Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

DELWINDS INSURANCE ACQUISITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

CALCULATION OF REGISTRATION FEE

| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered | Proposed Maximum Offering Price Per Security | Maximum Aggregate Offering Price(5) | Fee Rate | Amount of Registration Fee
| Equity | Shares of Class A common stock, $0.0001 par value(1) | Other | 27,700,000 | 0.00000333(3) | $92.24 | 0.0000927 | $0.01
Total |  |  |  | 27,700,000 |  | $92.24 |  | $0.01

| (1) | Based on the maximum number of shares of Class A common stock, $0.0001 par value per share (“Class A Common Stock”), of the registrant, Delwinds Insurance Acquisition Corp. (“Delwinds”), issuable in connection with the business combination (the “Business Combination”) to be effected pursuant to a merger agreement among the registrant, FOXO Technologies Inc., a Delaware corporation (“FOXO”), and certain other parties. This number is based on (i) up to 14,000,000 shares of Class A Common Stock issuable as consideration in connection with the Business Combination to holders of Class A common stock of FOXO, (ii) up to 1,300,000 shares of Class A Common Stock issuable upon conversion of shares of Class V common stock of the registrant to be issued in connection with the Business Combination to shareholders of Class B common stock of FOXO, (iii) up to 10,000,000 shares of Class A Common Stock issuable pursuant to the to the Management Contingent Share Plan in connection with the Business Combination and (iv) up to 2,400,000 shares of Class A Common Stock issuable upon exercise of outstanding FOXO 2021 Bridge Debenture Warrants which will be assumed by the registrant and become warrants to purchase shares of Class A Common Stock in connection with the Business Combination.

| (2) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended. FOXO is a private company, no market exists for its securities, and FOXO has an accumulated deficit. Therefore, the proposed maximum aggregate offering price of FOXO shares is one-third of the aggregate par value of the FOXO shares expected to be exchanged in the Business Combination.

| (3) | Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o).