SecProbe.io

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 July 9, 2025

Jay J. Jackson
Chief Executive Officer
Abacus Global Management, Inc.
2101 Park Center Drive, Suite 200
Orlando, Florida 32835

 Re: Abacus Global Management, Inc.
 Schedule TO-I Filed June 30, 2025
 File No. 005-91592
Dear Jay J. Jackson:

 We have reviewed your filing and have the following comments.

 Please respond to these comments by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comments
apply to your
facts and circumstances, please tell us why in your response.

 After reviewing your response to these comments, we may have additional
comments.
All defined terms used herein have the same meaning as in your offer materials,
unless
otherwise indicated.

Schedule TO-I Filed June 30, 2025
General

1. Since the Offer commenced upon the filing of the registration statement,
the statement
 on the cover page that the Prospectus/Offer to Exchange is subject to
completion
 and preliminary is inapplicable. Please revise accordingly. Refer
to Telephone
 Interpretation I.E.2 in the July 2001 supplement to our Manual of
Publicly Available
 Telephone Interpretations that is available on the Commission s
website at
 http://www.sec.gov.
2. The safe harbor for forward-looking statements contained in the Private
Securities
 Litigation Reform Act of 1995 (PSLRA) does not apply to statements made
in
 connection with a tender offer. See Section 27A(b)(2)(C) of the
Securities Act and
 Section 21E(b)(2)(C) of the Exchange Act. Therefore, please delete or
revise the
 reference to these safe harbor provisions found on page i of the
Prospectus/Offer to
 Exchange.
 July 9, 2025
Page 2
3. Refer to the following statement on page 17 of the Prospectus/Offer to
Exchange:
 The determination by us as to whether any condition has been
satisfied shall be
 conclusive and binding on all parties. Please revise this and similar
statements
 throughout your offer materials (such as on pages 20 and 22) to include
a qualifier
 that warrant holders are not foreclosed from challenging your
determinations in a
 court of competent jurisdiction.
Item 5. Past Contracts, Transactions, Negotiations, and Agreements

4. We note the description of the Tender and Support Agreements at the
bottom of page
 38 of the Prospectus/Offer to Exchange. Please revise this description
to identify all
 parties to the agreements. See Item 1005(e) of Regulation M-A.
Item 8. Interest in Securities of the Subject Company

5. In footnote (1) on pages 23-24 of the Prospectus/Offer to Exchange, we
note Mr.
 Pegula s disclaimer of beneficial ownership "other than to the extent
of any pecuniary
 interest he may have therein, directly or indirectly." Please note that
beneficial
 ownership is not determined based on pecuniary interest. See Rule
13d-3(a). Please
 revise.
Item 10. Financial Statements

6. We note that your response to Item 1010(a) of Regulation M-A
incorporates by
 reference [t]he financial statements and other financial information
of the Company
 included in the Prospectus/Offer to Exchange. On page 57, the
Prospectus/Offer to
 Exchange in turn incorporates by reference, among other SEC filings: (a)
the
 Company s Annual Report on Form 10-K for the year ended December 31,
2024,
 filed on March 28, 2025, and (b) the Company s Quarterly Report on
Form 10-Q for
 the quarter ended March 31, 2025, filed on May 8, 2025. Please revise to
include an
 express statement that the financial statements from the Company s
latest Annual
 Report on Form 10-K and Quarterly Report on Form 10-Q are incorporated
by
 reference into your Schedule TO, and clearly identify the relevant
matter incorporated
 by reference by page, paragraph, caption or otherwise. See Instruction 3
to Item 10 of
 Schedule TO.
7. See our last comment above. Where a filing person elects to incorporate
by reference
 the information required by Item 1010(a) of Regulation M-A, all of the
summarized
 financial information required by Item 1010(c) must be disclosed in the
document
 furnished to security holders. See Instruction 6 to Item 10 of Schedule
TO and
 Telephone Interpretation I.H.7 in the July 2001 supplement to our
Manual of
 Publicly Available Telephone Interpretations. Please revise your
disclosure to
 include the information required by Item 1010(c) of Regulation M-A and
disseminate
 the amended disclosure as required by Rule 13e-4(e)(3).
 July 9, 2025
Page 3

 We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

 Please direct any questions to Shane Callaghan at 202-551-6977.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
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