Abacus Life Files S-1/A Update

Ticker: ABXL · Form: S-1/A · Filed: May 31, 2024 · CIK: 1814287

Sentiment: neutral

Topics: sec-filing, registration-statement, regulatory-update

TL;DR

Abacus Life S-1/A update filed, responding to SEC comments. Looks like they're moving forward.

AI Summary

Abacus Life, Inc. filed an S-1/A on May 31, 2024, to update its registration statement in response to SEC comments. The company, formerly East Resources Acquisition Co., is incorporated in Delaware and headquartered in Orlando, Florida. This filing relates to their ongoing business operations and regulatory compliance.

Why It Matters

This S-1/A filing indicates Abacus Life is actively responding to SEC comments, suggesting progress in their regulatory and financial reporting processes, which is crucial for investor confidence and potential future capital raises.

Risk Assessment

Risk Level: medium — S-1/A filings often involve complex financial and legal disclosures, and the need to respond to SEC comments can indicate areas requiring clarification or adjustment.

Key Players & Entities

FAQ

What specific SEC comments is Abacus Life responding to in this S-1/A filing?

The filing states it is an 'Updated registration statement in response to SEC comment,' but does not detail the specific comments within the provided text.

When was Abacus Life, Inc. formerly known as East Resources Acquisition Co.?

The date of the name change from East Resources Acquisition Co. to Abacus Life, Inc. was 20200605.

What is the primary business address of Abacus Life, Inc.?

The business address is 2101 PARK CENTER DRIVE, SUITE 200, ORLANDO, FL 32835.

What is the Standard Industrial Classification (SIC) code for Abacus Life, Inc.?

The SIC code is 6282, categorized under Investment Advice.

What is the fiscal year end for Abacus Life, Inc.?

The fiscal year end for Abacus Life, Inc. is December 31 (1231).

Filing Stats: 4,457 words · 18 min read · ~15 pages · Grade level 16.5 · Accepted 2024-05-30 20:27:26

Key Financial Figures

Filing Documents

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS iv SUMMARY 1 RISK FACTORS SUMMARY 5 THE OFFERING 7

DILUTION

DILUTION 27 CAPITALIZATION OF ABACUS AND ITS CONSOLIDATED SUBSIDIARIES 29 MARKET INFORMATION FOR COMMON STOCK 30

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 31

BUSINESS

BUSINESS 71 MANAGEMENT 86 EXECUTIVE AND DIRECTOR COMPENSATION 92 PRINCIPAL SECURITYHOLDERS 101 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 102

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 103 RESTRICTIONS ON RESALE OF THE CAPITAL STOCK 107 MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS 109 INVESTMENT IN ABACUS LIFE, INC. BY EMPLOYEE BENEFIT PLANS 113

UNDERWRITING

UNDERWRITING 115 LEGAL MATTERS 121 EXPERTS 121 WHERE YOU CAN FIND ADDITIONAL INFORMATION 121 I NDEX TO FINANCIAL STATEMENTS F - 1 Neither we nor the underwriters have authorized any other person to provide you with any information other than that contained or incorporated by reference in this prospectus. Neither we nor the underwriters take any responsibility for, or provide any assurance as to the reliability of, any other information that others may give you. We are not, and the underwriters are not, making an offer to sell the shares of common stock in any jurisdiction where the offer or sale is not permitted. This prospectus does not constitute an offer of, or an invitation on our behalf or on behalf of the underwriters to subscribe for and purchase, any securities, and this prospectus may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. You should assume that the information contained in this prospectus is accurate only as of the date on the front of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. i Table of Contents INFORMATION ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 (File No. 333-279347). As permitted by SEC rules, this prospectus does not contain all of the information included in the registration statement. For further information, we refer you to the registration statement, including its exhibits. Statements contained in this prospectus about the provisions or contents of any agreement or other document are not necessarily complete. If the SEC's rules and regulations require that an agreement or document be filed as an exhibit to the registration statement, please see that agreement or document for a complete description of these matters.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words "believe(s)," "estimate(s)," "expect(s)," "predict(s)," "project(s)," "forecast(s)," "may," "might," "will," "could," "should," "would," "seek(s)," "plan(s)," "scheduled," "possible," "continue," "potential," "anticipate(s)" or "intend(s)" or similar expressions; provided that the absence of these does not means that a statement is not forward-looking. Forward-looking statements contained in this prospectus include, but are not limited to, statements about the ability of the Company to: realize the benefits expected from the business combination and related transactions consummated by the Company on June 30, 2023 (the "Business Co

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