View:
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.
Registration
Statement on Form S-1
Filed September 18,
2023
File No. 333-274553
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 filed September 26, 2023
Management's Discussion And Analysis, page 38
1. We note that in the
risk factors section, you note that you have potential credit exposure to
certain life insurance
companies. Revise the management's discussion and analysis
section to specifically
identify any life insurance companies that represent more than 10%
of the policies that
you have acquired in a particular period for sale to investors, or that
you hold on your
balance sheet. Disclose whether management conducts any ongoing
evaluation of your
portfolio to identify any new concentrations, or to monitor the financial
health of insurance
companies that represent significant concentrations of acquired
policies.
Jay Jackson
FirstName LastNameJay Jackson
Abacus Life, Inc.
Comapany 27,
September NameAbacus
2023 Life, Inc.
September
Page 2 27, 2023 Page 2
FirstName LastName
Liquidity and Capital Resources, page 55
2. We note that you are subject to restrictive covenants by the Owl Rock
credit facility.
Revise this section to disclose your current consolidated net leverage
ratio and liquid asset
coverage ratio.
Incorporation by Reference, page 124
3. Please revise your prospectus to remove this section or provide us
with your analysis
regarding your eligibility to incorporate by reference on Form S-1. In
this regard, we note
that companies that were either shell companies or blank check
companies during the past
three years are ineligible to incorporate by reference on Form S-1.
Please refer to General
Instruction VII.D.1(b) to Form S-1. Revise Form S-1 to provide all
disclosure required by
the form that currently is incorporated by reference, including, but
not limited to the
management's discussion and analysis, financial statements, risk
factors and the
description of your business.
General
4. We note numerous omitted disclosures in the registration statement.
Please fill in all
missing information in an amendment filed prior to any request for
acceleration, including
the fixed interest rate of the notes and your Form T-1 Statement of
Eligibility under Trust
Indenture Act of 1939 in an amendment filed prior to any request for
acceleration.
5. Revise this registration statement consistent with the changes made to
the S-1 (333-
273411) in response to the staff's comments on the amendment filed on
September 15,
2023.
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 other questions.
Sincerely,
Division of
Corporation Finance
Office of
Finance
Jay Jackson
Abacus Life, Inc.
FirstName
September LastNameJay
27, 2023 Jackson
Comapany
Page 3 NameAbacus Life, Inc.
September 27, 2023 Page 3
cc: Robert Evans, Esq.
FirstName LastName