United States securities and exchange commission logo
September 27, 2023
Jay Jackson
President and Chief Executive Officer
Abacus Life, Inc.
2101 Park Center Drive,
Suite 170,
Orlando, FL 32835
Re: Abacus Life, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 15,
2023
File No. 333-273411
Dear Jay Jackson:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-1/A filed September 15, 2023
Prospectus Summary, page 6
1. We note that the
projected revenues for 2023 were $71 million, as set forth in the
unaudited prospective
financial information management prepared and provided to the
Board, the company s
financial advisors and East Resources Acquisition in connection
with the evaluation of
the Business Combination. We also note that your actual revenues
for the fiscal period
ended on June 30, 2023, was approximately $ 21.6 million. Similarly,
the projected
origination volume for 2023 showed an increase in originations of 24% year
over year, whereas your
originations have only grown 4% over the most recent quarter,
and actually declined
over the longer six-month period. Please update your disclosure in
Liquidity and Capital
Resources, and elsewhere, to provide updated information about the
Jay Jackson
Abacus Life, Inc.
September 27, 2023
Page 2
company s financial position and further risks to the business
operations and liquidity in
light of these circumstances. Investors should be able to understand
the factors that
impacted the company's ability to meet the financial and performance
projections
provided in support of the business combination, and to better
understand the company's
current prospects.
Risk Factors
Life settlements in which we invest are not currently registered under the
federal securities laws,
page 17
2. This risk factor appears to address two separate risks related to any
determination that the
sale of life settlement products involves the sale of a security. The
first risk is the impact
of your need to comply with registration (or make sales subject to an
exemption). It also
implies that you may need to consider possible liability for any
unregistered sales of
securities made prior to a determination. The second risk is the
possibility that you may
become an investment company, or will need to change your business
model to avoid
investment company status. Revise your disclosure to address these two
risks under
separate headings or sub headings.
3. Please tell us, with a view towards revised disclosure in the risk
factor and business
sections, whether you have had to adjust your business practices for
any sales activities
conducted in areas overseen by the Eleventh and Fifth Circuits. To the
extent that you
have made changes, discuss any impact on your costs related to the
sale of products in
those regions.
Principal Security Holders, page 105
4. We note your disclosure that, among other transactions, many of your
insiders appear to
also be beneficiaries to the Abacus Investment SPV. However, we are not
able to find
disclosure responsive to Item 404 of Regulation S-K, including the
identity of individuals
who are engaged in related party transactions with Abacus. Please revise
your disclosure
FirstName LastNameJay Jackson
to provide Item 404 disclosure for each related party transaction that
occurred during the
Comapany NameAbacus
last fiscal Life,
year, or is Inc. to occur, or provide us your analysis as
to why the
expected
disclosure
September is not
27, 2023 Pagerequired.
2
FirstName LastName
Jay Jackson
FirstName LastNameJay Jackson
Abacus Life, Inc.
Comapany 27,
September NameAbacus
2023 Life, Inc.
September
Page 3 27, 2023 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at
202-551-
3419 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Finance
cc: Tom Bohac, Esq.