SEC Company Response from Exzeo Group, (XZO) — Oct 16, 2025
Exzeo Group, Inc.
Date: Oct. 16, 2025 · CIK: 0001873951 · Accession: 0001193125-25-240873
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-290500
Letter
Re: Exzeo Group, Inc. Registration Statement on Form S-1 (File No. 333-290500) CIK No. 0001873951 Dear Marc Thomas, Ben Phippen, Eric Envall and James Lopez: On behalf of Exzeo Group, Inc. (the “Company”), we are filing today Amendment No. 1 (the “Amendment”) to the above-referenced Registration Statement. The Amendment includes a price range, the number of shares to be offered, and language pursuant to Rule 473(b) under the Securities Act of 1933, as amended (the “Securities Act”), such that, absent further action by the Staff, the Registration Statement is expected to become automatically effective at 5:30 p.m. Eastern Standard Time on the twentieth day following the date of this filing, or on November 4, 2025, in accordance with Section 8(a) of the Securities Act. The Company will continue to monitor the Commission’s operational status in connection with the proposed offering and may re-evaluate reliance on Section 8(a) if normal government operations resume prior to November 4, 2025. In filing this Amendment, the Company is relying on the Division of Corporation Finance’s guidance titled “ Updated Division of Corporation Finance Actions In Advance of a Potential Government Shutdown ,” dated October 9, 2025. As noted in that guidance, Rule 430A permits the omission of certain information, including pricing and price-dependent disclosures, from the prospectus included in a registration statement that is declared effective. The Staff further stated that it will not recommend enforcement action to the Commission if a company omits such information during a shutdown and the registration statement becomes effective by operation of law pursuant to Section 8(a) of the Securities Act. Consistent with this guidance, the Company has omitted certain price-dependent information from the Amendment pursuant to Rule 430A and intends to include such information in a form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act following the effective date of the Registration Statement. AUSTIN | BOSTON | BRUSSELS | CHICAGO | DALLAS | DENVER | DETROIT | HOUSTON | JACKSONVILLE | LOS ANGELESMADISON | MEXICO CITY | MIAMI | MILWAUKEE | NASHVILLE | NEW YORK | ORLANDO | RALEIGH | SACRAMENTO | SALT LAKE CITYSAN DIEGO | SAN FRANCISCO | SILICON VALLEY | TALLAHASSEE | TAMPA | TOKYO | WASHINGTON, D.C.
ATTORNEYS AT LAW 100 North Tampa Street, Suite 2700 Tampa, FL 33602-5810P.O. Box 3391 Tampa, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX WWW.FOLEY.COM WRITER’S DIRECT LINE 813.225.4122 ccreely@foley.com October 16, 2025 SUBMISSION VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance Washington, DC 20549 Attention: Marc Thomas, Ben Phippen, Eric Envall and James Lopez
October 16, 2025 Page 2 of 2 Should you have any additional questions, please do not hesitate to contact the undersigned at 813.225.4122.
Best regards,
/s/ Curt P. Creely
Show Raw Text
CORRESP 1 filename1.htm CORRESP ATTORNEYS AT LAW 100 North Tampa Street, Suite 2700 Tampa, FL 33602-5810P.O. Box 3391 Tampa, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX WWW.FOLEY.COM WRITER’S DIRECT LINE 813.225.4122 ccreely@foley.com October 16, 2025 SUBMISSION VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Finance Washington, DC 20549 Attention: Marc Thomas, Ben Phippen, Eric Envall and James Lopez Re: Exzeo Group, Inc. Registration Statement on Form S-1 (File No. 333-290500) CIK No. 0001873951 Dear Marc Thomas, Ben Phippen, Eric Envall and James Lopez: On behalf of Exzeo Group, Inc. (the “Company”), we are filing today Amendment No. 1 (the “Amendment”) to the above-referenced Registration Statement. The Amendment includes a price range, the number of shares to be offered, and language pursuant to Rule 473(b) under the Securities Act of 1933, as amended (the “Securities Act”), such that, absent further action by the Staff, the Registration Statement is expected to become automatically effective at 5:30 p.m. Eastern Standard Time on the twentieth day following the date of this filing, or on November 4, 2025, in accordance with Section 8(a) of the Securities Act. The Company will continue to monitor the Commission’s operational status in connection with the proposed offering and may re-evaluate reliance on Section 8(a) if normal government operations resume prior to November 4, 2025. In filing this Amendment, the Company is relying on the Division of Corporation Finance’s guidance titled “ Updated Division of Corporation Finance Actions In Advance of a Potential Government Shutdown ,” dated October 9, 2025. As noted in that guidance, Rule 430A permits the omission of certain information, including pricing and price-dependent disclosures, from the prospectus included in a registration statement that is declared effective. The Staff further stated that it will not recommend enforcement action to the Commission if a company omits such information during a shutdown and the registration statement becomes effective by operation of law pursuant to Section 8(a) of the Securities Act. Consistent with this guidance, the Company has omitted certain price-dependent information from the Amendment pursuant to Rule 430A and intends to include such information in a form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act following the effective date of the Registration Statement. AUSTIN | BOSTON | BRUSSELS | CHICAGO | DALLAS | DENVER | DETROIT | HOUSTON | JACKSONVILLE | LOS ANGELESMADISON | MEXICO CITY | MIAMI | MILWAUKEE | NASHVILLE | NEW YORK | ORLANDO | RALEIGH | SACRAMENTO | SALT LAKE CITYSAN DIEGO | SAN FRANCISCO | SILICON VALLEY | TALLAHASSEE | TAMPA | TOKYO | WASHINGTON, D.C. October 16, 2025 Page 2 of 2 Should you have any additional questions, please do not hesitate to contact the undersigned at 813.225.4122. Best regards, /s/ Curt P. Creely Curt P. Creely