United States securities and exchange commission logo





                           May 27, 2022

       Andrew Poole
       Chief Executive Officer
       Delwinds Insurance Acquisition Corp.
       One City Centre
       1021 Main Street, Suite 1960
       Houston, Texas 77002

                                                        Re: Delwinds Insurance
Acquisition Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed May 13, 2022
                                                            File No. 333-264216

       Dear Mr. Poole:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
5, 2022 letter.

       Amendment No. 1 to the Form S-4 filed May 13, 2022

       Proprietary Insurance Products, page 212

   1.                                                   We note your response
to prior comment 12 and reissue in part. Consistent with your
                                                        response and the
disclosure added on page 83, please clarify here that the purchase of
                                                        Memorial Insurance
Company of America primarily involved the purchase of a license to
                                                        conduct insurance
business and not a material amount of existing insurance business, or
                                                        advise.
       Commercialization of Saliva-Based Epigenic Biomarkers, page 217

   2.                                                   We note your response
to prior comment 14 and reissue in part. We note your disclosure
 Andrew Poole
Delwinds Insurance Acquisition Corp.
May 27, 2022
Page 2
         that your research and development efforts are in various stages of
design and completion
         and that you may be in a position to begin using epigenetic biomarkers
in a commercial
         underwriting context in 2023. We also note your disclosure that the
amount of research
         and development you will conduct will depend upon your capital
following the
         Transactions, and the amount of research and development you require
to commercially
         sell our epigenetic biomarker underwriting technology will depend upon
the results
         you obtain from such research. Please expand to briefly explain the
material anticipated
         steps involved and the projected material costs involved to get the
technology to the point
         where you believe it will be ready for commercialized use. To the
extent the steps and
         costs may vary based on the capital available following the
Transactions or the results of
         initial research, provide a range of reasonable possibilities that are
anticipated. In
         addition, consistent with your disclosure on page 219, clarify
throughout the prospectus
         where appropriate that you do not expect to use epigenetic
underwriting technology in the
         life insurance products you sell initially, and while you hope to
support commercialization
         of your saliva-based underwriting technology by 2023, there is no
guarantee.
        You may contact Michael Henderson at 202-551-3364 or Robert Klein at
202-551-3847
if you have questions regarding comments on the financial statements and
related
matters. Please contact John Stickel at 202-551-3324 or Susan Block at
202-551-3210 with any
other questions.



FirstName LastNameAndrew Poole                                Sincerely,
Comapany NameDelwinds Insurance Acquisition Corp.
                                                              Division of
Corporation Finance
May 27, 2022 Page 2                                           Office of Finance
FirstName LastName