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United States securities and exchange commission logo
October 10, 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. 2 to
Registration Statement on Form S-1
Filed September 29,
2023
File No. 333-274553
Dear Jay Jackson:
We have reviewed your amended registration statement and have the
following
comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 27,
2023, letter.
Form S-1 Filed September 29, 2023
Liquidity and Capital Resources, page 60
1. We note your response
to prior comment 2 related to the restrictive covenants under the
Owl Rock credit
facility and that the new notes sold in this offering will be used to
retire the Owl Rock
facility. In your disclosure, you state that among the reasons for this
offering is to lessen
the covenant burdens on Abacus compared to the Owl Rock facility.
Revise this section, or
another appropriate section of the amended S-1 to disclose that you
are currently in
compliance with the financial covenants as of a recent date.
Jay Jackson
FirstName LastNameJay Jackson
Abacus Life, Inc.
Comapany
October 10,NameAbacus
2023 Life, Inc.
October
Page 2 10, 2023 Page 2
FirstName LastName
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: Robert Evans, Esq.