0001213900-20-026275.txt : 20210111 0001213900-20-026275.hdr.sgml : 20210111 20200911165604 ACCESSION NUMBER: 0001213900-20-026275 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Delwinds Insurance Acquisition Corp. CENTRAL INDEX KEY: 0001812360 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 851050265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 1021 MAIN STREET, SUITE 1960 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 337-4077 MAIL ADDRESS: STREET 1: ONE CITY CENTRE STREET 2: 1021 MAIN STREET, SUITE 1960 CITY: HOUSTON STATE: TX ZIP: 77002 CORRESP 1 filename1.htm

 

VIA EDGAR

 

September 11, 2020 

 

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jonathan Burr

 

Re:Delwinds Insurance Acquisition Corp.

Draft Registration Statement on Form S-1

Submitted June 9, 2020

CIK 0001812360

 

Dear Mr. Burr:

 

Delwinds Insurance Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), dated July 2, 2020, regarding the Draft Registration Statement on Form S-1 submitted on June 9, 2020.

 

For the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response.

 

 

Draft Registration Statement on Form S-1 submitted June 9, 2020

Exclusive Forum for Certain Lawsuits, page 127

 

1.We note that your exclusive forum provision does not apply to actions arising under the Securities Act or Exchange Act. Please ensure that the exclusive forum provision in the governing documents states this clearly, or tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the Securities Act or Exchange Act.

 

We hereby confirm to the Staff that our Amended and Restated Certificate of Incorporation will state clearly that the exclusive forum provision does not apply to actions arising under the Securities Act or the Exchange Act.

 

 

*    *    *

  

 

 

 

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 

  Very truly yours,
   
  Delwinds Insurance Acquisition Corp.
   
  By: /s/ Andrew Poole
  Name:  Andrew Poole
  Title: Chief Executive Officer

 

cc: Ellenoff Grossman & Schole LLP