FOXO Technologies Inc - 美股招股说明书（2026年2月11日版）

FOXO Technologies Inc. Up to 1,000,000,000 Shares of Class A Common Stock This prospectus relates to the potential offer and resale from time to time by ClearThink Capital Partners, LLC (“ClearThink” or the“Selling Stockholder”) of up to 1,000,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Common Stock”)which will or may be issued to ClearThink pursuant to the terms of the Amended and Restated Strata Purchase Agreement (the“Purchase Agreement”) dated May 15, 2025 with ClearThink Capital Partners, LLC (“ClearThink”). The Purchase Agreement We will not receive any proceeds from the sale of shares of Common Stock by the Selling Stockholder pursuant to this prospectus.Please refer to the section of this prospectus entitled “The ClearThink Transaction” for a description of the Purchase Agreement. The Selling Stockholder may offer, sell or distribute all or a portion of the securities hereby registered publicly or through privatetransactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliancewith state securities or “blue sky” laws. The timing and amount of any sale are within the sole discretion of the Selling Stockholder. Sales of a substantial number of our shares of Common Stock in the public market by the Selling Stockholder and/or by our otherexisting security holders, or the perception that those sales might occur, could depress the market price of the Common Stock andPublic Warrants (as defined below) and could impair our ability to raise capital through the sale of additional equity securities. We areunable to predict the effect that such sales may have on the prevailing market price of the Common Stock and Public Warrants. See Our registration of the securities covered by this prospectus does not mean that the Selling Stockholder will issue, offer or sell, asapplicable, any of the securities. The Selling Stockholder may offer and sell the securities covered by this prospectus in a number ofdifferent ways, at varying prices and for varying gains. We provide more information about how the Selling Stockholder may sell the As it pertains to the shares to be resold under the Purchase Agreement, ClearThink is an “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, as amended. We do not have sufficient capital to fund our operations. Additionally, our independent registered public accounting firm has includedan explanatory paragraph relating to our ability to continue as a going concern in its report on our audited financial statements. Wehave taken various actions to bolster our cash position, including raising funds through the transactions with ClearThink, described Our Common Stock is quoted on the OTCID under the symbol “FOXO.” On August 22, 2025, a Form 25 was filed with the SEC todelist our Common Stock from being listed on the NYSE American. The Form 25 and the delisting were effective 10 days after thedate of filing. The Public Warrants are quoted on the OTCID under the symbol “FOXOW.” On February 5, 2026, the last reportedsales price of the Common Stock was $0.0001 per share and the last reported sales price of the Public Warrants was $0.018 per Public We are an “emerging growth company” as the term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) andwill be subject to reduced public company reporting standards. As such, we have elected to comply with certain reduced public Through the voting rights of our Series A Preferred Stock and Voting and Proxy Agreements, RHI (which is controlled by our ChiefExecutive Officer, Seamus Lagan) currently controls a majority of the voting power of our Company. For so long as the majority ofSeries A Preferred Stock remains outstanding, it is expected that RHI will hold a majority of our outstanding voting power and it willcontrol the outcome of matters submitted to a stockholder vote, including the appointment of all directors of the Company. For moreinformation, see the risk factors titled “Our stockholders have limited voting power compared to the holders of our Series A PreferredStock and RHI controls a majority of the voting power of the Company.,” “Our management controls all corporate activities and can You should read this prospectus and any prospectus supplement, together with additional information described under the heading“Where You Can Find More Information,” carefully before you invest in any of our securities. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described inthe section titled “Risk Factors” beginning on page 7 of this prospectus, and under similar headings in any amendments or Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission