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                              August 23, 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. 3 to
Registration Statement on Form S-4
                                                            Filed August 12,
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
August 1, 2022 letter.

       Amended Form S-4 filed August 12, 2022

       General

   1.                                                   Refer to your response
to comment 9. We note your disclosure at page 150 that the
                                                        resignations "may be"
an indication that RBCCM or DB do not want to be associated with
                                                        the disclosure in the
joint proxy statement / consent solicitation / prospectus or underlying
                                                        business analysis
related to the transaction. Please revise at pages 57, 150, and
                                                        throughout, to remove
"may be" from your disclosure to highlight for investors that
                                                        RBCCM's 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.
 Andrew Poole
Delwinds Insurance Acquisition Corp.
August 23, 2022
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 101

2.    We note disclosure on page F-80 that you entered into a consulting
agreement in the
      second quarter of 2022. With reference to Rule 11-01(a)(8), please tell
us your
      consideration of presenting the pro forma impact of the agreement in your
Article 11 pro
      forma information. Address the impact this transaction will have on the
pro forma
      combined financial statements, including the impact on the pro forma
earnings per share
      and statement of operations, and the related accounting implications. If
material, this
      issuance should be presented separately within your pro forma financial
information.
        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.



                                                          Sincerely,
FirstName LastNameAndrew Poole
                                                          Division of
Corporation Finance
Comapany NameDelwinds Insurance Acquisition Corp.
                                                          Office of Finance
August 23, 2022 Page 2
cc:       Meredith Laitner
FirstName LastName