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CORRESP
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 CORRESP

 January 27, 2026
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporate Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attn: John Spitz, Michael Henderson,
Aisha Adegbuyi and James Lopez Re: Ethos Technologies Inc.
 Registration Statement on Form S-1, as amended (File No. 333-290534)
 Request for Acceleration of Effective Date
 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended (“ Securities Act ”), we, as representatives of the several underwriters (“ Representatives ”), hereby join in the request of Ethos Technologies Inc. (the
“ Company ”) for the acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “ Registration Statement ”) so that
the Registration Statement will become effective as of 4:00 p.m. Eastern time on January 28, 2026, or as soon thereafter as possible, or at such other time as the Company’s legal counsel, Cooley LLP, may request by telephone to the staff
of the U.S. Securities and Exchange Commission. Pursuant to Rule 460 under the Securities Act, we, as the Representatives, wish to advise you that we
will take reasonable steps to secure adequate distribution of the preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.
 We, the undersigned, as Representatives, have complied and will comply, and we have been informed by the participating underwriters that they have complied
and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
 Thank you for your assistance in this matter.
 [ Signature pages follow ]

 Very truly yours,

 Acting severally on behalf of themselves and the several underwriters

 Goldman Sachs & Co. LLC

 J.P. Morgan Securities LLC

 Goldman Sachs & Co. LLC

 By:

 /s/ Kelly Galanis

 Name:

 Kelly Galanis

 Title:

 Managing Director

 Very truly yours,

 Acting severally on behalf of themselves and the several underwriters

 Goldman Sachs & Co. LLC

 J.P. Morgan Securities LLC

 J.P. Morgan Securities LLC

 By:

 /s/ Olivia Sem

 Name:

 Olivia Sem

 Title:

 Vice President

CORRESP
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 CORRESP

 Ethos Technologies Inc.
 90 New Montgomery Street, Suite 1500
 San Francisco, CA 94105 January 27, 2026
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporate Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attn: John Spitz, Michael Henderson,
Aisha Adegbuyi, and James Lopez Re: Ethos Technologies Inc.
 Registration Statement on Form S-1, as amended (File
 No. 333-290534) Request for Acceleration of Effective Date
 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules
and Regulations under the Securities Act of 1933, as amended, Ethos Technologies Inc. (the “ Company ”) hereby requests that the U.S. Securities and Exchange Commission (the “ Commission ”) accelerate the effective
date of the above-referenced Registration Statement on Form S-1 (as amended to date, the “ Registration Statement ”) and declare the Registration Statement effective as of 4:00 p.m. Eastern
time, on January 28, 2026, or as soon thereafter as possible, or at such other time as its legal counsel, Cooley LLP, may request by telephone to the staff of the Commission.
 Once the Registration Statement has been declared effective, please orally confirm that event with Jon C. Avina at (650)
 843-5307 or, in his absence, Milson Yu of Cooley LLP at (650) 843-5296 or Jean Park of Cooley LLP at (212) 479-6131.
 Under separate cover, you will receive today a letter from the managing underwriters of the proposed offering joining in the Company’s request for
acceleration of the effectiveness of the Registration Statement.

 Very truly yours,

 Ethos Technologies Inc.

 By:

 /s/ Peter Colis

 Peter Colis

 Title:

 Chief Executive Officer
 cc:  Christopher Capozzi,
 Ethos Technologies Inc. Porter Nolan, Ethos Technologies Inc.
 Jon C. Avina, Cooley LLP Milson C. Yu, Cooley
LLP Jean Park, Cooley LLP John C. Ericson,
 Simpson Thacher & Bartlett LLP Heidi E. Mayon, Simpson Thacher & Bartlett LLP

CORRESP
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 CORRESP

 Jon C. Avina T: +1
650 843 5307 javina@cooley.com January 12, 2026
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Finance Washington, D.C. 20549

 Attn:
 John Spitz

  
 Michael Henderson

  
 Aisha Adegbuyi

  
 James Lopez

 Re:
 Ethos Technologies Inc.

  
 Registration Statement on Form S-1

  
 File No. 333-290534
 Ladies and Gentlemen: On behalf of Ethos Technologies Inc. (the
“ Company ”), we are submitting this letter regarding preliminary estimates of unaudited selected financial and other data for the three months and year ended December 31, 2025 that the Company intends to include in the
Company’s Registration Statement on Form S-1 (File No. 333-290534) filed with the Commission on September 26, 2025, and as amended on December 5,
2025 (as amended, the “ Registration Statement ”), discussed with the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “ Staff ”) telephonically on
January 8, 2026. We are concurrently filing this letter via EDGAR.  In the accompanying Appendix A , please find the proposed language
that the Company intends to include in the next amendment to the Registration Statement, as discussed with the Staff telephonically. As the Company’s preliminary estimates of select financial data for the three months and year ended
December 31, 2025 that the Company expects to disclose in the next amendment of the Registration Statement have not yet been finalized, the Company advises the Staff that the disclosure included on Appendix A includes placeholders for
such financial and other data. The Company further advises the Staff that the draft disclosure is subject to further change in advance of filing of the next amendment to the Registration Statement.
 *  *  * Please contact
me at (650) 843-5307, Jean Park at (212) 479-6131 or Milson C. Yu at (650) 843-5296 with any questions or further comments
regarding our responses to the Staff’s comments. Thank you in advance for your attention to this matter.

 U.S. Securities and Exchange Commission
 January 12, 2026 Page
 2

 Sincerely,

 /s/ Jon C. Avina

 Jon C. Avina

 cc:
 Christopher Capozzi , Ethos Technologies Inc.
 Porter Nolan, Ethos Technologies Inc.
 Jean Park, Cooley LLP
 Milson C. Yu, Cooley LLP
 John C. Ericson, Simpson Thacher & Bartlett LLP
 Heidi E. Mayon, Simpson Thacher & Bartlett LLP
 Cooley LLP 3175 Hanover
Street Palo Alto, CA 94304-1130 t: (650) 843-5000 f: (650) 849-7400 cooley.com

 Appendix A
 Recent developments (preliminary and unaudited) Set
forth below are preliminary estimates of select unaudited financial data for the three months and year ended December 31, 2025 as well as actual financial data for the same periods in 2024. Our audited consolidated financial statements for the
year ended December 31, 2025 are not yet available. The following information reflects our preliminary estimates based on currently available information, and actual results may differ. We have provided ranges, rather than specific amounts, for
the preliminary estimates of the select unaudited financial data described below primarily because our financial closing procedures for the three months and year ended December 31, 2025 are not yet complete and, as a result, our final results
upon completion of our closing procedures may vary from the preliminary estimates. See “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” for additional information regarding factors that could result in differences between the preliminary estimated ranges of certain of our unaudited financial data presented below and the actual financial
data we will report for the year ended December 31, 2025. The preliminary estimates for the three months and year ended December 31, 2025
presented below have been prepared by, and are the responsibility of, management. Ernst & Young LLP, our independent registered public accounting firm, has not audited, reviewed, compiled, or performed any procedures with respect to such
preliminary data and the corresponding period of the prior fiscal period. Accordingly, Ernst & Young LLP does not express an opinion or any other form of assurance with respect thereto.

 Three Months Ended December 31,

 Year Ended December 31,

 2024

 2025 Estimated

 2024

 2025 Estimated

 Actual

 Low

 High

 Actual

 Low

 High

 (unaudited)

 (unaudited)

 (in thousands)

 DTC Channel Revenue

 $
    

 $
    

 $
    

 $
    

 $
    

 $
    

 Third-Party Channel Revenue

 Total Revenue

 $

 $

 $

 $

 $

 $

 Gross Profit

 $

 $

 $

 $

 $

 $

 Net Income Before Provision for Income Taxes

 $

 $

 $

 $

 $

 $

 Non-GAAP Financial Measures :

 Contribution Profit (1)

 $

 $

 $

 $

 $

 $

 Adjusted EBITDA (2)

 $

 $

 $

 $

 $

 $

 Key Business Metric :

 Total Activated Policies

 (1)
 Contribution Profit is not calculated in accordance with GAAP. The following table sets forth a reconciliation
of Gross Profit to Contribution Profit. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Key Business Metrics and Non-GAAP Financial Measures”
for additional information.

 Three Months Ended December 31,

 Year Ended December 31,

 2024

 2025

 2024

 2025

 Estimated

 Estimated

 Actual

 Low

 High

 Actual

 Low

 High

 (in thousands)

 Gross Profit

 $
     

 $
     

 $
     

 $
     

 $
     

 $
     

 Less: Sales and Marketing

 Add: Stock-based Compensation Allocated to Sales and Marketing*

 Add: Professional Fees Allocated to Sales and Marketing

 Add: Technology Expenses Allocated to Sales and Marketing

 Add: Other Expenses Allocated to Sales and Marketing

 Contribution Profit

 $

 $

 $

 $

 $

 $

 *
 Such expenses relate to our employees.

 (2)
 Adjusted EBITDA is not calculated in accordance with GAAP. For the three months and year ended
December 31, 2025, we are not able to reconcile Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP, because we have not yet been able to calculate our income tax
expense for the three months and year ended December 31, 2025. We will provide such reconciliation in our annual report on Form 10-K for the year ended December 31, 2025 when filed. Therefore, the
following table sets forth a reconciliation of net income before provision for income taxes, the most directly comparable financial measure calculated and presented in accordance with GAAP that is currently available to us, to Adjusted EBITDA. See
“Management’s Discussion and Analysis of Financial Condition and Results of Operations–Key Business Metrics and Non-GAAP Financial Measures” for additional information.

 Three Months Ended December 31,

 Year Ended December 31,

 2024

 2025

 2024

 2025

 Estimated

 Estimated

 Actual

 Low

 High

 Actual

 Low

 High

 (in thousands)

 Net Income Before Provision for Income Taxes

 $
     

 $
     

 $
     

 $
     

 $
     

 $
     

 Interest Income

 Interest Expense

 Depreciation and Amortization

 Stock-based Compensation

 Adjusted EBITDA

 $

 $

 $

 $

 $

 $

 Comparison of the Three Months Ended December 31, 2024 and 2025
 We estimate that total revenue      by    % to    % for the three months ended
December 31, 2025 compared to the three months ended December 31, 2024, primarily due to    . We estimate that gross
profit      by    % to    % for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due
to    .

 We estimate that net income before provision for income taxes     
by    % to    % for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to    .
 We estimate that contribution profit      by    % to    % for the three months ended
December 31, 2025 compared to the three months ended December 31, 2024, primarily due to    . We estimate that adjusted
EBITDA      by    % to    % for the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due
to    . Comparison of the Years Ended December 31, 2024 and 2025
 We estimate that total revenue      by    % to    % for the year ended
December 31, 2025 compared to the year ended December 31, 2024, primarily due to    . We estimate that gross profit
     by    % to    % for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to    .
 We estimate that net income before provision for income taxes      by    % to    % for
the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to    . We estimate that
contribution profit      by    % to    % for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due
to    . We estimate that adjusted EBITDA      by    %
to    % for the year ended December 31, 2025 compared to the year ended December 31, 2024, primarily due to    .

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Response Letter

 Jon C. Avina

 T: +1 650
843 5307

 javina@cooley.com

 September 26, 2025

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Finance

 Washington, D.C. 20549

Attn:
 John Spitz

Michael Henderson

 Aisha Adegbuyi

 James Lopez

Re:
 Ethos Technologies Inc.

Amendment No. 2 to

Draft Registration Statement on Form S-1

Submitted August 27, 2025

CIK No. 0001788451

 Ladies and
Gentlemen:

 On behalf of Ethos Technologies Inc. (the “Company”), we are providing this letter in response to comments (the
“Comments”) received from the staff of the U.S. Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) by letter dated September 16, 2025 with respect to
Amendment No. 2 to the Company’s draft registration statement on Form S-1, confidentially submitted on August 27, 2025. The Company is concurrently filing its Registration Statement on Form S-1 (the “Registration Statement”), which incorporates changes in response to the Comments and certain other changes.

Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which
for your convenience we have incorporated into this response letter. Page references in the text of the Company’s responses correspond to the page numbers of the Registration Statement, as filed on the date hereof.

Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted
August 27, 2025

 Management’s Discussion and Analysis

Results of Operations

 Revenue, page 94

1.   Please revise your filing to ensure that the amounts included in your tabular presentation of total revenues for DTC channel
revenues and third-party channel revenues total the amounts reported for total revenues for both the six-months ended June 30, 2025 and 2024.

 U.S. Securities and Exchange Commission

September 26, 2025

  Page
 2

 Response:   In response to the Staff’s comment, the Company has revised the
disclosure on page 99 of the Registration Statement.

 Business

The Ethos Platform, page 115

 2.  
We note your response to prior comment 4 and the statement that you receive medical records and prescription data from your counterparties. With a view to clarifying disclosure to the extent material to an understanding of your business and the
risk factor on page 29, please advise us of the flow of such information used by you. For example, clarify if consumers consent to the information released by third parties when they seek insurance through your platform.

Response:   In response to the Staff’s comment, the Company has revised the disclosure on pages 33 and 121 of the Registration
Statement.

 Notes to Consolidated Financial Statements

Accounts Receivable, Net, page F-18

3.   Please refer to prior comment 9. Please revise your filing to also provide a rollforward of your accounts receivable activities for
the six-months ended June 30, 2025.

 Response:   In response to the
Staff’s comment, the Company has revised the disclosure on page F-19 of the Registration Statement.

*   *   *

 Please
contact me at (650) 843-5307, Jean Park at (212) 479-6131 or Milson C. Yu at (650) 843-5296 with any questions or further
comments regarding our responses to the Staff’s Comments. Thank you in advance for your attention to this matter.

Sincerely

/s/ Jon C. Avina

Jon C. Avina

cc:
 Peter Colis, Ethos Technologies Inc.

Lingke Wang, Ethos Technologies Inc.

Porter Nolan, Ethos Technologies Inc.

Jean Park, Cooley LLP

Milson C. Yu, Cooley LLP

John C. Ericson, Simpson Thacher & Bartlett LLP

Heidi E. Mayon, Simpson Thacher & Bartlett LLP

 Cooley LLP 3175
Hanover Street Palo Alto, CA 94304-1130

 t: (650) 843-5000 f: (650) 849-7400 cooley.com

September 16, 2025
Peter Colis
Chief Executive Officer
Ethos Technologies Inc.
90 New Montgomery Street, Suite 1500
San Francisco, CA 94105
Re:Ethos Technologies Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted August 27, 2025
CIK No. 0001788451
Dear Peter Colis:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submissions on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our August 20, 2025 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Management’s Discussion and Analysis
Results of Operations
Revenue, page 94
1.Please revise your filing to ensure that the amounts included in your tabular
presentation of total revenues for DTC channel revenues and third-party channel
revenues total the amounts reported for total revenues for both the six-months ended
June 30, 2025 and 2024.

September 16, 2025
Page 2
Business
The Ethos Platform, page 115
2.We note your response to prior comment 4 and the statement that you receive medical
records and prescription data from your counterparties. With a view to clarifying
disclosure to the extent material to an understanding of your business and the risk
factor on page 29, please advise us of the flow of such information used by you. For
example, clarify if consumers consent to the information released by third parties
when they seek insurance through your platform.
Notes to Consolidated Financial Statements
Accounts Receivable, Net, page F-18
3.Please refer to prior comment 9. Please revise your filing to also provide a rollforward
of your accounts receivable activities for the six-months ended June 30, 2025.
            Please contact John Spitz at 202-551-3484 or Michael Henderson at 323-965-3807 if
you have questions regarding comments on the financial statements and related
matters. Please contact Aisha Adegbuyi at 202-551-8754 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Jon Avina, Esq.

August 20, 2025
Peter Colis
Chief Executive Officer
Ethos Technologies Inc.
90 New Montgomery Street, Suite 1500
San Francisco, CA 94105
Re:Ethos Technologies Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted July 30, 2025
CIK No. 0001788451
Dear Peter Colis:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement and non-public draft submission(s) on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our July 10, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospect Summary
The Ethos Platform, page 3
We note your response to prior comments1and 6. Based on your response
and statements on page 4 and elsewhere, it appears that the DTC and third-party
channels are both on your "platform." However, it is still unclear if your website can
be viewed as synonymous with your platform; what distinguishes DTC activated
policies from the third-party channel policies; and whether the consumer-facing
website or platform appears differently depending on the channel. In this regard, we 1.

August 20, 2025
Page 2
note the reference on page 9 to consumers who prefer the personalized agent
experience and others who opt for the convenience of DTC. How is DTC less
personalized? Do both require phone calls? Do your "over 10,000 active selling
agents" come from the third-party channel and connect digitally with consumers via
your website and/or platform? Additionally, we note that your platform integrates
with fintech companies and others via APIs, "allowing these companies to quote,
process, and activate policies within their own platform." Please revise to further
clarify in quantitative and qualitative terms how DTC is differentiated from third-
party channels on your platform, including third-party channels using APIs. Consider
including a graphic explaining your platform, the DTC and third-party channel on
your platform, and the third-party channels via APIs.
2.Please revise your underwriting discussion on page 4 and where appropriate to clarify
material aspects of the process for the formation and implementation of underwriting
standards. We note the statement on page 4 that "many of our carriers entrust us with
underwriting administration and execution." It is unclear if minimum standards are
laid out in your carrier agreements, which may apply to your and third-parties'
onboarding of policies. Please revise to clarify the relevant terms of your carrier
agreements, how underwriting standards are determined and administered, and clarify
the extent to which these processes are materially different depending on whether the
policy was onboarded via DTC, third-party channels or APIs.
Our Opportunity
Ethos Addresses a Large and Growing Market Opportunity, page 8
3.We note your response to prior comment 2 that your technology platform enables you
to "scale more rapidly and more efficiently than traditional carriers." In addition to
your disclosure regarding "traditional carriers," please revise to provide further
clarification of how your technology, such as time to underwriting decisions,
compares to other non-traditional companies in your industry.
4.We note your revised disclosure and response to prior comment 19. Please revise to
identify the third-party vendors you use to obtain medical records, prescription data
and the other information referenced on pages 29 and 107. Please advise us why you
believe these are not material agreements required to be filed under Item 601(b)(10)
of Regulation S-K.
Management’s Discussion and Analysis
Key Factors Affecting our Performance, page 86
Please refer to prior comment 1 regarding your platform's DTC and third-party
channels. We note the statement that the majority of your product portfolio may be
sold through either channel. For your key insurance products (which appear to
be Term Life Insurance, Whole Life Insurance, and Indexed Universal Life
Insurance), please revise to further clarify key product availability and significant
pricing and expense differences so that the reader can better understand period to
period trends and the evolving channel and product mix. Clarify how the company
seeks to optimize its distribution channels "as key levers for growth." Please also
provide quantified disclosure of material differences in margins and key metrics such 5.

August 20, 2025
Page 3
as ARPU disaggregated by DTC and third-party channels, including, if material, via
APIs as discussed on page 106.
Results of Operations
Revenue, page 93
6.Please refer to prior comments 13 and 23. We note on page F-16 the significant
increase in Commission revenue from "Other products" during fiscal years ended
December 31, 2024 and 2023, and your disclosure on page 8 that your "core insurance
products" consist of term life insurance, whole life insurance, and indexed universal
life insurance. Given your brief disclosure on page 93 that your revenues have
increased due to the accelerated growth of your whole life insurance and indexed
universal life insurance products of your third party channel, please revise your
MD&A to provide an enhanced explanation of the reason(s) for the growth in "Other
products" during the fiscal year ended December 31, 2024. Further, please revise to
include a tabular disclosure of your revenues disaggregated by "core insurance
products" and by channel (i.e. DTC or third-party channel) along with an enhanced
discussion as to the reason(s) for these period-over-period changes and describe any
known trends or uncertainties impacting these revenues, or tell us why you do not
believe these disclosures would be meaningful to an investor. Please refer to Item
303(b)(2) of Regulation S-K.
7.We note your response to prior comment 20 and reference to maintaining
"relationships with select third-party fintech companies." Please revise to clarify the
extent to which revenues and/or expenses associated with these relationships are
material to your operations.
Costs and Expenses
Sales and Marketing, page 94
8.Please refer to prior comment 15. We note your disclosure on page 94 that the
increase in sales and marketing expenses during the fiscal year ended December 31,
2024 was primarily driven by a $37.4 million increase in agent payments and
advertising spend, and that these expenses increased 120% and 13%, respectively.
Since these expenses relate to the continued scale of both your direct to consumer and
third-party channels, we believe quantification of your agent payments and
advertising spend expenses for each period presented would provide meaningful
information to an investor. Given the significant variance in their increase noted in the
above period, please revise your filing to disclose your agent payments and
advertising spend expenses for all periods presented, or tell us in further detail why
you believe disclosure of these expenses may be misleading by causing investors to
draw incorrect conclusions regarding your performance, margins, and business
outlook. Please refer to Item 303 of Regulation S-K.
Notes to Consolidated Financial Statements
Accounts Receivable, Net, page F-16
Please refer to prior comment 28. Please provide us with a rollforward of your
accounts receivable activities for each period presented as we are unable to reconcile
your accounts receivable, net for each period presented based upon your revised 9.

August 20, 2025
Page 4
disclosure, the "amounts recognized as accounts receivable" transferred from
commissions receivables on page F-17, and changes in accounts receivable balances
as presented in your Consolidated Statement of Cash Flows on page F-6. Please
provide us with a rollforward of your accounts receivable activities and, given the
significance of these account balance to your financial statements, revise to include a
tabular disclosure of your accounts receivable activities for each period presented.
            Please contact John Spitz at 202-551-3484 or Michael Henderson at 323-965-3807 if
you have questions regarding comments on the financial statements and related
matters. Please contact Aisha Adegbuyi at 202-551-8754 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Jon Avina, Esq.

July 10, 2025
Peter Colis
Chief Executive Officer
Ethos Technologies Inc.
90 New Montgomery Street, Suite 1500
San Francisco, CA 94105
Re:Ethos Technologies Inc.
Draft Registration Statement on Form S-1 Submitted June 12, 2025
CIK No. 0001788451
Dear Peter Colis:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 Submitted June 12, 2025
Our Platform, page 2
1.We note the statement on page 4 that your platform combines your DTC channel "and
third-party distribution channels on a single digital platform." Please revise here and
where appropriate to quantify the approximate percentage of Activated Policies and
Consumers that come through the DTC channel versus the third-party distribution
channels on your platform. Clarify the key distinguishing feature(s) between them.
For example, are DTC channel Activated Policies and Consumers distinguished
because they come directly through your website without any agent or agency
involvement?

July 10, 2025
Page 2
Our Opportunity
Ethos Addresses a Large and Growing Market Opportunity, page 8
2.Please provide a reasonable basis for the following statements:
•Your technology platform enables you to scale "more rapidly and more
profitably" than traditional carriers, on page 2;
•Modern third-party provided systems "lack the sophistication" of your natively
built platform and instead typically store data in "inaccessible, poorly structured
formats, complicating integration and analysis," on page 8; and
•"Ethos holds a powerful early mover advantage as one of the only scaled
technology platforms in the life insurance industry," on page 110.
We rely on a limited number of carriers, page 27
3.We note your disclosure that three carriers accounted for 97% and 98%, of your total
revenue for the years ended December 31, 2023 and 2024. Additionally, in each of the
years ended December 31, 2023 and 2024, approximately 13% and 26%, respectively,
of your revenue was generated through three of your most significant agency
relationships. We also note references to contracts with your most significant agency
relationships on page 27 and your insurance carriers on page 97. Please revise your
disclosure here and in the business section beginning on page 102 to identify the
carriers and agencies. Please disclose the material terms of the agreements where
appropriate and file them as exhibits.
Risks Related to Our Business
Fluctuations or an overall decline in economic activity, page 37
4.Please revise Risk Factors and/or where appropriate to clarify where the insurance
industry currently is in terms of its cyclical nature.
Our inability to retain or hire qualified employees, page 39
5.We note your disclosure here that your business operations depend on the adequacy of
your plan for the succession of your senior management, including your founders,
executives, and key personnel. If material, please revise to discuss the extent to which
your key personnel are covered by employment or non-compete contracts.
Our Financial Model, page 77
6.We note your disclosure on page 78 that "[f]or policies that are sold on [y]our
platform directly to consumers, [you] incur marketing as well as underwriting costs,
and for policies that are sold through a third-party channel on [y]our platform, [you]
incur the costs of agent payments, as well as underwriting-related costs." Please revise
this section, and where appropriate, to provide approximate quantification for each of
the DTC and third-party channels.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Agent Payments, page 79
Please revise your filing to clarify whether you are entitled to recover all or a portion 7.

July 10, 2025
Page 3
of the total agent payment if the policy terminates after one year.
8.We note disclosure that you offer agents production-based incentives and rewards
from time to time, which are included in sales and marketing expenses. Please
quantify these incentives and rewards for each period presented, if material, along
with an explanation of the incentives and rewards offered to agents during the periods
presented.
Key Business Metrics and Non-GAAP Financial Measures, page 80
9.We note disclosure of your total activated policies for each year. Please also revise
your filing to disclose, here or where appropriate, your total number of outstanding
active policies for each year presented.
10.Please revise your filing to disaggregate your total activated policies for each product
offering as we note “other products” generated $51 million in revenue during the
fiscal year ended December 31, 2024 compared to $12 million for the fiscal year
ended December 31, 2023.
Average Revenue Per Unit, page 81
11.We note disclosure that the majority of term life insurance sales are made directly to
consumers through your website, while other products are typically sold through your
third-party channel primarily through agents. Please revise your disclosure of
activated policies on page 80 to separately disclose those sold directly to
consumers and those sold by agents and discuss any trends in sales of activated
policies through these distribution channels. Please also revise your filing to discuss
the benefits of selling directly to consumers compared to using agents to sell policies.
Strategic Carrier Relationships, page 86
12.We note that your top three carriers by distribution are also your longest tenured
carriers. You also disclose on page 27 that your top three carrier relationships
represented approximately 97% and 98% of your total revenues as of December 31,
2023, and 2024, respectively. Please revise your filing to disclose the amount of
revenues recognized for each period from each of these three carriers, and consider
enhanced disclosures that provide information about the extent of your reliance on
these major customers including, for instance, the insurance products offered, number
of activated policies, etc.
Revenue , page 91
13.Please revise your filing to disaggregate your revenues and activated policies
separately for your term life insurance and other products for each period presented
along with an understanding for the reason(s) for growth during the fiscal year ended
December 31, 2024 as we note other products revenues have increased 313% during
this time period.
We also note disclosure on page 88 that in future periods following policy activation
you record in-period adjustments in revenue as the applicable persistency estimates
are updated. Further, we note disclosure on page F-17 of “net commission revenue
adjustment from change in estimate” totaling $7.8 million and $26 million for fiscal 14.

July 10, 2025
Page 4
years ended December 31, 2023 and 2024, respectively. Please revise your filing to
include a discussion of the reason(s) for these revenue adjustments as your current
disclosure only indicates revenues increased due to an increase in activated policies.
Sales and Marketing, page 91
15.We note your sales and marketing expenses are primarily comprised of advertising
expenses, agent payments, underwriting costs for non-activated policies, and overhead
costs allocated on a headcount basis as disclosed on page 88. Given sales and
marketing expenses represent your largest expense, please revise your filing to
disaggregate your sales and marketing expenses included in your tabular presentation
for each period and provide a detailed understanding of the underlying reason(s) for
increases in these expenses.
Liquidity and Capital Resources, page 99
16.We note your disclosure on page 57 that you "have sold commissions receivable in
the past as part of [y]our liquidity strategy and may engage in such arrangements in
the future." We also note your disclosure on page 98 that "[f]rom time to time, [you]
enter into agreements to sell a portion of [y]our commissions receivable." Please
revise to clarify the extent to which you have plans or arrangements in place to
conduct these activities in the future, and summarize the historical activities within the
periods covered by the financial statements if not already disclosed.
Business
Company Overview, page 102
17.Please revise this section to disclose any assigned financial strength rating, if
applicable. Revise your risk factors accordingly.
Our Business Model, page 103
18.Please revise to summarize the standard terms of your relationships with agents,
agencies and carriers. In this regard, we note your disclosure on page 26 that "[u]nder
certain of our carrier contracts, upon certain policy terminations, we are obligated to
repay to our carriers or their affiliates all or a portion of the commissions received."
Additionally, we note your disclosure on page 35 that "[u]pon termination of a policy
within certain time periods of activation, we are entitled to recoup all or a portion of
agent payments." Please provide additional details about the policy termination,
recoupment and other material terms.
We note the reference on page 107 to consumers applying and receiving decisions "in
minutes, not weeks," unlike traditional processes, and that you do not require in-
person blood tests, urine analysis or medical exams. We also note the statement on
page 29 that you rely on prescription data, medical records, and other consumer
information provided by unaffiliated vendors. Please revise to clarify how your
underwriting and decision-making processes and business model address the apparent
need for consumer medical information that other entities obtain through traditional
processes. For example, it is unclear if (1) you believe third-party vendors provide
you with the same level of medical information as under traditional processes, and (2)
the speed of approval comes at a notable cost to accuracy of underwriting and 19.

July 10, 2025
Page 5
decision-making. Please revise Risk Factors as appropriate and advise us, with a view
to disclosure to the Risk Factors on pages 26-27, if making underwriting decisions in
minutes, not weeks, limits the number of carriers you are able to work with.
Distribution, page 104
20.We note the statement that your platform integrates with third-party channels such as
fintech companies via application programming interfaces, or APIs, allowing these
companies to quote, process, and activate policies within their own platform. We also
note the statement on page 31 that agencies and agents "operate independently and are
responsible for their own sales practices, data privacy and security, and marketing
activities." Please revise to explain the standard terms and arrangements with these
agencies and agents, especially with respect to monitoring practices under state
licensing and other regulations. As a non-exclusive example, it is unclear to what
extent you are able to monitor or direct the actions of agencies and agents seeking
to terminate policies issued by carriers you have relationships with and replace them
with policies issued by carriers you "do not contract with, which is a practice that
[you] prohibit," as stated on page 31.
Our Competitive Strengths, page 110
21.We note your disclosure that you "work with multiple carriers, each uniquely suited
for specific product categories and risk characteristics." Please revise to further clarify
the specific product categories, risk characteristics, the types of carriers you work
with, and how you connect with them to provide context for the statements that you
find the most suitable carrier.
Our Growth Strategies
Expand Our Product Portfolio:, page 111
22.We note your disclosure, here and throughout your prospectus, that you intend to
launch additional products on your platform. We also note your disclosure on page 57
regarding the potential need for additional financing. To the extent applicable, please
revise the disclosure of your planned operations to describe each new product line you
plan to add and disclose your planned timelines, if any; and further clarify the need for
additional financing to accomplish the expansion.
Our Products, page 111
23.We note your tabular disclosure of insurance product offerings on page 113. Please
revise your filing to expand your tabular disclosure to explain each of the five term
life insurance products and two whole life insurance products offered.
Our Employees and Culture, page 117
24.We note your discussion on page 118 about your employees and that they are located
in "San Francisco and Bengaluru, India, as well as remotely across the United States
and in select additional countries such as Singapore." Please revise to disclose how
many full-time employees you have and clarify by geography the nature of the
operations if material to an understanding of your business and employees.

July 10, 2025
Page 6
Executive Compensation, page 129
25.Please revise your summary compensation table to include the compensation of
Lingke Wang, or advise. Refer to Item 402(a)(3) of Regulation SK.
Certain Relationships and Related Party Transactions, page 144
26.Please refer to Tender Offer on page 144. For the executive officers' sales, please
disclose the approximate discount of the acquisition price, if any, to the sales price.
27.Please revise to provide the material terms and amounts (e.g., preferred stock and
investment amounts) involved in the voting, management rights and other agreements
listed under "Investors’ Rights, Management Rights, Voting and Co-
Sale Agreements."
Accounts Receivable, Net, page F-16
28.Please revise your filing to include a tabular disclosure of your accounts receivable
activities similar to your disclosure of commissions receivables, net on page F-17.
Note 8. Other Current Liabilities, page F-21
29.Please revise your filing to explain what your persistency reserve liability represents
and the reason(s) for the increase in this liability as of December 31, 2024.
            Please contact John Spitz at 202-551-3484 or Michael Henderson at 202-551-3364 if
you have questions regarding comments on the financial statements and related
matters. Please contact Aisha Adegbuyi at 202-551-8754 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Jon Avina, Esq.