SecProbe.io

CORRESP
1
filename1.htm

SEC Response Letter

 Darin Smith

Associate General Counsel

 (319) 573-2676

 August 20, 2025

VIA EDGAR

 Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549-8629

Re:
 Structured Capital Strategies® Premier

 Initial N-4 Filing

filed on Form N-4 on March 7, 2025

Equitable Financial Life Insurance Company

File No. 333-285624

 Structured
Capital Strategies® Premier

 Initial N-4 Filing

filed on Form N-4 on March 7, 2025

Equitable Financial Life Insurance Company of America

File No. 333-285625

 Dear Mr. Oh:

The purpose of this letter is to provide a response to oral supplemental comments you provided with respect to the above-referenced filings. As discussed, we
have made the revisions as requested.

 Moreover, as we also discussed:

•

 The missing Initial Summary Prospectus is included herewith and will be filed as an exhibit in the next
pre-effective amendment to the Registration Statement. Any other missing information and exhibits will be filed in the next pre-effective amendment to the Registration Statement.

•

 We understand when a comment is made regarding disclosure in one location, it is applicable to all similar
disclosure appearing elsewhere in the Prospectus. Similarly, when disclosure is requested to be added in one place, we will add similar disclosure to all other sections of the Prospectus where such disclosure would be relevant.

•

 The Company will be solely responsible for any benefits or features associated with the Policy.

 I trust that the revisions address your comments adequately. If you have any questions regarding the revisions, please contact the
undersigned at (319) 573-2676. Thank you very much for your assistance with this filing.

 Best regards,

 /s/ Darin Smith

Darin Smith

 Structured Capital
Strategies® Premier

An index-linked individual and group flexible premium deferred annuity contract

Prospectus dated    , 2025

 Equitable Financial Life
Insurance Company of America

 Equitable Financial Life Insurance Company

Please read and keep this Prospectus for future reference. It contains important information that you should know before purchasing or taking any other action under
your contract.

 What is Structured Capital
Strategies® Premier?

 Structured Capital Strategies® Premier is an index-linked individual and group flexible premium deferred annuity contract issued by the Company. The contract is offered in various classes, called Series B and Select.
The contract provides for the accumulation of retirement savings. The contract also offers several payout options and an optional death benefit. You invest to accumulate value on a tax-deferred basis in the
following investment options: (1) the guaranteed interest option (“GIO”), (2) the Segments of the Structured Investment Option (“SIO”), or (3) the Dollar Cap Averaging Programs. Additional information about the investment
options can be found in Appendix: “Investment Options available under the contract.” We reserve the right to offer any or all Segments more or less frequently or to stop offering any of them (except we will keep a Segment Option with
a Segment Buffer that protects the first 10% of loss) or to suspend offering any or all of them temporarily for some or all contracts. If we stop offering these options, you will be limited to investing in only one Segment Option and the GIO, which
is not tied to the performance of an index.

 The contract is a complex investment that
involves risks, including potential loss of principal and previously credited interest. You should speak with a financial professional about the features, benefits, risks, and fees and whether the contract is appropriate for you based on your
financial situation and objectives.

 The SIO permits you to invest in one or more Segments,
each of which gives you the opportunity to earn interest that we will credit based, in part, on the performance of an external index from the Segment Start Date to the Segment Maturity Date, although you could also experience a negative return and a
significant loss of principal and previously credited interest. The SIO provides a return at Segment maturity designed to provide a combination of protection against certain decreases in the Index through the use of a Segment Buffer and a limitation
on participation in certain increases in the Index through the use of Performance Cap Rates (and potentially Participation Rates and Step Rates for certain Segment Types).

The extent of the downside protection at Segment maturity, also referred to as the Segment Buffer, varies by Segment, ranging from the first 10% to 40% of loss. There is
a risk of a substantial loss of your principal and previously credited interest because you agree to absorb all losses to the extent they exceed the Segment Buffer at Segment maturity. You

could lose as much as 60% (for Segments with a -40% Segment Buffer) to 90% (for Segments with a -10% Segment Buffer) of your principal and previously credited interest due
to negative index performance at Segment maturity, depending on the Segment Buffer applicable to the Segment in which you invest. We may change the Indices and/or Segment Options in the future, but we will keep a Segment Option with a Segment Buffer
that protects the first 10% of loss. If we only offer one Segment Option, you will be limited to investing in only one Segment Option with terms that may not be acceptable to you and other investment options where performance is not based on
the performance of an index. In the future, we may offer other Segment Options that do not provide any downside protection which would mean there is a risk of loss of the entire amount invested. If you are not happy with the limited investment
options and choose to surrender the contract you will be subject to the Segment Interim Value adjustment, federal and state taxes, and penalties, purchasing a new contract with a new surrender charge period, different investment options, benefits,
fees, and risks.

 The Performance Cap Rates we set will limit the amount you can earn
on a Segment. Our minimum Performance Cap Rate for 6 year Segment Types is 12% (2% for 1 year Segments). Our minimum Participation Rate is

 If you are a new investor in the contract, you
may cancel your contract within 10 days of receiving it without paying fees or penalties, although the Segment Interim Value will apply. In some states, this cancellation period may be longer. Upon cancellation, you will receive either a full refund
of the amount you paid with your application or your account value. You should review this prospectus, or consult with your financial professional, for additional information about the specific cancellation terms that apply.

 The Securities and Exchange Commission (“SEC”) has not approved or disapproved
these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The contracts are not insured by the FDIC or any other agency. They are not deposits or other obligations of any
bank and are not bank guaranteed. They are subject to investment risks and possible loss of principal and previously credited interest.

 SCS Premier

#73435

100%. Our minimum Step Rate is 1%. We will not open a Segment with a Performance Cap Rate, Participation Rate, and Step Rate (if applicable) below the applicable minimum rate.

 The total amount earned on an investment in a Segment of the SIO is only applied at Segment
maturity. If any amount leaves a Segment on any date prior to the Segment Maturity Date, we calculate the interim value of the Segment as described in “Charges, Expenses, and Adjustments.” This amount may be less than the amount invested
and less than the amount you would receive had you held the investment until the Segment Maturity Date.

The contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. Withdrawals could result in withdrawal charges,
Segment Interim Value adjustments, taxes, and tax penalties. This contract permits ongoing withdrawals (including systematic withdrawals, required minimum distributions, and deductions to pay the optional death benefit fee) from the Segments
prior to the end of the term. These ongoing deductions could have adverse effects of values under the contract and if an investor intends to elect such ongoing withdrawals, they should consult with their financial professional about the
appropriateness of the contract for them. Withdrawals, because of the Segment Interim Value calculation could significantly reduce contract values and by substantially more than the actual amount of the deduction. Because the end-of-term
downside protection provided by a Segment Buffer does not apply to the Segment Interim Value, it is theoretically possible that you could lose up to 100% of your investment and previously credited interest in certain extreme scenarios as a result of
withdrawals. Any transaction that causes account value to leave a Segment between the Segment Start Date and the Segment Maturity Date will result in a Segment Interim Value calculation. Such transactions include (1) taking a withdrawal (including a
systematic withdrawal or required minimum distribution); (2) transferring account value to a different investment option; (3) deducting account value to pay optional death benefit fees; (4) surrendering or annuitizing your contract; (5) payment of a
death claim; and (6) canceling your contract and return it to us for a refund within your state’s “free look” period.

All guarantees are subject to the Company’s financial strength and claims paying ability.

 You can purchase this contract in one of two ways: (i) as a Series B contract, which has a
maximum withdrawal charge of 8% and an annual Contract Fee of 1.25% or (ii) as a Select contract, which has no withdrawal charges but has a higher annual Contract Fee of 1.50%. In addition to the liquidity and fee differences, each contract series
may have different Performance Cap Rates with Series B Performance Cap Rates generally being higher than Select Performance Cap Rates. Performance Cap Rates are announced online (www.equitable.com/scspremier) for each contract series at least one
week before the Segment Start Date. The Contract Fee will reduce your Segment Rate of Return and a negative return will be more negative. We apply the Contract Fee

after applying the Performance Cap Rate, Participation Rate, Step Rate, and Segment Buffer.

This Prospectus is a disclosure document and describes the contract’s material features, benefits, rights and obligations, as well as other information. The
description of the contract’s material provisions in this Prospectus is current as of the date of this Prospectus. If certain material provisions under the contract are changed after the date of this Prospectus in accordance with the contract,
those changes will be described in a supplement to this Prospectus. You should carefully read this Prospectus in conjunction with any applicable supplements. The contract should also be read carefully.

 Types of contracts. We offer the contracts for use as:

•

A nonqualified annuity (“NQ”) for after-tax contributions only.

•

An individual retirement annuity (“IRA”), either traditional IRA or Roth IRA.

•

An employer-funded traditional IRA for a simplified employee pension plan (“SEP”) sponsored by the contract owner’s employer.

•

An annuity that is an investment vehicle for a qualified plan (“QP”) (whether defined contribution or defined benefit; transfer contributions only).

 The following contracts are intended for specified post-death payments to beneficiaries, with
continuing access to the contract’s account balance:

•

Traditional and Roth Inherited IRA beneficiary continuation contract (“Inherited IRA”) (direct transfer and specified direct rollover contributions only).

•

An inherited NQ beneficiary payout contract (a specific form of NQ contract that we refer to as “Inherited NQ”) (contributions from specified Section 1035 exchanges only).

 See Appendix “Rules regarding contributions to your contract” for more information.

 The contract may not currently be available in all states. In addition, certain features
described in this Prospectus may vary in your state. Not all Indices are available in all states. For a state-by-state description of all material variations to this
contract, see Appendix “State contract availability and/or variations of certain features and benefits” later in this Prospectus.

We reserve the right to stop accepting any application or contribution from you at any time, including after you purchase the contract. We reserve the right to
discontinue the acceptance of, and/or place additional limitations on, contributions into certain investment options, including any of the Segments of the SIO. If we exercise this right, you will not be able to increase your account value and,
consequently, increase your death benefit, and will be limited to investing in only one Segment Option and the GIO.

Additional information about certain investment products, including index-linked annuities, has been prepared by the Securities and Exchange Commission’s staff and
is available at Investor.gov.

 Contents of this Prospectus

  

 Definitions of key terms

5

 Overview of the contract

8

 Important information you should consider about the contract

10

 Fee table

14

 The Company

16

 How to reach us

17

 1. Purchasing the
contract

19

 How you can purchase and contribute to your contract

19

 Owner and annuitant requirements

19

 How you can make your contributions

20

 What are your investment options under the contract?

21

 Structured Investment Option

21

 Allocating your contributions

32

 Your right to cancel within a certain number of days

33

 2. Benefits available
 under the contract

34

 Summary of Benefits

34

 Death Benefits

34

 Guaranteed Minimum Death Benefits

35

 Other Benefits

39

 Dollar Cap Averaging Programs

39

 3. Principal Risk
of investing in the contract

41

 Risks Associated with the Structured Investment Option

41

 Risks Associated with Withdrawals and Surrenders

44

 Risks Associated with the Guaranteed Minimum Death Benefits

45

 Change of Owner/Divorce

45

 Contract Changes Risk

45

 Insurance Company Risk

45

 Possible adverse tax consequences

46

 Not a Short-Term Investment

46

 Risk of Loss

46

 Business Disruption and Cybersecurity risks

46

 4. Determining
 your contract’s value

47

 Your account value and cash value

47

 Your contract’s value in the Structured Investment Option

47

 When
we address the reader of this Prospectus with words such as “you“ and “your,“ we mean the person who has the right or responsibility that the Prospectus is discussing at that point. This is usually the contract owner.

 When we use the word “contract“ it also
includes certificates that are issued under group contracts in some states.

 3

 5. Transferring
 your money among investment options

48

 Transferring your account value

48

 Disruptive transfer activity

48

 6. Accessing your
money

49

 Withdrawing your account value

49

 How withdrawals are taken from your account value

51

 Surrendering your contract to receive its cash value

51

 Withdrawals treated as surrenders

51

 When to expect payments

51

 Signature Guarantee

52

 Your annuity payout options

52

 7. Charges, Expenses,
 and Adjustments

55

 Charges that the Company deducts

55

 Charges under the contracts

55

 Adjustments

58

 Group or sponsored arrangements

58

 Other distribution arrangements

59

 8. Tax information

60

 Overview

60

 CARES Act

60

 Buying a contract to fund a retirement arrangement

60

 Transfers among investment options

60

 Taxation of nonqualified annuities

60

 Individual retirement arrangements (“IRAs”)

62

 Traditional individual retirement annuit