SEC Comment Letter 0000000000-24-010751 to Health In Tech, Inc. (HIT)
Health In Tech, Inc.
Date: Sept. 20, 2024 · CIK: 0002019505 · Accession: 0000000000-24-010751
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-281853
Letter
September 20, 2024 Julia Qian Chief Financial Officer Health In Tech, Inc. 701 S. Colorado Ave, Suite 1 Stuart, FL 34994 Re:Health In Tech, Inc. Form S-1 filed August 30, 2024 File No. 333-281853 Dear Julia Qian: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Form S-1 filed August 30, 2024 Plan of Distribution, page A-5 1.We note from the disclosure on A-6 that the Selling Shareholder will be subject to applicable provisions of the Exchange Act, and the rules and regulations under that act, including Regulation M. Advise us whether and how you seek to ensure that the selling shareholder will conduct the distribution in accordance with Regulation M. Exhibit 10.7, page II-3 The exhibit index indicates that Exhibit 10.7 is a Form of Subscription Agreement. The exhibit you filed is a Share Purchase Agreement. Please clarify which exhibit is correct. In regard to the Share Purchase Agreement, please clarify whether the disclosure in the third paragraph on page 94 is complete in light of the fact that Roscommon appears to also be a shareholder. In addition, based on Note 8 to the Consolidated Financial Statements, the Series A Preferred Stock has since been converted to Class A Common Stock. Tell us how many shares of Common Stock are owned by Roscommon and who 2.
September 20, 2024 Page 2 were the other holder(s) of the Series A. Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-3437 if you have questions regarding comments on the financial statements and related matters. Please contact Todd Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Finance
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September 20, 2024
Julia Qian
Chief Financial Officer
Health In Tech, Inc.
701 S. Colorado Ave, Suite 1
Stuart, FL 34994
Re:Health In Tech, Inc.
Form S-1 filed August 30, 2024
File No. 333-281853
Dear Julia Qian:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-1 filed August 30, 2024
Plan of Distribution, page A-5
1.We note from the disclosure on A-6 that the Selling Shareholder will be subject to
applicable provisions of the Exchange Act, and the rules and regulations under that act,
including Regulation M. Advise us whether and how you seek to ensure that the selling
shareholder will conduct the distribution in accordance with Regulation M.
Exhibit 10.7, page II-3
The exhibit index indicates that Exhibit 10.7 is a Form of Subscription Agreement. The
exhibit you filed is a Share Purchase Agreement. Please clarify which exhibit is
correct. In regard to the Share Purchase Agreement, please clarify whether the disclosure
in the third paragraph on page 94 is complete in light of the fact that Roscommon appears
to also be a shareholder. In addition, based on Note 8 to the Consolidated Financial
Statements, the Series A Preferred Stock has since been converted to Class A Common
Stock. Tell us how many shares of Common Stock are owned by Roscommon and who 2.
September 20, 2024
Page 2
were the other holder(s) of the Series A.
Please contact William Schroeder at 202-551-3294 or Michael Volley at 202-551-3437 if
you have questions regarding comments on the financial statements and related matters. Please
contact Todd Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Finance