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United States securities and exchange commission logo
September 27, 2023
Jay Jackson
President and Chief Executive Officer
Abacus Life, Inc.
2101 Park Center Drive,
Suite 170,
Orlando, FL 32835
Re:Abacus Life, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 15, 2023
File No. 333-273411
Dear Jay Jackson:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1/A filed September 15, 2023
Prospectus Summary, page 6
1.We note that the projected revenues for 2023 were $71 million, as set forth in the
unaudited prospective financial information management prepared and provided to the
Board, the company’s financial advisors and East Resources Acquisition in connection
with the evaluation of the Business Combination.  We also note that your actual revenues
for the fiscal period ended on June 30, 2023, was approximately $ 21.6 million.  Similarly,
the projected origination volume for 2023 showed an increase in originations of 24% year
over year, whereas your originations have only grown 4% over the most recent quarter,
and actually declined over the longer six-month period.  Please update your disclosure in
Liquidity and Capital Resources, and elsewhere, to provide updated information about the

 FirstName LastNameJay Jackson
 Comapany NameAbacus Life, Inc.
 September 27, 2023 Page 2
 FirstName LastName
Jay Jackson
Abacus Life, Inc.
September 27, 2023
Page 2
company’s financial position and further risks to the business operations and liquidity in
light of these circumstances.  Investors should be able to understand the factors that
impacted the company's ability to meet the financial and performance projections
provided in support of the business combination, and to better understand the company's
current prospects.
Risk Factors
Life settlements in which we invest are not currently registered under the federal securities laws,
page 17
2.This risk factor appears to address two separate risks related to any determination that the
sale of life settlement products involves the sale of a security.  The first risk is the impact
of your need to comply with registration (or make sales subject to an exemption).  It also
implies that you may need to consider possible liability for any unregistered sales of
securities made prior to a determination.  The second risk is the possibility that you may
become an investment company, or will need to change your business model to avoid
investment company status.  Revise your disclosure to address these two risks under
separate headings or sub headings.
3.Please tell us, with a view towards revised disclosure in the risk factor and business
sections, whether you have had to adjust your business practices for any sales activities
conducted in areas overseen by the Eleventh and Fifth Circuits.  To the extent that you
have made changes, discuss any impact on your costs related to the sale of products in
those regions.
Principal Security Holders, page 105
4.We note your disclosure that, among other transactions, many of your insiders appear to
also be beneficiaries to the Abacus Investment SPV.  However, we are not able to find
disclosure responsive to Item 404 of Regulation S-K, including the identity of individuals
who are engaged in related party transactions with Abacus.  Please revise your disclosure
to provide Item 404 disclosure for each related party transaction that occurred during the
last fiscal year, or is expected to occur, or provide us your analysis as to why the
disclosure is not required.

 FirstName LastNameJay Jackson
 Comapany NameAbacus Life, Inc.
 September 27, 2023 Page 3
 FirstName LastName
Jay Jackson
Abacus Life, Inc.
September 27, 2023
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-
3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Tom Bohac, Esq.