0001213900-23-094446.txt : 20231208 0001213900-23-094446.hdr.sgml : 20231208 20231208170810 ACCESSION NUMBER: 0001213900-23-094446 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20231208 DATE AS OF CHANGE: 20231208 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOXO TECHNOLOGIES INC. CENTRAL INDEX KEY: 0001812360 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 851050265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91932 FILM NUMBER: 231476273 BUSINESS ADDRESS: STREET 1: 729 WASHINGTON AVE. N STREET 2: SUITE 600 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 BUSINESS PHONE: (612) 562-9447 MAIL ADDRESS: STREET 1: 729 WASHINGTON AVE. N STREET 2: SUITE 600 CITY: MINNEAPOLIS STATE: MN ZIP: 55401 FORMER COMPANY: FORMER CONFORMED NAME: Delwinds Insurance Acquisition Corp. DATE OF NAME CHANGE: 20200518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clearthink Capital Partners, LLC CENTRAL INDEX KEY: 0002003919 IRS NUMBER: 883459534 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 10 TIMES SQUARE 3RD FLOOR CITY: NEW YORK STATE: NV ZIP: 10018 BUSINESS PHONE: 917-658-7878 MAIL ADDRESS: STREET 1: 10 TIMES SQUARE 3RD FLOOR CITY: NEW YORK STATE: NV ZIP: 10018 SC 13G 1 ea189568-13gclear_foxotech.htm SCHEDULE 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

FOXO Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

351471305

(CUSIP Number)

December 1, 2023

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)

☒	Rule 13d-1(c)

☐	Rule 13d-1(d)

^*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 351471305

13G

1.	NAMES OF REPORTING PERSONS UNION CAPITAL, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CLEARTHINK CAPITAL PARTNERS, LLC EIN: 88-345-9534
2.	Check The Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☒
3.	SEC Use Only
4.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned By Each Reporting Person With	5.	Sole Voting Power 600,000 *
	6.	Shared Voting Power 0
	7.	Sole Dispositive Power 6000,000*
	8.	Shared Dispositive Power 0

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 600,000 *
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ☐
11.	Percent of Class Represented By Amount in Row (9) 8.2% (based on the total of 7,310,032 outstanding shares of Common Stock)
12.	Type of Reporting Person (see instructions) OO

*	The reporting person has the obligation to acquire up to 9.9% of the outstanding shares of Common Stock pursuant to an equity line of credit.

CUSIP No. 57541P209

13G

Item 1.

(a)

Name of Issuer
FOXO Technologies, Inc.

(b)

Address of Issuer’s Principal Executive Offices
729 N Washington Ave, Suite 600

Minneapolis, MN 55401

Item 2.

	(a)	Name of Person Filing Clearthink Capital Partners, LLC

	(b)	10 Times Square, 5^th Floor New York, New York 10018

	(c)	Citizenship Delaware

	(d)	Title of Class of Securities Common Stock

	(e)	CUSIP Number 351471305

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

CUSIP No. 351471305

13G

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)	Amount beneficially owned 600,000*

(b)	Percent of class: 8.2% but can be required to purchase up to 9.99%

(c)	Number of shares as to which the person has:

	(i)	Sole power to vote or to direct the vote 600,000*

	(ii)	Shared power to vote or to direct the vote

	(iii)	Sole power to dispose or to direct the disposition of 5,699,974*

	(iv)	Shared power to dispose or to direct the disposition of

*	Consists of Common Stock that the reporting person has the obligation to acquire pursuant to an equity line of credit.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Item 8. Identification and Classification of Members of the Group.

Item 9. Notice of Dissolution of Group.

Item 10. Certification.

	(a)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

	(b)	The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):

		By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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13G

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	12/7/2023 Date

	/s/ Stephen Hart Signature

	Manager Name/Title