SecProbe.io

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 Tel: +1.713.546.5400  Fax: +1.713.546.5401

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 July 15, 2025

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 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Mergers & Acquisitions
 100 F Street, N.E.
 Washington, D.C. 20549-6010

 Attention:

 Mr. Shane Callahan

           Re:

 Abacus Global Management, Inc.

 Schedule TO-I Filed June 30, 2025

 File No. 005-91592

 Response Letter Dated July 9, 2025

 File No. 333- 288412

 Mr. Callahan:

 On behalf of Abacus Global Management, Inc. (the “ Company ”), set forth below are the Company’s responses to the comments of the Staff (the
 “ Staff ”) relating to the Tender Offer Statement on Schedule TO-I (the “ Schedule TO ”), initially publicly filed with the Securities
 and Exchange Commission (the “ Commission ”) on June 30, 2025. Concurrently with the delivery of this letter to the Staff, the Company has publicly filed Amendment No. 1 to the Schedule TO (“ Amended   Schedule TO ”) and Amendment No. 1 to the Registration Statement on Form S-4 (the “ Amended Registration Statement ”) with the Commission through its EDGAR system.

 For ease of review, we have set forth below each of the numbered comments from the Staff’s comment letter to Schedule TO, received on July 9, 2025, in bold type followed by the Company’s responses
 thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amended Filings. All references to page numbers and captions (other than those in the Staff’s comments) correspond to the page numbers and
 captions in each of the Amended Schedule TO and the Amended Registration Statement, as applicable.

 July 15, 2025

 Page 2

 Amendment No. 1 to 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.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus/Offer to Exchange accordingly. Please see the cover pages of the Amended Registration
 Statement, which have been updated to remove all references to the Exchange being “subject to completion” or “preliminary”.

 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.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus/Offer to Exchange accordingly. Please see page iii of the Amended Registration Statement,
 wherein the Cautionary Note Regarding Forward Looking Statements has been updated to remove the sentence referencing the safe harbor provisions referenced herein.

 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.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus/Offer to Exchange accordingly. Please see pages 16,
 19 and 20 of the Amended Registration Statement, wherein the qualifier that warrantholders are not foreclosed from challenging the Company’s determinations in a court of competent jurisdiction has been added to the relevant statements.

 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.

 Response : The Company respectfully acknowledges the Staff's comment and has revised the Prospectus/Offer to Exchange accordingly. Please see page 37 of the Amended Registration Statement,
 wherein the warrant holders that are parties to the Tender and Support Agreements are identified.

 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.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus/Offer to Exchange accordingly. Please see page 23 of the Amended Registration Statement,
 wherein the reference to Mr. Pegula’s pecuniary interest as described in the phrase “other than to the extent of any pecuniary interest he may have therein, directly or indirectly” has been deleted.

 July 15, 2025

 Page 3

 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.

 Response : The Company respectfully acknowledges the Staff’s comment and has revised Schedule TO accordingly. Please see Item 10 of the Amended Schedule TO, which has been updated to
 incorporate by reference the relevant portions of the Offer to Exchange, as well as the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 28, 2025, including the financial information set forth in
 Item 8 – Financial Statements and Supplementary Data therein and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025, filed with the SEC on May 8, 2025, including the financial information set forth in Item 1 – Financial
 Statements therein.

 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).

 Response : The Company respectfully acknowledges the Staff’s comment and has revised the Prospectus/Offer to Exchange accordingly. Please see pages 21-22 of the Amended Registration Statement,
 wherein the relevant information required by Item 1010(c) of Regulation M-A has been added.

 * * *

 July 15, 2025

 Page 4

 We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (713) 546-7420 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Ryan J. Maierson

 Ryan J. Maierson

 of  LATHAM & WATKINS LLP

 cc:

 (via email)

 Jay Jackson, Chief Executive Officer, Abacus Global Management, Inc.

 William H. McCauley, Chief Financial Officer, Abacus Global Management, Inc.

 Chris Romaine, Chief Counsel, Abacus Global Management, Inc.

 Ryan J. Maierson, Latham & Watkins LLP

 Michael Kessler, Alston & Bird LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

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Abacus Life, Inc.

2101 Park Center Drive, Suite 200

Orlando, Florida 32835

January 31, 2025

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

Attention: Aisha Adegbuyi

Re:  Abacus Life, Inc.

  Registration Statement on Form S-3

  File No. 333-284325

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) of Abacus Life, Inc. (the “Company”). We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on February 4, 2025, or as soon as practicable thereafter.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, White & Case LLP, by calling Michelle Rutta at (212) 819-7864 or, in her absence, Patti Marks at (212) 819-7019.

Thank you for your assistance in this matter.

Very truly yours,

ABACUS LIFE, INC.

By:  /s/ Jay J. Jackson

  Jay J. Jackson

  President and Chief Executive Officer

cc:  William H. McCauley, Abacus Life, Inc.

  Chris Romaine, Abacus Life, Inc.

  Michelle Rutta, White & Case LLP

  Patti Marks, White & Case LLP

January 29, 2025
Jay J. Jackson
Chief Executive Officer
Abacus Life, Inc.
2101 Park Center Drive, Suite 200
Orlando, Florida 32835
Re:Abacus Life, Inc.
Registration Statement on Form S-3
Filed January 16, 2025
File No. 333-284325
Dear Jay J. Jackson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aisha Adegbuyi at 202-551-8754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Michelle Rutta, Esq.

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ABACUS LIFE, INC.

2101 Park Center Drive, Suite 200

Orlando, Florida 32835

VIA EDGAR

November 13, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Madeleine Joy Mateo

 Christian Windsor

Re: Abacus Life, Inc.

 Registration Statement on Form S-3

 Filed October 21, 2024

 File No. 333-282747

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, Abacus Life, Inc. hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 4:00 P.M., Eastern Standard Time, on November 14, 2024, or as soon as practicable thereafter.

Please direct any questions regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

Very truly yours,

ABACUS LIFE, INC.

/s/ Jay J. Jackson

Name: Jay J. Jackson

Title:

 President and Chief Executive Officer

cc: Ryan J. Maierson, Latham & Watkins LLP

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November 7, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention:

 Madeleine Joy Mateo

 Christian Windsor

Re:

 Abacus Life, Inc.

 Registration Statement on Form S-3

 Filed October 21, 2024

 Response Letter Dated November 4, 2024

 File No. 333-282747

To the addressees set forth above:

This letter respectfully sets forth the response of Abacus Life, Inc. (the “Company”) to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated November 6, 2024 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3 filed with the Commission on October 21, 2024 (the “S-3”).

For ease of review, we have set forth below the comment from the Comment Letter in bold type, followed by the Company’s response.

*   *   *

Response Letter Received November 4, 2024

Risk Factors, page 6

1.We note your response to comment one and two, noting Mr. Jackson's vacated director role and your ownership interest in Lapetus. We also note that Lapetus provides information that is incorporated into your underwriting model. Revise your risk factor disclosure related to the potential to misvalue life insurance policies to note your ownership interest in one of the service providers that support your valuation activities.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company's quarterly report on Form 10-Q for the three months ended September 30, 2024 filed with the Commission on November 7, 2024 (the “Q3 Form 10-Q”) includes risk factor disclosure related to the potential to misvalue life insurance policies reflecting the Company's minority ownership interest in one of its service providers. Please refer to the risk factor disclosure in the Q3 Form 10-Q under the heading “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 Company further confirms the Q3 Form 10-Q will be incorporated by reference into the S-3.

*   *   *

Please direct any questions or comments regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

 Very truly yours,

 /s/ Jay J. Jackson

 Jay J. Jackson

 of ABACUS LIFE, INC.

cc:

 (via email)

 Ryan J. Maierson, Latham & Watkins LLP

William H. McCauley, Abacus Life, Inc.

Chris Romaine, Abacus Life, Inc.

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November 7, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Madeleine Joy Mateo

 Christian Windsor

Re: Abacus Life, Inc.

 Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on

 Form S-3

 Filed October 21, 2024

 Response Letter Dated November 4, 2024

 File No. 333-273411

To the addressees set forth above:

This letter respectfully sets forth the response of Abacus Life, Inc. (the “Company”) to the comment provided by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated November 6, 2024 (the “Comment Letter”) with respect to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 filed with the Commission on October 21, 2024 (the “POS AM S-3”).

For ease of review, we have set forth below the comment from the Comment Letter in bold type, followed by the Company’s response.

*   *   *

Response Letter Received November 4, 2024

Risk Factors, page 8

1.    We note your response to comment one and two, noting Mr. Jackson's vacated director role and your ownership interest in Lapetus. We also note that Lapetus provides information that is incorporated into your underwriting model. Revise your risk factor disclosure related to the potential to misvalue life insurance policies to note your ownership interest in one of the service providers that support your valuation activities.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that the Company’s quarterly report on Form 10-Q for the three months ended September 30, 2024 filed with the Commission on November 7, 2024 (the “Q3 Form 10-Q”) includes risk factor disclosure related to the potential to misvalue life insurance policies reflecting the Company's minority ownership interest in one of its service providers. Please refer to the risk factor disclosure in the Q3 Form 10-Q under the heading “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 Company further confirms the Q3 Form 10-Q will be incorporated by reference into the POS AM S-3.

*   *   *

Please direct any questions or comments regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

 Very truly yours,

 /s/ Jay J. Jackson

 Jay J. Jackson

 of ABACUS LIFE, INC.

cc:

 (via email)

 Ryan J. Maierson, Latham & Watkins LLP

William H. McCauley, Abacus Life, Inc.

Chris Romaine, Abacus Life, Inc.

November 6, 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
Response Letter Dated November 4, 2024
File Number 333-273411
Dear Jay J. Jackson:
            We have reviewed your response letter dated November 4, 2024 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.
Response Letter Received November 4, 2024
Risk Factors, page 8
1.We note your response to comment one and two, noting Mr. Jackson's vacated
director role and your ownership interest in Lapetus. We also note that Lapetus
provides information that is incorporated into your underwriting model. Revise your
risk factor disclosure related to the potential to misvalue life insurance policies to note
your ownership interest in one of the service providers that support your valuation
activities.
            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

November 6, 2024
Page 2
of action by the staff.
            Please contact Christian Windsor at 202-551-3419 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Ryan Maierson, Esq.

November 6, 2024
Jay J. Jackson
President and CEO
Abacus Life, Inc.
2101 Park Center Drive, Suite 200
Orlando, FL 32835
Re:Abacus Life, Inc.
Registration Statement on Form S-3 Filed October 21, 2024
Response Letter Submitted November 4, 2024
File No. 333-282747
Dear Jay J. Jackson:
            We have reviewed your response letter received November 4, 2024 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. Unless we note
otherwise, any references to prior comments are to comments in our November 1, 2024 letter.
Response Letter Received November 4, 2024
Risk Factors , page 6
1.We note your response to comment one and two, noting Mr. Jackson's vacated
director role and your ownership interest in Lapetus. We also note that Lapetus
provides information that is incorporated into your underwriting model. Revise your
risk factor disclosure related to the potential to misvalue life insurance policies to note
your ownership interest in one of the service providers that support your valuation
activities.
            Please contact Madeleine Mateo at 202-551-3465 or Christian Windsor at 202-551-
3419 with any questions.

November 6, 2024
Page 2
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Ryan Maierson, Esq.

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November 4, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention:

 Madeleine Joy Mateo

 Christian Windsor

Re:

 Abacus Life, Inc.

 Registration Statement on Form S-3

 Filed October 21, 2024

 File No. 333-282747

To the addressees set forth above:

This letter respectfully sets forth the response of Abacus Life, Inc. (the “Company” or “Abacus”) to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated November 1, 2024 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-3 filed with the Commission on October 21, 2024 (the “S-3”).

For ease of review, we have set forth below each numbered comment from the Comment Letter in bold type, followed by the Company’s response.

*   *   *

Registration Statement on Form S-3 filed October 21, 2024

General

1.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 the purchase by other entities or investors. Consider revising your risk factor disclosure based on your response.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that its investment interest in Lapetus Solutions, Inc. (“Lapetus”) is minor, as further described below, and also is immaterial to the Company’s valuation processes for life insurance policies. Additionally, the Company’s relationship with Lapetus does not materially affect any aspect of its business operations.

As outlined in the Company’s quarterly report on Form 10-Q with respect to the quarter ended June 30, 2024, which was filed with the Commission on August 12, 2024, the Company holds a convertible promissory note in the amount of $1,000,000 (the “LSI Note”) issued by Lapetus. If the LSI Note were to convert into shares of Lapetus Series A-2 Preferred Stock in accordance with its terms, Abacus’s resulting ownership interest in Lapetus would represent less than a 5% equity stake in Lapetus on a fully diluted basis. Both the LSI Note and Abacus’s potential ownership level in Lapetus are immaterial to Abacus and would not grant the Company any influence or control over Lapetus’s governance or business decisions.

With respect to the Company’s valuation methodologies for life insurance policies, the Company’s relationship with Lapetus is limited to underwriting services. Specifically, Lapetus’s role involves generating life expectancy reports, which the Company incorporates as one of multiple inputs into its valuation process in determining the fair value of the policies the Company holds. In addition to life expectancy reports, the Company employs its own underwriting practices, origination protocols, and proprietary “heat-map” technology platform; it does not rely solely or even materially on Lapetus’s life expectancy reports. Notably, Lapetus does not engage in the valuation of policies, and therefore the Company’s use of Lapetus as an input into the Company’s policy-valuation exercise is both limited and immaterial to the Company’s overall valuation process.

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.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that Lapetus does not meet the criteria for a related party under Financial Accounting Standards Board Accounting Standards Codification 850, Related Party Disclosures (“ASC 850”). Specifically, under ASC 850-10-20:

•Lapetus and the Company are not affiliates in that neither company controls the other, nor are they under common control;

•The Company’s investment in Lapetus would not be required, absent the election of the fair value option under the Fair Value Option Subsection of Accounting Standards Codification Section 825-10-15, to be accounted for by the equity method by Abacus;

•Lapetus is not a trust for the benefit of Abacus employees managed by or under the trusteeship of Abacus management;

•Neither the Company nor Lapetus is a principal owner of, or management of, the other entity;

•Abacus does not control or have the ability to significantly influence the management or operating policies of Lapetus to an extent that one of the parties might be prevented from fully pursuing its own separate interests, or vice versa; and

•Neither Abacus nor Lapetus can significantly influence the management or operating policies of the other, nor does either party have an ownership interest in the other that would allow it to significantly influence the other to an extent that one of the parties might be prevented from fully pursuing its own separate interests.

For example, although the Company’s Chief Executive Officer, Jay J. Jackson, previously held a nominal “Director” title at Lapetus, his role, which the Company confirms complied with all relevant state laws, was strictly limited to an uncompensated advisory position rather than a contracted director role or service on the Lapetus board of directors. Neither Mr. Jackson nor Lapetus has held out Mr. Jackson in an authority capacity on behalf of Lapetus. This advisory role, characterized by minimal involvement with Lapetus’s management or operations, supports the Company’s assessment that Lapetus would not be classified as a related party under ASC 850, the relevant accounting standard.

In addition, Lapetus is not a “related person” within the meaning of Item 404 of the Commission’s Regulation S-K. Under Instruction 6 to Item 404(a), a person holding a position as a director of another entity does not acquire an indirect material interest solely by virtue of that role. While Mr. Jackson’s position with Lapetus, which ceased on May 16, 2024, was strictly advisory, even considering Mr. Jackson as a “director” of Lapetus would not give rise to a material interest in Lapetus’s transactions with Abacus that would trigger related-party transaction disclosure under Item 404. Additionally, the Company’s interest in a convertible loan issued by Lapetus does not establish Lapetus as a related person pursuant to Instruction 7 to Item 404 because the terms of the convertible loan were the result of competitive bids that Lapetus solicited from several potential lenders before determining to enter into the convertible loan with the Company.

Risk Factors, page 6

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises that it has no significant contractual, transactional, or affiliate relationship with National Insurance Brokerage, LLC (“NIB”). While Scott Kirby, Matthew Ganovsky, and Sean McNealy serve as officers of NIB, NIB operates entirely independently of the Company. NIB is neither a consolidated subsidiary nor an affiliate of the Company.

Notwithstanding the ownership interests of certain executive officers and directors that may render NIB a related person under Item 404, the Company has not engaged in any transactions with NIB. Even if the Company had engaged in transactions with NIB, or if the ownership interest of the three individuals listed above were sufficient to render NIB a related party to the Company, Instruction 7(a) to Item 404(a) provides that transactions that involve rates or charges fixed in conformity with law or governmental authority do not require related-party disclosure. NIB operates as an independent licensed insurance brokerage that assists in the conversion of term life insurance policies to permanent insurance policies. The Company has no contractual agreement with NIB, and customers have full discretion to select any agent for policy conversions, including NIB, when they do not have an existing insurance agent relationship. NIB’s role is limited to facilitating these conversions as the required agent, with commissions paid directly by insurance carriers at pre-established rates. The Company exercises no influence over NIB’s involvement or compensation in these conversions, and this involvement remains immaterial to Abacus’s overall business operations.

*   *   *

Please direct any questions or comments regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

 Very truly yours,

 /s/ Jay J. Jackson

 Jay J. Jackson

 of ABACUS LIFE, INC.

cc:

 (via email)

 Ryan J. Maierson, Latham & Watkins LLP

 William H. McCauley, Abacus Life, Inc.

 Chris Romaine, Abacus Life, Inc.

CORRESP
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filename1.htm

Document

November 4, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Madeleine Joy Mateo

 Christian Windsor

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

To the addressees set forth above:

This letter respectfully sets forth the response of Abacus Life, Inc. (the “Company” or “Abacus”) to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated November 1, 2024 (the “Comment Letter”) with respect to the Company’s Post-Effective Amendment No. 1 to Registration Statement on Form S-1 on Form S-3 filed with the Commission on October 21, 2024 (the “POS AM S-3”).

For ease of review, we have set forth below each numbered comment from the Comment Letter in bold type, followed by the Company’s response.

*   *   *

Post-Effective Amendment No. 1 to Form S-1 on Form S-3 filed October 21, 2024

General

1.    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 the purchase by other entities or investors. Consider revising your risk factor disclosure based on your response.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that its investment interest in Lapetus Solutions, Inc. (“Lapetus”) is minor, as further described below, and also is immaterial to the Company’s valuation processes for life insurance policies. Additionally, the Company’s relationship with Lapetus does not materially affect any aspect of its business operations.

As outlined in the Company’s quarterly report on Form 10-Q with respect to the quarter ended June 30, 2024, which was filed with the Commission on August 12, 2024, the Company holds a convertible promissory note in the amount of $1,000,000 (the “LSI Note”) issued by Lapetus. If the LSI Note were to convert into shares of Lapetus Series A-2 Preferred Stock in accordance with its terms, Abacus’s resulting ownership interest in Lapetus would represent less than a 5% equity stake in Lapetus on a fully diluted basis. Both the LSI Note and Abacus’s potential ownership level in Lapetus are immaterial to Abacus and would not grant the Company any influence or control over Lapetus’s governance or business decisions.

With respect to the Company’s valuation methodologies for life insurance policies, the Company’s relationship with Lapetus is limited to underwriting services. Specifically, Lapetus’s role involves generating life expectancy reports, which the Company incorporates as one of multiple inputs into its valuation process in determining the fair value of the policies the Company holds. In addition to life expectancy reports, the Company employs its own underwriting practices, origination protocols, and proprietary “heat-map” technology platform; it does not rely solely or even materially on Lapetus’s life expectancy reports. Notably, Lapetus does not engage in the valuation of policies, and therefore the Company’s use of Lapetus as an input into the Company’s policy-valuation exercise is both limited and immaterial to the Company’s overall valuation process.

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.

Response: The Company respectfully acknowledges the Staff’s comment and confirms that Lapetus does not meet the criteria for a related party under Financial Accounting Standards Board Accounting Standards Codification 850, Related Party Disclosures (“ASC 850”). Specifically, under ASC 850-10-20:

•Lapetus and the Company are not affiliates in that neither company controls the other, nor are they under common control;

•The Company’s investment in Lapetus would not be required, absent the election of the fair value option under the Fair Value Option Subsection of Accounting Standards Codification Section 825-10-15, to be accounted for by the equity method by Abacus;

•Lapetus is not a trust for the benefit of Abacus employees managed by or under the trusteeship of Abacus management;

•Neither the Company nor Lapetus is a principal owner of, or management of, the other entity;

•Abacus does not control or have the ability to significantly influence the management or operating policies of Lapetus to an extent that one of the parties might be prevented from fully pursuing its own separate interests, or vice versa; and

•Neither Abacus nor Lapetus can significantly influence the management or operating policies of the other, nor does either party have an ownership interest in the other that would allow it to significantly influence the other to an extent that one of the parties might be prevented from fully pursuing its own separate interests.

For example, although the Company’s Chief Executive Officer, Jay J. Jackson, previously held a nominal “Director” title at Lapetus, his role, which the Company confirms complied with all relevant state laws, was strictly limited to an uncompensated advisory position rather than a contracted director role or service on the Lapetus board of directors. Neither Mr. Jackson nor Lapetus has held out Mr. Jackson in an authority capacity on behalf of Lapetus. This advisory role, characterized by minimal involvement with Lapetus’s management or operations, supports the Company’s assessment that Lapetus would not be classified as a related party under ASC 850, the relevant accounting standard.

In addition, Lapetus is not a “related person” within the meaning of Item 404 of the Commission’s Regulation S-K. Under Instruction 6 to Item 404(a), a person holding a position as a director of another entity does not acquire an indirect material interest solely by virtue of that role. While Mr. Jackson’s position with Lapetus, which ceased on May 16, 2024, was strictly advisory, even considering Mr. Jackson as a “director” of Lapetus would not give rise to a material interest in Lapetus’s transactions with Abacus that would trigger related-party transaction disclosure under Item 404. Additionally, the Company’s interest in a convertible loan issued by Lapetus does not establish Lapetus as a related person pursuant to Instruction 7 to Item 404 because the terms of the convertible loan were the result of competitive bids that Lapetus solicited from several potential lenders before determining to enter into the convertible loan with the Company.

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.

Response: The Company respectfully acknowledges the Staff’s comment and advises that it has no significant contractual, transactional, or affiliate relationship with National Insurance Brokerage, LLC (“NIB”). While Scott Kirby, Matthew Ganovsky, and Sean McNealy serve as officers of NIB, NIB operates entirely independently of the Company. NIB is neither a consolidated subsidiary nor an affiliate of the Company.

Notwithstanding the ownership interests of certain executive officers and directors that may render NIB a related person under Item 404, the Company has not engaged in any transactions with NIB. Even if the Company had engaged in transactions with NIB, or if the ownership interest of the three individuals listed above were sufficient to render NIB a related party to the Company, Instruction 7(a) to Item 404(a) provides that transactions that involve rates or charges fixed in conformity with law or governmental authority do not require related-party disclosure. NIB operates as an independent licensed insurance brokerage that assists in the conversion of term life insurance policies to permanent insurance policies. The Company has no contractual agreement with NIB, and customers have full discretion to select any agent for policy conversions, including NIB, when they do not have an existing insurance agent relationship. NIB’s role is limited to facilitating these conversions as the required agent, with commissions paid directly by insurance carriers at pre-established rates. The Company exercises no influence over NIB’s involvement or compensation in these conversions, and this involvement remains immaterial to Abacus’s overall business operations.

*   *   *

Please direct any questions or comments regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

 Very truly yours,

 /s/ Jay J. Jackson

 Jay J. Jackson

 of ABACUS LIFE, INC.

cc:

 (via email)

 Ryan J. Maierson, Latham & Watkins LLP

William H. McCauley, Abacus Life, Inc.

Chris Romaine, Abacus Life, Inc.

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.

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VIA EDGAR

Piper Sandler & Co.

1251 Avenue of the Americas, 6th Floor

New York, New York 10020

TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

B. Riley Securities, Inc.

1300 17th Street North, Suite 1300

Arlington, Virginia 22209

KKR Capital Markets LLC

30 Hudson Yards, 75th Floor

New York, New York 10001

June 17, 2024

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:

 Aisha Adegbuyi

 Christian Windsor

Re: Abacus Life, Inc.

 Registration Statement on Form S-1

 File No. 333-279347

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Abacus Life, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement on Form S-1, as amended, so that it becomes effective at 2:00 PM, Eastern Time, on June 20, 2024 or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Latham & Watkins LLP, may orally request via telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we intend to distribute to each underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

We, the undersigned, as representatives of the several underwriters, confirm on behalf of ourselves and the other participating underwriters that we have complied and will continue to comply

with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issuance.

[Signature Page Follows]

Very truly yours,

Acting on behalf of themselves and the several underwriters

PIPER SANDLER & CO.

By:  /s/ Michael Basset

Name: Michael Basset

Title: Managing Director

TD SECURITIES (USA) LLC

By:  /s/ Scott Robertson

Name: Scott Robertson

Title: Managing Director

B. RILEY SECURITIES, INC.

By: /s/ Jimmy Baker

Name: Jimmy Baker

Title: President

KKR CAPITAL MARKETS LLC

By:  /s/ David Bauer

Name: David Bauer

Title: Managing Director

Signature Page to Acceleration Request

CORRESP
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ABACUS LIFE, INC.

2101 Park Center Drive, Suite 170

Orlando, Florida 32835

VIA EDGAR

June 17, 2024

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Aisha Adegbuyi

 Christian Windsor

Re: Abacus Life, Inc.

 Registration Statement on Form S-1

 Filed May 10, 2024

 File No. 333-279347

Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended, Abacus Life, Inc. hereby respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so that it will become effective at 2:00 P.M., Eastern Standard Time, on June 20, 2024, or as soon as practicable thereafter.

Please direct any questions regarding this correspondence to our counsel, Ryan J. Maierson of Latham & Watkins LLP, at (713) 546-7420.

Very truly yours,

ABACUS LIFE, INC.

/s/ Jay J. Jackson

Name: Jay J. Jackson

Title: President and Chief Executive Officer

cc: Ryan J. Maierson, Latham & Watkins LLP

CORRESP
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Document

 811 Main Street, Suite 3700

Houston, TX  77002

Tel: +1.713.546.5400  Fax: +1.713.546.5401

www.lw.com

 FIRM / AFFILIATE OFFICES

Austin Milan

Beijing Munich

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 Century City Paris

 Chicago Riyadh

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 London Tokyo

 Los Angeles Washington, D.C.

 Madrid

May 30, 2024

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention:       Aisha Adegbuyi

                       Christian Windsor

Re:        Abacus Life, Inc.

              Registration Statement on Form S-1

              Filed May 10, 2024

              File No. 333-279347

To the addressees set forth above:

On behalf of Abacus Life, Inc. (“Company,” “we,” “our” and “us”), we are hereby responding to the comments provided by the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated May 21, 2024 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-1 filed with the Commission on May 10, 2024 (the “S-1”). Concurrently with the submission of this letter, we are filing an amendment to the S-1 (“Amendment No. 1”) with the Commission through its EDGAR system.

For ease of review, we have set forth below each of the numbered comments of your Comment Letter in bold type followed by the Company’s responses thereto.

*   *   *

May 30, 2024

Page 2

Registration Statement on Form S-1 filed May 10, 2024

Business

Proprietary Technology Platforms Support Our Business, page 70

1.We note your disclosure on page 71 that you have begun developing Abacusmarketplace.com, and your reference to ABL Tech using blockchain capabilities on page 14. Please disclose whether you have commenced business on these platforms. If so, disclose the total number of transactions or sales that have occurred on each platform. Also, for each operational platform, disclose how transactions are validated, and who validates transactions and maintains the ledger. If you have not commenced business on this platform, disclose the following: any known or anticipated material commitments for capital expenditures, the sources of funds for such expenditures, and your expected timing with respect to business development. Also, if you are dependent on third party vendors or developers for the creation or operation of your blockchain, revise the disclosure to name those vendors and clarify the reliance.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that with respect to both Abacusmarketplace.com and ABL Tech, the Company has not developed or built any functioning blockchain capabilities to date.

The Company has not commenced business on Abacusmarketplace.com, nor does it plan to commence business on the platform in the future. Abacusmarketplace.com is not a business-generating mechanism for the Company. Instead, it serves as the Company’s in-house proprietary customer-relationship management (CRM) tool that provides transparency to policyholders who apply to sell their life settlement policy to the Company. The blockchain capabilities of Abacusmarketplace.com are solely related to processing digital documents received through a policyholder’s application that the Company can use on a blockchain in the future. Abacusmarketplace.com does not generate business and is not intended to generate business, and the Company does not have any known or anticipated material commitments for capital expenditures related to Abacusmarketplace.com. Additionally, the Company is not dependent on third-party vendors or developers with respect to its blockchain capabilities. Please see page 79 of Amendment No. 1.

The Company advises the Staff that the Company has commenced business on ABL Tech, albeit on a small scale. ABL Tech does not use blockchain technology. ABL Tech provides mortality tracking services to four of the Company’s clients and generates approximately $30,000 in revenue per year. The Company does not consider ABL Tech, nor the revenues generated by ABL Tech, material to the Company’s business, operations, or financial performance. Please see pages 13, 15, and 72 of Amendment No. 1.

2.We note your disclosure on page 71 that Abacusmarketplace.com will provide blockchain tertiary trading, servicing and valuation platform for trading life insurance policies. Please clarify, whether you are providing the underlying technology or whether you will effectively operate the exchange or trading platform on behalf of your clients or customers. Please provide us with a detailed explanation of how the Abacusmarketplace.com platform acquires, transfers, and records the offer and sale of any policies. Also, clarify the extent to which the platform will facilitate the sale of fractional interests in a policy, and how the platform provides adequate actuarial data on the policy to facilitate the evaluation of that policy, including any scoring provided by your other platforms/products.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that though the Company provides the tertiary, servicing and valuation platform in-house, Abacusmarketplace.com and its blockchain capabilities do not play a direct role in the trading, including the offer and sale, of life insurance policies. The platform and related blockchain are not used in any transaction, nor does Abacusmarketplace.com acquire, facilitate, or conduct any sales or offers or evaluate any life insurance policies. Instead, Abacusmarketplace.com serves as a resource for the policyholder to track the status of their application to sell their life insurance policy to the Company and see the Company’s valuation of the policy. The platform tracks the application and displays the Company’s valuation of the policy by storing

May 30, 2024

Page 3

and processing digital documents related to the overall transaction, which the policyholder can see. By doing so, the platform provides the policyholder transparency into the Company’s acquisition process. Therefore, rather than play a direct role in the transaction, which only the Company and policyholder play, Abacusmarketplace.com and its blockchain capabilities are a tool to the policyholder throughout the transaction. Please see page 79 of Amendment No. 1.

3.Provide us your analysis as to whether the operation of the Abacusmarketplace.com platform impacts your obligations as a license producer of life settlements, if policies are bought and sold using your product.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s operation of Abacusmarketplace.com does not impact the Company’s obligations as a licensed provider of life settlements. The Abacusmarketplace.com platform itself does not buy and sell policies. Instead, the platform tracks the Company’s acquisition process of a life settlement for the policyholder’s benefit by storing digital documents related to the policyholder’s application. This allows the policyholder to see the status of their transaction and understand the Company’s valuation of their life insurance policy.

Abacusmarketplace.com digitally stores documents related to the Company’s acquisition process, and the Company ensures compliance of the platform with all applicable requirements related to its use as a document storage platform and tracker. The Company uses state-approved documents and procedures for non-digital documentation, which the Company has implemented into Abacusmarketplace.com. These documents within Abacusmarketplace.com are just digital versions of the state-approved documents that comply with applicable procedures and regulations in the same manner that the Company’s storage of non-digital documents complies with the applicable procedures and regulations. Therefore, the Company’s operation of the Abacusmarketplace.com platform does not impact its obligations as a license producer of life settlements.

*   *   *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (713) 546-7420 with any questions or comments regarding this correspondence.

 Very truly yours,

 /s/ Ryan J. Maierson

 Ryan J. Maierson

 of LATHAM & WATKINS LLP

cc:

 (via email)

 Jay J. Jackson, Abacus Life, Inc.

 William H. McCauley, Abacus Life, Inc.

 Chris Romaine, Abacus Life, Inc.

United States securities and exchange commission logo
May 21, 2024
Jay J. Jackson
Chief Executive Officer
Abacus Life, Inc.
2101 Park Center Drive, Suite 170
Orlando, Florida 32835
Re:Abacus Life, Inc.
Registration Statement on Form S-1
Filed May 10, 2024
File No. 333-279347
Dear Jay J. Jackson:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Business
Proprietary Technology Platforms Support Our Business, page 70
1.We note your disclosure on page 71 that you have begun developing
Abacusmarketplace.com, and your reference to ABL Tech using blockchain capabilities
on page 14. Please disclose whether you have commenced business on these platforms. If
so, disclose the total number of transactions or sales that have occurred on each platform.
Also, for each operational platform, disclose how transactions are validated, and who
validates transactions and maintains the ledger. If you have not commenced business on
this platform, disclose the following: any known or anticipated material commitments for
capital expenditures, the sources of funds for such expenditures, and your expected timing
with respect to business development. Also, if you are dependent on third party vendors or
developers for the creation or operation of your blockchain, revise the disclosure to name
those vendors and clarify the reliance.

 FirstName LastNameJay J.  Jackson
 Comapany NameAbacus Life, Inc.
 May 21, 2024 Page 2
 FirstName LastName
Jay J.  Jackson
Abacus Life, Inc.
May 21, 2024
Page 2

2.We note your disclosure on page 71 that Abacusmarketplace.com will provide blockchain
tertiary trading, servicing and valuation platform for trading life insurance
policies. Please clarify, whether you are providing the underlying technology or whether
you will effectively operate the exchange or trading platform on behalf of your clients or
customers. Please provide us with a detailed explanation of how the
Abacusmarketplace.com platform acquires, transfers, and records the offer and sale of any
policies. Also, clarify the extent to which the platform will facilitate the sale of fractional
interests in a policy, and how the platform provides adequate actuarial data on the policy
to facilitate the evaluation of that policy, including any scoring provided by your other
platforms/products.
3.Provide us your analysis as to whether the operation of the Abacusmarketplace.com
platform impacts your obligations as a license producer of life settlements, if policies are
bought and sold using your product.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Ryan Maierson, Esq.

CORRESP
1
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CORRESP

 VIA EDGAR

Piper Sandler & Co.

 1251 Avenue of the Americas, 6th
Floor

 New York, New York 10020

February 7, 2024

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: John Stickel

Re:
 Abacus Life, Inc.

Registration Statement on Form S-1

File No. 333-276795  

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request of Abacus Life, Inc. (the “Company”) for acceleration of the effective date of the
above-named Registration Statement on Form S-1, as amended, so that it becomes effective at 12:00 PM, Eastern Time, on February 9, 2024 or as soon thereafter as practicable, or at such other time as the
Company or its outside counsel, Locke Lord LLP, may orally request via telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we intend to distribute to each
underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, as appears to be reasonable to secure
adequate distribution of the Preliminary Prospectus.

 We, the undersigned, as representative of the several underwriters, confirm on
behalf of ourselves and the other participating underwriters that we have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issuance.

 [Signature Page Follows]

Very truly yours,

Acting on behalf of itself and the several underwriters

PIPER SANDLER & CO.

By: /s/ James Furey              

Name: James Furey

Title: Managing Director

 Signature Page to
Acceleration Request

United States securities and exchange commission logo
February 7, 2024
Jay J. Jackson
Chief Executive Officer
Abacus Life, Inc.
2101 Park Center Drive, Suite 170
Orlando, FL 32835
Re:Abacus Life, Inc.
Registration Statement on Form S-1
Filed January 31, 2024
File No. 333-276795
Dear Jay J. Jackson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact John Stickel at 202-551-3324 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

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 February 7, 2024

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Finance

 100 F Street NE

 Washington, D.C. 20549

Attn: John Stickel

Re:
 Abacus Life, Inc.

Registration Statement on Form S-1

Filed January 31, 2024

File No. 333-276795

Dear Mr. Stickel

 Abacus Life, Inc. (the
“Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement,
as amended, to 12:00 P.M. Washington, D.C. time, on February 9, 2024 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

Please contact Robert Evans, of Locke Lord LLP, counsel to the Registrant, at (212) 912-2728, or Will
Barnard of Locke Lord LLP, at (212) 912-2739 as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Very truly yours,

ABACUS LIFE, INC.

/s/ Jay Jackson

Jay Jackson

Chief Executive Officer

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1
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 October 31, 2023

VIA EDGAR

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Finance

 100 F Street NE

 Washington, D.C. 20549

Attn: Aisha Adegbuyi and Christian Windsor

Re:
 Abacus Life, Inc.

Registration Statement on Form S-1

Filed September 29, 2023

File No. 333-274553

Dear Ms. Adegbuyi and Mr. Windsor:

Abacus Life, Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated
under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 4:00 P.M. Washington, D.C. time, on November 2, 2023 or as soon as practicable thereafter, unless
the Registrant notifies you otherwise prior to such time.

 Please contact Robert Evans, of Locke Lord LLP, counsel to the Registrant, at
(212) 912-2728, or Joseph Chung of Locke Lord LLP, at (212) 912-2721 as soon as the Registration Statement has been declared effective, or if you have any other
questions or concerns regarding this matter.

Very truly yours,

ABACUS LIFE, INC.

/s/ Jay Jackson

Jay Jackson

 Chief Executive Officer

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1
filename1.htm

CORRESP

 VIA EDGAR

Piper Sandler & Co.

 1251 Avenue of the Americas, 6th
Floor

 New York, New York 10020

October 31, 2023

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attn: Aisha Adegbuyi and
Christian Windsor

Re:
 Abacus Life, Inc.

Registration Statement on Form S-1

File No. 333-274553

Ladies and Gentlemen:

 In accordance with Rule
461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several underwriters, hereby join in the request of Abacus Life, Inc. (the “Company”) for acceleration of the effective date of the
above-named Registration Statement on Form S-1, as amended, so that it becomes effective at 4:00 PM, Eastern Time, on November 2, 2023 or as soon thereafter as practicable, or at such other time as the
Company or its outside counsel, Locke Lord LLP, may orally request via telephone call that such Registration Statement be declared effective.

Pursuant to Rule 460 under the Act, we, as representative of the several underwriters, wish to advise you that we intend to distribute to each
underwriter, dealer or institution who is reasonably anticipated to participate in the offering as many copies of the Preliminary Prospectus included in the above-named Registration Statement, as amended, as appears to be reasonable to secure
adequate distribution of the Preliminary Prospectus.

 We, the undersigned, as representative of the several underwriters, confirm on
behalf of ourselves and the other participating underwriters that we have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issuance.

 [Signature Page Follows]

Very truly yours,

Acting on behalf of itself and the several underwriters

PIPER SANDLER & CO.

By:

 /s/ James Furey

Name:

James Furey

Title:

Managing Director

 Signature Page to Acceleration Request

CORRESP
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filename1.htm

CORRESP

 200 Vesey Street, 20th Floor,

New York, NY 10281

 Telephone: 212-912-2736

 Fax: 888-325-9109

 www.lockelord.com

 William L. Barnard

Direct Telephone: 212-912-2739

Direct Fax: 888-325-9109

william.barnard@lockelord.com

 October 30, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street NE

 Washington, D.C. 20549

Attn: Aisha Adegbuyi and Christian Windsor

Re:
 Abacus Life, Inc.

 
 Amendment No. 2 to Registration Statement on Form S-1/A

 
 Filed September 29, 2023

 
 File No. 333-274553

Dear Aisha Adegbuyi and Christian Windsor:

 On
behalf of our client, Abacus Life, Inc. (the “Company” or “Abacus”), we are writing to submit the Company’s responses to your comment letter dated October 10, 2023.

The Company has filed via EDGAR Amendment No. 2 to its Registration Statement on Form S-1
(“Amendment No. 2”), reflecting the Company’s responses to the comment received by the Staff. For ease of reference, the comment is printed below in bold, followed by the Company’s response. All page references in the
response set forth below refer to page numbers in Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2.

 October 30, 2023

Page 2

 Form S-1
filed September 29, 2023

 Liquidity and Capital Resources, page 60

1. We note your response to prior comment 2 related to the restrictive covenants under the Owl Rock credit facility and that the new notes sold in this
offering will be used to retire the Owl Rock facility. In your disclosure, you state that among the reasons for this offering is to lessen the covenant burdens on Abacus compared to the Owl Rock facility. Revise this section, or another appropriate
section of the amended S-1 to disclose that you are currently in compliance with the financial covenants as of a recent date.

Response:

 Please see page 30 of Amendment
No. 2 which includes the following additional language:

 “The Company affirms that it is currently in compliance with the net leverage ratio,
liquid asset coverage ratio, and all other requirements under the Owl Rock Credit Facility.”

 * * *

Please contact me at (212) 912-2739 or Rob Evans at (212) 912-2728 with any
questions or further comments regarding our responses to your comments.

 Sincerely,

/s/ William L. Barnard

 William L. Barnard

Locke Lord LLP

 cc: Jay Jackson, Abacus Life, Inc.

 2

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 October 11, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street NE

 Washington, D.C. 20549

Attn: Aisha Adegbuyi and Christian Windsor

Re:
 Abacus Life, Inc.

Registration Statement on Form S-1

Filed July 25, 2023

File No. 333-273411

Dear Ms. Adegbuyi and Mr. Windsor:

Abacus Life, Inc. (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated
under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 4:00 P.M. Washington, D.C. time, on October 13, 2023 or as soon as practicable thereafter, unless
the Registrant notifies you otherwise prior to such time.

 Very truly yours,

ABACUS LIFE, INC.

 /s/ Jay Jackson

By:

 Jay Jackson

Chief Executive Officer

 cc: Brian Casey, Locke Lord LLP

Thomas Bohac, Locke Lord LLP

 Robert Evans III, Locke Lord LLP

United States securities and exchange commission logo
October 10, 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. 2 to Registration Statement on Form S-1
Filed September 29, 2023
File No. 333-274553
Dear Jay Jackson:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our September 27, 2023, letter.
Form S-1 Filed September 29, 2023
Liquidity and Capital Resources, page 60
1.We note your response to prior comment 2 related to the restrictive covenants under the
Owl Rock credit facility and that the new notes sold in this offering will be used to
retire the Owl Rock facility.  In your disclosure, you state that among the reasons for this
offering is to lessen the covenant burdens on Abacus compared to the Owl Rock facility.
Revise this section, or another appropriate section of the amended S-1 to disclose that you
are currently in compliance with the financial covenants as of a recent date.

 FirstName LastNameJay Jackson
 Comapany NameAbacus Life, Inc.
 October 10, 2023 Page 2
 FirstName LastName
Jay Jackson
Abacus Life, Inc.
October 10, 2023
Page 2
            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:       Robert Evans, Esq.

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 111 South Wacker Drive

Suite 4100

 Chicago, IL 60606

Telephone: 312-443-0700

Fax: 312-443-0336

www.lockelord.com

Thomas V. Bohac

 Direct Telephone: 312-443-0337

 Direct Fax: 312-896-6075

 tom.bohac@lockelord.com

 September 29, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street NE

 Washington, D.C. 20549

Attn: Aisha Adegbuyi and Christian Windsor

Re:
  Abacus Life, Inc.

Registration Statement on Form S-1/A

Filed September 18, 2023

File No. 333-274553

Dear Aisha Adegbuyi and Christian Windsor:

 On
behalf of our client, Abacus Life, Inc. (the “Company” or “Abacus”), we are writing to submit the Company’s responses to your comment letter dated September 27, 2023.

The Company has filed via EDGAR Amendment No. 1 to its Registration Statement on Form S-1
(“Amendment No. 1”), reflecting the Company’s responses to the comments received by the Staff and other updated information. For ease of reference, each comment is printed below in bold, followed by the Company’s response.
All page references in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 1.

 September 29, 2023

Page 2

 Form S-1 filed September 26, 2023

Management’s Discussion and Analysis, page 38

1. We note that in the risk factors section, you note that you have potential credit exposure to certain life insurance companies. Revise the
management’s discussion and analysis section to specifically identify any life insurance companies that represent more than 10% of the policies that you have acquired in a particular period for sale to investors, or that you hold on your
balance sheet. Disclose whether management conducts any ongoing evaluation of your portfolio to identify any new concentrations, or to monitor the financial health of insurance companies that represent significant concentrations of acquired
policies.

 Response:

 Please see
page 65 of the amended Registration Statement which includes the following additional section:

 Credit Exposure to Insurance
Companies

 The following table provides information about the life insurance issuer concentrations that exceed 10% of
total face value or 10% of total fair value of the Company’s life insurance policies as of June 30, 2023:

 Carrier

Percentage of Face
Value

Percentage of Fair
Value

Carrier Rating

 American General Life Insurance Company

14.0
%

11.0
%

A

 ReliaStar Life Insurance Company

6.0
%

12.0
%

A

 Lincoln National Life Insurance Company

14.0
%

12.0
%

A

 The Company reviews the composition of its portfolio with respect to the concentration of life
insurance carriers on an ongoing basis. In addition, as a general policy, the Company typically invests in life insurance policies issued by “A-“ rated or better life insurance carriers.

Liquidity and Capital Resources, page 55

 2. We
note that you are subject to restrictive covenants by the Owl Rock credit facility. Revise this section to disclose your current consolidated net leverage ratio and liquid asset coverage ratio.

Response:

 The Company respectively notes that the Owl
Rock credit facility was not in place as of June 30, 2023, and as such that information was not included in the Registration Statement. The Company affirms that it is currently in compliance with the net leverage ratio, liquid asset coverage
ratio, and all other requirements under the Owl Rock credit facility. In addition, as disclosed in the Use of Proceeds section, the Company intends to use the proceeds of this offering to retire the Owl Rock credit facility, and upon retirement of
the credit facility will no longer be subject to such restrictions.

 2

 September 29, 2023

Page 3

 Incorporation by Reference, page 124

3. Please revise your prospectus to remove this section or provide us with your analysis regarding your eligibility to incorporate by reference on Form S-1. In this regard, we note that companies that were either shell companies or blank check companies during the past three years are ineligible to incorporate by reference on Form
S-1. Please refer to General Instruction VII.D.1(b) to Form S-1. Revise Form S-1 to provide all disclosure required by the form
that currently is incorporated by reference, including, but not limited to the management’s discussion and analysis, financial statements, risk factors and the description of your business.

Response:

 The Company has revised the Registration
Statement to remove this section and has added the material that was otherwise incorporated by reference directly into the Registration Statement, in particular with respect to the management’s discussion and analysis.

General

 4. We note numerous omitted
disclosures in the registration statement. Please fill in all missing information in an amendment filed prior to any request for acceleration, including the fixed interest rate of the notes and your Form T-1
Statement of Eligibility under Trust Indenture Act of 1939 in an amendment filed prior to any request for acceleration.

 Response:

The Company acknowledges that it will fill in all missing information in an amendment filed prior to requesting acceleration. Please note the inclusion of
Form T-1 as exhibit 25.1 to the Registration Statement.

 5. Revise this registration statement consistent with
the changes made to the S-1 (333-273411) in response to the staff’s comments on the amendment filed on September 15, 2023.

Response:

 Please see the revisions to the Registration
Statement, in particular those made beginning on page 19 with respect to the Risk Factor entitled “Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would require
significant 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.”

 * * *

 3

 September 29, 2023

Page 4

 Please contact me at (312) 443-0337 or Rob Evans at (212) 921-2728 with any questions or further comments regarding our responses to your comments.

 Sincerely,

/s/ Thomas V. Bohac, Jr.

 Thomas V. Bohac Jr.

Locke Lord LLP

 cc: Jay Jackson, Abacus Life, Inc.

 4

CORRESP
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 111 South Wacker Drive

Suite 4100

 Chicago, IL 60606

Telephone: 312-443-0700

Fax: 312-443-0336

www.lockelord.com

Thomas V. Bohac

 Direct Telephone: 312-443-0337

 Direct Fax: 312-896-6075

 tom.bohac@lockelord.com

 September 29, 2023

 VIA
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of Finance

100 F Street NE

 Washington, D.C. 20549

Attn: Aisha Adegbuyi and Christian Windsor

Re:
 Abacus Life, Inc.

 
 Registration Statement on Form S-1/A

 
 Filed September 15, 2023

 
 File No. 333-273411

Dear Aisha Adegbuyi and Christian Windsor:

 On
behalf of our client, Abacus Life, Inc. (the “Company” or “Abacus”), we are writing to submit the Company’s responses to your comment letter dated September 27, 2023.

The Company has filed via EDGAR Amendment No. 2 to its Registration Statement on Form S-1
(“Amendment No. 2”), reflecting the Company’s responses to the comments received by the Staff and other updated information. For ease of reference, each comment is printed below in bold, followed by the Company’s response.
All page references in the responses set forth below refer to page numbers in Amendment No. 2. Capitalized terms used but not defined herein have the meanings set forth in Amendment No. 2.

 September 29, 2023

 Page
 2

 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 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.

Response:

 We note that the
$21.6 million in revenue for the fiscal period ended on June 30, 2023 is only with respect to LMA. Abacus Settlements reported revenue for the six months ended June 30, 2003 of $13.2 million. As such, the total revenue for the
Company for the fiscal period ended on June 30, 2023 would be $34.8 million. If this figure is doubled (assuming equivalent revenue for the second half of the year), this would result in projected annual revenue of $69.6 million,
which is in line with the projection of $71 million for fiscal year 2023.

 In addition, due to the timing of the Company’s
advertising and other marketing efforts this year, it has recognized a delay in policy originations. However, based upon its current forecasts the Company believes that the projection of 24% year over year increase in originations is still an
accurate projection given its originations to date.

 Because the Company remains confident in the projections included with respect
to the Business Combination, the Company does not believe that additional disclosure or risks are appropriate at this time.

 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.

 2

 September 29, 2023

 Page
 3

 Response:

Please see the revised risk factor included on page 17 of the Registration Statement and reproduced below:

Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would
require significant 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 traditionally historically been understood to not to 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 Securities 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.

 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., but 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.

It is possible that sales of life insurance policies, depending on the facts and circumstances attending the particular
transaction, or an investment or financing program of which the purchase or sale of a life insurance policy is a part, could implicate U.S. state and federal securities laws, including the Investment Company Act.

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. Since that time, there have been a number of changes to the life settlements industry and, to 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

 3

 September 29, 2023

 Page
 4

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.

 4

 September 29, 2023

 Page
 5

 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 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.

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.

Response:

 The Company has determined that it presently
does not need to adjust its business practices in states located within the Eleventh Circuit Court of Appeals because the Company does not offer to sell fractionalized interests in life settlements. The Company has determined that it presently does
not need to adjust its business practices in states located within the Fifth Circuit Court of Appeals because it has not definitively ruled that trading in whole, non-variable life insurance policies involves
the issuance or sale of a security for purposes of the Securities Act. To the extent that new developments in either the Eleventh or Fifth Circuit Courts of Appeals, or any other federal circuit require a reassessment of this position, the Company
will undertake the analysis at that time in connection with any new facts or positions.

 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.

Response:

 Please note that we have added the following
additional disclosure on page 112 of the revised Registration Statement:

 5

 September 29, 2023

 Page
 6

 Abacus Investment SPV

On the Closing Date of the Business Combination, the Company entered into the Abacus Investment SPV, LLC (“SPV”) Purchase and
Sale, including the Asset Purchase Agreement (“Policy APA”). The Company and the SPV are parties to the Policy APA. The payable obligation owing by the Company to the SPV in connection with the SPV Purchase and Sale is evidenced by a note
issued by the Company under the SPV Investment Facility in an original principal amount equal to the aggregate fair market value of the acquired insurance policies. The note has the same material terms and conditions as the other credit extensions
under the SPV Investment Facility. The SPV Investment Facility evidenced or provided for certain credit extensions to include: (i) an initial credit extension in an original principal amount of $15.0 million that is expected to be funded upon the
closing of the SPV Investment Facility, (ii) a note in favor of the SPV in an original principal amount of $10.0 million to finance the purchase of the insurance policies under the Policy APA and (iii) a delayed draw credit extension in an original
principal amount of $25.0 million, with the delayed draw credit extension drawn in a period between 90 and 120 days after the closing of the SPV Investment Facility upon satisfaction of certain conditions precedent (such $25.0 million delayed
drawing expected to be made substantially concurrently with the delayed drawing in the same amount expected under the Owl Rock Credit Facility)

The Sponsor, Jay Jackson, Matthew Ganovsky, Sean McNealy, and Scott Kirby are members of the SPV and thereby indirectly receive economic
or other benefits from the Policy APA and the SPV Investment Facility.

 * * *

Please contact me at (312) 443-0337 or Rob Evans at (212) 921-2728 with any
questions or further comments regarding our responses to your comments.

 Sincerely,

/s/ Thomas V. Bohac, Jr.

 Thomas V. Bohac Jr.

Locke Lord LLP

cc:
 Jay Jackson, Abacus Life, Inc.

 6

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.

CORRESP
1
filename1.htm

CORRESP

 111 South Wacker Drive

Suite 4100

 Chicago, IL 60606

Telephone: 312-443-0700

Fax: 312-443-0336

www.lockelord.com

Thomas V. Bohac

 Direct Telephone: 312-443-0337

 Direct Fax: 312-896-6075

 tom.bohac@lockelord.com

 September 15, 2023

 VIA EDGAR

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Finance

 100 F Street NE

 Washington, D.C. 20549

 Attn: Aisha Adegbuyi and Christian
Windsor

Re:

 Abacus Life, Inc.

 Registration
Statement on Form S-1

 Filed July 25, 2023

File No. 333-273411

 Dear Aisha Adegbuyi and Christian Windsor:

On behalf of our client, Abacus Life, Inc. (the “Company” or “Abacus”), we are writing to submit the Company’s
responses to your comment letter dated August 10, 2023.

 The Company has filed via EDGAR Amendment No. 1 to its Registration
Statement on Form S-1 (“Amendment No. 1”), reflecting the Company’s responses to the comments received by the Staff and other updated information. For ease of reference, each comment is
printed below in bold, followed by the Company’s response. All page references in the responses set forth below refer to page numbers in Amendment No. 1. Capitalized terms used but not defined herein have the meanings set forth in
Amendment No. 1.

 September 15, 2023

 Page
 2

 Form S-1 filed July 25, 2023

Cover Page

 1. We note your disclosure in the
prospectus summary stating that “For so long as the Warrants remain ‘out-of-the money,’ we believe our Warrant Holders will be unlikely to
… 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.” We also note your statement at the beginning
of the Risk Factors section “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 Common Stock and Warrants
could decline and you could lose all or part of your investment.” Please include a risk factor discussing this and provide similar disclosure in the MD&A and Use of Proceeds sections. Also, as applicable, describe the
impact on your liquidity.

 Response:

 The Company has
revised its risk factor, and disclosure on pages 30 and 34 of Amendment No. 1 to include the following language:

 Our ability to obtain additional
financing from exercise of the Warrants may be limited. There is no assurance that the holders of the Warrants will elect to exercise any of the Warrants, which could impact our liquidity position. Whether holders of Warrants will exercise their
Warrants, and therefore the amount of cash proceeds we would receive upon exercise, is dependent upon the trading price of our Common Stock, which closed at $8.28 per share on September 13, 2023. Each Warrant will become exercisable for one
share of Common Stock at an exercise price of $11.50. Therefore, when the trading price of the Common Stock is less than $11.50, we expect that holders of Warrants would not have the financial incentive to exercise their Warrants. We could receive
up to an aggregate of approximately $300.7 million if all of the Warrants are exercised for cash, but we would only receive those proceeds if and when the holders of Warrants exercise the Warrants. The Warrants may not be or remain in the money
during the period they are exercisable and prior to their expiration and, therefore, it is possible that the Warrants may not be exercised prior to their maturity on June 30, 2028, even if they are in the money, and as such, may expire
worthless with minimal proceeds received by us, if any, from the exercise of Warrants. To the extent that any of the Warrants are exercised on a “cashless basis,” we will not receive any proceeds upon such exercise. As a result, we do not
expect to rely on the cash exercise of Warrants to fund our operations.

 2

 September 15, 2023

 Page
 3

Instead, we intend to rely on other sources of cash discussed elsewhere in this registration statement to continue to fund our operations. See “Management’s Discussion and Analysis of
Financial Condition and Results of Operations—Liquidity and Capital Resources.”

 2. We note the significant number of redemptions of your
Class A common stock in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage of your public float. If a considerable number of the shares being registered for
resale were purchased by the selling securityholders for prices considerably below the current market price of the Class A common stock, please highlight the significant negative impact sales of shares on this registration statement could have
on the public trading price of the Class A common stock.

 Response:

The Company respectfully submits that the Cover Page contains a paragraph describing the risk in some detail. The Company has made changes to that paragraph
to further highlight that risk (additions are shown in bold and italicized text, deletions appear as a line through the applicable text).

 The Resale
Securities represent a substantial percentage of the total outstanding shares of our Common Stock as of the date 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 all the
Resale Securities and or the perception that these sales could occur, including when applicable lock-ups end, could result in a significant decline in the public
trading price of our securities. Even if the current trading price of our Common Stock is at 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 East Sponsor, LLC (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.”

 3

 September 15, 2023

 Page
 4

 3. For each of the shares/warrants being registered for resale, disclose the price that the selling
securityholders paid for such shares/warrants overlying such securities in the Prospectus Summary section, Plan of Distribution section, and where appropriate.

Response:

 The Company has added a new section to the
Prospectus Summary to address this comment immediately following the section entitled “THE OFFERING”:

 “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, which were originally issued in connection with the Company IPO.

 4

 September 15, 2023

 Page
 5

(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 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 relied upon beyond its illustrative nature. The table uses the closing price of the Company’s Common Stock
on September 13, 2023 of $8.28 and the closing price of the Company’s Public Warrants on September 13, 2023 of $0.4050. The table illustrates that some Selling Holders may 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 public shareholders may experience a negative rate of return on their investment.”

 Securities

Per Share Purchase
Price

Per Share Price as of
September 13, 2023

Illustrative
Profit/Loss Per Share

 Common Stock Issued in the IPO

$
0.0029

$
8.28

$    8.2771

 Common Stock transferred to an Independent Director

$
6.12

$
8.28

$    2.16

 Common Stock Issued in the Business Combination

$
10.00

$
8.28

($    1.72
)

 Private Placement Warrants

$
0.00

$
0.4050

$0.4050

 Legacy Holder Warrants

$
0.00

$
0.4050

$0.4050

 5

 September 15, 2023

 Page
 6

 Prospectus Summary

Overview of Company, page 6

 4. Revise your
prospectus to disclose the price that each selling securityholder paid for the shares/warrants being registered for resale. Highlight any differences in the current trading price, the prices that the other selling
securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares and warrants. Disclose whether the other selling securityholders may experience a positive rate of return based on
the current trading price, and if so disclose that the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also
disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate risk factor disclosure.

Response:

 Please see the Company’s response to Comment 3.

 5. Please expand your discussion here to reflect the fact that this offering involves the potential sale of a substantial portion of shares for resale
and discuss how such sales could impact the market price of the company’s common stock.

 Response:

Please see the Company’s response to Comment 3.

Risk Factors, page 13

 6. Include an additional
risk factor highlighting the negative pressure potential sales of shares pursuant to this registration statement could have on the public trading price of the Class A common stock. To illustrate this risk, disclose the purchase price of
the securities being registered for resale and the percentage that these shares currently represent of the total number of shares outstanding. Also disclose whether the current trading price is at or significantly below the SPAC IPO price,
and if so, explain that the private investors have an incentive to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Response:

 The Company respectfully submits that it has
included this risk on the Prospectus Cover Page with a cross-reference to “Risk Factors—Risks Related to Being a Public

 6

 September 15, 2023

 Page
 7

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.”

 The Company has made changes to page 31 of Amendment No. 1 to enhance the risk factor in response to the
Staff’s comment to include the following language (additions are shown in bold and italicized text, deletions appear as a line through the applicable text):

Future sales (including pursuant to this Prospectus), 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.

 The sale of substantial amounts of shares of our
Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for
us to sell equity securities in the future at a time and at a price that we deem appropriate.

 We have a total of 62,961,688 shares of Common Stock
outstanding, consisting of (i) 53,175,000 shares of common stock issued to the holders of issued and outstanding limited liability company interests in LMA and Abacus Settlements prior to the closing of the Business Combination (“Company
Members”) at an implied equity consideration value of $10.00 per share of Common Stock (assuming that the Cash Consideration equals zero), (ii) 1,161,688 shares of Common Stock held by the public shareholders, and
(iii) 8,625,000 shares of Common Stock held by the Selling Holders acquired by the Sponsor in a private placement at the founding of the Company for an aggregate payment 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.

 In
connection with the Business Combination, pursuant to the Company Support Agreement, the Company Members have agreed, subject to certain exceptions, not to transfer (i) 15% of the shares of the Company’s Common Stock received by such Company
Member in connection with the closing until the date that is 180 days after

 7

 September 15, 2003

 Page
 8

the Closing Date (x) the remaining 85% of the shares of the Company’s common stock received by such Company Member in connection with the clo

United States securities and exchange commission logo
August 10, 2023
Jay Jackson
President and Chief Executive Officer
Abacus Life, Inc.
2101 Park Center Drive,
Suite 170,
Orlando, Florida 32835
Re:Abacus Life, Inc.
Registration Statement on Form S-1
Filed July 25, 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 filed July 25, 2023
Cover Page
1.We note your disclosure in the prospectus summary stating that "For so long as the
Warrants remain 'out-of-the money,' we believe our Warrant Holders will be unlikely to . .
. 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."   We also note your statement at the beginning of the Risk Factors section "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
Common Stock and Warrants could decline and you could lose all or part of your
investment."  Please include a risk factor discussing this and provide similar disclosure in

 FirstName LastNameJay Jackson
 Comapany NameAbacus Life, Inc.
 August 10, 2023 Page 2
 FirstName LastName
Jay Jackson
Abacus Life, Inc.
August 10, 2023
Page 2
the MD&A and Use of Proceeds section sections.  Also, as applicable, describe the impact
on your liquidity.
2.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float.  If a considerable number of
the shares being registered for resale were purchased by the selling securityholders for
prices considerably below the current market price of the Class A common stock, please
highlight the significant negative impact sales of shares on this registration statement
could have on the public trading price of the Class A common stock.
3.For each of the shares/warrants being registered for resale, disclose the price that the
selling securityholders paid for such shares/warrants overlying such securities in the
Prospectus Summary section, Plan of Distribution section, and where appropriate.
Prospectus Summary
Overview of Company, page 6
4.Revise your prospectus to disclose the price that each selling securityholder paid for the
shares/warrants being registered for resale.  Highlight any differences in the current
trading price, the prices that the other selling securityholders acquired their shares and
warrants, and the price that the public securityholders acquired their shares and warrants.
Disclose whether the other selling securityholders may experience a positive rate of return
based on the current trading price, and if so disclose that the public securityholders may
not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price.  Please also disclose the potential
profit the selling securityholders will earn based on the current trading price.  Lastly,
please include appropriate risk factor disclosure.
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock.
Risk Factors, page 13
6.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of the
Class A common stock.  To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding.  Also disclose whether the current trading price is at or
significantly below the SPAC IPO price, and if so, explain that the private investors have
an incentive to sell because they will still profit on sales because of the lower price that
they purchased their shares than the public investors.

 FirstName LastNameJay Jackson
 Comapany NameAbacus Life, Inc.
 August 10, 2023 Page 3
 FirstName LastName
Jay Jackson
Abacus Life, Inc.
August 10, 2023
Page 3
The Company's success is dependent upon..management, page 21
7.Revise this risk factor, as well as elsewhere in the document, to discuss the fact that many
of the shares offered under this registration statement are shares owned by your key
officers and directors.
...We may not be able to accurately or timely report our financial condition or results of
operations, page 23
8.We note your statement on page 23 that you may not be able to timely file reports required
by the Exchange Act.  We also note that you did not timely file a Form 10-Q for the
quarter ended March 31, 2023, and a Form 10-K for the quarter ended December 31,
2022.  Update and revise your risk factor to state that you did not timely file the report and
that you may not be able to file timely in the future.  Make similar changes to the risk
factor headed "Our management has limited experience.." on page 31.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at 202-551-
3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Tom Bohac

United States securities and exchange commission logo
March 2, 2023
Terence Pegula
Chief Executive Officer
East Resources Acquisition Company
7777 NW Beacon Square Boulevard
Boca Raton, FL 33487
Re:East Resources Acquisition Company
Preliminary Proxy Statement on Schedule 14A
Filed October 14, 2022
File No. 001-39403
Dear Terence Pegula:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Daniel J. Harrist, Esq.

CORRESP
1
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CORRESP

 February 2, 2023

VIA EDGAR

 Division of Corporation Finance

Office of Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549-6010

Attention:      John Spitz

Michael Volley

 Robert Arzonetti

 J. Nolan Williams

Re:
 East Resources Acquisition Company

Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A

Filed January 18, 2023

File No. 001-39403

Ladies and Gentlemen:

 On behalf of East
Resources Acquisition Company (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and
Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). An electronic version of the
Amendment No. 3 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) has been concurrently filed with the Commission through its EDGAR system.

Set forth below are the responses of the Company to the comments of the Staff on the letter to the Company, dated January 25, 2023,
relating to the Proxy Statement. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment.
Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended Proxy Statement.

 ERESs Directors
and Executive Officers and the Sponsor and its Affiliates Have Financial Interests in the Business Combination, page 7

1.
 Refer to your response to comment 3. Please quantify the aggregate dollar amount the sponsor and its
affiliates have at risk that depends on the completion of a business combination. Provide similar disclosure for your officers and directors if material.

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages xxv, 11-12, 56, 90, and 209.

 Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of Operations,
page 76

2.
 Please refer to comment 5. It appears that the Restriction Agreement attached as Annex I has not been
executed since it is not dated or signed. Please revise to attach a signed agreement if it has been executed. Additionally, please ensure you also attach a signed agreement related to the 913,984 shares which will be issued and outstanding at the
closing, as noted in your response, since these shares do not appear to be included in the agreement currently attached as Annex I.

Response: The Restriction Agreement attached as Annex I is not yet executed as it is between Jay Jackson and Abacus Life, Inc., which will not exist
until the transaction closes. Even though the agreement cannot be executed, the grant date is considered to be January 12, 2023 as this represents the date on which a mutual understanding of the key terms and conditions of the share based payment
award had been established.

 On October 13, 2022, the owners of the Companies executed the Merger Consideration Allocation Agreement,
whereby it was agreed that all stock and cash consideration associated with the ERES merger, if any, would be allocated equally amongst the four owners. Based on this agreement, Jay Jackson and the other three owners will each receive 13,293,750
shares in total. For Jay Jackson, of this total amount, 8,778,892 shares related to his prior ownership of LMA, and 4,569,922 are incentive shares, representing his new ownership of Abacus. Of these incentive shares, 3,655,938 will be granted
through the Restriction Agreement and are subject to forfeiture. Thus, the 913,984 shares that are issued and outstanding at Closing represent the incentive shares that are not subject to forfeiture and fully vest upon transaction close.

The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages x, xi, 4, and 5 of the Amended
Proxy Statement, which previously noted that 4,569,922 were subject to forfeiture. This footnote has been updated to note that 4,569,922 represent incentive shares, of which 3,655,938 are subject to forfeiture.

Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021, page F-83

3.
 Please refer to comment 17. Please revise the Statement of Cash Flows to ensure the amount presented in
“Change in fair value of life insurance policies (held using fair value method)” agrees to the amount presented in the same line item in the Income Statement on page F-81, or tell us why the amounts
should not agree.

 Response: The “Change in fair value of life insurance policies (policies held using fair value
method)” in the income statement includes realized and unrealized gains/(losses) on policies. Only the unrealized gains/(loss) of $3,957,809 should be an added back to net income as a non-cash operating item with the realized gain and premiums
expense flowing through net income. This amount is calculated as the change in fair value from the Income Statement of $3,801,031, plus the premiums paid of $261,778 (to remove the impact of the included premiums expense), minus the realized gain of
$105,000 related to matured policies and agrees to the fair value rollforward on page F-93, which we have expanded for additional clarity.

We have revised the presentation and naming of the statement of cash flow line item in the Amended Proxy Statement on page F-83.

 **********

Any comments or questions regarding the foregoing should be directed to the undersigned at (713)
546-7420. Thank you in advance for your cooperation in connection with this matter.

Very truly yours,

 /s/ Ryan J. Maierson

 Ryan J. Maierson

 of LATHAM & WATKINS
LLP

 Enclosures

 cc: (via e-mail)

 Gary L. Hagerman, Jr., East Resources Acquisition Company

Daniel J. Harrist, Latham & Watkins LLP

 Rob Evans,
Locke Lord LLP

 Brian T. Casey, Locke Lord LLP

 Thomas V.
Bohac, Locke Lord LLP

United States securities and exchange commission logo
January 25, 2023
Terence Pegula
Chief Executive Officer
East Resources Acquisition Company
7777 NW Beacon Square Boulevard
Boca Raton, FL 33487
Re:East Resources Acquisition Company
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed January 18, 2023
File No. 001-39403
Dear Terence Pegula:
            We have reviewed your filing and have the following 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 these comments within ten business days 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.
Revised Preliminary Proxy Statement filed January 18, 2023
ERESs Directors and Executive Officers and the Sponsor and its Affiliates Have Financial
Interests in the Business Combination, page 7
1.Refer to your response to comment 3. Please quantify the aggregate dollar amount the
sponsor and its affiliates have at risk that depends on the completion of a business
combination. Provide similar disclosure for your officers and directors if material.
Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of
Operations, page 76
2.Please refer to comment 5. It appears that the Restriction Agreement attached as Annex I
has not been executed since it is not dated or signed. Please revise to attach a signed
agreement if it has been executed. Additionally, please ensure you also attach a signed
agreement related to the 913,984 shares which will be issued and outstanding at the
closing, as noted in your response, since these shares do not appear to be included in the

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 January 25, 2023 Page 2
 FirstName LastName
Terence Pegula
East Resources Acquisition Company
January 25, 2023
Page 2
agreement currently attached as Annex I.
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 2022 and 2021, page F-83
3.Please refer to comment 17. Please revise the Statement of Cash Flows to ensure the
amount presented in “Change in fair value of life insurance policies (held using fair value
method)” agrees to the amount presented in the same line item in the Income Statement on
page F-81, or tell us why the amounts should not agree.
            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.
            You may contact John Spitz at (202) 551-3484 or Michael Volley at (202) 551-3437 if
you have questions regarding comments on the financial statements and  related matters.  Please
contact Robert Arzonetti at (202) 551-8819 or J. Nolan McWilliams, Acting Legal Branch
Chief, at (202) 551-3217 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Daniel J. Harrist, Esq.

CORRESP
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CORRESP

 January 17, 2023

VIA EDGAR

 Division of Corporation Finance

Office of Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549-6010

Attention:

 John Spitz

 Michael Volley

Robert Arzonetti

 J. Nolan Williams

Re:

East Resources Acquisition Company

Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A

Filed December 7, 2022

File No. 001-39403

 Ladies and Gentlemen:

On behalf of East Resources Acquisition Company (the “Company”), set forth below are the Company’s responses to
the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Amendment No. 1 to the
Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). An electronic version of the Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy Statement”)
has been concurrently filed with the Commission through its EDGAR system.

 Set forth below are the responses of the Company to the
comments of the Staff on the letter to the Company, dated January 6, 2023, relating to the Proxy Statement. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The
Company has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended Proxy Statement.

Basis of Presentation and Glossary, page iv

1.
 Please refer to comment 1 and revise the relevant sections of your filing to disclose that at this
time you have not committed PIPE investment amounts.

 Response: The Company has revised the Amended Proxy
Statement in response to the Staff’s comment. Please see pages iv, 13, 63, 88, 213, and 223 of the Amended Proxy Statement. As noted in our response to the Staff’s comment letter, dated November 10, 2022, the Company continues to
opportunistically seek to raise a PIPE investment but at this time has no committed PIPE Investment Amount. Should the Company obtain a PIPE investment, the Company will revise the proxy statement to disclose the terms thereof.

What Happens to the Funds Deposited in the Trust Account After Consummation of the Business Combination, page xvii

2.
 Please refer to your response to comment 5. Please revise the disclosure to include additional
information regarding the redemption of 71.83% of the outstanding public shares, including any factors that lead to such large percentage of the shares being redeemed.

 January 17, 2023

 Page
 2

 Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that
the stockholder redemptions in July 2022 were made pursuant to the terms of the Existing Charter, which requires that the Company give Public Stockholders the opportunity to redeem all or a portion of their Public Shares in connection with a
stockholder vote to approve certain amendments to the Existing Charter, including an amendment that modifies the Company’s deadline to complete an initial business combination. In connection with the Extension Amendment, which extended the date
by which the Company must consummate its initial business combination from July 27, 2022 to January 27, 2023, Public Stockholders holding 71.83% of the outstanding Public Shares exercised their redemption rights. The Company respectfully
advises the Staff that a variety of factors may have impacted Public Stockholders’ election to redeem their Public Shares, including, among other things, (i) the fact that, at the time such Public Stockholders elected to redeem their
Public Shares, the Company had not yet announced entry into a definitive agreement with respect to an initial business combination, (ii) challenging market conditions, including the current period of economic uncertainty and volatility in U.S.
and global capital markets, (iii) public sentiment towards special purpose acquisition companies and (iv) changes in the regulatory landscape applicable to special purpose acquisition companies, including recent changes in U.S. tax law. In
addition, the Company respectfully advises the Staff that the level of redemptions in connection with the Extension Amendment is consistent with redemptions faced by other similarly situated special purpose acquisition companies in connection with
business combination transactions and certain charter amendments that trigger stockholder redemption rights.

 ERES directors and officers may have
interests in the Business Combination different from the interests of ERES stockholders, page 7

3.
 Please refer to comment 11. Please quantify the aggregate dollar amount and describe the nature of what
the sponsor and its affiliates have at risk that depends on completion of a business combination, including the current value of securities held, loans extended, fees due, and
out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement in connection with their activities on your behalf (such as investigating
possible business targets and business combinations). Provide similar disclosure for your officers and directors, if material. Similarly revise other portions of the proxy statement as necessary.

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages xx-xxiv, 7-11, 51-54, 84-87,
194, and 202-206 of the Amended Proxy Statement.

 Life settlements in which we invest are not currently regulated under the federal securities laws,
page 36

4.
 Please refer to your response to comment 7. Please briefly describe the internal guidelines developed by
Abacus to avoid purchasing life insurance policies which would be deemed to be securities.

 Response: It is Abacus’s
current policy not to purchase life insurance policies that constitute securities. To avoid purchasing life insurance policies that are regulated as securities, Abacus purchases fixed, non-fractionalized life
insurance policies. Abacus’s policy is to consult regularly with outside counsel concerning the categorization of life insurance policies as securities. In addition, Abacus’s policy concerning a purchase of life insurance products
that may be deemed to be securities requires consultation with counsel before any exception is made to its policy.

 Adjustments and Assumptions to
the Unaudited Pro Form Condensed Combined Balance Sheet as of September 30, 2022, page 74

5.
 Please refer to comment 22. Please revise to disclose how you measured the recurring compensation
recognized in adjustments (DD) and (MM).

 Response: LMA determined that the incentive shares distributed on a
non-pro-rata basis to Jay Jackson, one of the existing owners of LMA, should be reflected as stock compensation expense. This represented 4,569,922 shares, of which 913,984 will be issued and outstanding at closing and 3,655,938 are subject to
vesting as described below.

 In order to calculate the compensation expense for pro forma purposes, LMA first calculated the fair value of
these shares. The negotiations related to the draft Restriction Agreement governing these shares, attached to the proxy statement as Annex I, were considered to be concluded as of January 12, 2023, and this was determined to be the grant date of
these incentive shares. The fair value of these shares was calculated using the ERES closing stock price as of January 12, 2023, which was $10.22, resulting in a fair value of $9,340,921 related to the shares outstanding at closing and
$37,363,682 related to the shares subject to vesting.

 The fair value of the shares outstanding at closing will be recognized as
compensation expense upon closing. For pro forma purposes, this was reflected in the unaudited pro forma statement of operations for the year ended December 31, 2021. In response to the staff’s comments, the Company has revised the Amended
Proxy Statement accordingly. Please see page 78 of the Amended Proxy Statement and refer to adjustment (NN) for this nonrecurring expense.

LMA next calculated the monthly expense associated with the shares subject to vesting; this was calculated on a straight line basis. Half of
these shares are vested over a period of 25 months, and half are vested over a period of 30 months. This calculation resulted in total monthly stock compensation expense of $1,370,002. This is considered to be a recurring expense as of closing.
Therefore, LMA calculated stock compensation expense of $12,330,015 for a nine month period, which was reflected in the unaudited pro forma statement of operations for the nine months ended September 30, 2022; and LMA calculated stock compensation
expense of $16,440,020 on an annual basis, which was reflected in the unaudited pro forma statement of operations for the year ended December 31, 2021. In response to the staff’s comments, the Company has revised the Amended Proxy
Statement accordingly. Please see page 77 of the Amended Proxy Statement and refer to adjustments (DD) and (MM) for this recurring expense.

 Abacus
Overview, page 133

6.
 Please revise to describe the type of life insurance policies (e.g. whole, universal, term, etc.) that
typically meet your purchasing guidelines and clarify if any type represented a concentration of purchased policies during any period presented.

Response: Abacus invests in whole life, universal life, and convertible term life insurance policies. Currently, Abacus primarily invests in non-variable universal life insurance policies, with approximately eighty-nine percent (89%) of Abacus’s acquired policies by face value in 2021 being universal life insurance policies. Because of Abacus’s
established policies and guidelines, Abacus does not buy fractionalized or variable policies. The Company has revised the Amended Proxy Statement accordingly in response to the Staff’s comment. Please see page 134 of the Amended Proxy
Statement.

 January 17, 2023

 Page
 3

7.
 Please refer to your response to comment 33. Please substantiate, or with respect to beliefs,
characterize as such and discuss your reasonable basis for the belief, the following statements in this section:

•

 that “[you] are currently a leader in the life settlements industry, with approximately a 20% market
share and a proven track record of growth and strong asset returns” on page 123. In particular, please provide support for the statement that you have approximately a 20% market share;

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page 135 of the
Amended Proxy Statement which clarifies that this statement is based on a 2021 report by The Deal and Life Settlement Report, a U.S. life settlements industry news source.

•

 that “we believe 90% of senior citizens who let policies lapse would have considered this alternative
once made aware” on page 135. In particular, please provide support for your belief regarding the 90% figure;

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page 136 of the
Amended Proxy Statement which clarifies that this belief is based on research conducted by the Life Insurance Settlements Association.

•

 that “diversification . . . across multiple origination channels creates a lower average policy
acquisition cost and higher estimated returns” on page 136. In particular, please provide support that such diversification actually has lowered average policy acquisition costs and generated higher returns; and

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page 137 of the
Amended Proxy Statement where this statement has been deleted.

•

 that “[y]our hold portfolio has the prospect to generate a higher estimated annual return than our
traded portfolio but requires a higher capital base,” on page 140. In particular, please quantify the higher capital base referenced here.

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page 141 of the
Amended Proxy Statement.

 Continued Innovation in Technology—Liquidity (Abacusmarketplace.com), page 141

8.
 Please refer to comment 35. Please revise to clarify if and how you will generate revenue from
Abacusmarketplace.com and whether it is expected to materially impact future financial results. Additionally, please revise to provide additional information regarding the blockchain technology to be used (e.g., public, private, etc.) and to discuss
the stage of development of any blockchain technology.

 Response: Abacusmarketplace.com is still in early
stages of development and Abacus does not currently expect that Abacusmarketplace.com will have a material impact on its future financial results. Abacus currently anticipates entering into licensing agreements with Financial Advisors,
Insurance Agents/Agencies, and Life Settlement Brokers with respect to Abacusmarketplace.com to generate revenue in the future. The blockchain technology to be used is in the early stages of development and the Company anticipates that documents
will be maintained on a private blockchain. The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page 142 of the Amended Proxy Statement.

 January 17, 2023

 Page
 4

 Proven Ability to Deploy Capital and Scale, page 142

9.
 Please refer to comment 36. Please revise your disclosure related to the joint venture not being included
in the historical financial statements to clarify that under US GAAP the financial results of the entire joint venture are not included in your financial statements and that the financial impacts of the joint venture recognized in Abacus and
LMA’s financial statements are discussed in the related party transaction notes in the financial statements. Additionally, to the extent you believe the information is relevant and material for investors, please revise to simply disclose the
revenue and net income of the joint venture for 2020 and 2021 as opposed to characterizing these amounts as potentially impacting the financial statements of Abacus and LMA. Please make revisions to similar disclosure in the Customers section on
page 143 and ensure the amounts disclosed for revenue and net income on page 142 and 143 are consistent.

 Response: The
Company has revised the disclosure on page 143 of the Amended Proxy Statement to state that, under US GAAP, the financial results of the entire joint venture are not included in the financial statements as the joint venture is not under common
control and neither Abacus nor LMA have a direct ownership interest or investment in the joint venture. The financial impacts of the joint venture recognized in the financial statements solely relate to the services provided by Abacus and LMA to the
joint venture and are discussed in the respective related party transaction notes in the financial statements. Abacus has simplified the disclosure to state that the joint venture produced $21.6 million and $27.4 million in revenue and
$16.2 million and $22.5 million in net income for fiscal year ended December 31, 2021 and December 31, 2020, respectively. Please see further revisions on page 144 of the Amended Proxy Statement.

Customers, page 143

10.
 Please refer to your response to comment 37. You state that Abacus does not plan to continue its current
relationship with some of its prior customers following the Business Combination. Please disclose what percentage of revenue those customers accounted for during the years ended December 31, 2021 and 2020.

Response: While Abacus is not continuing its joint venture relationship with KKR via Nova Trading and Nova Holding, Abacus is not losing any customers.
The Nova Trading and Nova Holding joint venture is a capital provider for Abacus. Following the Business Combinati

United States securities and exchange commission logo
January 6, 2023
Terence Pegula
Chief Executive Officer
East Resources Acquisition Company
7777 NW Beacon Square Boulevard
Boca Raton, FL 33487
Re:East Resources Acquisition Company
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Filed December 7, 2022
File No. 001-39403
Dear Terence Pegula:
            We have reviewed your filing and have the following 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 these comments within ten business days 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.
Revised Preliminary Proxy Statement filed December 7, 2022
Basis of Presentation and Glossary, page iv
1.Please refer to comment 1 and revise the relevant sections of your filing to disclose that at
this time you have no committed PIPE investment amounts.
What Happens to the Funds Deposited in the Trust Account After Consummation of the Business
Combination, page xvii
2.Please refer to your response to comment 5. Please revise the disclosure to include
additional information regarding the redemption of 71.83% of the outstanding public
shares, including any factors that lead to such large percentage of the shares being
redeemed.

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 January 6, 2023 Page 2
 FirstName LastNameTerence Pegula
East Resources Acquisition Company
January 6, 2023
Page 2
ERES directors and officers may have interests in the Business Combination different from the
interests of ERES stockholders, page 7
3.Please refer to comment 11. Please quantify the aggregate dollar amount and describe the
nature of what the sponsor and its affiliates have at risk that depends on completion of a
business combination, including the current value of securities held, loans extended, fees
due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting
reimbursement in connection with their activities on your behalf (such as investigating
possible business targets and business combinations). Provide similar disclosure for your
officers and directors, if material. Similarly revise other portions of the proxy statement as
necessary.
Life settlements in which we invest are not currently regulated under the federal securities laws,
page 36
4.Please refer to your response to comment 7. Please briefly describe the internal guidelines
developed by Abacus to avoid purchasing life insurance policies which would be deemed
to be securities.
Adjustments and Assumptions to the Unaudited Pro Form Condensed Combined Balance Sheet
as of September 30, 2022, page 74
5.Please refer to comment 22. Please revise to disclose how you measured the recurring
compensation recognized in adjustments (DD) and (MM).
Abacus Overview, page 133
6.Please revise to describe the type of life insurance policies (e.g. whole, universal, term,
etc.) that typically meet your purchasing guidelines and clarify if any type represented a
concentration of purchased policies during any period presented.
7.Please refer to your response to comment 33. Please substantiate, or with respect to
beliefs, characterize as such and discuss your reasonable basis for the belief, the following
statements in this section:
•that “[you] are currently a leader in the life settlements industry, with approximately
a 20% market share and a proven track record of growth and strong asset returns” on
page 123. In particular, please provide support for the statement that you have
approximately a 20% market share;
•that “we believe 90% of senior citizens who let policies lapse would have considered
this alternative once made aware" on page 135. In particular, please provide support
for your belief regarding the 90% figure;
•that "diversification . . . across multiple origination channels creates a lower average
policy acquisition cost and higher estimated returns" on page 136. In particular,
please provide support that such diversification actually has lowered average policy
acquisition costs and generated higher returns; and
•that “[y]our hold portfolio has the prospect to generate a higher estimated annual

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 January 6, 2023 Page 3
 FirstName LastNameTerence Pegula
East Resources Acquisition Company
January 6, 2023
Page 3
return than our traded portfolio but requires a higher capital base,” on page 140. In
particular, please quantify the higher capital base referenced here.
Continued Innovation in Technology - Liquidity (Abacusmarketplace.com), page 141
8.Please refer to comment 35. Please revise to clarify if and how you will generate revenue
from Abacusmarketplace.com and whether it is expected to materially impact future
financial results. Additionally, please revise to provide additional information regarding
the blockchain technology to be used (e.g., public, private, etc.) and to discuss the stage of
development of any blockchain technology.
Proven Ability to Deploy Capital and Scale, page 142
9.Please refer to comment 36. Please revise your disclosure related to the joint venture not
being included in the historical financial statements to clarify that under US GAAP the
financial results of the entire joint venture are not included in your financial statements
and that the financial impacts of the joint venture recognized in Abacus and LMA’s
financial statements are discussed in the related party transaction notes in the financial
statements. Additionally, to the extent you believe the information is relevant and material
for investors, please revise to simply disclose the revenue and net income of the joint
venture for 2020 and 2021 as opposed to characterizing these amounts as potentially
impacting the financial statements of Abacus and LMA. Please make revisions to similar
disclosure in the Customers section on page 143 and ensure the amounts disclosed for
revenue and net income on page 142 and 143 are consistent.
Customers, page 143
10.Please refer to your response to comment 37. You state that Abacus does not plan to
continue its current relationship with some of its prior customers following the Business
Combination. Please disclose what percentage of revenue those customers accounted for
during the years ended December 31, 2021 and 2020.
Active Management Revenue, page 152
11.Please refer to comment 40 and revise your table on page 152 to clearly state that your
active management revenues are for the nine-months ended September 30, 2022 and 2021,
respectively.
12.We note your disclosure that life settlement policies that you intend to sell within twelve
months are measured using the investment method given that the purchase dates are recent
and policies turn fairly quickly. Considering these factors are typically associated with a
trading strategy with items measured at fair value, please revise to disclose the reasons
you elected to measure these items using a cost measurement (i.e., investment method)
and specifically disclose if and how you believe this measurement basis provides
information that is more representative of your business and useful for investors.

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 January 6, 2023 Page 4
 FirstName LastName
Terence Pegula
East Resources Acquisition Company
January 6, 2023
Page 4
13.We note your disclosure that life settlement policies that you intend to hold to maturity are
measured at fair value. Considering a held to maturity strategy is typically associated with
measuring items at amortized cost, please revise to disclose the reasons why you elected
to measure these items using a fair value measurement and specifically disclose if and
how you believe this measurement basis provides information that is more representative
of your business and useful for investors.
Unaudited Prospective Financial Information of the Companies, page 194
14.Please refer to your response to comment 47. Please disclose the units for the "Financial
Projections" table.
Opinion of Northland, page 195
15.Please refer to your response to comment 47. Please disclose any key assumptions made
by Northland in formulating its fairness opinion with respect to any valuation
analysis dependent upon the financial projections.
Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2022 and
December 31, 2021, page F-79
16.Please refer to comment 55 and revise to disclose where you present premiums paid and
life insurance proceeds received from policies accounted for pursuant to the fair value
method in the Statement of Operations and Comprehensive Income.
Note 10. Fair Value Measurements, page F-93
17.It appears from your disclosures that paying a premium results in a decrease to the fair
value of the life insurance policy in the roll forward on page F-93. Please provide us the
journal entry recorded when a premium is paid and explain to us why and how this results
in a decrease to the fair value of the life insurance policy. If appropriate, please revise
your roll forward to more clearly present the impact of paying a premium on the fair value
of the life insurance policy.

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 January 6, 2023 Page 5
 FirstName LastName
Terence Pegula
East Resources Acquisition Company
January 6, 2023
Page 5
            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.
            You may contact Michael Volley at (202) 551-3437 or John Spitz at (202) 551-3484 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Robert Arzonetti at (202) 551-8819 or J. Nolan McWilliams, Acting Legal Branch
Chief, at (202) 551-3217 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Daniel J. Harrist, Esq.

CORRESP
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CORRESP

 December 7, 2022

VIA EDGAR

 Division of Corporation Finance

Office of Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549-6010

Attention:

 John Spitz

 Michael Volley

Robert Arzonetti

 J. Nolan Williams

Re:

 East Resources Acquisition Company

Preliminary Proxy Statement on Schedule 14A

 Filed
October 14, 2022

 File No. 001-39403

FOIA Confidential Treatment Request

Under 17 C.F.R §200.83

 Ladies and Gentlemen:

On behalf of East Resources Acquisition Company (the “Company”), set forth below are the Company’s responses to
the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Preliminary Proxy Statement on
Schedule 14A (the “Proxy Statement”). An electronic version of the Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A (the “Amended Proxy Statement”) has been concurrently filed
with the Commission through its EDGAR system.

 The Company respectfully requests confidential treatment for certain portions of this
letter pursuant to Rule 83 of the Commissions’ Rules on Information and Requests, 17 C.F.R. § 200.83. This letter is accompanied by such request for confidential treatment because of the commercially sensitive nature of the information
discussed in this letter. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version has been separately filed with the Commission.

Set forth below are the responses of the Company to the comments of the Staff on the letter to the Company, dated November 10, 2022,
relating to the Proxy Statement. For convenience of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment.
Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Amended Proxy Statement.

 Basis of
Presentation and Glossary, page iv

1.
 Please tell us and revise to disclose if there is a PIPE Investment that will occur with the business
combination as we note references to a PIPE Investment Amount in the “aggregate transaction proceeds” definition as well as other references throughout the filing and also in Exhibit A to your Agreement and Plan of Merger in Annex
A.

 Response: As disclosed previously, the Company continues to opportunistically seek to raise a PIPE Investment
but at this time has no committed PIPE Investment amounts. Should the Company obtain PIPE Investments, the Company will revise its proxy statement to disclose the terms thereof.

2.
 Please revise to include “units” and “ERES units” in the glossary.

 Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page vi
of the Amended Proxy Statement.

 December 7, 2022

 Page
2

 What Equity Stake Will Current ERES Stockholders, the Initial Stockholder, and the Company Members Hold
in ERES following the Closing?, page viii

3.
 Please revise your disclosure to show the potential impact of redemptions on the per share value of the
shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels. Please also make conforming
changes on page 2 to the section entitled “Ownership of the Post-Combination Company.”

 Response: The Company
has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages ix-xii and 3-6 of the Amended Proxy Statement.

4.
 Please quantify the value of warrants, based on recent trading prices, that may be retained by redeeming
stockholders assuming maximum redemptions and identify any material resulting risks.

 Response: The Company has
revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages xii and 54-55 of the Amended Proxy Statement.

Questions and Answers

 What Happens to the
Funds Deposited in the Trust Account After Consummation of the Business Combination?, page xiv

5.
 You disclose that $345,000,000 was raised in the IPO but that only $97,939,800.60 remained in the trust
fund because “in connection with the stockholder approval of such extension in July 2022, certain stockholders elected to redeem an aggregate of 24,781,028 Public Shares, or approximately 71.83% of the then outstanding Public Shares.”
Please revise the disclosure to include additional information regarding the redemption of 71.83% of the outstanding public shares.

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages xvii-xviii of the
Amended Proxy Statement.

 Summary, page 1

6.
 Please revise to provide organizational charts for both the
pre-business and post-business combinations, including all entities and corresponding ownership percentages.

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages 1-2 of the Amended Proxy
Statement.

 Risk Factors

 Life
settlements in which we invest are not currently regulated under the federal securities laws, page 31

7.
 You state that you intend that all purchases and sales of life insurance policies by you will comply with
all applicable federal and state securities laws. Please briefly describe the process undertaken to ensure such compliance.

Response: Transactions in non-fractional, non-variable, life insurance
policies, acquired either from the underlying insured or from a seller in a secondary or tertiary sale, are not securities under the federal securities laws. The Company’s principal business involves originating and trading insurance policies
that are not securities. The Company works closely with its outside regulatory counsel, Locke Lord LLP, to stay informed on developments in the life settlement industry, in particular with respect to the treatment of life settlement policies (i.e.
life insurance policies which have been sold by the original underlying insured) as securities. Abacus has developed internal guidelines to avoid purchasing life insurance policies which would be deemed to be securities.

 December 7, 2022

 Page
3

 The Company has invested in 11 variable or fractionalized life insurance policies, i.e.
securities. When doing so, the Company conducts the transactions only through a duly registered broker-dealer. The Company has recently acquired a limited purpose broker-dealer. Abacus is in the process of incorporating this limited purpose
broker-dealer into the Company’s life insurance policies acquisition and disposition process. Until this broker-dealer has been fully integrated, including through the establishment of appropriate compliance policies and procedures around the
securities brokerage activity, the Company will rely on appropriate external resources to ensure that all variable and fractionalized life insurance policies are appropriately acquired.

There have been lawsuits in various states questioning whether a purchaser of a life insurance policy, page 34

8.
 Please revise to disclose the carrying value of STOLI policies held at each period end presented.

 Response: Abacus does not believe it has any STOLI policies. Abacus has policies in place to identify potential STOLI policies,
and will not invest in such policies, however there can be no guarantee that Abacus will identify all STOLI policies. Because of the disclosure requirements related to life insurance policies it may be impossible to determine if a particular life
insurance policy is a STOLI until a carrier seeks to rescind a policy on that basis or a carrier identifies an insured has had other STOLI policies bound on their life. Please see pages 39-40 of the Amended Proxy Statement.

We Have Identified Material Weaknesses In Our Internal Control Over Financial Reporting, page 38

9.
 Please revise to clarify which company identified the material weakness and more comprehensively describe
your current plans or actions already undertaken for remediating each identified material weakness.

 Response: The
Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see page 43 of the Amended Proxy Statement.

 ERES
stockholders will have a reduced ownership and voting interest after the Business Combination, page 43

10.
 Please disclose all possible sources and extent of dilution that shareholders who elect not to redeem
their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, the note extension agreement, the Forward Purchase
Agreement, convertible securities, including warrants retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages ix-xii, 3-6 and 48 of the
Amended Proxy Statement. Please note that we did not include in these revisions any shares that were issuable under the Forward Purchase Agreement as the Company and East Resources Management, LLC entered into an agreement to terminate the Forward
Purchase Agreement on December 2, 2022, pursuant to which the Forward Purchase Agreement is of no further force and effect.

 December 7, 2022

 Page
4

 ERES directors and officers may have interests in the Business Combination different from the interests
of ERES stockholders, page 45

11.
 Please quantify the aggregate dollar amount and describe the nature of what the sponsor and its
affiliates have at risk that depends on completion of a business combination. Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide similar disclosure for the company’s officers and directors, if material. Please also disclose the current balance of the Extension Note.

 Response: The Company has revised the Amended Proxy Statement in response to the Staff’s comment. Please see pages xx-xxiv, 7-11, 51-54, 83-87, and 201-205 of the Amended Proxy Statement.

Accounting for the Business Combination, page 59

12.
 We note your disclosure that LMA was determined to be the accounting acquirer. Please tell us the
specific key facts and circumstances related to ERES, LMA and Abacus and how you applied the guidance in ASC 805-10-55-10 through
55-13 in making your determination.

 Response: We first considered ASC
805-10-55-10 and determined that neither Abacus nor LMA represent a variable interest entity as they do not meet any of the three criteria under ASC 810-10-15-14. Accordingly, there is no clear accounting acquirer based on one of the entities being
a VIE.

 Accordingly, we next considered ASC 805-10-55-11 but deemed the paragraph not to be applicable as the business combination is effected primarily
by exchanging equity interests.

 We then considered ASC 805-10-55-12. As part of our considerations related to this paragraph, we first considered that
Abacus and LMA are defined together as ‘the Companies’ in the Merger Agreement as the legal form of the transaction is that ERES is acquiring both LMA and Abacus. We next then considered whether ERES met any of the criteria under ASC
805-10-15-12 that could indicate that ERES could be acquirer. While ERES stockholders will receive between 27.68% and 30.49% of the voting rights depending on redemption scenarios (when factoring in the exercise of warrants), we also considered
other qualitative factors including the fact that they will only receive one board seat, will have no role in management, will not be retaining their name and will not be retaining their headquarters. When considering these factors in totality, ERES
was determined not to be the acquirer (consistent with a reverse recapitalization between a SPAC and target where neither entity is a VIE). Rather, the acquirer would be either LMA or Abacus as both companies could not be identified as the acquirer
and neither company was identified as a VIE.

 In identifying which entity would be identified as the acquirer, with a focus between Abacus
and LMA (having previously ruled out ERES as the accounting acquiror given the overall structure of the transaction as a reverse recapitalization but with two targets), we considered the guidance in ASC 805-10-55-12 through 55-13. Specifically, our considerations are included below:

 Guidance codification and summarized description

 Evaluation

ASC 805-10-55-12a: a. The relative voting rights in the combined entity after the business combination. The
acquirer usually is the combining entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity.

LMA and Abacus were acquired by ERES together. That is, the transaction was negotiated for the purchase of both entities. Given the overlap of the owners between the two entities (4 owners of LMA, 3 of whom are the owners of
Abacus), it is not clear which portion of equity granted to the former owners is by virtue of their ownership in one entity over the other. Accordingly, in considering the relative voting rights, we would point to the relative fair value of the
entities to determine the amount of the equity granted to the former owners (and therefore voting rights) related to each of the entities. This consideration would lead to LMA as the accounting acquirer as discussed further related to the relative
size of the entities below in paragraph 55-13.

ASC 805-10-55-12b: The existence of a large minority voting interest in the combined entity if no other owner or
organized group of owners has a significant voting interest. The acquirer usually is the combining entity whose single owner or organized group of owners holds the largest minority voting interest in the combined entity.

Each of the individual voting interest holders of Abacus and LMA retain an equal share of the voting interests in the combined entity at 25% each (that is, 25% of the 60-70% allocated to prior owners depending on redemption levels
upon close). The circumstances indicate this fact is inconclusive of the accounting acquirer.

ASC 805-10-55-12c: The composition of the governing body of the combined entity. The acquirer usually is the
combining entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity.

The governing body will be the Board of Directors. The Board of Directors will comprise seven seats: one a former owner of both Abacus and LMA; one a former owner of only LMA; one an executive of ERES; and four who are required to
be independent (i.e., not nominated, appointed, or terminated by either party unilaterally). Because two seats are for former LMA owners, we believe that this criterion points to LMA over Abacus.

ASC 805-10-55-12d: The composition of the senior management of the combined entity. The acquirer usually is the
combining entity whose former management dominates the management of the combined entity.

The existing Companies’ senior management of LMA and Abacus will continue in their pre-transaction capacity as there are no redundancies between the two entities. The lack of change in
management indicates this fact is inconclusive of the accounting acquirer.

 December 7, 2022

 Page
 5

ASC 805-10-55-12e: The terms of the exchange of equity interests. The acquirer usually is the combining entity
that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities.

Given the structure of the transaction, a premium is unknown and thus this is no

United States securities and exchange commission logo
November 10, 2022
Terence Pegula
Chief Executive Officer
East Resources Acquisition Company
7777 NW Beacon Square Boulevard
Boca Raton, FL 33487
Re:East Resources Acquisition Company
Preliminary Proxy Statement on Schedule 14A
Filed October 14, 2022
File No. 001-39403
Dear Terence Pegula:
            We have reviewed your filing and have the following 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 these comments within ten business days 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.
Preliminary Proxy Statement on Schedule 14A
Basis of Presentation and Glossary, page iv
1.Please tell us and revise to disclose if there is a PIPE Investment that will occur with the
business combination as we note references to a PIPE Investment Amount in the
“aggregate transaction proceeds” definition as well as other references throughout the
filing and also in Exhibit A to your Agreement and Plan of Merger in Annex A.
2.Please revise to include “units” and “ERES units” in the glossary.
What Equity Stake Will Current ERES Stockholders, the Initial Stockholder, and the Company
Members Hold in ERES following the Closing?, page viii
3.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 November 10, 2022 Page 2
 FirstName LastName
Terence Pegula
East Resources Acquisition Company
November 10, 2022
Page 2
interim redemption levels. Please also make conforming changes on page 2 to the section
entitled "Ownership of the Post-Combination Company."
4.Please quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Questions and Answers
What Happens to the Funds Deposited in the Trust Account After Consummation of the Business
Combination?, page xiv
5.You disclose that $345,000,000 was raised in the IPO but that only $97,939,800.60
remained in the trust fund because "in connection with the stockholder approval of such
extension in July 2022, certain stockholders elected to redeem an aggregate of 24,781,028
Public Shares, or approximately 71.83% of the then outstanding Public Shares." Please
revise the disclosure to include additional information regarding the redemption of
71.83% of the outstanding public shares.
Summary, page 1
6.Please revise to provide organizational charts for both the pre-business and post-business
combinations, including all entities and corresponding ownership percentages.
Risk Factors
Life settlements in which we invest are not currently regulated under the federal securities laws,
page 31
7.You state that you intend that all purchases and sales of life insurance policies by you will
comply with all applicable federal and state securities laws. Please briefly describe the
process undertaken to ensure such compliance.
There have been lawsuits in various states questioning whether a purchaser of a life insurance
policy, page 34
8.Please revise to disclose the carrying value of STOLI policies held at each period end
presented.
We Have Identified Material Weaknesses In Our Internal Control Over Financial Reporting,
page 38
9.Please revise to clarify which company identified the material weakness and more
comprehensively describe your current plans or actions already undertaken for
remediating each identified material weakness.

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 November 10, 2022 Page 3
 FirstName LastName
Terence Pegula
East Resources Acquisition Company
November 10, 2022
Page 3
ERES stockholders will have a reduced ownership and voting interest after the Business
Combination, page 43
10.Please disclose all possible sources and extent of dilution that shareholders who elect not
to redeem their shares may experience in connection with the business combination.
Provide disclosure of the impact of each significant source of dilution, including the
amount of equity held by founders, the note extension agreement, the forward purchase
agreement, convertible securities, including warrants retained by redeeming shareholders,
at each of the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
ERES directors and officers may have interests in the Business Combination different from the
interests of ERES stockholders, page 45
11.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.  Please also
disclose the current balance of the Extension Note.
Accounting for the Business Combination, page 59
12.We note your disclosure that LMA was determined to be the accounting acquirer.  Please
tell us the specific key facts and circumstances related to ERES, LMA and Abacus and
how you applied the guidance in ASC 805-10-55-10 through 55-13 in making your
determination.
13.Based on the Agreement and Plan of Merger, it appears that all of the mergers occur
simultaneously.  Please tell us how you determined to account for the reverse
recapitalization of ERES by LMA first followed by the forward acquisition of Abacus.

Basis of Pro Forma Presentation, page 59
14.We note disclosure that the “Companies,” which include Abacus and LMA, are related
parties although they were determined not to be under common control.  Please tell us
how you determined Abacus and LMA are not entities under common control.
 Specifically tell us who controls Abacus and LMA and how you determined this.  Please
refer to ASC 805-50 for guidance.
15.To more clearly show the impact of the business combination agreement as explained on
page 59 and the July 25 redemptions, please revise your pro forma financial information
to present the reverse recapitalization transaction of ERES by LMA separately from the
Abacus purchase acquisition. The presentation could include the following information:
•historical financial statements of ERES,

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 Comapany NameEast Resources Acquisition Company
 November 10, 2022 Page 4
 FirstName LastName
Terence Pegula
East Resources Acquisition Company
November 10, 2022
Page 4
•impact of the July 25 redemptions,
•subtotal,
•historical financial statements of LMA,
•transaction accounting adjustments for the reverse recapitalization assuming no
redemptions,
•pro forma combined ERES and LMA assuming no redemptions,
•historical financial statement of Abacus,
•transaction accounting adjustments for the acquisition of Abacus,
•pro forma combined assuming no redemptions,
•additional pro forma transaction accounting adjustments assuming maximum
redemptions, and
•pro forma combined assuming maximum redemptions.
16.Please tell us how you considered whether to present the settlement of the forward
purchase agreement upon the closing of the business combination discussed on pages 118
and F-19 in the pro forma financial information.  Additionally, please tell us and revise to
discuss why the shares related to this agreement are not included in your disclosures of the
ownership of the post-combination company such as those provided on page 2.
Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Balance Sheet
as of June 30, 2022, page 65
17.Please tell us how you determined “consideration conveyed” of $181.4 million related to
the Abacus acquisition.  Specifically tell us how you allocated the $531.8 million of
aggregate merger consideration issued to the holders of company interests of LMA and
Abacus and ensure that the amount allocated to LMA is clearly presented in your pro
forma financial information and notes.
18.Please tell us and revise to explain your disclosure in pro forma adjustment (B) and on
page 77 that you do not expect to pay the $12.1 million in deferred underwriting fees due
upon closing.  Please include in your response consideration of the disclosure on page F-
35 that the underwriters have agreed to waive their rights to deferred underwriting
commission in the event ERES does not complete a business combination within the
Combination Period, which is defined as January 27, 2023.
19.Please tell us and revise to explain how you determined the allocation of $18 million of
transaction costs between Retained Earnings and Additional Paid-in Capital for pro forma
adjustment (D).
20.Please tell us and revise to disclose in more detail the key terms and conditions related to
the issuance of 49.5 million in Class A shares to the Company Members at the closing of
the transaction discussed in pro forma adjustment (F).

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 November 10, 2022 Page 5
 FirstName LastName
Terence Pegula
East Resources Acquisition Company
November 10, 2022
Page 5
Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of
Operations for the Six Months Ended June 30, 2022, page 67
21.Please tell us and revise to explain in further detail your pro forma adjustment (DD).
Please discuss the specific changes in terms that results in the reclassification of these
warrants from liability to equity and how you determined only a partial adjustment of $5.4
million instead of the $8.2 million reflected in ERES historical financial statements for the
six-months ended June 30, 2022. Similarly, please also explain adjustment (LL) presented
on page 64.
22.Please tell us and revise to disclose in more detail the key terms and conditions related to
the recurring compensation expense due to a non-pro-rata distribution to one of the
existing owners of the Company as presented in your pro forma adjustments (FF) and
(NN). Please also consider including this employee agreement as an exhibit to your filing.
Certain Engagements in Connection with the Business Combination and Related Transactions,
page 77
23.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. It also appears that you do not expected to pay the $12.075 million deferred
underwriting fee to Wells Fargo. Please disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
24.We note that Wells Fargo Securities, LLC provided underwriting services during the
SPAC's IPO and part of the IPO underwriting fee was deferred and conditioned on
completion of a business combination. Please discuss why you do not currently expect to
pay the $12.075 million deferred underwriting fee.
Information About ERES
Redemption Rights for Holders of Public Shares, page 96
25.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement. Please update and make
conforming changes where needed.
Management of ERES, page 104
26.For any director or person nominated or chosen to become a director, please indicate any
other directorships held, including any other directorships held during the past five years.
Refer to Item 401(e) of Regulation S-K.
Conflicts of Interest, page 111
27.Please highlight here all material interests in the transaction held by the sponsor and your
officers and directors, including fiduciary or contractual obligations to other entities as

 FirstName LastNameTerence Pegula
 Comapany NameEast Resources Acquisition Company
 November 10, 2022 Page 6
 FirstName LastNameTerence Pegula
East Resources Acquisition Company
November 10, 2022
Page 6
well as any interest in, or affiliation with, the target company. In addition, please clarify
how the board considered those conflicts in negotiating and recommending the business
combination.
28.Please address whether the waiver of the corporate opportunities doctrine in your charter
impacted your search for an acquisition target.
Security Ownership of Certain Beneficial Owners and Management of ERES and the Post-
Combination Company, page 121
29.Please disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise of all securities.
Information About the Companies, page 123
30.Please clarify that the information provided in this section relates to both LMA and
Abacus as a combined company. For example, revise the title of this section to
“Information about the Post-Combination Company Following the Business
Combination.”
Abacus Overview, page 123
31.Please expand your disclosure in this section for both target companies regarding any
guidelines used in seeking to purchase policies. If the target companies have not
established any guidelines, please add a risk factor to this effect and disclose this fact in
appropriate places throughout the proxy statement.
32.Please quantify the amount of funds that will be needed by the post-Combination
company to operate your business in the next 12 months and effectively compete in
your industry.
33.Please substantiate, or with respect to beliefs, characterize as such and discuss your
reasonable basis for the belief, the following statements in this section:
•that "Abacus is a leading vertically integrated alternative asset manager" that “[you]
are currently a leader in the life settlements industry, with approximately a 20%
market share and a proven track record of growth and strong asset returns” on page
123.  Also briefly explain in what way you are “leading” or “a leader”;
•that Abacus Settlements, LLC has "helped thousands of clients maximize the value of
their life insurance” on page 123;
•that “[you] acquired 238 policies with a 12% projected annual return" on page 124;
•that “90% of senior citizens who let policies lapse would have considered this
alternative once made aware" on page 125;
•that "[o]n average, life settlements companies pay sellers nearly eight times more
than the current cash value of a policy" on page 125;
•that "diversification . . . across multiple origination channels creates a lower average
policy acquisition cost and higher estimated returns" on page 126;
•that you anticipate InsurTech "being a leading blockchain tertiary trading, servicing,

 FirstName LastNameTerence Pegula
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 November 10, 2022 Page 7
 FirstName LastNameTerence Pegula
East Resources Acquisition Company
November 10, 2022
Page 7
and valuation platform" page 129;
•that “[y]our hold portfolio has the prospect to generate a higher estimated annual
return than our traded portfolio” on page 130.  Also quantify the higher capital base
referenced here; and
•that “[y]our track record shows [y]our ability to operate and generate highly attractive
returns" on page 131.
34.Please expand your disclosure in this section for both target companies regarding any
guidelines used in seeking to purchase policies. If the target companies have not
established any guidelines, please add a risk factor to this effect and disclose this fact in
appropriate places throughout the proxy statement.
Proprietary Technology Platforms Support Our Business, page 128
35.Please revise to provide additional information related to Abacusmarketplace.com,

CORRESP
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eresu-corresp.htm

EAST RESOURCES ACQUISITION COMPANY

7777 NW Beacon Square Boulevard

Boca Raton, Florida 33487

July 1, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F. Street, N.E.

Washington, DC 20549

Attention:

Austin Wood

Mary Beth Breslin

Re:

East Resources Acquisition Company

Preliminary Proxy Statement on Schedule 14A

Filed June 21, 2022

File No. 001-39403

Ladies and Gentlemen:

Pursuant to a discussion with the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission on June 30, 2022, East Resources Acquisition Company (the “Company”) is hereby responding to the comments provided by the Staff telephonically on June 27, 2022 to the above referenced Preliminary Proxy Statement on Schedule 14A.  In connection with this letter, the Company is filing today a Definitive Proxy Statement on Schedule 14A (the “Definitive Proxy Statement”).  For ease of reference, we have set forth the Staff's comment and the Company’s response for the item below.

Preliminary Proxy Statement on Schedule 14A filed June 21, 2022

General

1.

The Staff requested additional clarification with respect to the Company’s decision to move all funds in the trust account from being held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, to cash.

Response: The Company acknowledges the Staff’s comment and has added relevant disclosure on page 12 of the Definitive Proxy Statement. The excerpted disclosure is included below.

How are the funds in the trust account currently being held?

With respect to the regulation of special purpose acquisition companies like the Company (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private

operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act of 1940, as amended, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

With regard to the SEC’s investment company proposals included in the SPAC Rule Proposals, while the funds in the trust account have, since the Company’s initial public offering, been held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940), on June 22, 2022, the Company instructed Continental Stock Transfer & Trust Company, the trustee managing the trust account, to hold all funds in the trust account in cash until the earlier of consummation of the business combination and liquidation of the Company.

*  *  *  *

Please direct any questions regarding the foregoing to the undersigned or to our counsel.

Sincerely,

EAST RESOURCES ACQUISITION COMPANY

/s/ Gary L. Hagerman, Jr.

Gary L. Hagerman, Jr.

Chief Financial Officer

cc:

Ryan J. Maierson, Latham & Watkins LLP

United States securities and exchange commission logo
July 1, 2022
Gary Hagerman
Chief Financial Officer
East Resources Acquisition Co
7777 NW Beacon Square Boulevard
Boca Raton, Florida 33487
Re:East Resources Acquisition Co
Preliminary Proxy Statement on Schedule 14A
Filed June 21, 2022
File No. 001-39403
Dear Mr. Hagerman:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Dan Harrist

CORRESP
1
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eresu-corresp.htm

EAST RESOURCES ACQUISITION COMPANY

7777 NW Beacon Square Boulevard

Boca Raton, Florida 33487

June 29, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F. Street, N.E.

Washington, DC 20549

Attention:

Austin Wood

Mary Beth Breslin

Re:

East Resources Acquisition Co

Preliminary Proxy Statement on Schedule 14A

Filed June 21, 2022

File No. 001-39403

Ladies and Gentlemen:

We are in receipt of the Staff’s letter dated June 27, 2022 with the respect to the above referenced Preliminary Proxy Statement on Schedule 14A. We are responding to the Staff's comments on behalf of East Resources Acquisition Company (the “Company”) as set forth below. For ease of reference, we have set forth the Staff's comment and the Company’s response for the item below.

Preliminary Proxy Statement on Schedule 14A filed June 21, 2022

General

1.

With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

Response: The Company respectfully acknowledges the Staff's comment and confirms that the sponsor is not controlled by and does not have substantial ties with any non-U.S. person.

*  *  *  *

Please direct any questions regarding the foregoing to the undersigned or to our counsel.

Sincerely,

EAST RESOURCES ACQUISITION COMPANY

/s/ Gary L. Hagerman, Jr.

Gary L. Hagerman, Jr.

Chief Financial Officer

cc:

Ryan J. Maierson, Latham & Watkins LLP

United States securities and exchange commission logo
June 27, 2022
Gary Hagerman
Chief Financial Officer
East Resources Acquisition Co
7777 NW Beacon Square Boulevard
Boca Raton, Florida 33487
Re:East Resources Acquisition Co
Preliminary Proxy Statement on Schedule 14A
Filed June 21, 2022
File No. 001-39403
Dear Mr. Hagerman:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed June 21, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,

 FirstName LastNameGary Hagerman
 Comapany NameEast Resources Acquisition Co
 June 27, 2022 Page 2
 FirstName LastName
Gary Hagerman
East Resources Acquisition Co
June 27, 2022
Page 2
which would expire worthless.
            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.
            You may contact Austin Wood at 202-551-5586 or Mary Beth Breslin at 202-551-3625 if
you have questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Dan Harrist

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East Acquisition Resources Company

7777 NW Beacon Square Blvd.

Boca Raton, FL 33487

(561) 826-3656

July 20, 2020

Via Edgar

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549-4628

Attn:  Pam Howell

 Re:   East Resources Acquisition Company
Registration Statement on Form S-1
File No. 333-239677

Dear Ms. Howell:

East Resources Acquisition Company (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement, as amended, to 4:00 P.M., Washington, D.C. time, on July 22, 2020 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.

Very truly yours,

EAST RESOURCES ACQUISITION COMPANY

By:

/s/ Gary L. Hagerman, Jr.

Gary L. Hagerman, Jr.

Chief Financial Officer and Treasurer

Cc:Ryan J. Maierson, Latham & Watkins LLP

Ian D. Schuman, Latham & Watkins LLP

Marc D. Jaffe, Latham & Watkins LLP

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July 20, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Pam Howell

Re:East Resources Acquisition Company

Registration Statement on Form S-1

Filed July 2, 2020, as amended

File No. 333-239677

Dear Ms. Howell:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the several underwriters, hereby joins in the request of East Resources Acquisition Company that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on July 22, 2020, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that, as of the date hereof, it has distributed approximately 1,000 copies of the Preliminary Prospectus dated July 20, 2020 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

Very truly yours,

WELLS FARGO SECURITIES, LLC

as Representative of the Several Underwriters

By: /s/ Jerry Serowik

Name: Jerry Serowik

Title:Managing Director

[Signature Page to Underwriters’ Acceleration Request Letter]