SecProbe.io

November 1, 2024
Jay J. Jackson
President and CEO
Abacus Life, Inc.
2101 Park Center Drive, Suite 200
Orlando, FL 32835
Re:Abacus Life, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on
Form S-3
Filed October 21, 2024
File No. 333-273411
Dear Jay J. Jackson:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Form S-1 on Form S-3 filed October 21, 2024
General
We note the risk factors on pages 11, 13, and 20 of your annual report on Form 10-
K/A for the fiscal year ended December 31, 2023 ("Annual Report"), which you
incorporate by reference, implying that valuations of life insurance policies are key to
your business. We also note your disclosure on page 7 of your Annual Report
describing your partnership with Lapetus Solutions, Inc. ("Lapetus"). Please tell us
whether Abacus or any of its officers, directors or other affiliates, have an ownership
interest or credit relationship in Lapetus or its subsidiaries or other affiliates. Please
provide a detailed explanation of any relationship and disclose the extent to which you
have relied upon Lapetus or any of its co-owned entities for valuation of life insurance
policies that you have purchased for your own account or which you have facilitated 1.

November 1, 2024
Page 2
the purchase by other entities or investors. Consider revising your risk factor
disclosure based on your response.
2.If Lapetus is a related party, discuss any limitations on your ability to rely on Lapetus
to value life insurance policies under any relevant state laws governing the purchase
or sale of life insurance policies of third parties, and state whether you are in
compliance with any such laws.
Risk Factors, page 8
3.We note your risk factor disclosure on page 20 of your Annual Report that you are
reliant on your management and on page 24 of your Annual Report that your
executive officers have limited experience in the management of a publicly traded
company. We also note that National Insurance Brokerage operates at an address in
the same office park as Abacus. We note that the Florida Secretary of State lists Scott
Kirby, Matthew Ganovsky, and Sean McNealy as officers of National Insurance
Brokerage. Please revise your disclosure to discuss the extent to which you purchase
insurance contracts from National Insurance Brokerage. Also, consider appropriate
revisions to your risk factors to discuss the risks that management's other business
interests may interfere with their focus on managing your business.
            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 Madeleine Joy Mateo at 202-551-3465 or Christian Windsor at 202-
551-3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Ryan Maierson, Esq.