POS EX

Filed with the Securities and Exchange Commission on November 14, 2022.

REGISTRATION NO. 333-265009

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

ARIZONA

(STATE OR OTHER JURISDICTION OF

INCORPORATION OR ORGANIZATION)

86-0222062

(I. R. S. EMPLOYER IDENTIFICATION NUMBER)

525 WASHINGTON BOULEVARD

JERSEY CITY, NJ 07310

(212) 554-1234

(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,

INCLUDING AREA CODE, OF REGISTRAT’S PRINCIPAL EXECUTIVE OFFICES)

SHANE DALY

VICE PRESIDENT AND ASSOCIATE GENERAL COUNSEL

EQUITABLE FINANCIAL LIFE INSURANCE COMPANY OF AMERICA

1290 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10104

(212) 554-1234

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,

INCLUDING AREA CODE, OF AGENT FOR SERVICE)

Approximate date of commencement of proposed sale to the public: As soon after the effective date of this Registration Statement as is practicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462 (b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462 (c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”,“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	☒	Smaller reporting company	[ ]
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act .  ☐

NOTE

This Post Effective Amendment No. 1 (“Amendment”) to the Form S-3 Registration Statement No. 333-265009 (“Registration Statement”) of Equitable Financial Life Insurance Company of America (“Equitable America”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing exhibits to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below. Pursuant to Rule 462(d) under the Securities Act, this Amendment shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

PART II

ITEM 16. The Amendment does not amend or delete the currently effective Prospectus or supplements to the Prospectus, or any other part of the Registration Statement except as specifically noted herein. Parts I and II of Pre-Effective Amendment No. 1 to the Form S-3 Registration Statement (File No. 333-265009), filed with the Commission on November 8, 2022, are incorporated by reference.

Other Exhibits:

(1) Underwriting Agreement.

(d) General Agent Sales Agreement dated June 6, 2005, by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

(d)(ii) Second Amendment dated as of April 1, 2008 to General Agent Sales Agreement dated as of April 1, 2008 by and between MONY Life Insurance Company of America and AXA Network, LLC, incorporated herein by reference to registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

(d)(vii) Eighth Amendment to the General Agent Sales Agreement, dated as of November 1, 2019 is by and between MONY Life Insurance Company of America (“MONY America”), an Arizona life insurance company, and AXA Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to Registration Statement on Form N-6 (File No. 333-229238) filed on April 21, 2021.

(d)(viii) Ninth Amendment to the General Agent Sales Agreement, dated as of October 1, 2020 is by and between Equitable Financial Life Insurance Company of America (“EFLOA”), an Arizona life insurance company, and Equitable Network, LLC, a Delaware limited liability company (“General Agent”), incorporated herein by reference to Registration Statement on Form N-6 (File No. 333- 229238) filed on April 21, 2021.

(e) Broker-Dealer Distribution and Servicing Agreement, dated June 6, 2005, made by and between MONY Life Insurance Company of America and AXA Advisors, LLC, incorporated herein by reference to registration statement on Form S-1 (File No. 333-180068) filed on March 13, 2012.

(24) Powers of Attorney, filed herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city and State of New York on this 14th day of November, 2022.

Equitable Financial Life Insurance Company of America
	(Registrant)
By:	/s/ Shane Daly
	Shane Daly
	Vice President and Associate General Counsel Equitable Financial Life Insurance Company of America

As required by the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:

PRINCIPAL EXECUTIVE OFFICER:
*Mark Pearson	Chief Executive Officer and Director
PRINCIPAL FINANCIAL OFFICER:
*Robin Raju	Chief Financial Officer
PRINCIPAL ACCOUNTING OFFICER:
*William Eckert	Chief Accounting Officer

*DIRECTORS:
Kristi Matus Charles G.T. Stonehill Bertram Scott Arlene Isaacs-Lowe	Craig MacKay Daniel G. Kaye Francis Hondal	Joan Lamm-Tennant George Stansfield Mark Pearson

*By:	/s/ Shane Daly
	Shane Daly
	Attorney-in-Fact

November 14, 2022

EX-99.(24)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of Equitable Financial Life Insurance Company of America (the “Company”), an Arizona stock life insurance company, hereby constitutes and appoints José Ramón González, Kurt Meyers, Ralph A. Petruzzo, Nicholas Huth, Shane Daly and Robert Negron, each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any and all reports (and amendments thereto) by the Company under the Securities Exchange Act of 1934 (including but not limited to any report on Forms 10-K, 10-Q or 8-K) and any and all registration statements (and amendments thereto) by the Company or its separate accounts relating to annuity contracts and life insurance policies under the Securities Act of 1933 and/or the Investment Company Act of 1940, including but not limited to the “Registration Statements,” as defined below, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof.

The “Registration Statements” covered by the Power of Attorney are defined to include the registration statements listed below:

Variable Account AA (811-23817)

333-266576

333-266909

Form N-4 registration statements to be filed as necessary.

Equitable America Variable Account A (811-05166)

033-14362

033-20453

033-20696

333-59717

333-72632

333-91776

333-92066

Form N-4 registration statements to be filed as necessary.

Equitable America Variable Account 70A (811-23609)

333-248907

333-265026

333-265028

333-265030

Form N-4 registration statements to be filed as necessary.

Equitable America Variable Account K (811-22886)

333-191149

333-191150

333-207014

333-229237

333-229238

333-256256

Form N-6 registration statements to be filed as necessary.

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Equitable America Variable Account L (811-04234)

002-95990

033-82570

333-56969

333-64417

333-72578

333-72596

333-104162

333-134304

Form N-6 registration statements to be filed as necessary.

Equitable America Variable Account S (811-05100)

033-13183

Form N-6 registration statements to be filed as necessary.

Equitable Financial Life Insurance Company of America

333-210276

333-223704

333-229747

333-236437

333-251416

333-263529

333-263742

333-265009

333-265027

333-265029

333-265032

333-267329

Form S-1 or S-3 registration statements to be filed, as necessary, for Market Value Adjustment interests under MONY Variable Annuity and MONY Custom Master contracts issued by Equitable Life Insurance Company of America.

Form S-1 or S-3 registration statements to be filed, as necessary, for index-linked investment options to be offered in connection with certain flexible annuity contracts. This includes, but is not limited to, the Structured Investment Option, Structured Capital Strategies PLUS^® 21 and Structured Capital Strategies^® Income.

Form S-1 or S-3 registration statements to be filed, as necessary, for index-linked investment options to be offered with certain flexible premium variable life insurance policies. This includes, but is not limited to each Market Stabilizer Option^®.

Form S-1, S-3, N-4 or N-6 registration statements to be filed as necessary, including but not limited to any registration statements filed to continue the offering of, and/or register more securities for, any securities offered by the registration statements identified above.

The undersigned has hereunto set his or her hand this 31st day of October, 2022.

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Signature	Title
/s/ Daniel G. Kaye	Director
Daniel G. Kaye
/s/ Francis Hondal	Director
Francis Hondal
/s/ Arlene Isaacs-Lowe	Director
Arlene Isaacs-Lowe
/s/ Joan Lamm-Tennant	Director
Joan Lamm-Tennant
/s/ Craig MacKay	Director
Craig MacKay
/s/ Kristi Matus	Director
Kristi Matus
/s/ Mark Pearson	Chief Executive Officer and Director
Mark Pearson
/s/ Bertram Scott	Director
Bertram Scott
/s/ George Stansfield	Director
George Stansfield
/s/ Charles G.T. Stonehill	Director
Charles G.T. Stonehill
/s/ Robin Raju	Chief Financial Officer
Robin Raju
/s/ William Eckert	Chief Accounting Officer
William Eckert

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