Christopher Spencer C Discloses >5% Stake in FOXO Technologies

TL;DR

**Heads up: Christopher Spencer C just disclosed a >5% stake in FOXO Technologies via a 13D filing!**

AI Summary

Christopher Spencer C filed a Schedule 13D on February 15, 2024, disclosing an event that occurred on January 19, 2024, regarding FOXO Technologies Inc.'s Class A Common stock, par value $0.0001 per share. This filing indicates that Spencer C has acquired beneficial ownership exceeding 5% of FOXO Technologies, triggering the requirement for this disclosure.

Why It Matters

A Schedule 13D filing signals a significant ownership stake, potentially indicating an activist investor or a change in control, which can influence the company's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — A Schedule 13D indicates a substantial ownership stake, which can lead to potential activist involvement or strategic shifts, increasing market uncertainty and volatility.

Key Numbers

• >5% — Beneficial Ownership (Threshold for Schedule 13D filing)
• $0.0001 — Par Value (Per share of Class A Common stock)

Key Players & Entities

• Christopher Spencer C (person) — filer of SC 13D
• FOXO Technologies Inc. (company) — subject company of SC 13D
• KR8 AI INC. (company) — address associated with filer
• Delwinds Insurance Acquisition Corp. (company) — former name of subject company

FAQ

Key Financial Figures

• $0.0001 — suer) Class A Common stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• ea192821-13dchristo_foxotech.htm (SC 13D) — 42KB
• 0001213900-24-014523.txt ( ) — 43KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER. This statement relates to the Class A common stock of FOXO Technologies Inc. (“Issuer”).

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by Spencer C Christopher referred to as “Reporting Person.” (b) The address of the Reporting Person is 7551 SW 67 Avenue, Miami, Florida 33146. (c) The Reporting Person is engaged as Chief Technology Officer of Kr8 ai inc., which maintains an address at 1037 N Laurel Avenue, West Hollywood, California 90046. (d) During the past 5 years, the Reporting Person has not been convicted in a criminal proceeding. (e) During the past 5 years, the Reporting Person has not been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The securities of the Issuer attributed to the Reporting Person reflect 1,300,000 shares of Class A common stock held indirectly by the Reporting Person. These shares were issued to Kr8 ai Inc., of which the Reporting Person is a shareholder, director and officer, for rights granted and services to be rendered pursuant to the Master Software and Services Agreement between Kr8 ai Inc. and the Issuer. The terms of the Master Software and Services Agreement provide for the issuance of additional shares to Kr8 ai Inc. on terms and conditions set forth therein. The transactions between Kr8 ai Inc. and the Issuer is described in a Report of the Issuer on Form 8-K.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person is deemed to have acquired the shares referred to above due to their acquisition by Kr8 ai Inc. for the grant of rights and services to be rendered pursuant to the Master Software and Services Agreement between Kr8 ai Inc. and the Issuer and holds such securities for investment purposes. As an indirect stockholder of the Issuer, the Reporting Person reviews and intends to continue to review, on an ongoing and continued basis, his investment in the Issuer and opportunities to dispose of all or portions of securities of the Issuer held directly or indirectly by the Reporting Person. Depending on the factors discussed below and other factors, and subject to applicable law, the Reporting Person may from time to time acquire additional securities of the Issuer or dispose of some or all of his securities of the Issuer or make proposals to the Issuer. pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, whether various strategic transactions by the Issuer have occurred or may occur; the securities markets in general and those for the Issuer’s securities in particular; the financial condition, results of operations and prospects of the Issuer, including, the Issuer’s ability to compensate Kr8 ai Inc. in cash for services rendered or to be rendered; management and corporate governance of the Issuer; general economic, financial market and industry conditions; other investment and business opportunities available to the Reporting Person; tax considerations; and other factors. 3

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) See rows (11) and (13) of the cover page to this Statement for the aggregate number of shares of Class A common stock and percentage of Class A common stock of the Issuer owned by the Reporting Person. (b) Not applicable. (c) During the past sixty days, except for shares received pursuant to the Master Software and Services Agreement, the Reporting Person has not effected any transactions in the Issuer’s Common Stock. (d) To the best knowledge of the Reporting Person, except as to the securities owned by Kr8 ai Inc., no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Reporting Person. (e) Not applicable.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable, e xcept for such issuances of securities of the Issuer that may be made pursuant to the Master Software and Services Agreement between Kr8 ai Inc. and the Issuer. Reference is made to the Report on Form 8-K filed by the Issuer on January 19, 2024, for the terms and conditions of the Master Software and Services Agreement.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Not applicable. 4 SIGNATURE 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. Date February 15, 2024 Signature /s/ Spencer C Christopher Name/Title : Spencer C Christopher 5

View Full Filing

View this SC 13D filing on SEC EDGAR