Abacus Life, Inc. Files S-1 Registration Statement

TL;DR

<b>Abacus Life, Inc. has filed an S-1 registration statement with the SEC on January 31, 2024, indicating its intent to offer securities to the public.</b>

AI Summary

Abacus Life, Inc. (ABXL) filed a IPO Registration (S-1) with the SEC on January 31, 2024. Abacus Life, Inc. has filed an S-1 registration statement with the SEC. The filing was made on January 31, 2024. The company's principal executive offices are located at 2101 Park Center Drive, Suite 170, Orlando, Florida 32835. The company's IRS Employer Identification No. is 85-1210472. Abacus Life, Inc. is incorporated in Delaware.

Why It Matters

For investors and stakeholders tracking Abacus Life, Inc., this filing contains several important signals. This S-1 filing is a prerequisite for Abacus Life, Inc. to conduct an Initial Public Offering (IPO) or other public sale of its securities, allowing it to raise capital. The detailed information within the S-1 provides potential investors with crucial insights into the company's business, financial condition, and risks, enabling informed investment decisions.

Risk Assessment

Risk Level: low — Abacus Life, Inc. shows low risk based on this filing. The risk is low as this is a standard S-1 filing, which is a preliminary step for a public offering and does not inherently contain negative financial or operational information.

Analyst Insight

Monitor future SEC filings from Abacus Life, Inc. for details on the proposed offering, including the number of shares, price range, and use of proceeds.

Key Numbers

• 0001193125-24-021086 — Accession Number (SEC Filing Identifier)
• 20240131 — Filing Date (Date of S-1 Submission)
• 333-276795 — SEC File Number (Registration Number)
• 851210472 — IRS Number (Employer Identification Number)

Key Players & Entities

• Abacus Life, Inc. (company) — Registrant
• Jay J. Jackson (person) — Chief Executive Officer
• Locke Lord LLP (company) — Legal Counsel
• Alston & Bird LLP (company) — Legal Counsel
• East Resources Acquisition Co (company) — Former Company Name

Forward-Looking Statements

• Abacus Life, Inc. will complete its public offering within the next 6-12 months. (Abacus Life, Inc.) — medium confidence, target: 2025-01-31

FAQ

Industry Context

Abacus Life, Inc. operates in the investment advice sector, classified under SIC code 6282. This S-1 filing is a standard step for companies preparing to go public.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and risk factors.
2. Track the progress of the registration statement with the SEC.
3. Analyze the proposed use of proceeds once disclosed in subsequent filings.

Key Dates

• 2024-01-31: S-1 Filing — Registration statement filed with the SEC.

Year-Over-Year Comparison

This is an initial S-1 filing, so there is no prior filing to compare against for valuation or performance metrics.

Key Financial Figures

• $10.5 million — ime outstanding (including the Companys $10.5 million Amended and Restated Unsecured Senior P
• $25 — entry form, in minimum denominations of $25 and integral multiples of $25 in excess
• $ — the total public offering price will be $, the total underwriting discounts and c
• $2.9 billion — To date, the Company has purchased over $2.9 billion in policy value and has helped thousand
• $15 million — zed a stock repurchase program of up to $15 million of the Companys outstanding common stoc
• $35 million — forecasted range of Adjusted EBITDA of $35 million to $41 million. The Companys actual fin
• $41 million — ge of Adjusted EBITDA of $35 million to $41 million. The Companys actual financial results

Filing Documents

• d756369ds1.htm (S-1) — 2892KB
• d756369dex231.htm (EX-23.1) — 2KB
• d756369dex232.htm (EX-23.2) — 2KB
• d756369dexfilingfees.htm (EX-FILING FEES) — 13KB
• g756369g01a10.jpg (GRAPHIC) — 618KB
• g756369g01a94.jpg (GRAPHIC) — 613KB
• g756369g01a95.jpg (GRAPHIC) — 609KB
• g756369g01a96.jpg (GRAPHIC) — 634KB
• g756369g01a98.jpg (GRAPHIC) — 656KB
• g756369g01a99.jpg (GRAPHIC) — 636KB
• g756369g01b94.jpg (GRAPHIC) — 605KB
• g756369g01b96.jpg (GRAPHIC) — 623KB
• g756369g01b99.jpg (GRAPHIC) — 614KB
• g756369g01y03.jpg (GRAPHIC) — 48KB
• g756369g10a01.jpg (GRAPHIC) — 39KB
• 0001193125-24-021086.txt (&nbsp;) — 10675KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 2 SUMMARY 3 RISK FACTORS SUMMARY 7 THE OFFERING 9

USE OF PROCEEDS

USE OF PROCEEDS 31 CAPITALIZATION OF ABACUS LIFE AND ITS CONSOLIDATED SUBSIDIARIES 32 UNAUDITED PRO FORMA FINANCIAL INFORMATION 33

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 42

BUSINESS

BUSINESS 88 MANAGEMENT 101 EXECUTIVE AND DIRECTOR COMPENSATION 107 PRINCIPAL SECURITYHOLDERS 115 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 117 DESCRIPTION OF THE NOTES 118 BOOK-ENTRY ISSUANCE 126 MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS 128

UNDERWRITING

UNDERWRITING 134 LEGAL MATTERS 137 EXPERTS 138 WHERE YOU CAN FIND ADDITIONAL INFORMATION 139 i Table of Contents INFORMATION ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 (File No. 333-). 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 SECs 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. You should read this prospectus together with any additional information you may need to make your investment decision. You should also read and carefully consider the information in the documents we have referred you to in Where You Can Find Additional Information below. Neither we nor the underwriters have authorized any other person to provide you with any information other than that contained 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. References in this prospectus to Abacus, the Company, we, us, and our refer to Abacus Life, Inc. (formerly known as East Resources Acquisition Company), and not to any of its consolidated subsidiaries, unless otherwise specified or as the context otherwise requires. 1 Table of Contents

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 believes, estimates, expects, predicts, projects, forecasts, may, might, will, could, should, would, seeks, plans, scheduled, possible, continue, potential, anticipates or intends 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 previously disclosed business combination (the Business Combination) and related transactions consummated by the Company on June 30, 2023; maintain the listing of the

financial statements, and the notes and schedules related thereto, which are included elsewhere in this prospectus

financial statements, and the notes and schedules related thereto, which are included elsewhere in this prospectus. As of and for the nine months ended September 30, 2023 As of and for the nine months ended September 30, 2022 As of and for the year ended December 31, 2022 As of and for the year-ended December 31, 2021 Total revenues $ 42,705,904 $ 29,784,048 $ 44,713,553 $ 1,199,986 Total cost of revenues 4,827,907 3,840,969 6,245,131 735,893 Gross profit 37,877,997 25,943,079 38,468,422 464,093 Sales, general, administrative, and depreciation 15,927,375 2,374,134 3,666,826 597,702 Change in fair value of debt 309,865 (859,519 ) 90,719 Unrealized loss on investments (491,356 ) 1,301,821 1,045,623 Income (loss) from operations 22,132,113 23,126,640 33,665,255 (133,609 ) Other (expense) income Other (expense) (1,565 ) (199,958 ) (347,013 ) Interest (expense) (3,620,695 ) (42,798 ) Interest income 71,283 1,474 Loss on change in fair value of warrant liability (943,400 ) Total other (expense) (4,494,377 ) (199,958 ) (388,337 ) Income (loss) before income taxes 17,637,736 22,926,682 33,276,917 (133,609 ) Provision for Income taxes (benefit) 2,238,419 648,887 889,943 Less: Net Income (Loss) attributable to Noncontrolling Interest (339,692 ) 770,093 704,699 (148,155 ) Net and Comprehensive Income (loss) $ 15,399,317 $ 21,507,701 $ 31,682,275 $ 14,546 Balance Sheet Data: Total assets $ 304,301,937 $ 81,400,312 $ 59,094,847 $ 1,840,218 Total liabilities 138,212,190 59,261,147 30,945,150 1,073,325 Total members equity 166,089,747 22,139,164 28,149,697 766,893 Summary of Historical Financial Data for Abacus Settlements The summary historical statements of income data of Abacus Settlements for the years ended December 31, 2022 and 2021 and the historical bala

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View this S-1 filing on SEC EDGAR