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SEC Comment Letter 0000000000-24-011531 to Health In Tech, Inc. (HIT)

Health In Tech, Inc.
Date: Oct. 11, 2024 · CIK: 0002019505 · Accession: 0000000000-24-011531

Regulatory Compliance Offering / Registration Process Financial Reporting

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File numbers found in text: 333-281853

Date
October 10, 2024
Author
Office of Finance
Form
UPLOAD
Company
Health In Tech, Inc.

Letter

October 10, 2024 Tim Johnson Chief Executive Officer Health In Tech, Inc. 701 S. Colorado Ave, Suite 1 Stuart, FL 34994 Re:Health In Tech, Inc. Amendment No. 2 to Form S-1 Filed October 3, 2024 File No. 333-281853 Dear Tim Johnson: We have reviewed your amended registration statement and have the following comment. 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. Unless we note otherwise, any references to prior comments are to comments in our October 2, 2024 letter. Amendment No. 2 to Form S-1 filed on October 3, 2024 General 1.We note your response to comment four and your revised legal opinion filed as Exhibit 5.1. Please revise your legal opinion to either provide any opinion from counsel that is admitted to practice in Nevada, or to not qualify the legal opinion by noting that counsel is licensed in Ohio rather than Nevada. Refer to Section II.B.3.c. of Legality and Tax Opinions in registered Offerings: Staff Legal Bulletin No. 19 (CF) for additional guidance.

October 10, 2024 Page 2 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 Eric Envall at 202-551-3234 or James Lopez at 202-551-3536 with any other questions. Sincerely, Division of Corporation Finance Office of Finance

Show Raw Text
October 10, 2024
Tim Johnson
Chief Executive Officer
Health In Tech, Inc.
701 S. Colorado Ave, Suite 1
Stuart, FL 34994
Re:Health In Tech, Inc.
Amendment No. 2 to Form S-1
Filed October 3, 2024
File No. 333-281853
Dear Tim Johnson:
            We have reviewed your amended registration statement and have the following
comment.
            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. Unless we note
otherwise, any references to prior comments are to comments in our October 2, 2024 letter.
Amendment No. 2 to Form S-1 filed on October 3, 2024
General
1.We note your response to comment four and your revised legal opinion filed as
Exhibit 5.1. Please revise your legal opinion to either provide any opinion from
counsel that is admitted to practice in Nevada, or to not qualify the legal opinion by
noting that counsel is licensed in Ohio rather than Nevada. Refer to Section II.B.3.c.
of  Legality and Tax Opinions in registered Offerings: Staff Legal Bulletin No. 19
(CF) for additional guidance.

October 10, 2024
Page 2
            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 Eric Envall at 202-551-3234 or James Lopez at 202-551-3536 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance