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United States securities and exchange commission logo
May 21, 2024
Jay J. Jackson
Chief Executive Officer
Abacus Life, Inc.
2101 Park Center Drive, Suite 170
Orlando, Florida 32835
Re: Abacus Life, Inc.
Registration
Statement on Form S-1
Filed May 10, 2024
File No. 333-279347
Dear Jay J. Jackson:
We have conducted a limited review of your registration statement
and have the
following comments.
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.
Registration Statement on Form S-1
Business
Proprietary Technology Platforms Support Our Business, page 70
1. We note your disclosure
on page 71 that you have begun developing
Abacusmarketplace.com,
and your reference to ABL Tech using blockchain capabilities
on page 14. Please
disclose whether you have commenced business on these platforms. If
so, disclose the total
number of transactions or sales that have occurred on each platform.
Also, for each
operational platform, disclose how transactions are validated, and who
validates transactions
and maintains the ledger. If you have not commenced business on
this platform, disclose
the following: any known or anticipated material commitments for
capital expenditures,
the sources of funds for such expenditures, and your expected timing
with respect to
business development. Also, if you are dependent on third party vendors or
developers for the
creation or operation of your blockchain, revise the disclosure to name
those vendors and
clarify the reliance.
Jay J. Jackson
Abacus Life, Inc.
May 21, 2024
Page 2
2. We note your disclosure on page 71 that Abacusmarketplace.com will
provide blockchain
tertiary trading, servicing and valuation platform for trading life
insurance
policies. Please clarify, whether you are providing the underlying
technology or whether
you will effectively operate the exchange or trading platform on behalf
of your clients or
customers. Please provide us with a detailed explanation of how the
Abacusmarketplace.com platform acquires, transfers, and records the
offer and sale of any
policies. Also, clarify the extent to which the platform will facilitate
the sale of fractional
interests in a policy, and how the platform provides adequate actuarial
data on the policy
to facilitate the evaluation of that policy, including any scoring
provided by your other
platforms/products.
3. Provide us your analysis as to whether the operation of the
Abacusmarketplace.com
platform impacts your obligations as a license producer of life
settlements, if policies are
bought and sold using your product.
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,
FirstName LastNameJay J. Jackson
Division of
Corporation Finance
Comapany NameAbacus Life, Inc.
Office of Finance
May 21, 2024 Page 2
cc: Ryan Maierson, Esq.
FirstName LastName