Correspondence 0001213900-24-081497 from Health In Tech, Inc. (HIT)
Health In Tech, Inc.
Date: Sept. 24, 2024 · CIK: 0002019505 · Accession: 0001213900-24-081497
AI Filing Summary & Sentiment
File numbers found in text: 333-281853
Referenced dates: September 20, 2024
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Alexandria
E. Kane
Partner
345 Park Avenue
New York, NY 10154
Direct 212.407.4017
Main 212.407.4000
Fax 212.407.4990
akane@loeb.com
Via Edgar
September 24, 2024
Todd Schiffman and James Lopez
U.S. Securities & Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re:
Health In Tech, Inc.
Form S-1 filed August 30, 2024
File No. 333-281853
Dear Messrs. Schiffman and Lopez:
On behalf of our client, Health In Tech, Inc.
(the “Company” or “HIT”), we hereby provide a response to the comments issued in a letter dated September 20,
2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”). Contemporaneously, we are filing a revised Registration Statement via Edgar (the “Amended Registration Statement”).
For ease of reference, the comments contained
in the Staff’s Letter are reproduced below and are followed by the Company’s response. All page references in the response
set forth below refer to the page numbers in the Amended Registration Statement.
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.
Response: The Company has
provided the Selling Shareholder with a copy of Regulation M to help ensure that the Selling Shareholder will conduct any
distribution in accordance with Regulation M. Furthermore, the Company refers to the Staff’s Frequently Asked Questions About
Regulation M, which notes that Rule 102 of Regulation M does not apply from the time the shares are registered on the shelf until
they are all sold, and “each takedown off the shelf must be analyzed to determine whether it constitutes a distribution”
for purposes of Rule 102. Rule 100 of Regulation M defines a “distribution” as “an offering of securities, whether
or not subject to registration under the Securities Act, that is distinguished from ordinary trading transactions by the magnitude
of the offering and the presence of special selling efforts and selling methods.” The Company is not aware of any factors or
circumstances that would suggest that any such special selling efforts or selling methods, such as investor presentations or road
shows, by or on behalf of the Selling Shareholder have taken or would take place if the Registration Statement is declared
effective. The Company is also not aware of any agreements or understandings with any person with respect to the distribution of the
Selling Shareholder’s shares upon effectiveness of the Registration Statement. Without any special selling efforts or selling methods, the mere size of a potential offering
does not make a proposed sale a “distribution” under Regulation M.
Exhibit 10.7, page II-3
2. 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 were the other holder(s) of the Series A.
Response: The Share Purchase
Agreement (the “Agreement”) previously filed as Exhibit 10.7 has been removed from the exhibit index. The Company does not
consider the Agreement to be material, because all of the shares of Series A preferred stock have been converted into shares of Class
A common stock (as disclosed in the Registration Statement), there are no material ongoing obligations of the Company pursuant to the
Agreement, and no investor party to the Agreement is a related party to the Company. Furthermore, Roscommon Insurance Company (“Roscommon”)
was not a party to the Agreement as an investor or an existing shareholder of the Company. Roscommon was only party to the Agreement because
at the time the Agreement was executed, Roscommon was an entity wholly owned by the Company’s founder and chief executive officer,
Tim Johnson. Investors sought to include additional entities owned by Mr. Johnson as additional parties to the Agreement due to the limited
operating history of the Company at the time of the execution of the Agreement. No shares issued and sold pursuant to the Agreement were
issued and sold to Roscommon. As disclosed in the Registration Statement, Roscommon and Roscommon Captive Management LLC, were sold to
an unrelated party at the end of May 2023. Subsequent to this date, the Company has had no significant involvement in the operations of
Roscommon, which is now controlled by an independent third-party.
Please call me at 212 407-4017
if you would like additional information with respect to any of the foregoing. Thank you.
Sincerely,
/s/ Alexandria E. Kane
Alexandria E. Kane
Partner