Financial Performance and Capital Requirements - The company has accumulated deficits of $147,231,000 and $51,976,000 as of December 31, 2022 and December 31, 2021, respectively, with net losses of $95,255,000 and $38,488,000 for the years ended December 31, 2022 and 2021[95]. - The company expects to require significant capital to commercialize its product and service offerings and grow its business, which may not be available on acceptable terms[100]. - The company has a history of losses and may not achieve or maintain profitability in the future, with expectations of increasing net losses in the near term due to ongoing investments[95]. - The company has significant operating costs expected to be incurred in the next twelve months, raising concerns about its ability to continue as a going concern[98]. - The company’s outstanding indebtedness includes restrictive covenants that could limit financial flexibility and impact its financial condition[120]. - The company acknowledges that changes in general economic conditions, such as interest rates, could adversely impact its operating results and capital raising ability[130]. Operational Risks and Management Changes - Recent management changes, including the departure of the CEO and COO, could disrupt operations and impair the ability to attract and retain key personnel[104]. - The company is transitioning from a research and development focus to supporting both R&D and commercial activities, facing risks and uncertainties typical of development-stage companies[118]. - The company may experience difficulties in maintaining relationships with key distributors, which could adversely affect its ability to sell products and generate revenue[179]. Market Competition and Product Development - The company intends to provide consumer engagement through its health and wellness platform, but faces increasing competition in the personal health and wellness testing market[92]. - The company faces substantial competition from larger, established companies in the life insurance industry, which may impair its ability to commercialize its products and services[159]. - The company may not be able to develop epigenetic biomarkers that attract and retain life insurance carriers as customers, which is critical for its success[92]. - The company has developed ancillary products and services, such as the "MethylSuite" software, but these are not expected to generate significant revenue[173]. - The company anticipates competition based on product efficacy, accuracy, availability, and price, which will impact its competitive position[161]. Regulatory and Compliance Challenges - The company may be subject to laws and regulations relating to laboratory testing, which could materially adversely impact its ability to offer products or services[92]. - The company faces significant regulatory compliance obligations under GDPR and UK GDPR, which could impose fines of up to 4% of global annual turnover or €20 million for serious violations[140]. - The company is subject to various data privacy laws, including the California Consumer Privacy Act (CCPA), which imposes fines of up to $7,500 per violation, potentially increasing compliance costs[186]. - Noncompliance with the General Data Protection Regulation (GDPR) could result in fines of up to €20 million or 4% of global annual revenues, impacting the company's financial condition[187]. - The company’s underwriting technology and services may be subject to FDA regulations, which could adversely affect operations if premarket review or approval is required[170]. Intellectual Property and Legal Risks - The company relies on proprietary technology and intellectual property for its business success, with a focus on protecting trade secrets related to machine learning models[194]. - The uncertainty surrounding patent and trademark prosecution in biotechnology could affect the company's ability to secure and enforce intellectual property rights[196]. - The company may face claims regarding the inventorship or ownership of its patents, which could lead to costly litigation and loss of valuable intellectual property rights[206]. - The company anticipates increased litigation related to intellectual property as the industry expands, which could divert resources and management attention[209]. - The company’s proprietary information is at risk of misappropriation, which could materially impact its competitive advantages[213]. Customer Engagement and Data Security - Security incidents or errors in systems could lead to loss of customer information and damage to the company's reputation, impacting business operations[127]. - The company is at risk of reputational harm if it fails to address customer concerns regarding privacy and security, which could affect customer retention and acquisition[131]. - The company may face reputational damage and financial harm due to potential security breaches or unauthorized disclosures of customer data[184]. Stock Performance and Market Conditions - The Class A Common Stock has traded as low as $0.23 per share since the Business Combination, indicating significant volatility in the market[219]. - The company is subject to continued listing standards of the NYSE American, which includes maintaining a minimum stock price of $0.20 per share[220]. - The company’s stock price may be adversely affected by negative perceptions from securities analysts or investors during intellectual property litigation[214].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 Securities registered pursuant to Section 12(b) of the Act: | Title of Each Class: | Trading Symbol(s) | Name of Each Exchange on Which Registered: | | --- | --- | --- | | Class A Common Stock, par value $0.0001 | FOXO | NYSE American | | Warrant, each whole warrant exercisable ...

Financial Position - As of June 30, 2022, the company had $147,023 in cash outside of the Trust Account and $638,228 as of December 31, 2021[122]. - As of June 30, 2022, the company had $37,665 in interest income available from its investments in the Trust Account to cover tax obligations[137]. - The company withdrew $147,436 from the Trust Account to pay tax obligations during the periods ended June 30, 2022[137]. - The company has not entered into any off-balance sheet financing arrangements or established special purpose entities[143]. - As of June 30, 2022, the company had no capital lease obligations or operating lease obligations[147]. Initial Public Offering - The company generated gross proceeds of $201,250,000 from its Initial Public Offering by selling 20,125,000 Units at a price of $10.00 per Unit[135]. - The company incurred offering costs of $11,494,785 related to the Initial Public Offering, including an underwriting fee of $4,025,000[136]. - The underwriters of the Initial Public Offering received a cash underwriting fee of 2% of gross proceeds, totaling $4,025,000, with deferred underwriting commissions of $7,043,750[148]. Business Combination - The FOXO Transaction Agreement was amended to reduce the number of shares to be issued as Merger Consideration from 10,000,000 to 9,200,000 shares[127]. - The company has the right to sell up to $40 million in shares of its Class A common stock to Cantor after the Closing of the FOXO Business Combination[125]. - The FOXO Note allows the company to draw down up to $1,159,995.69 to be deposited into the Trust Account for each Public Share not redeemed[141]. - The company extended the date to consummate its initial Business Combination from June 15, 2022, to September 15, 2022[126]. - The company does not anticipate needing to raise additional funds to meet operational expenditures prior to its initial Business Combination[142]. Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $132,253, which included a change in fair value of warrant liability of $943,298[133]. - Basic loss per common share is calculated by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding[154]. - The company’s outstanding Public Warrants and Placement Warrants are recorded as liabilities and measured at fair value[155]. Management and Operations - The company pays its Sponsor $10,000 per month for administrative services, which will cease upon completion of the initial Business Combination or liquidation[146]. - Various factors, including economic downturns and geopolitical instability, may adversely affect the company's results of operations and ability to complete an initial Business Combination[157]. - Management does not believe that any recently issued accounting pronouncements will materially affect the financial statements[156].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-39783 DELWINDS INSURANCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | N/A | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39783 DELWINDS INSURANCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware N/A (State or other jurisdic ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-39783 DELWINDS INSURANCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | | N/ ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 001-39783 DELWINDS INSURANCE ACQUISITION CORP. (Exact name of registrant as specified in its charter) | Delaware | | N/A | | ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Delwinds Insurance Acquisition Corp.'s financial statements as of March 31, 2021, detail its SPAC financial position, trust assets, and non-cash driven net income [Balance Sheets](index=4&type=section&id=Balance%20Sheets) The balance sheet as of March 31, 2021, shows total assets of $203.0 million, primarily in the trust account, with a reduced warrant liability Balance Sheet Summary (Unaudited) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,303,312 | $1,417,540 | | Investments and cash held in trust account | $201,264,887 | $201,250,535 | | **Total Assets** | **$202,975,193** | **$203,139,636** | | **Liabilities & Equity** | | | | Warrant liability | $5,814,357 | $11,010,963 | | Deferred underwriting commission | $7,043,750 | $7,043,750 | | **Total Liabilities** | **$12,921,304** | **$18,083,095** | | Common stock subject to possible redemption | $201,264,887 | $201,250,535 | | Total stockholder's equity (deficit) | ($11,210,998) | ($16,193,994) | [Statement of Operations](index=5&type=section&id=Statement%20of%20Operations) For the three months ended March 31, 2021, the company reported a net income of nearly $5.0 million, primarily from a non-cash gain on warrant liability fair value Statement of Operations for the Three Months Ended March 31, 2021 (Unaudited) | Item | Amount (USD) | | :--- | :--- | | General, administrative expense, and offering cost | $213,610 | | Loss from operations | ($213,610) | | Change in fair value of warrant liability | $5,196,606 | | Interest income | $13,302 | | **Net Income** | **$4,997,348** | | **Net Income per common share (Basic and Diluted)** | **$0.88** | [Statement of Changes in Stockholders' Equity](index=6&type=section&id=Statement%20of%20Changes%20in%20Stockholders%27%20Equity) The company's total stockholder's deficit improved from $(16.2) million to $(11.2) million, driven by the $5.0 million net income - The stockholder's deficit decreased from **$(16,193,994)** at the end of 2020 to **$(11,210,998)** at the end of Q1 2021, primarily due to the net income of **$4,997,348**[17](index=17&type=chunk) [Statement of Cash Flows](index=7&type=section&id=Statement%20of%20Cash%20Flows) For Q1 2021, net cash used in operating activities was $114,228, with cash at period-end at $1.3 million, adjusted for non-cash warrant fair value changes Cash Flow Summary for the Three Months Ended March 31, 2021 (Unaudited) | Item | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($114,228) | | Net cash used by investing activities | $0 | | Net cash provided by financing activities | $0 | | **Net change in cash** | **($114,228)** | | Cash at beginning of period | $1,417,540 | | **Cash at end of period** | **$1,303,312** | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's accounting policies, SPAC formation, IPO terms, related-party transactions, commitments, and warrant liability fair value methodology - The Company is a **blank check company** formed to effect a business combination, with an intended focus on the **insurance industry**. It has **18 months** from its IPO closing (**December 15, 2020**) to complete a business combination[23](index=23&type=chunk)[24](index=24&type=chunk)[35](index=35&type=chunk) - The company consummated its IPO of **20,125,000 units** at **$10.00 per unit**, generating gross proceeds of **$201,250,000**. Simultaneously, the Sponsor purchased **632,500 private placement units** for **$6,325,000**[26](index=26&type=chunk)[27](index=27&type=chunk) - The fair value of the warrant liability decreased significantly from **$11.0 million** at Dec 31, 2020 to **$5.8 million** at March 31, 2021, resulting in a non-cash gain of **$5.2 million**. The valuation method for public warrants was reclassified from **Level 3** to **Level 1** due to the use of observable market prices[74](index=74&type=chunk)[77](index=77&type=chunk) - The company has a commitment to pay deferred underwriting fees of **$7,043,750**, which is payable only upon the completion of a business combination[69](index=69&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check company, its Q1 2021 non-cash driven net income, liquidity, and contractual obligations - The company is a **blank check company** formed on **April 27, 2020**, to effect a business combination, with a focus on the **insurance industry**[100](index=100&type=chunk) Operating Results Summary | Period | Net Income / (Loss) | Key Driver | | :--- | :--- | :--- | | Quarter ended Mar 31, 2021 | $4,997,348 | $5.2M gain on warrant liability fair value | | Year ended Dec 31, 2020 | ($1,784,919) | $0.6M loss on warrant liability fair value & offering costs | - As of March 31, 2021, the company had **$1,303,312** in cash available outside the trust account to fund its search for a target business and cover operating expenses[109](index=109&type=chunk) - The company has a contractual obligation to pay its Sponsor **$10,000 per month** for administrative support and owes **$7,043,750** in deferred underwriting commissions, payable upon completion of a business combination[117](index=117&type=chunk)[119](index=119&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company believes its market risk is minimal, as IPO proceeds in the Trust Account are invested in short-term U.S. government securities - The company's market risk is considered **minimal** as proceeds from the IPO are invested in **short-term U.S. government securities** or money market funds holding U.S. treasuries[128](index=128&type=chunk) [Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective as of March 31, 2021, due to a material weakness, yet financial statements are fairly presented - Management evaluated disclosure controls and procedures and concluded they were **not effective** as of March 31, 2021, due to a previously disclosed **material weakness**[130](index=130&type=chunk) - Notwithstanding the material weakness, management asserts that the interim financial statements are **fairly presented** in all material respects[131](index=131&type=chunk) - **No changes** were made to the internal control over financial reporting during the quarter that have materially affected, or are reasonably likely to materially affect, the internal controls[132](index=132&type=chunk) [PART II – OTHER INFORMATION](index=29&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has **no legal proceedings** to report[135](index=135&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) The company refers to its Annual Report on Form 10-K for a detailed discussion of risk factors - For a detailed discussion of risk factors, the report refers readers to the company's previously filed **Annual Report on Form 10-K**[136](index=136&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds - The company reports **'None'** for this item[137](index=137&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports **'None'** for this item[138](index=138&type=chunk) [Mine Safety Disclosures](index=29&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[139](index=139&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company reports **'None'** for this item[140](index=140&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and XBRL data - Exhibits filed with the report include **certifications** from the Principal Executive Officer and Principal Financial Officer, as well as **XBRL instance documents**[142](index=142&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39783 DELWINDS INSURANCE ACQUISITION CORP. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if t ...