-287818

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the undersigned, on behalf of FOXO Technologies Inc., a Delaware corporation
(the " Issuer "), respectfully requests that the effective date of the Registration Statement on Form S-1 referenced
above be accelerated so that it will become effective at 5:15 P.M., Eastern Time, on June 9, 2025, or as soon as practicable thereafter.

 There
are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has
been filed herewith.

 The
Issuer hereby authorizes Brian Higley of Business Legal Advisors, LLC to orally modify or withdraw this request for acceleration. If
you have any questions regarding the foregoing, please contact Mr. Higley at (801) 634-1984 or by e-mail ( brian@businesslegaladvisor.com ).

 Thank
you in advance for your assistance.

 Very
truly yours,

 FOXO
 Technologies Inc.

 By:
 /s/
 Seamus Lagan

 Name:
 Seamus
 Lagan

 Title:
 CEO

 cc:
Brian Higley, Esq., Business Legal Advisors, LLC