Abacus Life, Inc. Files 8-K: Material Agreements & Asset Changes

TL;DR

Abacus Life (ABL) dropped an 8-K detailing new debt, asset deals, and equity sales on Dec 2nd.

AI Summary

On December 2, 2024, Abacus Life, Inc. (formerly East Resources Acquisition Co.) entered into a material definitive agreement related to the creation of a direct financial obligation. The company also completed an acquisition or disposition of assets and reported unregistered sales of equity securities. This filing also includes Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions by Abacus Life, Inc., including new financial obligations and asset transactions, which could impact its financial structure and operational strategy.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Abacus Life, Inc. (company) — Registrant
• East Resources Acquisition Co. (company) — Former company name
• December 2, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share ABL The NASDAQ Capital Market
• $11.50 — of common stock at an exercise price of $11.50 per share ABLLW The NASDAQ Capital Mark
• $72,727,075 — re (the "Stock Consideration"), and (b) $72,727,075 aggregate principal amount of the Compa

Filing Documents

• abl-20241202.htm (8-K) — 49KB
• exhibit43_carlislesecondsu.htm (EX-4.3) — 101KB
• exhibit101_carlislesharelo.htm (EX-10.1) — 93KB
• exhivit102_carlislenotesre.htm (EX-10.2) — 188KB
• exhivit103_carlisleequityr.htm (EX-10.3) — 224KB
• exhibit991_carlislexacquis.htm (EX-99.1) — 12KB
• 0001814287-24-000068.txt ( ) — 932KB
• abl-20241202.xsd (EX-101.SCH) — 3KB
• abl-20241202_def.xml (EX-101.DEF) — 16KB
• abl-20241202_lab.xml (EX-101.LAB) — 28KB
• abl-20241202_pre.xml (EX-101.PRE) — 17KB
• abl-20241202_htm.xml (XML) — 5KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement The information contained in Item 2.01 of this Current Report is incorporated herein by reference..

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On December 2, 2024 (the "Closing Date"), Abacus Life, Inc. ("Abacus" or the "Company") completed the purchase (the "Transaction") of all of the outstanding shares of Carlisle Management Company S.C.A., a corporate partnership limited by shares established under the laws of Luxembourg ("CMC") and Carlisle Investment Group S.A.R.L., a private limited liability company incorporated under the laws of Luxembourg ("CIG," and together with CMC, the "Companies"), pursuant to the terms of that certain Share Purchase Agreement (the "Share Purchase Agreement"), by and among Abacus, CMC, CIG, the sellers party thereto (the "Sellers"), and (solely with respect to certain provisions identified therein) Jose Esteban Casares Garcia, Manorhaven Holdings, LLC, Pacific Current Group Limited, certain equityholders of CMC Vehicle, LLC and Pillo Portsmouth Holding Company, LLC, a Delaware limited liability company, in its capacity as the Sellers' Representative thereunder. The Companies are a Luxembourg based investment manager in the life settlement space. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Share Purchase Agreement. The aggregate consideration paid to the Sellers in the Transaction consists of (a) 9,213,735 newly issued shares of Abacus common stock, par value $0.0001 per share (the "Stock Consideration"), and (b) $72,727,075 aggregate principal amount of the Company's 9.875% Fixed Rate Senior Notes due 2028 (the "New Notes"). A portion of the Stock Consideration and the New Notes equal to 10% of the Base Purchase Price was placed in escrow for 18 months following the Closing Date to fund payments for the purchase price adjustment and certain post-closing indemnification obligations. The New Notes will have the same terms (except with respect to issue date and the date from which interest will accrue) as, will be fully fungible with and will be treated as a

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation The information set forth in Item 2.01 is incorporated by reference into this Item 2.03.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 2.01 of this Current Report is incorporated by reference in response to this Item 3.02. The issuance of the Stock Consideration to the Sellers was completed in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On December 2, 2024, Abacus issued a press release announcing the completion of the Transaction. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed "filed" with the U.S. Securities and Exchange Commission (the "SEC") or otherwise incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits (a) Financial Statements of Business Acquired The financial statements of Carlisle Management Company S.C.A. , as of December 31, 2023 and December 31, 2022, and for each of the fiscal years in the two-year period ended December 31, 2023, were previously filed with the SEC as part of the Abacus Life, Inc. Registration Statement on Form S-3 filed with the SEC on October 21, 2024 (the "Registration Statement") and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. The unaudited financial statements of Carlisle Management Company S.C.A., as of June 30, 2024, and for the six months ended June 30, 2024 and 2023, were previously filed with the SEC as part of the Registration Statement and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. (b Pro Forma Financial Information The unaudited pro forma financial information of Abacus Life, Inc. for the year ended December 31, 2023 and the nine months ended September 30, 2024 was previously filed with the SEC as part of the Prospectus Supplement of Abacus Life, Inc. dated November 21, 2024 to the Prospectus dated October 21, 2024, filed with the SEC on November 25, 2024 and, pursuant to General Instruction B.3 of Form 8-K, are not required to be filed herewith. (d) Exhibits Exhibit Number Exhibit Description 2.1 Share Purchase Agreement, by and among Abacus Life, Inc., Carlisle Management Company S.C.A., Carlisle Investment Group S.A.R.L., the Sellers party thereto, Jose Eseteban Casares Garcia, Manorhaven Holdings, LLC, Pacific Current Group Limited, certain equityholders of CMC Vehicle, LLC and Pillo Portsmouth Holding Company, LLC, in its capacity as the Sellers' Representative thereunder, dated as of July 18, 2024. (incorporated by reference to the Company's current report on Form 8-K filed on July 18, 2024 as Exhibit 2.1). 4.1 Base Indenture, dated as of November 10, 2023, between the Compan

Forward Looking Statements

Forward Looking Statements This Current Report on Form 8-K and certain of the materials furnished or filed herewith contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding Abacus' acquisition. The words "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "predict," "project," "potential," "continue," "target" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements are based on management's current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements. These and other risks and uncertainties are described in greater detail in the section entitled "Risk Factors" in Abacus' most recent annual report on Form 10-K, as amended, and quarterly reports on Form 10-Q filed with the SEC, as well as discussions of potential risks, uncertainties, and other important factors in Abacus' other filings with the SEC. Any forward-looking statements represent Abacus' views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Abacus explicitly disclaims any obligation to update any forward-looking statements, except as required by law.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Abacus Life, Inc. (Registrant) Date: December 2, 2024 By: /s/ Jay Jackson Name: Jay Jackson Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR