As filed with the Securities and Exchange Commission on September 29, 2023.

Registration

No. ~~333-274553~~

333-273411

U

N

~~ITED~~UNITED STATES

SECURITIES AND

EXCHANGE

COMMISSION

Washington, D.C.

20549

AMENDMENT No. 12

TO

~~This~~The information in this preliminary prospectus ~~relates to a registration statement under the Securities Act of 1933 but~~ is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PROSPECTUS

Preliminary Prospectus

Subject to Completion, ~~Dated September 29, 2023.~~dated [ ], 2023

~~PRELIMINARY PROSPECTUS~~

LOGO

61,800,000 Shares of Common Stock

Up to ~~$60,000,000~~17,250,000 Shares of Common Stock Issuable Upon Exercise of the Public Warrants

~~% Fixed Rate Senior Notes due 2028~~Up to 7,120,000 Shares of Common Stock Issuable Upon Exercise of the Private Placement Warrants

7,120,000 Private Placement Warrants

1,780,000 Shares of Common Stock Issuable Upon Exercise of the Legacy Holder Warrants

1,780,000 Legacy Holder Warrants

~~Abacus Life, Inc., a Delaware corporation (“Abacus” or~~This prospectus relates to the “Company”), is offering up to $60,000,000 aggregate principal amount of Fixed Rate Senior Notes (the “notes”). The notes will bear interest at the rate of % per annum, payable quarterly in arrears on March 30, June 30, September 30offer and ~~December 30 of each year, beginning on December 30, 2023 and ending on the maturity date. The notes will mature on September 30, 2028 (the “maturity date”).~~

~~The Company may, at its option, redeem the notes in whole or in part at any time or~~sale from time to time onby the selling securityholders named in this prospectus (the “Selling Holders”), or ~~after September 30, 2025~~their permitted transferees, of up to 70,700,000 shares of our Common Stock, $0.0001 par value (“Common Stock”), consisting of (i) 8,625,000 shares of Common Stock issued by Abacus Life, Inc. (formerly known as East Resources Acquisition Company) (the “Company”) to East Sponsor, LLC (the “Sponsor”) for an aggregate of $25,000 (equal to approximately $0.0029 per share), 10,000 of which were transferred to our independent directors at a ~~redemption~~valuation of $6.12 per share; (ii) up to 53,175,000 shares of Common Stock that were originally issued at closing of the Business Combination at an implied equity consideration value of $10.00 per share of Common Stock; and (iii) up to 7,120,000 shares of Common Stock (the “Private Placement Warrant Shares”) issuable upon the exercise, at an exercise price of ~~100%~~$11.50 per share, of the ~~outstanding principal amount~~private placement warrants originally issued in connection with the Company IPO (the “Private Placement Warrants”), and (iv) 1,780,000 shares of our Common Stock (the “Legacy Holder Warrant Shares”) issuable upon the exercise, at an exercise price of $11.50 per share, of the ~~notes to be redeemed plus accrued and unpaid interest payments otherwise payable thereon for~~warrants originally issued in connection with the ~~then-current quarterly interest period accrued to, but excluding, the date fixed for redemption as further described under “Description~~closing of the ~~Notes—Optional Redemption~~Business Combination to the legacy members of Abacus Settlements, LLC and Longevity Market Assets, LLC (the “Legacy Holder Warrants”).” In addition, this prospectus relates to the offer and sale from time to time by the Selling Holders, or their permitted transferees, of up to 7,120,000 Private Placement Warrants and 1,780,000 Legacy Holder Warrants.

We are registering the securities for resale pursuant to the Selling Holders’ registration rights under certain agreements between us and the Selling Holders, as applicable to each ~~holder~~Selling Holder. Our registration of the ~~notes~~securities covered by this prospectus does not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may ~~require the Company to repurchase~~offer, sell or distribute all or a portion of ~~such holder’s notes~~their shares of Common Stock or Private Placement Warrants publicly or through private transactions at ~~a purchase price equal to 100% of their principal amount, plus accrued and unpaid interest thereon, if~~prevailing market prices or at negotiated prices. We will not receive any ~~to, but excluding, the date of repurchase as further described under~~ ~~“Description~~ of the ~~Notes-Offer to Repurchase Upon a Change of Control Repurchase Event.”~~ ~~The notes will not be entitled to~~proceeds from any ~~sinking fund.~~

~~The notes will be senior unsecured obligations~~resale of the Common Stock or the Warrant Shares being offered for resale in this prospectus (the “Resale Securities”).

This prospectus also relates to the issuance by us of up to an aggregate of 17,250,000 shares of Common Stock (the “Public Warrant Shares”) that may be issued upon exercise, at an exercise price of $11.50 per share, of the public warrants (the “Public Warrants” and, together with the Private Placement Warrants and Legacy Holder Warrants, the “Warrants”) that were issued in connection with the Company IPO (as defined below). We would receive the proceeds from any exercise of any Warrants for cash, and ~~will rank equal~~we could receive up to an aggregate of approximately $198.4 million from the exercise of the Public Warrants, assuming the exercise in ~~right~~full of ~~payment to~~ all of the ~~Company’s other senior unsecured indebtedness~~Warrants for cash. The Warrants include 7,120,000 Private Placement Warrants, 1,780,000 Legacy Holder Warrants and 17,250,000 Public Warrants (collectively, the “Warrants” and the holders of the Private Placement Warrants, the Legacy Holder Warrants, and the Public Warrants, the “Warrant Holders”), each of which has an exercise price of $11.50 per share of Common Stock. We believe the likelihood that Warrant Holders will exercise the Warrants, and therefore the amount of proceeds that we would receive from such exercises, depends on the trading price of our Common Stock. On September 28, 2023, the closing price of our Common Stock was $7.03 per share. Our Warrants are currently, and in the future may remain, “out-of-the money”, which means the market price of our Common Stock is less than the exercise price of a warrant holder’s Warrants ($11.50 per share). For so long as the Warrants remain “out-of-the money,” we believe our Warrant Holders will be unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us. We expect to use any net proceeds received from the exercise of the Warrants for general corporate purposes. See the section of this prospectus entitled “Use of Proceeds.” To the extent that any of the Warrants are exercised on a “cashless basis,” we will not receive any proceeds upon such exercise.

We provide more information about how the Selling Holders may sell their securities in the section of this prospectus entitled “Plan of Distribution.” We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Holders will pay or assume underwriting fees, discounts and commissions or similar charges, if any, incurred in the sale of securities by them.

We may amend or supplement this prospectus from time to time ~~outstanding (including the Company’s $10.5 million Amended~~by filing amendments or supplements as required.

Our Common Stock and Restated Unsecured Senior Promissory Note, dated as of July 5, 2023). Because the notes will not be secured by any of the Company’s assets, they will be effectively subordinated to any future secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries because the notes will be obligations exclusively of the Company and will not be guaranteed by any of the Company’s subsidiaries.

~~The notes will be issued only in registered book-entry form, in minimum denominations of $25 and integral multiples of $25 in excess thereof. The Company intends to list the notes~~Warrants are listed on the Nasdaq Capital Market^® (“NASDAQ”) ~~within 30 days~~under the symbols “ABL” and “ABLLW,” respectively. On September 28, 2023, the closing price of our Common Stock was $7.03 per share and the closing price of our Warrants was $0.3500 per warrant.

The Resale Securities represent a substantial percentage of the ~~original issue~~total outstanding shares of our Common Stock as of the date ~~under~~of this prospectus. The shares of Common Stock that the Selling Holders (including our officers and directors) can sell into the public markets pursuant to this prospectus is up to (a) 70,700,000 shares of Common Stock, constituting approximately 111% of our issued and outstanding shares of Common Stock and approximately 4,520% of our issued and outstanding shares of Common Stock held by non-affiliates (assuming, in each case, the exercise of all of our Warrants, the vesting and settlement of the outstanding restricted stock units). The sale of Resale Securities and the perception that these sales could occur, including when applicable lock-ups end, could result in a significant decline in the public trading ~~symbol “ .” Currently, there~~price of our securities. Even if the current trading price of our Common Stock is noat or significantly below $10 per share, the price at which the units were issued in the Company Initial Public Offering (the “Company IPO”), certain of the Selling Holders, including the Sponsor, may have an incentive to sell because they will still profit on sales due to the lower price at which they purchased their shares compared to the public securityholders. See the section of this prospectus entitled “Risk Factors—Risks Related to Being a Public Company—Future sales, or the perception of future sales, of a substantial number of shares of our Common Stock, by us or our stockholders in the public market may cause the price of our Common Stock and Warrants to decline.”

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and will be eligible for reduced public company reporting requirements.See the ~~notes and there can be no assurance that one will develop.~~section of this prospectus entitled “Risk Factors—Risks Related to Being a Public Company.”

Investing in ~~the notes~~our Common Stock involves risks. ~~See “Risk Factors” beginning on page 10 of this prospectus for~~For a discussion of the material risks that you should consider, ~~in connection with an investment in the notes.~~see “Risk Factors” beginning on page 14 of this prospectus.

~~Neither~~None of the Securities and Exchange Commission ~~nor~~or any state securities commission has approved or disapproved of ~~the notes nor have any of the foregoing authorities~~these securities or determined if this prospectus is ~~truthful~~accurate or complete. Any representation to the contrary is a criminal offense.

   Per
Note    Total⁽²⁾
Price to Public⁽¹⁾
      $ 60,000,000
Underwriting discount

Proceeds, before expenses, to the Company

Total
      $ 60,000,000

⁽¹⁾	~~Plus accrued interest, if any, from , 2023.~~

⁽²⁾

We have granted the underwriters an option to purchase up to an additional $ aggregate principal amount of the notes, solely to cover overallotments, if any, within 30 days from the date of this prospectus. If the underwriters exercise this option in full, the total public offering price will be $ , the total underwriting discounts and commissions paid by us will be $ , and total proceeds, before expenses, to us will be $ .

The underwriters expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on or about October , 2023, which is the fifth business day following the pricing of the Notes.

~~Piper Sandler~~

The date of this ~~prospectus~~Prospectus is ,September 29, 2023

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 reliabilityTable of ~~any other information that others may give you.~~

We are not, and the underwriters are not, making an offer to sell the notes 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 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.

~~TABLE OF CONTENTS~~

~~Prospectus~~Contents


~~INFORMATION ABOUT THIS PROSPECTUS~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			1

~~FORWARD-LOOKING STATEMENTS~~ABOUT THIS PROSPECTUS			24

PROSPECTUS SUMMARY			36

THE OFFERING			9

INFORMATION RELATED TO OFFERED SHARES			11

RISK FACTORS SUMMARY			5

~~THE OFFERING~~			712

RISK FACTORS			1014

USE OF PROCEEDS			3034

~~CAPITALIZATION OF ABACUS LIFE AND ITS CONSOLIDATED SUBSIDIARIES~~DIVIDEND POLICY			3135

DETERMINATION OF OFFERING PRICE			36

MARKET INFORMATION FOR COMMON STOCK			37

UNAUDITED PRO FORMA FINANCIAL INFORMATION			3238

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			43

BUSINESS			46

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			40

~~BUSINESS~~			8060

MANAGEMENT			9499

EXECUTIVE AND DIRECTOR COMPENSATION			~~100~~105

PRINCIPAL SECURITYHOLDERS			~~107~~112

~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~SELLING HOLDERS			~~109~~114

DESCRIPTION OF ~~THE NOTES~~SECURITIES			~~110~~119

~~BOOK-ENTRY ISSUANCE~~SECURITIES ACT RESTRICTIONS ON RESALE OF SECURITIES			~~118~~

~~MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS~~			~~120~~

~~UNDERWRITING~~			~~126~~127

LEGAL MATTERS			~~130~~128

EXPERTS			~~131~~128

WHERE YOU CAN FIND ADDITIONAL INFORMATION			~~132~~128

INDEX TO FINANCIAL STATEMENTS			F-1

PART II INFORMATION NOT REQUIRED IN PROSPECTUS			II-1

SIGNATURES

i

~~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 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.

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

SPECIAL NOTE REGARDING 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 “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 Company on a securities exchange;

achieve projections and anticipate uncertainties relating to the business, operations and financial performance of the Company, including:

expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder;

expectations regarding product development and pipeline;

expectations regarding market size;

expectations regarding the competitive landscape;

expectations regarding future acquisitions, partnerships or other relationships with third parties; and

future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the ~~future.~~future;

develop, design and sell services that are differentiated from those of competitors;

retain and hire necessary employees;

attract, train and retain effective officers, key employees or directors;

enhance future operating and financial results;

comply with laws and regulations applicable to its business;

stay abreast of modified or new laws and regulations applying to its business, including privacy regulation;

anticipate the impact of, and response to, new accounting standards;

anticipate the significance and timing of contractual obligations; ~~and~~

maintain key strategic relationships with partners and ~~customers.~~customers;

1

respond to uncertainties associated with product and service development and market acceptance;

successfully defend litigation;

upgrade, maintain and secure information technology systems;

access, collect and use personal data about consumers;

acquire, maintain and protect intellectual property;

anticipate rapid technological changes;

meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

effectively respond to general economic and business conditions;

obtain additional capital, including use of the debt market; and

successfully deploy the proceeds from the Business Combination;

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this prospectus, could affect the future results of the Company, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this prospectus:

ability to continue to meet the NASDAQ’s listing standards;

successfully deploy the proceeds from the Business Combination;

inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

risks related to disruption of management’s time from ongoing business operations;

litigation, complaints and/or adverse publicity;

changes in applicable laws or regulations;

possibility that the Company may be adversely affected by other economic, business or competitive factors;

volatility in the markets caused by geopolitical and economic factors;

privacy and data protection laws, privacy or data breaches, or the loss of data;

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

•

the impact of the Coronavirus (“COVID-19”) pandemic on the financial condition and results of operations of the Company; and

other risks and uncertainties detailed under the section entitled “Risk Factors.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this prospectus are more fully described under the heading “Risk Factors” and elsewhere in this prospectus. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this prospectus describe additional factors that could adversely affect the business, financial condition or results of operations of the Company. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can the Company assess the impact of all such risk factors on the business of the Company, or the extent to which any factor or combination of factors may cause actual results to differ materially from those

2

contained in any forward-looking statements. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the foregoing cautionary statements. The Company undertakes no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect the beliefs and opinions of the Company on the relevant subject. These statements are based upon information available to the Company as of the date of this prospectus, and while the Company believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

3

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under the shelf registration process, the Selling Holders may, from time to time, sell the securities offered by them described in this prospectus through any means described in the section of this prospectus entitled “Plan of Distribution.” We will not receive any proceeds from the sale by such Selling Holders of the securities offered by them as described in this prospectus. This prospectus also relates to the issuance by us of the shares of Common Stock issuable upon the exercise of any of the Private Placement Warrants and the Legacy Holder Warrants. We will receive proceeds from any exercise of the Private Placement Warrants or Legacy Holder Warrants for cash. We believe the likelihood that Private Placement Warrant holders and Legacy Holder Warrant holders will exercise their warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our shares of Common Stock. If the trading price for our shares of Common Stock is less than the exercise price of a Private Placement Warrant holder’s or Legacy Holder Warrant holder’s Private Placement Warrants or Legacy Holder Warrants ($11.50 per share), we believe Private Placement Warrant holders and the Legacy Holder Warrant holders will be unlikely to cash exercise their Private Placement Warrants or Legacy Holder Warrants, resulting in little or no cash proceeds to us.

Neither we nor the Selling Holders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Holders take responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Holders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus contains, and any post-effective amendment or any prospectus supplement may contain, market data and industry statistics and forecasts that are based on independent industry publications and other publicly available information. We believe this information is reliable as of the applicable date of its publication, however, we have not independently verified the accuracy or completeness of the information included in or assumptions relied on in these third-party publications. In addition, the market and industry data and forecasts that may be included in this prospectus, any post-effective amendment or any prospectus supplement may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” contained in this prospectus, any post-effective amendment and the applicable prospectus supplement. Accordingly, investors should not place undue reliance on this information.

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part to add information to, or update or change information contained in, this prospectus. Any statement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in such prospectus supplement or post-effective amendment modifies or supersedes such statement. Any statement so modified will be deemed to constitute a part of this prospectus only as so modified, and any statement so superseded will not be deemed to constitute a part of this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the section of this prospectus entitled “Where You Can Find More Information.”

In accordance with the terms of, and transactions contemplated by, the Agreement and Plan of Merger, dated as of August 30, 2022, as amended on October 14, 2022 and April 20, 2023 (as amended, the “Merger Agreement”), by and among the Company (formerly known as East Resources Acquisition Company), LMA Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“LMA Merger Sub”), Abacus Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of

4

the Company (“Abacus Merger Sub” and, together with LMA Merger Sub and the Company, the “Company Parties”), Longevity Market Assets, LLC, a Florida limited liability company (“LMA”), and Abacus Settlements, LLC, a Florida limited liability company (“Abacus Settlements” and, together with LMA, the “Companies”), (1) LMA Merger Sub merged with and into LMA, with LMA surviving such merger (the “LMA Merger”) as a direct wholly owned subsidiary of the Company (the “LMA Surviving Company”), and (2) Abacus Merger Sub merged with and into Abacus Settlements, with Abacus Settlements surviving such merger (the “Abacus Settlements Merger” and, together with the LMA Merger, the “Mergers” and, together with the transactions contemplated by the Merger Agreement, the “Business Combination”) as a direct wholly owned subsidiary of the Company (the “Abacus Surviving Company” and, together with the LMA Surviving Company, the “Surviving Companies”). The Business Combination was consummated on June 30, 2023 (the “Closing Date”), and Abacus Settlements and LMA became wholly owned subsidiaries of the Company. On the Closing Date, the Company changed its name from East Resources Acquisition Company to Abacus Life, Inc.

Unless the context indicates otherwise, references in this prospectus to the “Company,” “Abacus,” “we,” “us,” “our” and similar terms refer to Abacus Life, Inc., a Delaware corporation (formerly known as East Resources Acquisition Corporation), and its consolidated subsidiaries.

5

PROSPECTUS SUMMARY

This summary highlights selected information included in this prospectus and does not contain all of the information that may be important to you. You should read ~~the~~this entire ~~prospectus~~document and its annexes and the other documents to which we refer before you decide how to ~~invest.~~vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

Overview of the Company

Abacus Life, Inc. is composed of two principal operating ~~subsidiaries,~~subsidiaries. Abacus Settlements ~~LLC (“Abacus Settlements”)~~ and ~~Longevity Market Assets, LLC (“LMA”). These principal operating subsidiaries~~LMA comprise a leading vertically integrated alternative asset manager specializing in investing in inforce life insurance products throughout the lifecycle of a life insurance policy. As an alternative asset manager, the Company focuses on originating, holding and servicing life insurance policies. The Company purchases life insurance policies from consumers seeking liquidity and actively manages those policies over time (via trading, holding and/or servicing). To date, the Company has purchased over $2.9 billion in policy value and has helped thousands of clients maximize the value of their life insurance policies.

The mailing address of the Company’s principal executive office is 2101 Park Center Drive, Suite 170, Orlando, Florida 32835 and the telephone number of the Company’s principal executive office is 800-561-4148.

Summary of Historical Financial Data for LMA

The summary of historical statements of income data of LMA for the years ended December 31, 2022 and 2021 and the historical balance sheet data as of December 31, 2022 and December 31, 2021 are derived from LMA’s audited financial statements included elsewhere in this prospectus. The summary historical statements of income data of LMA for the six months ended June 30, 2023 and 2022 and the balance sheet data as of June 30, 2023 and 2022 are derived from LMA’s unaudited interim condensed financial statements included elsewhere in this prospectus.

LMA’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this prospectus.

   As of and for
the six
months ended
June 30, 2023 As of and for
the six
months ended
June 30, 2022 As of and for
the year ended
December 31,
2022 As of and for
the year-ended
December 31,
2021
Statement of Income Data:

Total revenue
   $ 21,584,974 $ 18,276,299 $ 44,713,553 $ 1,199,986
Total cost of revenue
   1,462,950 2,086,075 6,245,131 735,893


Gross profit
   20,122,024 16,190,224 38,468,422 464,093
Sales, general, administrative, and depreciation
   2,689,417 2,298,344 3,666,826 597,702
Change in fair value of debt
   2,398,662 375,513 90,719 —
Unrealized loss on investments
   (798,156 ) 1,054,975 1,045,623 —


Income (loss) from operations
   15,832,101 12,461,392 33,665,255 (133,609 )
Other (expense) income Other (expense)
   (21,651 ) (242,247 ) (347,013 ) —
Interest (expense)
   (941,458 ) — (42,798 ) —
Interest income
   7,457 — 1,474 —


Total other (expense)
   (955,652 ) (242,247 ) (388,337 ) —


Income (loss) before income taxes
   14,876,449 12,219,145 33,276,917 (133,609 )
Provision for Income taxes (benefit)
   (528,104 ) (296,806 ) 889,943 —


	As of and for the six months ended June 30, 2023			As of and for the six months ended June 30, 2022			As of and for the year ended December 31, 2022			As of and for the year ended December 31, 2021
Statement of Income Data:
Total revenue	$	21,584,974		$	18,276,299		$	44,713,553		$	1,199,986
Total cost of revenue		1,462,950			2,086,075			6,245,131			735,893

Gross profit		20,122,024			16,190,224			38,468,422			464,093
Sales, general, administrative, and depreciation		2,689,417			2,298,344			3,666,826			597,702
Change in fair value of debt		2,398,662			375,513			90,719			—
Unrealized loss on investments		(798,156	)		1,054,975			1,045,623			—

Income (loss) from operations		15,832,101			12,461,392			33,665,255			(133,609	)
Other (expense) income Other (expense)		(21,651	)		(242,247	)		(347,013	)		—
Interest (expense)		(941,458	)		—			(42,798	)		—
Interest income		7,457			—			1,474			—

Total other (expense)		(955,652	)		(242,247	)		(388,337	)		—

36

	As of and for the six months ended June 30, 2023			As of and for the six months ended June 30, 2022			As of and for the year ended December 31, 2022		As of and for the year ended December 31, 2021
Income (loss) before income taxes	$	14,876,449		$	12,219,145		$	33,276,917	$	(133,609	)
Provision for Income taxes (benefit)		(528,104	)		(296,806	)		889,943		—
	As of and for the six months ended June 30, 2023			As of and for the six months ended June 30, 2022			As of and for the year ended December 31, 2022		As of and for the year-ended December 31, 2021
Less: Net Income (Loss) attributable to Noncontrolling Interest		(487,303	)		406,641			—		—			(487,303	)		406,641		—		—

Net and Comprehensive Income (loss)	$	14,835,648		$	11,515,698		$	32,386,975	$	(133,609	)	$	14,835,648		$	11,515,698	$	32,386,975	$	(133,609	)

Balance Sheet Data:
Total assets	$	277,334,437		$	22,933,083		$	59,094,847	$	1,840,218		$	277,334,437		$	22,933,083	$	59,094,847	$	1,840,218
Total liabilities		116,835,522			10,626,292			30,945,150		1,073,325			116,835,522			10,626,292		30,945,150		1,073,325
Total members’ equity		160,498,915			12,306,791			28,149,697		766,893			160,498,915			12,306,791		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 balance sheet data as of December 31, 2022 and December 31, 2021 are derived from Abacus Settlement’s audited financial statements included elsewhere in this prospectus. The summary historical statements of income data of Abacus Settlements for the three months ended June 30, 2023 and 2022 and the balance sheet data as of June 30, 2023 and 2022 are derived from our unaudited interim financial statements included elsewhere in this prospectus.

Abacus Settlement’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements, and the notes and schedules related thereto, which are included elsewhere in this prospectus.

   As of and for
the six
months ended
June 30, 2023 As of and for
the six
months ended
June 30, 2022    As of and for
the year ended
December 31,
2022 As of and for
the year-ended
December 31,
2021
Statement of Income Data:

Total revenue
   $ 13,184,676 $ 13,014,664    $ 25,203,463 $ 22,592,144
Total cost of revenue
   9,293,303 8,787,625    16,561,005 14,205,341




Gross profit
   3,891,373 4,227,039    8,642,458 8,386,803
Operating Expenses
   4,854,177 3,954,346    8,686,590 7,449,688




Income (loss) from operations
   (962,804 ) 272,693    (44,132 ) 937,115
Other (expense) income

Interest income
   1,917 1,147    2,199 10,870
Interest (expense)
   (11,725 ) —    (8,817 ) —
Consulting income . . . . . . . . . . . . . . .
   — —    273 50,000
Other income . . . . . . . . . . . . . . . . . . .
   — 273    — 630




Total other (expense) income . . . . .
   (9,808 ) 1,420    (6,345 ) 61,500




Income (loss) before income taxes
   (972,612 ) 274,113    (50,477) 998,615
Provision for Income taxes.
   2,289 1,325    2,018 1,200




Net income (loss)
   $ (974,901 ) $ 272,788    $ (52,495 ) $ 997,415




Balance Sheet Data:

Total assets
   — $ 3,666,138    $ 3,215,812 $5,291,997
Total liabilities
   — 1.330.224    1,204,675 2,569,002
Total members’ equity
   — 2.335.914    2,011,137 2,722,995


	As of and for the six months ended June 30, 2023			As of and for the six months ended June 30, 2022		As of and for the year ended December 31, 2022			As of and for the year ended December 31, 2021
Statement of Income Data:
Total revenue	$	13,184,676		$	13,014,664	$	25,203,463		$	22,592,144
Total cost of revenue		9,293,303			8,787,625		16,561,005			14,205,341

Gross profit		3,891,373			4,227,039		8,642,458			8,386,803
Operating Expenses		4,854,177			3,954,346		8,686,590			7,449,688

Income (loss) from operations		(962,804	)		272,693		(44,132	)		937,115
Other (expense) income
Interest income		1,917			1,147		2,199			10,870
Interest (expense)		(11,725	)		—		(8,817	)		—
Consulting income		—			—		273			50,000
Other income		—			273		—			630

Total other (expense) income		(9,808	)		1,420		(6,345	)		61,500

Income (loss) before income taxes		(972,612	)		274,113		(50,477	)		998,615
Provision for Income taxes		2,289			1,325		2,018			1,200

Net income (loss)	$	(974,901	)	$	272,788	$	(52,495	)	$	997,415

47


	As of and for the six months ended June 30, 2023		As of and for the six months ended June 30, 2022		As of and for the year ended December 31, 2022		As of and for the year ended December 31, 2021
Balance Sheet Data:
Total assets		—	$	3,666,138	$	3,215,812	$	5,291,997
Total liabilities		—		1.330.224		1,204,675		2,569,002
Total members’ equity		—		2.335.914		2,011,137		2,722,995

8

~~Risk Factors Summary~~THE OFFERING

Issuer

Abacus Life, Inc.

Shares of Common Stock offered by the Selling Holders

Up to 70,700,000 shares of our Common Stock consisting of (i) 8,625,000 shares of Common Stock issued by Abacus Life, Inc. (formerly known as East Resources Acquisition Company) (the “Company”) in connection with the Business Combination (as defined herein); (ii) up to 53,175,000 shares of Common Stock that were originally issued at closing of the Business Combination; (iii) up to 7,120,000 shares of Common Stock (the “Private Placement Warrant Shares”) issuable upon the exercise, at an exercise price of $11.50 per share, of the private placement warrants originally issued in connection with the Company IPO (the “Private Placement Warrants”); and (iv) 1,780,000 shares of our Common Stock (the “Legacy Holder Warrant Shares”) issuable upon the exercise, at an exercise price of $11.50 per share, of the warrants originally issued in connection with the closing of the Business Combination to the legacy members of Abacus Settlements, LLC and Longevity Market Assets, LLC (the “Legacy Holder Warrants”).

Warrants Offered by the Selling Holders

Up to 7,120,000 Private Placement Warrants and 1,780,000 Legacy Holder Warrants.

Shares of Common Stock offered by the Company

Up to 24,370,000 shares of Common Stock, consisting of (i) 17,250,000 shares of Common Stock issuable upon exercise of the Public Warrants, (ii) 7,120,000 shares of Common Stock issuable upon the exercise of the Private Placement Warrants, and (iii) 1,780,000 Legacy Holder Warrants.

Shares of Common Stock outstanding prior to exercise of all Warrants

62,961,688 shares of Common Stock (as of June 30, 2023).

Shares of Common Stock outstanding assuming exercise of all Warrants

89,111,688 shares of Common Stock (based on total shares of Common Stock outstanding as of June 30, 2023).

Use of Proceeds

Proceeds from our sale of our Common Stock upon the exercise of Private Placement Warrants, Legacy Holder Warrants, and Public Warrants will be used for general corporate purposes. Additionally, we are filing the registration statement of which this prospectus is a part to permit the Selling Holders to resell their shares of Common Stock, Private Placement Warrants, and Legacy Holder Warrants. All of the Common Stock, Private Placement Warrants, and Legacy Holder Warrants offered by the Selling Holders pursuant to this prospectus will be sold by the Selling Holders for their respective accounts. We will not receive any of the proceeds from these sales. See the section of this prospectus entitled “Use of Proceeds.”

9

Redemption

The Warrants are redeemable in certain circumstances. See the section of this prospectus entitled “Description of Securities – Public Stockholders’ Warrants” for further discussion.

Market for Common Stock and Warrants

Common Stock and Public Warrants are currently traded on NASDAQ under the symbols “ABL” and “ABLLW,” respectively.

Risk Factors

See the section of this prospectus entitled “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities.

For additional information concerning the offering, see the section of this prospectus entitled “Plan of Distribution.”

10

INFORMATION RELATED TO OFFERED SHARES

This prospectus relates to the offer and sale from time to time by the Selling Holders of up to 70,700,000 shares of our Common Stock, $0.0001 par value (“Common Stock”), consisting of:

(i)

8,625,000 shares of Common Stock issued to the Sponsor for an aggregate of $25,000 (equal to approximately $0.0029 per share), 10,000 of which were transferred to our independent directors at a valuation of $6.12 per share. These shares are subject to a lock-up agreement with the Sponsor until one year after the Business Combination or earlier, if the reported last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination.;

(ii)

(ii) up to 53,175,000 shares of Common Stock that were originally issued at closing of the Business Combination at an implied equity value of $10 per share, which are subject to a lock-up expiring 180 days after the closing of the Business Combination for 15% of the shares and 24 months after the closing of the Business Combination for the remaining 85% of the shares; and

(iii)

up to 7,120,000 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise, at an exercise price of $11.50 per share, of the private placement warrants originally issued in connection with the Company IPO (the “Private Placement Warrants”). In addition, this prospectus relates to the offer and sale from time to time by the Selling Holders, or their permitted transferees, of up to 7,120,000 Private Placement Warrants, originally issued in connection with the Company IPO.

(iv)

up to 1,780,000 shares of Common Stock (the “Legacy Holder Warrant Shares”) issuable upon the exercise, at an exercise price of $11.50 per share, of the private placement warrants originally issued in connection with the Business Combination (the “Legacy Holder Warrants”). In addition, this prospectus relates to the offer and sale from time to time by the Selling Holders, or their permitted transferees, of up to 1,780,000 Private Placement Warrants, which issued in connection with the Business Combination.

The ~~notes will~~following table includes information related to the potential profit relating to the Resale Securities based on the price paid or deemed paid for those shares. The table is based on the Company’s internal records and is for illustrative purposes only and should not be ~~unsecured~~relied upon beyond its illustrative nature. The table uses the closing price of the Company’s Common Stock on September 28, 2023 of $7.03 and ~~therefore are effectively subordinated to any secured indebtedness we have incurred or~~the closing price of the Company’s Public Warrants on September 28, 2023 of $0.3500. The table illustrates that some Selling Holders may ~~incur~~realize a positive rate of return on the sale of their Common Stock covered by this Prospectus even if the market price per share of Common Stock is below $10 per share, in which case the ~~future.~~public shareholders may experience a negative rate of return on their investment.


Securities	Per Share Purchase Price		Per Share Price as of September 28, 2023		Illustrative Profit/Loss Per Share
Common Stock Issued in the IPO	$	0.0029	$	7.03		$7.0271
Common Stock transferred to an Independent Director	$	6.12	$	7.03		$ 0.91
Common Stock Issued in the Business Combination	$	10.00	$	7.03		($ 2.97	)
Private Placement Warrants	$	0.00	$	0.3500		$0.3500
Legacy Holder Warrants	$	0.00	$	0.3500		$0.3500

11

RISK FACTORS SUMMARY

The ~~notes will be structurally subordinated~~below is a summary of principal risks to our business and risks associated with ownership of our stock. It is only a summary. You should read the ~~indebtedness~~more detailed discussion of risks set forth below and elsewhere in this prospectus for a more complete discussion of the risks listed below and other ~~liabilities of our subsidiaries.~~risks.

~~The indenture under which the notes are issued contains limited protection for holders of the notes.~~

There is no existing trading market for the notes, and, even if NASDAQ approves the listing of the notes, an active trading market for the notes may not develop, which could limit your ability to sell the notes or the market price of the notes.

~~We may choose to redeem the notes when prevailing interest rates are relatively low.~~

~~An increase in interest rates could result in a decrease in the fair value of the notes.~~

A downgrade, suspension or withdrawal of any credit rating assigned by a rating agency to us or the notes or change in the debt markets could cause the liquidity or market value of the notes to decline significantly.

~~If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the notes.~~

~~We may not be able to repurchase the notes upon a Change of Control Repurchase Event.~~

The Company has entered into certain credit agreements. Each of these agreements limit the Company’s ability to enter into further credit facilities or take on additional debt which could result in additional financial strain on the Company.

The Company’s valuation of certain life insurance policies is tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business.

The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, which could result in a lower return on the Company’s life settlement policies.

The Company’s policy acquisitions are limited by the market availability of life insurance policies that meet the Company’s eligibility criteria and purchase parameters; failure to secure a sufficient number of quality life insurance policies could have a material adverse effect on the Company’s business.

The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could adversely affect the Company’s business.

Historically, there has been a negative public perception of the life settlement industry that could affect the value and/or liquidity of the Company’s investments and the life settlement industry faces political opposition from life insurance companies which could adversely affect the Company’s business.

The Company or third parties the Company relies upon could fail to accurately evaluate, acquire, maintain, track, or collect on life settlement policies, which could adversely affect the Company.

There is a risk of fraud in the origination of the original life insurance policy or in subsequent sales of the life insurance policy that could adversely affect the Company’s returns.

The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities.

If the life settlements in which ~~the Company invests~~we invest were to become regulated as securities, further compliance with federal and state securities laws would be required, which could result in significant additional regulatory burdens on the Company and limit the Company’s investments.

The Company faces privacy and cyber security risks related to its maintenance of proprietary information, including information regarding life settlement policies and the related insureds, and any adverse impact related to such risks could have a material adverse impact on the Company’s business.

The Company is subject to U.S. privacy laws and regulations. Failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of operations; reputational harm; loss of revenue or profits; and other adverse business consequences.

The Company’s business may be subject to additional or different government regulation in the future, which could have a material adverse impact on the Company’s business.

There is currently no direct legal authority regarding the proper federal tax treatment of life settlements and potential future rulings from the Internal Revenue Service (“IRS”) may have significant tax consequences on the Company.

There have been lawsuits in various states questioning whether a purchaser of a life insurance policy has the requisite “insurable interest” in the policy which would permit the purchaser to collect the insurance benefits and an adverse finding in any of these lawsuits could have a material adverse effect on the Company’s business.

The failure of the Company to accurately and timely track and pay premium payments on the life insurance policies it holds could result in the lapse of such policies which would have a material adverse impact on the Company’s business.

12

The originating life insurance company may increase the cost of insurance premiums, which would adversely affect the Company’s returns.

The Company may not be able to liquidate its life insurance policies which could have a material adverse effect on the Company’s business.

The Company assumes the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts.

The Company’s success is dependent upon the services of its management and employees. If the Company is unable to such individuals, its ability to compete could be harmed.

The Company’s intellectual property rights may not adequately protect the Company’s business.

The Company may become subject to costly intellectual property disputes.

The ongoing COVID-19 pandemic, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position.

•

The ongoing COVID-19 pandemic, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position.

We have identified material weaknesses in our internal control over financial reporting. If our remediation of these issues is not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations.

The Company has entered into certain credit agreements. Each of these agreements limit the Company’s ability to enter into further credit facilities or take on additional debt which could result in additional financial strain on the Company.

If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a public company in a timely and reliable manner.

The market price of shares of our Common Stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

We do not intend to pay dividends on our Common Stock for the foreseeable future.

If securities or industry analysts do not publish research or reports about our business or Business Combination or publish negative reports, the market price of our Common Stock could decline.

Our ability to raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. Debt issued to raise additional capital ~~could affect our ability to execute our investment strategy or impact~~may reduce the value of our ~~investments.~~Common Stock.

Our issuance of additional shares of common stock or convertible securities could make it difficult for a company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

Future sales, or the perception of future sales, of our Common Stock by us or our existing stockholders in the public market could cause the market price for our Common Stock to decline.

We are an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our Common Stock less attractive to investors.

Our management has limited experience in operating a public company.

6

~~THE OFFERING~~

~~The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the notes, see “Description of the Notes~~” ~~in this prospectus.~~


~~Issuer~~		~~Abacus Life, Inc., a Delaware corporation.~~

~~Title of the securities~~		~~% Fixed Rate Senior Notes due 2028 (the “notes”).~~

~~Initial aggregate principal amount being offered~~		~~$60,000,000~~

~~Overallotment option~~		~~The underwriters may also purchase from us up to an additional $ aggregate principal amount of notes solely to cover overallotments, if any, within 30 days of the date of this prospectus.~~

~~Principal payable at maturity~~		100% of the aggregate principal amount. The outstanding principal amount of the notes will be payable on the stated maturity date at the office of the trustee, paying agent and security registrar for the notes or at such other office as we may designate.

~~Maturity date~~		~~The notes will mature on September 30, 2028.~~

~~Interest rate~~		~~% per annum.~~

~~Interest periods~~		The initial interest period will be the period from and including the issue date, to, but excluding, the initial interest payment date, and the subsequent interest periods will be the periods from and including an interest payment date to, but excluding, the next interest payment date or the stated maturity date, as the case may be.

~~Interest payment dates~~		~~Each March 30, June 30, September 30 and December 30, beginning on December 30, 2023 and ending on the maturity date. If an interest payment date falls on a~~ ~~non-business~~ ~~day, the applicable interest payment will be made on the next business day and no additional interest will accrue as a result of such delayed payment.~~

~~Interest day count convention~~		~~Interest will be computed on the basis of a~~ ~~360-day~~ ~~year consisting of twelve~~ ~~30-day~~ ~~months.~~

~~Record dates~~		Interest will be paid to the person in whose name a note is registered at the close of business on the 15th calendar day (whether or not a Business Day) preceding the related date an interest payment is due with respect to such note; ~~provided~~ ~~that if the notes are global notes held by DTC, the record date for such notes will be the close of business on the Business Day preceding the applicable interest payment date.~~

~~No guarantees~~		The notes are not guaranteed by any of the Company’s subsidiaries. As a result, the notes will be structurally subordinated to the liabilities of the Company’s subsidiaries as discussed below under “~~Ranking~~.”

7


~~Ranking~~		The notes will be the Company’s senior unsecured obligations and will rank: (i) equal in right of payment to the Company’s other outstanding and future senior unsecured indebtedness (including the Company’s $10.5 million Amended and Restated Unsecured Senior Promissory Note, dated as of July 5, 2023); (ii) senior to any of the Company’s existing and future indebtedness that expressly provides it is subordinated to the notes (including the Company’s indebtedness under its SPV Investment Facility, dated as of July 5, 2023); (iii) effectively subordinated to all of the Company’s existing and future secured indebtedness (including indebtedness that is initially unsecured to which the Company subsequently grants security), to the extent of the value of the assets securing such indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries. As of , 2023, the Company had approximately $ million in principal amount of other senior unsecured long-term debt outstanding, $ of which will be repaid with the proceeds of this offering, and approximately $ million in principal amount of subordinated long-term debt outstanding.

~~Optional redemption~~		The notes may be redeemed in whole or in part at any time or from time to time at the Company’s option on or after September 30, 2025, upon not less than 15 days nor more than 60 days written notice to holders prior to the date fixed for redemption thereof, at a redemption price of 100% of the outstanding principal amount of the notes to be redeemed plus accrued and unpaid interest payments otherwise payable for the then-current quarterly interest period accrued to, but not including, the date fixed for redemption. ~~You may be prevented from exchanging or transferring the notes when they are subject to redemption. Any exercise of our option to redeem the notes will be done in compliance with the Indenture.~~ If the Company redeems only some of the notes by partial redemption, the global notes shall be selected in accordance with applicable rules and procedures of the Depository Trust Company (“DTC”), or in the case of certificated notes, any other method in accordance with the policies and procedures of the trustee. Unless we default in payment of the redemption price, on and after the date of redemption, interest will cease to accrue on the notes called for redemption.

~~Change of control offer to repurchase~~		If the Company is subject to a Change of Control Repurchase Event, each holder of the Notes may require the Company to purchase all or a portion of such holder’s notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of purchase.

~~Repayment at holder’s option~~		~~The notes will not be subject to repayment at the option of the holder at any time prior to the maturity date, except as set forth under~~ ~~“Description of the Notes-Offer to Repurchase Upon a Change of Control Repurchase Event”~~ ~~and will not be entitled to any sinking fund.~~

8


~~Use of proceeds~~		The net proceeds from the offering will be approximately $ million, after deducting the discounts and commissions payable to the underwriters and estimated offering expenses payable by us. The Company intends to use these proceeds for to refinance outstanding debt, which will include the Owl Rock Credit Facility, with the remained used for general corporate purposes. For further information, see “~~Use of Proceeds” in this prospectus.~~

~~Form and denomination~~		The notes will be issued as fully registered global notes which will be deposited with, or on behalf of, the DTC and registered, at the request of DTC, in the name of Cede & Co. Beneficial interests in the global notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as participants in DTC. Beneficial interests in the global notes must be held in minimum denominations of $25 or any amount in excess thereof which is an integral multiple of $25.

~~Further issuances~~		The amount of debt securities the Company can issue under the Indenture is unlimited. The Company will issue notes in the initial aggregate principal amount of $ ($ if the underwriters’ overallotment option is exercised in full). However, the Company may, without your consent and without notifying you, create and issue further notes, which notes may be consolidated and form a single series with the series of notes offered by this prospectus and may have the same terms as to interest rate, maturity, covenants or otherwise; ~~provided~~ ~~that if any such additional notes are not fungible with the notes for U.S. federal income tax purposes, such additional notes will have a separate CUSIP or other identifying number.~~

~~Events of default~~		~~For a discussion of events that will permit acceleration of the payment of the principal of the notes, see “Description of the Notes—Events of Default; Waivers” in this prospectus.~~

~~Indenture and trustee~~		The notes will be issued under an indenture, to be entered into with U.S. Bank Trust Company, National Association, as trustee, as supplemented by a supplemental indenture relating to the issuance of the notes.

~~Governing law~~		~~The notes will be governed by and construed in accordance with the laws of the State of New York.~~

~~Listing~~		~~We intend to list the notes on NASDAQ within 30 days of the issue date under the trading symbol “ .”~~

~~Risk factors~~		~~An investment in the notes involves risks. You should carefully consider the information set forth in the section entitled “—Risk Factors”~~ ~~below, as well as other information included in this prospectus before deciding whether to invest in the notes.~~

913

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this prospectus before making an investment in our ~~notes.~~Common Stock or Warrants. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our ~~notes~~Common Stock and Warrants could decline and you could lose all or part of your investment. This prospectus also contains forward-looking statements that involve risks and uncertainties. See ~~the section titled “Forward-Looking~~“Special Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to ~~our Notes~~the Business of the Company

The ~~notes will be unsecured~~Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and ~~therefore are effectively subordinated to~~ any ~~secured indebtedness we have incurred or may incur in the future.~~

The notes will not be secured by any of our assets or any of the assets of our subsidiaries, including our wholly owned subsidiaries. As a result, the notes will be effectively subordinated to all of our existing and future secured indebtedness (including indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness. As of June 30, 2023, the Company and its subsidiaries had long-term debt with a fair market value of $66,165,396. Because the notes will not be secured by any of our assets, they will be effectively subordinated to any secured indebtedness we may incur in the future (or any indebtedness that is initially unsecured to which we subsequently grant security), to the extent of the value of the assets securing such indebtedness. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our future secured indebtedness may assert rights against the assets pledged to secure that indebtedness in order to receive full payment of their indebtedness before the assets may be used to pay other creditors, including the holders of the notes.

~~The notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.~~

The notes will be obligations exclusively of the Company, and will not be of any of our subsidiaries. None of our subsidiaries will be a guarantor of the notes and the notes are not required to be guaranteed by any subsidiary we may acquire or create in the future. Any assets of our subsidiaries will not be directly available to satisfy the claims of our creditors, including holders of the notes. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of creditors of our subsidiaries will have priority over our equity interests in such entities (and therefore the claims of our creditors, including holders of the notes) with respect to the assets of such entities. Even if we are recognized as a creditor of one or more of these entities, our claims would still be effectively subordinated to any security interests in the assets of any such entity and to any indebtedness or other liabilities of any such entity senior to our claims. Consequently, the notes will be structurally subordinated to all indebtedness and other liabilities of any of our subsidiaries and portfolio companies with respect to which we hold equity investments. As of June 30, 2023, the Company and its subsidiaries had long-term debt with a fair market value of $66,165,396. In addition, the Company and its subsidiaries may incur substantial indebtedness in the future, all of which would be structurally senior to the notes.

~~The indenture under which the notes are issued contains limited protection for holders of the notes.~~

The indenture under which the notes are issued offers limited protection to holders of the notes. The terms of the indenture and the notes do not restrict our or any of our subsidiaries’ ability to engage in, or otherwise be a party to, a variety of corporate transactions, circumstances or events thaterroneous valuations could have a material adverse impact on ~~your investment~~the Company’s business.

The valuation of life insurance policies involves inherent uncertainty (including, without limitation, the life expectancies of insureds and future increases in premium costs to keep the ~~notes. In particular,~~policies in force). There is no guarantee that the ~~terms of the indenture and the notes do not place any restrictions on our or our subsidiaries’ ability to:~~

~~issue securities or otherwise incur additional indebtedness or other obligations, including (1) any indebtedness or other obligations that would be equal in right of payment to the notes, (2) any~~

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indebtedness or other obligations that would be secured and therefore rank effectively senior in right of payment to the notes to the extent of the values of the assets securing such debt and (3) indebtedness of ours that is guaranteed by one or more of our subsidiaries and which therefore is structurally senior to the notes;

~~sell assets (other than certain limited restrictions on our ability to consolidate, merge or sell all or substantially all of our assets);~~

~~enter into transactions with affiliates;~~

~~create liens (including liens on the shares of our subsidiaries) or enter into sale and leaseback transactions;~~

~~make investments; or~~

~~create restrictions on the payment of dividends or other amounts to us from our subsidiaries.~~

Furthermore, the terms of the indenture and the notes do not protect holders of the notes in the event that we experience changes (including significant adverse changes) in our financial condition, results of operations or credit ratings, if any, as they do not require that we adhere to any financial tests or ratios or specified levels of net worth, revenues, income, cash flow, or liquidity.

Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the notes may have important consequences for you as a holder of the notes, including making it more difficult for us to satisfy our obligationsvalue determined with respect to a particular life settlement policy by the ~~notes~~Company will represent the value that will be realized by the Company on the eventual disposition of the related investment or ~~negatively affecting~~that would, in fact, be realized upon an immediate disposition of the ~~trading~~investment. In addition, there can be no guarantee that such valuation accurately reflects the current present value of such life insurance policy at its actual maturity. Uncertainties as to the ~~notes.~~valuation of life insurance policies held by the Company could require adjustments to reported net asset values and could have a material adverse impact on the Company’s business. Uncertainties as to the valuation may also result in the Company being less competitive in the market for originating new life settlement policies and could adversely affect the profits the Company realizes on life settlements purchased and sold.

~~Other debt we issue or incur~~The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, resulting in people living longer in the future, could contain more protections for its holders than the indenture and the notes, including additional covenants and events of default. The issuance or incurrence of any such debt with incremental protections could affect the market for and trading levels and prices of the notes.

~~There is no existing trading market for the notes, and, even if NASDAQ approves the listing of the notes, an active trading market for the notes may not develop,~~ which ~~could limit your ability to sell the notes or the market price of the notes.~~

The notes will be a new issue of debt securities for which there initially will not be a trading market. We intend to list the notes on NASDAQ within 30 days of the original issue date under the symbol “ .” However, there is no assurance that the notes will be approved for listing on NASDAQ.

Moreover, even if the listing of the notes is approved, we cannot provide any assurances that an active trading market will develop or be maintained for the notes or that you will be able to sell your notes. If the notes are traded after their initial issuance, they may trade at a discount from their initial offering price depending on prevailing interest rates, the market for similar securities, our credit ratings, if any, general economic conditions, our financial condition, performance and prospects and other factors. The underwriters have advised us that they intend to make a market in the notes, but they are not obligated to do so. The underwriters may discontinue any market-making in the notes at any time at their sole discretion.

Accordingly, we cannot assure you that the notes will be approved for listing on NASDAQ, that a liquid trading market will develop for the notes, that you will be able to sell your notes at a particular time or that the price you receive when you sell will be favorable. To the extent an active trading market does not develop, the liquidity and trading price for the notes may be harmed. Accordingly, you may be required to bear the financial risk of an investment in the notes for an indefinite period of time.

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~~We may choose to redeem the notes when prevailing interest rates are relatively low.~~

On or after , 2025, we may choose to redeem the notes from time to time, especially when prevailing interest rates are lower than the rate borne by the notes. If prevailing rates are lower at the time of redemption, you would not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the notes being redeemed. Our redemption right also may adversely impact your ability to sell the notes as the optional redemption date or period approaches.

~~An increase in interest rates~~ could result in a ~~decrease~~lower return on the Company’s life settlement policies.

Prices for life insurance policies and annuities that may be obtained by the Company depend, in large measure, upon the ~~fair value~~life expectancy of the ~~notes.~~

In general, as market interest rates rise, notes bearing interest at a fixed rate generally decrease in value. Consequently, if you purchase these notes and market interest rates increase, the fair value of your notes will likely decrease. We cannot predict the future level of market interest rates.

~~A downgrade, suspension or withdrawal of any credit rating assigned by a rating agency to us or the notes or change in the debt markets could cause the liquidity or market value~~underlying insureds. The returns of the ~~notes~~Company’s hold portfolio is almost entirely dependent upon how accurate the actual longevity of an insured is as compared to ~~decline significantly.~~

~~Any credit rating is an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in any credit ratings will generally affect~~ the ~~market value~~Company’s expectation for that insured. Life expectancies are estimates of the ~~notes. These credit ratings may not reflect~~expected longevity or mortality of an insured. In determining the ~~potential impact~~life expectancy of ~~risks relating to~~an insured, the ~~structure or marketing of the notes. Credit ratings~~Company relies on medical underwriting conducted by various medical underwriting firms. The medical underwriting process underlying life expectancy estimates is highly subjective, and mortality and longevity estimates are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Neither we nor any underwriter undertakes any obligation to obtain or maintain any credit ratings or to advise holders of notes of any changes in any credit ratings. Thereinherently uncertain. In addition, there can be no assurance that ~~any credit ratings will remain for any given period~~the applicable medical underwriting firm received accurate or complete information regarding the health of ~~time~~an insured under a life insurance policy, or that such ~~credit ratings~~insured’s health has not changed since the information was received. Different medical underwriting firms use different methods and may arrive at materially different mortality estimates for the same individual based on the same information, thus causing a life insurance policy’s value to vary. Moreover, as methods of calculating mortality estimates change over time, a mortality estimate prepared by any medical underwriting firm in connection with the acquisition of a life insurance policy may be different from a mortality estimate prepared by the same person at a later time. The valuation of the life insurance policies will vary depending on the dates of the related mortality estimates and the medical underwriting firms that provide the supporting information.

Other factors, including, but not limited to, better access to health care, better adherence to treatment plans, improved nutritional habits, improved lifestyle, an improved economic environment and a higher standard of living could also lead to increases in the longevity of the insureds under the life insurance policies. In addition to

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other factors affecting the accuracy of life expectancy estimates, improvements in medicine, disease treatment, pharmaceuticals and other medical and health services may enable insureds to live longer.

The actual longevity of an insured may be materially different than the predicted mortality estimate. If the actual maturity date of life insurance policies are longer than projected, it would delay when the Company could expect to receive a return on its investment and the Company may be unable to meet its investment objectives and goals. For example, a term life insurance policy in which the Company may invest have a stated expiration date on the date at which the underlying insured reaches a certain attained age and, beyond such date, the issuing insurance company may not be ~~lowered or withdrawn entirely~~obligated to pay the face value, but rather only the cash surrender value which is usually maintained at a low value by investors, if any, in accordance with the ~~rating agencies~~terms of such life insurance policy. Therefore, if ~~in their judgment future circumstances relating~~the underlying insured survives to the ~~basis~~stated maturity date set forth in the terms of the ~~credit ratings, such as adverse changes in our~~life insurance policy, the issuing insurance company ~~so warrant. The conditions of~~may only be obligated to pay an amount substantially less than the ~~financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future,~~face value, which could have an adverse effect on the ~~market price~~performance of the ~~notes.~~Company.

The medical underwriting and other firms that provide information for the Company’s forecasts of life expectancies are generally not regulated by the U.S. federal or state governments, with the exception of the states of Florida and Texas, which require life expectancy providers to register with their respective offices of insurance regulation. There can be no assurance that this business will not become more broadly regulated and, if so, that any such regulation would not have a material adverse effect on the ability of the Company to establish appropriate life expectancies in connection with the purchase or sale of policies.

The Company’s policy acquisitions are limited by the market availability of life insurance policies that meet the Company’s eligibility criteria and purchase parameters, and failure to secure a sufficient number of quality life insurance policies could have a material adverse effect on the Company’s business.

The life insurance policy secondary market has grown substantially in the past several years, however, as to whether and how it will continue to develop is uncertain. There are only a limited number of life insurance policies available in the market from time to time. There can be no assurance that the Company will be able to source life insurance policies on terms acceptable to the Company. As more investment funds flow into the market for life insurance policies, margins may be squeezed and the value of the collateral may become comparatively more expensive to purchase or subject to greater competition on the purchase side. There can be no assurance that secondary market life insurance policies will be available to the Company on satisfactory or competitive terms.

The supply of life insurance policies available in the market may be reduced by, among other things: (i) improvement in the economy, resulting in higher investment returns to insureds and other owners of life insurance policies from their investment portfolios; (ii) improvements in health insurance coverage, limiting the need of insureds to obtain funds to pay the cost of their medical treatment by selling their life insurance policies; (iii) the entry into the market of less reputable third-party brokers who submit inaccurate or false life insurance policy information to the Company; (iv) the establishment of new licensing requirements for market participants and a delay in complying or an inability to comply with such new requirements; or (v) refusal of the carrier that issued a life insurance policy to consent to its transfer. A change in the availability of life insurance policies could adversely affect the Company’s ability to execute its strategy and meet its objectives.

The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business.

Life insurance companies have begun offering to repurchase their own in-force life insurance policies from their current policyholders by offering “enhanced cash surrender value payments” above the amount of the net cash surrender value provided under the life insurance contracts’ terms and thus compete directly with the Company and other life settlement providers. The life settlements industry has challenged the legal validity of the

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life insurance companies’ actions, and some state insurance regulators have declared that these repurchase offers are unlawful while other state insurance regulators have approved them. To the extent that life insurance companies can seek to repurchase their own in-force life insurance policies, they present competition to the Company in acquiring policies.

In addition, the Company is subject to significant competition from other life settlement brokers and investment funds for the purchase of life settlement policies. Increased competition for life settlement policies may result in the Company being unable to access the number of life settlement policies that it desires for its business at prices that it deems acceptable.

Historically, there has been a negative public perception of the life settlement industry that could affect the value and/or liquidity of the Company’s investments and the life settlement industry faces political opposition from life insurance companies which could have a material adverse effect on the Company’s business.

Many regulators, lawmakers and other governmental authorities, as well as many insurance companies and insurance industry organizations, are hostile to or otherwise concerned about certain aspects of the longevity-contingent asset markets. The life settlement industry and some of its participants have also been, and may continue to be, portrayed negatively in a number of widely read publications and other forms of media. These opponents regularly contend that life settlement transactions are contrary to public policy by promoting financial speculation on human life and often involve elements of fraud and other wrongdoing. Continued public opposition to the life settlement industry, as well as actual or alleged wrongdoing by participants in the industry, could have a material adverse effect on the Company and its investors, including on the value and/or liquidity of the Company’s investments.

In March 2010, the American Council of Life Insurers, an insurance carrier trade association, issued a press release calling for a complete ban on life settlement securitization. While that effort was not successful, any such federal or state legislation, if passed, could have the effect of severely limiting or potentially prohibiting the continued operation of the Company’s life settlement purchasing operations. All of the foregoing could adversely affect the Company’s ability to execute its investment strategy and meet its investment objective.

The Company or third parties the Company relies upon could fail to accurately evaluate, acquire, maintain, track, or collect on life settlement policies, which could have a material adverse impact on the Company’s revenues.

The Company relies on third party data for tracking and servicing its life settlement policies. This includes the origination and servicing of life settlement policies by the servicing and tracking agent, market counterparties and other service providers, and the Company may not be in a position to verify the risks or reliability of such third-party data and systems. Failures in the systems employed by the Company and other service providers, counterparties, and other parties could result in mistakes made in the evaluation, acquisition, maintenance, tracking and collection of life settlement policies and other longevity-linked investments. This could result in the Company overpaying for life settlement policies it acquires or underpricing life settlement policies it sells. In addition, disruptions in the Company’s operations as a result of a failure in a third party system may cause the Company to suffer, among other things, financial loss, the disruption of its business, liability to third-parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Company.

There is a risk of fraud in the origination of the original life insurance policy or in subsequent sales of the life insurance policy that could adversely affect the Company’s returns which could have a material adverse impact on the Company’s business.

The Company faces the risk that an original owner of a life insurance policy, the related insured, the insurance agent involved in the issuance of such life insurance policy, or other party may have committed fraud,

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or misstated or failed to provide material information in connection with the origination or subsequent sale of that life insurance policy. While most life insurance policies may not be challenged for fraud after the end of the two-year contestability period, there may be situations where such fraud in connection with the issuance of a life insurance policy may survive the contestability period. If an issuing insurance company successfully challenges a life insurance policy acquired by the Company on the grounds of fraud, the Company may lose its entire investment in that life insurance policy. Furthermore, if the age of an insured was misstated, the Company may receive lower death benefits than expected. In addition, there may be information directly relevant to the value of a life insurance policy, including, but not limited to, information relating to the insured’s medical or financial condition, to which the Company will not have access. It is not possible to verify the accuracy or completeness of each piece of information or the completeness of the overall information supplied by such parties. Any such misstatement or omission could cause the Company to rely on assumptions which turn out to be inaccurate. Additionally, there can be no assurance that the seller of a life insurance policy in the tertiary market properly acquired that policy from the former owner, or that a former beneficiary or other interested party will not attempt to challenge the validity of the transfer. The occurrence of any one or more of these factors could adversely affect the Company’s performance and returns.

The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business.

The secondary market for life insurance policies has been subjected to allegations of fraud and misconduct as reflected in certain litigated cases. Some of these cases, some of which have been brought by regulatory authorities, involve allegations of fraud, breaches of fiduciary duty, bid rigging, non-disclosure of material facts and associated misconduct in life settlement transactions. Cases have also been brought by the life insurance companies that challenge the legality of the original issuance of the life insurance policies based on lack of insurable interest, fraud and misrepresentation grounds.

Further, both federal and U.S. state statutes safeguard an insured’s private health information. In addition, insureds frequently have an expectation of confidentiality even if they are not legally entitled to it. Even if the Company properly obtains and uses otherwise private health information, but fails to maintain the confidentiality of such information, the Company may be the subject of complaints from the affected individuals, their families and relatives and, potentially, interested regulatory authorities. Because of the uncertainty of applicable laws, it is not possible to predict the outcome of those disputes. It is also possible that, due to a misunderstanding regarding the scope of consents that a transaction party possesses, the Company may request and receive from health care providers, information that it in fact did not have a right to request or receive. If the Company finds itself to be the recipient of complaints for these acts, it is not possible to predict what the results will be. This uncertainty also increases the likelihood that a transaction party may sell, or cause to be sold, life insurance policies in violation of applicable law, which could potentially result in additional costs related to defending claims or enduring regulatory inquiries, rescinding such transactions, possible legal damages and penalties and probable reduced market value of the affected life insurance policies. Each of the foregoing factors may delay or reduce the return on the policies and adversely affect the Company’s business and results of operations.

Life settlements in which we ~~default~~invest are not currently regulated under the federal securities laws, but if deemed to be securities would require further compliance with federal and state securities laws, which could result in significant additional regulatory burdens on the Company, and limit the Company’s investments, which could have an adverse impact on the Company’s business and results of operations.

The origination and trading in whole, non-variable life insurance policies has historically been understood to not involve transactions in securities. However, on February 22, 2019, the United States Court of Appeals for the Fifth Circuit in a case captioned In the Matter of Living Benefits Asset Management, LLC, vs. Kestrel Aircraft Company, Incorporated, case No. 18-10510, concluded that whole, non-variable life insurance policies, when offered for sale to an investor, were securities for purposes of the Investment Company Act. If this same conclusion were to be reached in other circuits or at the Supreme Court and extended to the Securities Act, there would be significant changes to our industry and it would materially impact the Company’s ability to conduct its business.

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In 2002, the Eleventh Circuit Court of Appeals reached a similar conclusion with respect to fractionalized death benefits payable under non-variable policies in SEC v. Mutual Benefits Corp., however, the District of Columbia Circuit Court of Appeals reached a contrary result with respect to fractionalized death benefits in SEC v. Life Partners which was decided in 1996. The Company does not presently transact in fractionalized death benefits, i.e. buying or selling a part of, but not all of, a life settlement policy, nor does it currently plan to transact in fractionalized death benefits.

On July 22, 2010, the SEC released a staff report that recommended that Congress clearly define life settlements to be securities, so that the investors in life settlements transactions would be protected under the U.S. federal securities laws. To date, the SEC has not made another such recommendation to Congress nor has Congress acted on the SEC staff’s report. If the statutory definitions of “security” were to be amended to encompass life settlements involving non-variable life insurance policies, or if the Supreme Court or other Circuit Courts were to conclude that non-variable life insurance policies are securities for purposes of the Securities Act, the Company could become subject to additional extensive regulatory requirements under the federal securities laws. Those regulatory requirements would include the obligation to register the Company’s sales and offerings of life settlements with the SEC as public offerings under the Securities Act. Also, if the resale of non-variable life insurance policies were to be considered securities, the Company’s ownership of those policies as a percentage of its assets or source of income could be limited as it would likely manage its business to avoid being required to register as an “investment company” pursuant to the Investment Company Act. Those limitations could have an adverse effect on the Company’s business and results of operations. Any legislation or court or regulatory interpretations leading to that regulatory change or a change in the transactions that are characterized as life settlement transactions could lead to significantly increased compliance costs and increased liability risk to the Company, and could adversely affect the Company’s ability to acquire or sell life insurance policies in the future. This could materially and adversely affect the Company’s business, financial condition and results of operations, which in turn could materially and adversely affect the performance of the Company.

The Company cannot assure you as to the ultimate content, timing, or effect of changes, nor is it possible at this time to estimate the impact of any such potential change in administration or new legislation on the Company’s business, financial condition, or results of operations and consequently, any potential material and adverse effect on the performance of the Company.

The Company may be subject to certain U.S. state securities laws, and failure to comply with applicable requirements may result in fines, sanctions and rescission of purchase or sale transactions.

Certain U.S. state laws specifically characterize life settlements as securities transactions. Thus, in some U.S. states, purchases and sales of life insurance policies by the Company may be subject to applicable U.S. state blue sky laws or other U.S. state securities laws. The Company intends to comply with all applicable federal and state securities laws. However, this will not necessarily exempt the Company from compliance with U.S. federal or state broker-dealer laws. The failure to comply with applicable securities laws in connection with the purchase or sale of life settlement policies could result in the Company being subject to fines, administrative and civil sanctions and rescission of life settlement policy purchase or sales transactions. Each of the foregoing factors could materially and adversely affect the performance of the Company.

The Company could in the future be required to register as an investment company under the Investment Company Act or could have to substantively change its business model in order to fit within an applicable exemption from such registration requirement.

The Company’s sales of life insurance policies and investment and financing programs of which the purchase or sale of a life insurance policy is a part are subject to an evolving regulatory landscape. Depending on the facts and circumstances attending such sales or programs, U.S. state and federal securities laws, including the Investment Company Act could be implicated, and it is possible that the Company could in the future be required to register as an investment company under the Investment Company Act. The Company would not be able to continue to operate its business as it does today if required to register as an investment company. In such event, the Company would

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have to substantively change its business model to avoid registration as an investment company under the Investment Company Act. If the Company were required to change its business model in order to fit within an exemption from registration, it would have a material adverse effect on the performance of the Company.

The Company faces privacy and cyber security risks related to its maintenance of proprietary information, including information regarding life settlement policies and the related insureds, and any adverse impact related to such risks could have a material adverse impact on the Company’s business.

The Company relies on data processing systems to price and close transactions, to evaluate investments, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Company’s activities. Further, the Company relies on information systems to store sensitive information about the Company, its affiliates, and its investments, including life settlement policies and information about the related insured individuals and others. While the Company is not aware of security breaches or proceedings related to the processing of information, the loss or improper access, use or disclosure of the Company’s proprietary information can adversely impact the Company. For example, the Company could suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Company.

Additionally, the Company collects information related to life insurance, including nonpublic personal information (“NPI”) and protected health information (“PHI”), and information from its website, such as contact information and high-level policy information. The Company also collects information from its employees, such as standard HR information, and business contact information from third party employees. The Company shares information with its service providers, and has entered into non-disclosure and business association agreements, where appropriate. Although the Company has, and believes that each service provider has, procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches, such measures cannot guarantee absolute security.

Furthermore, the techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently with increasing sophistication and may be difficult to detect for long periods of time. For example, hardware or software acquired from third parties may contain defects in design or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Company may be susceptible to compromise, leading to a breach of the Company’s network and/or business interruptions. The Company’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats.

The Company is subject to U.S. privacy laws and regulations. Failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of operations; reputational harm; loss of revenue or profits; and other adverse business consequences.

Due to the type of information the Company collects, including personal, medical, and financial information on the underlying insureds, and the nature of its services, the Company is subject to privacy laws. In the United States, federal, state and local governments have enacted numerous data privacy and security laws to address privacy, data protection and collection, and the processing and disclosure of certain types of information. Obligations related to these laws are quickly changing, becoming increasingly stringent and creating regulatory uncertainty. In addition, these obligations may be subject to differing applications and interpretations, which can result in inconsistency or conflict among jurisdictions. Among these laws, the Company is likely subject to the Telephone Consumer Protection Act (“TCPA”), Controlling Assault of Non-Solicited Pornography and Marketing Act of 2003, the Gramm-Leach Bliley Act (“GLBA”) and the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

The Company may be considered a financial institution under the GLBA, and is subject to the GLBA through the NPI it collects. The GLBA regulates, among other things, the use of certain information about

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individuals (NPI) in the context of the provision of financial services. The GLBA includes both a “Privacy Rule,” which imposes obligations on financial institutions relating to the use or disclosure of NPI, and a “Safeguards Rule,” which imposes obligations on financial institutions, and indirectly, their service providers, to implement and maintain physical, administrative and technological measures to protect the security of NPI.

The Company has certain business components that are subject to HIPAA. HIPAA imposes privacy, security and breach notification obligations on “covered entities” and “business associates.” Furthermore, HIPAA requires “covered entities” and “business associates” to develop and maintain policies with respect to the protection of PHI. If in violation of HIPAA, the Company may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations. HIPAA also authorizes state Attorneys Generals to file suit on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue the Company in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

Because of the complexity of the various data privacy laws the Company may be subject to, compliance can be costly. The Company has taken general steps to comply with data privacy and security laws. For example, the Company has implemented a number of policies, including policies regarding access controls, customer data privacy, secure data disposal, and incident response and risk assessments. Despite these efforts, the Company may at times fail in its efforts due to the complexity and evolving nature of these laws. Failure to comply with relevant data privacy laws could negatively impact the Company’s operations, including subject the Company to possible government enforcement actions which could result in investigations, fines, penalties, audits, inspection, litigation, additional reporting requirements and/or oversight.

The Company’s business may be subject to additional or different government regulation in the future, which could have a material adverse impact on the Company’s business.

The Company is currently licensed and operating in 49 states. Increased regulation (whether promulgated under insurance laws or any other applicable law) and regulatory oversight of and changes in law applicable to life settlements may restrict the ability of the Company to carry on its business as currently conducted. This could also impose additional administrative burdens on the Company, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Regulatory inquiries often are confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution.

There is currently no direct legal authority regarding the proper federal tax treatment of life settlements and potential future rulings from the IRS may have significant tax consequences on the Company.

There is no direct legal authority regarding the proper U.S. federal income tax treatment of life settlements, and the Company does not plan to request a ruling from the IRS. Consequently, significant aspects of the tax treatment of the Company’s assets are uncertain, and the IRS or a court might not agree with the Company’s treatment of life settlements as prepaid financial contracts that are not debt. If the IRS were successful in asserting an alternative treatment, the tax consequences of ownership and disposition of life settlements could be materially and adversely affected. In addition, in 2007, the U.S. Treasury Department and the IRS released a notice requesting public comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in life settlements, possibly with retroactive effect.

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There have been lawsuits in various states questioning whether a purchaser of a life insurance policy has the requisite “insurable interest” in the policy which would permit the purchaser to collect the insurance benefits and an adverse finding in any of these lawsuits could have a material adverse effect on the Company’s business.

All states require that the initial purchaser of a new life insurance policy insuring the life of another individual have an insurable interest in that individual’s life at the time of the original issuance of the policy. An “insurable interest” is an economic stake in an event for which a person or entity purchases an insurance policy. An insurance policy may only be initially purchased by a person or entity who has an insurable interest in the insured. For example, if a spouse purchases an insurance policy on his or her spouse or a company purchases an insurance policy on an employee. In addition, some states may require that the Company have an insurable interest in the insured. Whether an insurable interest exists in the context of the purchase of a life insurance policy is critical because in the absence of a valid insurable interest, life insurance policies are unenforceable under the laws of most states. Where a life insurance policy has been issued to a policy holder without an insurable interest in the life of the insured, the life insurance company may not be required to pay the face value under the policy and may also be entitled to retain the premiums paid. Generally, there are two forms of insurable interest in the life of an individual, familial and financial. Additionally, an individual is deemed to have an insurable interest in his or her own life. Insurable interest is determined at the inception of the policy. The definition of exactly what constitutes “insurable interest” tends to vary by state. Some cases have also been initiated by life insurance companies, challenging the legality of the original issuance of policies on insurable interest grounds and asserting that such policies constitute “Stranger-Originated Life Insurance” or “STOLI,” which is defined as a practice or plan to initiate a life insurance policy for a third-party investor who, at the time of policy origination, has no insurable interest in the insured. Some states (such as Utah and New York) permit the heirs and beneficiaries of an insured to recover the face value under such STOLI policies rather than the policy owner which lacked insurable interest.

While the Company does not believe it has invested in any STOLI polices, and has policies and procedures in place to identify potential STOLI policies, there can be no guarantee that the Company will identify all STOLI policies. As such, the Company may acquire certain life insurance policies that may be deemed by an issuing insurance company to be STOLI policies, whether purposefully, if the Company deems such life insurance policy to be an attractive investment even after taking into account the insurable interest risk, or inadvertently, where the true nature of such life insurance policy is not discovered prior to its acquisition by the Company. Should an issuing insurance company successfully challenge the validity of a life insurance policy acquired by the Company, the Company will lose its investment in such life insurance policy. Furthermore, the Company will also suffer losses if a family member of an insured is successful in asserting a claim that he or she, and not the Company, is entitled to the face value payable under a life insurance policy.

The failure of the Company to accurately and timely track and pay premium payments on the life insurance policies it holds could result in the lapse of such policies which would have a material adverse impact on the Company’s business.

In order to realize on its investment in life insurance policies, the Company must ensure that the life insurance policies remain in force until they mature or are sold by the Company. Failure by the Company to pay premiums on the life insurance policies when due will result in termination or “lapse” of the life insurance policies and will result in the loss of the Company’s investment in such life insurance policies.

The originating life insurance company may increase the cost of insurance premiums, which would adversely affect the Company’s returns.

For any life insurance policies that may be obtained by the Company, the Company will be responsible for maintaining the policies, including paying insurance premiums. If a life insurance company increases the cost of insurance charged for any of the life insurance policies held by the Company, the amounts required to be paid for

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insurance premiums due for these life insurance policies may increase, requiring the Company to incur additional costs for the life insurance policies which may reduce the value of such life insurance policies and consequently affect the returns available on such policies.

Life insurance companies have in the past materially increased the cost of insurance charges. There can be no assurance that life insurance policies acquired by the Company will not be subject to cost of insurance increases. If any such life insurance policies are affected by a cost of insurance increase, the value of such life insurance policy may be materially reduced and the Company may decide or may be forced to allow such life insurance policy to lapse, resulting in a loss to the Company.

In the event an insurance company experiences significantly higher than anticipated expenses associated with operation and/or policy administration, or, in some instances, lower investment returns, the insurance company may have the right to increase the charges to each of its policy owners, but not beyond guaranteed maximums. While the insurance companies did not specify the reason for the increases, it is generally believed that the low interest rate environment was a significant contributing factor in the decision to raise the cost of insurance.

The Company may not be able to liquidate its life insurance policies which could have a material adverse effect on the Company’s business.

In the ordinary course of its business, the Company engages in the purchase and sale of life insurance policies. The liquidation value of these life insurance policies is important where, for example, it becomes necessary to sell life insurance policies from the Company’s hold portfolio in order to meet the Company’s cash flow needs, including the payment of future premiums.

In many cases liquidations may not be a viable option to meet the Company’s liquidity because of, among other things: (1) the lack of a market for such life insurance policies at the time; (2) the uncertainties surrounding the liquidation value of an individual life insurance policy; (3) the extensive amount of time and effort it might take to sell a life insurance policy; (4) the effect excessive sales of life insurance policies may have on transactions and future cash flows; and (5) the tax consequences.

The Company assumes the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts which could have a material adverse effect on the Company’s profits.

The Company will assume the credit risk associated with life insurance policies issued by various life insurance companies. The failure or bankruptcy of any such life insurance company could have a material adverse impact on the Company’s ability to achieve its investment objectives. A life insurance company’s business tends to track general economic and market conditions that are beyond its control, including extended economic recessions, interest rate changes, the subprime lending market crisis or changes in investor perceptions regarding the strength of insurers generally and the life insurance policies or annuities they offer. Adverse economic factors and volatility in the financial markets may have a material adverse effect on a life insurance company’s business obligation to pay the face value of policies.

The insolvency of any insurance company or a downgrade in the ratings of an insurance company could have a material adverse impact on the value of the related life insurance policies, the collectability of the related face value, cash surrender value or other amounts agreed to be paid by such insurance company. In the event that a life insurance carrier becomes insolvent or is placed into receivership, most state guaranty associations place a $300,000 or lower cap on face value for policies per insured. In addition to the limitations on the amount of coverage, which vary by state, there are limitations on who may make claims under such coverage and the Company may not be eligible to make claims under U.S. state guarantee funds as most U.S. state guarantee fund laws were enacted with the stated goal of assisting policyholders residing in such states. Even if available to the

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Company, guarantee fund coverage limits are typically smaller than the face values of some of the life insurance policies that the Company will acquire. There can be no assurance that as more life settlement transactions are undertaken, legislators will not adopt additional restrictions on the availability of U.S. state guaranty funds.

The Company’s success is dependent upon the services of its experienced management and talented employees. If the Company is unable to retain management and/or key employees, its ability to compete could be harmed.

The success of the Company is dependent upon the talents and efforts of highly skilled individuals employed by the Company and the Company’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate experienced management, talented investment professionals and other employees. Most of the shares registered for sale by the Registration Statement of which this Prospectus is a part are owned by our founders who are also key members of management of the Company.

There can be no assurance that the Company’s management and professionals will continue to be associated with the Company, and the failure to attract or retain such professionals could have a material adverse effect on the Company’s ability to execute on its business plan. Competition in the financial services industry for qualified management and employees is intense and there is no guarantee that, if lost, the talents of the Company’s professionals could be replaced.

The Company’s intellectual property rights may not adequately protect the Company’s business.

To be successful, the Company must protect its technology, know-how and brand through means, such as trademarks, trade secrets, patents, copyrights, service marks, contractual restrictions, and other intellectual property rights and confidentiality procedures. Despite the Company’s efforts to implement these protections, they may not adequately protect its business for a variety of reasons, including:

inability to successfully register or obtain patents and other intellectual property rights for important innovations that sufficiently protect the full scope of such innovations;

inability to maintain appropriate confidentiality and other protective measures to establish and maintain the Company’s trade secrets;

uncertainty in, and evolution of, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights;

potential invalidation of the Company’s intellectual property rights through administrative processes or litigation; and

other practical, resource, or business limitations on the Company’s ability to detect and prevent infringement or misappropriation of our rights and to enforce our rights.

Litigation may be necessary to enforce the Company’s intellectual property or proprietary rights, protect the Company’s trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation, whether or not resolved in the Company’s favor, could result in significant expense to the Company, and divert the time and efforts of the Company’s technical and management personnel. If the Company is unable to prevent third parties from infringing upon, violating or misappropriating the Company’s intellectual property or is required to incur substantial expenses defending the Company’s intellectual property rights, the Company’s business, financial condition and results of operations may be materially adversely affected.

The Company may become subject to intellectual property disputes, which are costly and may subject the Company to significant liability and increased costs of doing business.

The Company may in the future become subject to intellectual property disputes. The Company’s success depends, in part, on the Company’s ability to operate without infringing, misappropriating or otherwise violating

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the intellectual property rights of third parties. However, the Company may not be aware that its practices are infringing, misappropriating or otherwise violating third-party intellectual property rights, and such third parties may bring claims against the Company or its business partners alleging such infringement, misappropriation or violation.

Any claims of intellectual property infringement, even those without merit, may be time-consuming and expensive to resolve, divert management’s time and attention, cause the Company to cease using or incorporating the asserted challenged intellectual property rights expose it to other legal liabilities, or require it to enter into licensing agreements to obtain the right to use a third party’s intellectual property. Although the Company carries general liability insurance, it may not cover potential claims of this type or may not be adequate to indemnify the Company for all liability that may be imposed. The Company cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on the Company’s business, financial condition, or results of operations.

Even if the claims do not result in litigation or are resolved in the Company’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of the Company’s management and harm the Company’s business and results of operations.

The ongoing COVID-19 pandemic, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position.

The COVID-19 pandemic disrupted the global economy in several ways, some of which are still unfolding. COVID-19, or any outbreak of contagious diseases and other adverse public health developments, particularly in the United States, could have a material and adverse effect on our ~~obligations~~business operations. These could include disruptions or restrictions on our ability to ~~pay~~source life settlement policies, as well as temporary closures of our ~~other indebtedness,~~facilities and the facilities of our third-party service providers. Any disruption or delay of our third-party service providers would likely impact our operating results. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of the United States and throughout the world, resulting in an economic downturn that could affect demand for the life insurance policies and significantly impact the Company’s operating results.

We have identified material weaknesses in our internal control over financial reporting. And, prior to the Business Combination, we were not timely in filing our Form 10-K for the year ended December 31, 2022 and our Form 10-Q for the quarter ended March 31, 2023. If our remediation of the material weaknesses are not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to ~~make payments~~accurately or timely report our financial condition or results of operations.

In connection with the audit of our financial statements for Abacus and LMA for the years ended December 31, 2022 and 2021, we identified the same material weakness in our internal control over financial reporting for both Abacus and LMA. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses for both entities related to members of executive management having access to post to the ~~notes.~~general ledger; members of finance having inappropriate information technology access to the general ledger; and journal entry users having the ability to post to the general ledger without formal review or approval. The material weaknesses did not result in a misstatement to our financial statements.

~~Any default under~~We are taking steps to remediate the ~~agreements governing~~material weaknesses and, as it related to executive management and information technology access to the general ledger, LMA and Abacus revoked the inappropriate privileges

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before 2022 year-end. We have also hired a new qualified accounting resource and are in the process of enhancing and formalizing our ~~indebtedness~~accounting, business operations and information technology policies, procedures and controls. We have engaged outside resources to enhance our business documentation process, provide company-wide training and to help with management’s self-assessment and testing of internal controls. We are implementing a new accounting system in 2023 that ~~is not waived by~~will require the ~~required lenders~~appropriate approval of journal entries in our accounting system and ~~the remedies sought by the holders~~are currently working with outside advisors to ensure proper segregation of ~~such indebtedness could make us unable to pay principal, premium, if any,~~duties and ~~interest on the notes and substantially decrease the market value of the notes. If~~put mitigating controls in place. However, we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants,still in the ~~instruments governing our indebtedness, we could be in default under~~process of implementing these steps and cannot assure investors that these measures will significantly improve or remediate the terms of the agreements governing such indebtedness, including the notes. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the other debt we may incur in the future could elect to terminate its commitment, cease making further loans and institute foreclosure proceedings against our assets and we could be forced into bankruptcy or liquidation. material weaknesses described above.

In addition, ~~any such default may constitute a default under~~prior to the ~~notes, which could further limit our ability to repay our debt, including~~Business Combination, the ~~notes. If our operating performance declines, we~~Company (then known as East Resources Acquisition Company), was not timely in filing its Form 10-K for the year ended December 31, 2022 and its Form 10-Q for the year ended March 31, 2023.

We may in the future ~~need to seek to obtain waivers from the lender under the other debt~~discover additional material weaknesses in our system of internal financial and accounting controls and procedures that we may incur in the future to avoid being in default. If we breach our covenants under the other debt and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under the other debt, the lender could exercise its rights as described above, and we could be forced into bankruptcy or liquidation. If we are unable to repay debt, lenders having secured obligations could proceed against the collateral securing the debt.

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~~We may not be able to repurchase the notes upon a Change of Control Repurchase Event.~~

Upon the occurrence of a Change of Control Repurchase Event, unless we have exercised our right to redeem the notes, each holder of the notes will have the right to require us to repurchase all or any part of such holder’s notes at a price equal to 100% of their principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the date of repurchase. If we experience a Change of Control Repurchase Event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to repurchase the notes and any other indebtedness that may be required to be repaid or repurchased as a result of such event. A failure to repurchase the notes as required under the indenture would result in a ~~default under~~material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the ~~indenture, which could have material adverse consequences for us and the holders~~control system’s objectives will be met. Because of the ~~notes. See “Description~~inherent limitations in all control systems, no evaluation of ~~the Notes—Offer~~controls can provide absolute assurance that misstatements due to ~~Repurchase Upon a Change~~error or fraud will not occur or that all control issues and instances of ~~Control Repurchase Event” herein.~~fraud will be detected.

On or about June 30, 2023, the Company entered into each of the Owl Rock Credit Facility, the SPV Purchase and Sale, including the Policy APA, and the SPV Investment Facility. Each of these agreements ~~limits~~limit the Company’s ability to enter into further credit facilities or take on additional debt which could result in additional financial strain on the Company.

~~Owl Rock Credit Facility~~Risks Related to the Business of the Company

~~On July 5, 2023,~~The Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business.

The valuation of life insurance policies involves inherent uncertainty (including, without limitation, the life expectancies of insureds and future increases in premium costs to keep the policies in force). There is no guarantee that the value determined with respect to a particular life settlement policy by the Company ~~entered into a Credit Agreement (the “Owl Rock Credit Facility”), among~~will represent the value that will be realized by the Company on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. In addition, there can be no guarantee that such valuation accurately reflects the current present value of such life insurance policy at its actual maturity. Uncertainties as ~~borrower,~~to the ~~several banks~~valuation of life insurance policies held by the Company could require adjustments to reported net asset values and ~~other persons from time~~could have a material adverse impact on the Company’s business. Uncertainties as to ~~time party thereto (the “Owl Rock Lenders”),~~the valuation may also result in the Company being less competitive in the market for originating new life settlement policies and ~~Owl Rock Capital Corporation,~~could adversely affect the profits the Company realizes on life settlements purchased and sold.

The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, resulting in people living longer in the future, which could result in a lower return on the Company’s life settlement policies.

Prices for life insurance policies and annuities that may be obtained by the Company depend, in large measure, upon the life expectancy of the underlying insureds. The returns of the Company’s hold portfolio is almost entirely dependent upon how accurate the actual longevity of an insured is as ~~administrative~~compared to the Company’s expectation for that insured. Life expectancies are estimates of the expected longevity or mortality of an insured. In determining the life expectancy of an insured, the Company relies on medical underwriting conducted by various medical underwriting firms. The medical underwriting process underlying life expectancy estimates is highly subjective, and ~~collateral agent~~mortality and longevity estimates are inherently uncertain. In addition, there can be no assurance that the applicable medical underwriting firm received accurate or complete information regarding the health of an insured under a life insurance policy, or that such insured’s health has not changed since the information was received. Different medical underwriting firms use different methods and may arrive at materially different mortality estimates for the ~~Owl Rock Lenders thereunder.~~

~~The Owl Rock Credit Facility, among other things:~~

~~requires Abacus Settlements and LMA and certain subsidiaries~~same individual based on the same information, thus causing a life insurance policy’s value to vary. Moreover, as methods of ~~Abacus Settlements and LMA to guarantee the loans to be provided under the Owl Rock Credit Facility pursuant to separate loan documentation;~~

~~provides credit extensions for (i) an initial term loan in an aggregate principal amount of $25.0 million upon the closing of the Owl Rock Credit Facility, and (ii)~~calculating mortality estimates change over time, a delayed draw term loan in an aggregate principal amount of $25.0 million, with the delayed draw term loan drawn in a period between 90 and 120 days after the closing of the Owl Rock Credit Facility upon satisfaction of certain conditions precedent;

~~provides proceeds from the Owl Rock Credit Facility for working capital and the business requirements of the enterprise, and to fund acquisitions, investments and other transactions not prohibited~~mortality estimate prepared by ~~the loan documentation (with expected prohibitions related to, among other potential items, the use of such proceeds to pay transaction costs incurred~~any medical underwriting firm in connection with the ~~Business Combination);~~

~~contains~~acquisition of a ~~maturity date that shall~~life insurance policy may be different from a mortality estimate prepared by the ~~date that is five years after the closing~~same person at a later time. The valuation of the ~~Owl Rock Credit Facility;~~

~~is secured by a first-priority security interest in substantially all~~life insurance policies will vary depending on the dates of the ~~assets~~related mortality estimates and the medical underwriting firms that provide the supporting information.

Other factors, including, but not limited to, better access to health care, better adherence to treatment plans, improved nutritional habits, improved lifestyle, an improved economic environment and a higher standard of living could also lead to increases in the longevity of the ~~Company and~~insureds under the ~~subsidiary guarantors. No pledge of any equity interests in the Company shall be required by any holder of such equity interests;~~

provides for interest to accrue on such loans, at the election of the Company, by reference to either (i) an alternative base rate (such loans, “ABR Loans”) or (ii) an adjusted term SOFR rate (such loans, “SOFR Loans”) plus an applicable margin. The adjusted term SOFR rate is expected to be determined by the applicable term SOFR for a relevant interest period plus a credit spread adjustment of 0.10%, 0.15% and 0.25% per annum for interest periods of 1, 3 and 6 months, respectively. The applicable margin for each type of loan is expected to be (i) 6.25% per annum for any ABR Loans and (ii) 7.25% per annum for any SOFR Loans, with an expected interest period for SOFR Loans of one, three or six months (or other periods if agreed by all lenders);

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~~provides a default rate that will accrue at 2.00% per annum over the rate otherwise applicable;~~

provides for amortization payments based on the initial principal amount of the loans outstanding of 1.0% per year (0.25% due per quarter), with adjustments expected to be made to the overall amortization amount upon the incurrence of the delayed draw loans;

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contains provisions requiring mandatory prepayment of the initial term loans and delayed draw term loans with 100% of the proceeds of (i) indebtedness not permitted by the Owl Rock Credit Facility and ~~(ii) non-ordinary~~ course asset dispositions and settlements or payments in respect of any property, casualty insurance claims or condemnation proceedings, with the proceeds received under clause (ii) subject to certain specified reinvestment rights and procedures to be set forth in the Owl Rock Credit Facility. The Owl Rock Credit Facility permits voluntary prepayments of outstanding loans at any time;

provides for a prepayment premium equal to (i) 4.00% of the principal amount of such loans prepaid on or prior to the first anniversary of the closing of the Owl Rock Credit Facility, (ii) 3.00% of the principal amount of such loans prepaid after the first anniversary of the closing of the Owl Rock Credit Facility but on or prior to the second anniversary of the closing of the Owl Rock Credit Facility and (iii) 2.00% of the principal amount of such loans prepaid after the second anniversary of the closing of the Owl Rock Credit Facility but on or prior to the third anniversary of the closing of the Owl Rock Credit Facility. No prepayment premium will be applicable for any such prepayment made after the third anniversary of the closing of the Owl Rock Credit Facility. The prepayment premium is expected to be applicable to voluntary prepayments and certain specified mandatory prepayment during such applicable periods;

contains certain closing conditions that the Owl Rock Credit Facility is subject to, including (i) the consummation of the Business Combination pursuant to the terms of the Merger Agreement and (ii) satisfaction of the conditions precedent to funding of the initial term loans, which is expected to include, among others, (A) customary deliverables for financings of this type, (B) a notice of borrowing request and (C) payment of certain other specified fees. It is also expected that the funding of delayed draw term loans will be subject to certain specified conditions, including, among others, the making of representations, the absence of events of defaults and a notice of borrowing request;

~~provides for financial covenants such that (i) a consolidated net leverage ratio cannot exceed 2.50 to 1.00 and (ii) a liquid asset coverage ratio cannot be less than 1.80 to 1.00;~~

contains affirmative covenants related to, among other things, delivery of certain financial reports and compliance certificates, maintenance of existence, compliance with laws, payment of taxes, property andlife insurance ~~matters, inspection of property, books and records, notices, collateral matters and future subsidiaries, in each case, subject~~policies. In addition to ~~specified limitations and exceptions;~~

contains negative covenants related to, among other things, incurrence of debt, creation of liens, mergers, acquisitions and certain other fundamental changes, conditions concerning the creation of new subsidiaries, conditions concerning opening of new accounts, disposition of assets, dividends and other restricted payments, transactions with affiliates, burdensome agreements, investments and limitations on lines of business, in each case, subject to specified limitations and exceptions; and

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provides for certain specified events of default upon the occurrence and continuation of certain events or conditions (subject to specified exceptions, grace periods or cure rights, as applicable) each as set forth in the Owl Rock Credit Facility, which includes, among other things, with respect to ~~non-payment,~~ representations and warranties, compliance with covenants, cross-default to other material indebtedness, bankruptcy and insolvency matters, ERISA matters, material judgments, collateral and perfection matters, and the occurrence of a change of control. The occurrence and continuance of an event of default that is not cured or waived will enable the agent and/or the lenders, as applicable, to accelerate the loans or take other remedial steps as provided in the Owl Rock Credit Facility and the other loan documents.

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~~SPV Purchase~~other factors affecting the accuracy of life expectancy estimates, improvements in medicine, disease treatment, pharmaceuticals and ~~Sale~~other medical and health services may enable insureds to live longer.

The actual longevity of an insured may be materially different than the predicted mortality estimate. If the actual maturity date of life insurance policies are longer than projected, it would delay when the Company could expect to receive a return on its investment and the Company may be unable to meet its investment objectives and goals. For example, a term life insurance policy in which the Company may invest have a stated expiration date on the date at which the underlying insured reaches a certain attained age and, beyond such date, the issuing insurance company may not be obligated to pay the face value, but rather only the cash surrender value which is usually maintained at a low value by investors, if any, in accordance with the terms of such life insurance policy. Therefore, if the underlying insured survives to the stated maturity date set forth in the terms of the life insurance policy, the issuing insurance company may only be obligated to pay an amount substantially less than the face value, which could have an adverse effect on the performance of the Company.