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                               August 1, 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. 2 to
Registration Statement on Form S-4
                                                            Filed July 8, 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
27, 2022 letter.

       Amendment No. 2 to the Form S-4 filed July 8, 2022

       Support Subscription Agreements, page 34

   1.                                                   Please revise to
explain why the Threshold Amount was reduced as a result of the
                                                        RBCCM Termination.
       General

   2.                                                   With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
                                                        has substantial ties
with a non-U.S. person. Please also tell us whether anyone or any
                                                        entity associated with
or otherwise involved in the transaction, is, is controlled by, or has
                                                        substantial ties with a
non-U.S. person. If so, also include risk factor disclosure that
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         addresses how this fact could impact your ability to complete your
initial business
         combination. For instance, discuss the risk to investors that you may
not be able to
         complete an initial business combination with a U.S. target company
should the
         transaction be subject to review by a U.S. government entity, such as
the Committee on
         Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
         disclose that the time necessary for government review of the
transaction or a decision to
         prohibit the transaction could prevent you from completing an initial
business
         combination and require you to liquidate. Disclose the consequences of
liquidation to
         investors, such as the losses of the investment opportunity in a
target company, any price
         appreciation in the combined company, and the warrants, which would
expire worthless.
3.       We note that Deutsche Bank Securities Inc. (   Deutsche Bank   ) has
resigned and is ending
         its involvement with this registration statement. Please disclose the
resignation in the
         registration statement, including the reason for the resignation, and
explain the
         implications for the transaction and investors.
4.       Please tell us whether RBC Capital Markets, LLC (   RBCCM   ) or
Deutsche Bank were
         involved in the preparation of any disclosure that is included in the
registration statement,
         or material underlying disclosure in the registration statement,
including but not limited to
         the disclosure regarding the summary of the financial analyses
prepared by FOXO
         Technologies Inc.   s (   FOXO   ) management and reviewed by the
board of directors of
         Delwinds Insurance Acquisition Corp. (   Delwinds   ) or the projected
financial information
         of FOXO. If so, clarify their involvement, whether they have retracted
any work product
         associated with the transaction, and the risk of such withdrawal and
reliance on their
         expertise. If RBCCM or Deutsche Bank were involved in preparing
disclosure, please
         also include a risk factor describing their role in connection with
the preparation of the
         registration statement and the valuation of FOXO and that they
disclaim any liability in
         connection with such disclosure included in the registration
statement. If applicable,
         please also clarify that RBCCM or Deutsche Bank claim no role in the
SPAC   s business
         combination transaction and have affirmatively disclaimed any
responsibility for any of
         the disclosure in this registration statement. , Please also disclose
the rationale for
         continuing to rely on information disclaimed by the professional
organization associated
         with or responsible for such information, if applicable. Please note
that comments in this
         letter apply to RBCCM's and Deutsche Banks's and their respective
subsidiaries and
         affliates in any capacity.
5.       Please disclose whether Deutsche Bank assisted in the preparation or
review of any
         materials reviewed by the Delwinds board of directors or management as
part of their
         services to FOXO and whether Deutsche Bank has withdrawn their
association with those
         materials and notified Delwinds of such disassociation. Similarly
disclosure whether
         RBCCM assited in the preparation or review of any materials reviewed
by Delwinds
         board of directors or managment as part of its services and whether
RBCCM has
         withdrawn their association with those materials and notified Delwinds
of such
         disassociation. For context, include that there are similar
circumstances in which a
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         financial institution is named and that a firm   s resignation
indicates they are not willing to
         have the liability associated with such work in that transaction.
6.       Please provide us with any correspondence between RBCCM and Delwinds,
and
         Deutsche Bank and FOXO, relating to the respective resignations.
7.       Please provide us with the engagement letters between RBCCM and
Delwinds, and
         Deutsche Bank and FOXO. Please disclose any ongoing obligations of the
companies
         pursuant to the engagement letter that will survive the termination of
the engagement,
         such as indemnification provisions, rights of first refusal, and
lockups, and discuss the
         impacts of those obligations on the companies in the registration
statement.
8.       Please provide us with a letter from RBCCM stating whether it agrees
with the statements
         made in your prospectus related to their resignation and, if not,
stating the respects in
         which they do not agree. Please revise your disclosure accordingly to
reflect that you
         have discussed the disclosure with RBCCM and it either agrees or does
not agree with the
         conclusions and the risks associated with such outcome. If RBCCM does
not respond,
         please revise your disclosure to indicate you have asked and not
received a response and
         disclose the risks to investors. Please provide similar disclosure
regarding Deutsche
         Bank's resignation as FOXO's advisor, as applicable. Additionally,
please indicate that
         RBCCM and Deutsche Bank withdrew from their role as financial advisors
and forfeited
         their fees, if applicable, and that the firms refused to discuss the
reasons for its resignation
         and forfeiture of fees, if applicable, with management. Clarify
whether RBCCM and
         Deutsche Bank performed substantially all the work to earn their fees.
9.       Please revise your disclosure to highlight for investors that RBCCM
and Deutsche Bank   s
         withdrawals indicate that they do not want to be associated with the
disclosure or
         underlying business analysis related to the transaction. In addition,
revise your disclosure
         to caution investors that they should not place any reliance on the
fact that RBCCM and
         Deutsche Bank had been previously involved with the transaction.
10.      Please discuss the potential impact on the transaction related to the
resignation of RBCCM
         and Deutsche Bank. We note that RBCCM was an underwriter for the IPO
of the SPAC
         and both RBCCM and Deutsche Bank are advising or have advised on the
business
         combination transactions. If RBCCM or Deutsche Bank would have played
a role in the
         closing, please revise to identify the party who will be filling their
respective roles.
11.      Please disclose any fees paid or due to RBCCM or Deutsche Bank in
connection with
         their role as a financial advisor. If any of these fees will be
forfeited by their resignation,
         please revise to disclose this information.
12.      We understand that RBCCM, an underwriter in your SPAC IPO, intends to
waive the
         deferred underwriting commissions that would otherwise be due to it
upon the closing of
         the business combination. Please disclose how this waiver was
obtained, why the waiver
         was agreed to, and clarify the SPAC   s current relationship with
RBCCM. Revise your pro
         forma financial information and relevant disclosure referring to the
payment of deferred
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August 1, 2022
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         underwriting commissions.
13.      Please describe what relationship existed between RBCCM and Delwinds
after the close
         of the IPO, including any financial or merger-related advisory
services conducted by
         RBCCM. For example, clarify whether RBCCM had any role in the
identification or
         evaluation of business combination targets.
14.      Please tell us whether you are aware of any disagreements with RBCCM
or Deutsche
         Bank regarding the disclosure in your registration statement. Further,
please add risk
         factor disclosure that clarifies that RBCCM was to be compensated, in
part, on a deferred
         basis for its underwriting services in connection with the SPAC IPO
and such services
         have already been rendered, yet RBCCM is waiving such fees and
disclaiming
         responsibility for the Form S-4 registration statement. Clarify the
unusual nature of such a
         fee waiver and the impact of it on the evaluation of the business
combination.
15.      Disclose whether RBCCM provided you with any reasons for the fee
waiver. If there was
         no dialogue and you did not seek out the reasons why RBCCM was waiving
deferred fees,
         despite already completing their services, please indicate so in your
registration statement.
         Further, revise the risk factor disclosure to explicitly clarify that
RBCCM has performed
         all their obligations to obtain the fee and therefore is gratuitously
waiving the right to be
         compensation.
        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 202-3210
with any other
questions.



FirstName LastNameAndrew Poole                                 Sincerely,
Comapany NameDelwinds Insurance Acquisition Corp.
                                                               Division of
Corporation Finance
August 1, 2022 Page 4                                          Office of
Finance
FirstName LastName