The information in this preliminary prospectus is not complete and may be changed.
Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS
Preliminary Prospectus
Subject to Completion, dated July 25, 2023
61,800,000 Shares of Common Stock
Up to 17,250,000 Shares of Common Stock Issuable Upon Exercise of the Public Warrants
Up to 7,120,000 Shares of Common Stock Issuable Upon Exercise of the Private Placement Warrants
7,120,000 Private Placement Warrants
This prospectus relates to the
offer and sale from time to time by the selling securityholders named in this prospectus (the Selling Holders), or their permitted transferees, of up to 68,920,000 shares of our Common Stock, $0.0001 par value (Common Stock),
consisting of (i) 8,625,000 shares of Common Stock issued by Abacus Life, Inc. (formerly known as East Resources Acquisition Company) (the Company) in connection with the Business Combination (as defined herein) at an implied equity
consideration value of $10.00 per share of Common Stock; (ii) up to 53,175,000 shares of Common Stock that were originally issued at closing of the Business Combination; 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.
We
are registering the securities for resale pursuant to the Selling Holders registration rights under certain agreements between us and the Selling Holders, as applicable to each Selling Holder. Our registration of the securities covered by this
prospectus does not mean that the Selling Holders will offer or sell any of the securities. The Selling Holders may offer, sell or distribute all or a portion of their shares of Common Stock or Private Placement Warrants publicly or through private
transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from any resale of the Common Stock or the Warrant Shares being offered for resale in this prospectus (the Resale Securities).
This prospectus also relates to the issuance by us of up to an aggregate of 17,250,000 shares of Common Stock that may be issued upon exercise of the Public
Warrants (as defined herein). We would receive the proceeds from any exercise of any Warrants for cash, and we could receive up to an aggregate of approximately $198.4 million from the exercise of the Public Warrants, assuming the exercise in
full of all of the Warrants for cash. The Warrants include 7,120,000 Private Placement Warrants and 17,250,000 Public Warrants (collectively, the Warrants and the holders of the Private Placement Warrants and the Public Warrants, the
Warrant Holders), each of which has an exercise price of $11.50 per share of Common Stock. We believe the likelihood that Warrant Holders will exercise the Warrants, and therefore the amount of proceeds that we would receive from such
exercises, depends on the trading price of our Common Stock. On July 24, 2023, the closing price of our Common Stock was $5.92 per share. Our Warrants are currently, and in the future may remain, out-of-the money, which means the market price of our Common Stock is less than the exercise price of a warrant holders Warrants ($11.50 per share). For so long as the Warrants remain out-of-the money, we believe our Warrant Holders will be unlikely to cash exercise their Warrants, resulting in little or no cash proceeds to us. We expect to use
any net proceeds received from the exercise of the Warrants for general corporate purposes. See the section of this prospectus entitled Use of Proceeds. To the extent that any of the Warrants are exercised on a cashless
basis, we will not receive any proceeds upon such exercise.
We provide more information about how the Selling Holders may sell their securities in
the section of this prospectus entitled Plan of Distribution. We have agreed to bear all of the expenses incurred in connection with the registration of these securities. The Selling Holders will pay or assume underwriting fees,
discounts and commissions or similar charges, if any, incurred in the sale of securities by them.
We may amend or supplement this prospectus from time to
time by filing amendments or supplements as required.
Our Common Stock and Warrants are listed on the Nasdaq Capital Market (NASDAQ) under the
symbols ABL and ABLLW, respectively. On July 24, 2023, the closing price of our Common Stock was $5.75 per share and the closing price of the our Warrants was $0.2690 per warrant.
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 can sell into the public markets pursuant to this prospectus is up to (a) 68,920,000 shares of Common Stock, constituting approximately 108% of our issued and outstanding shares of Common Stock and approximately
4,406% 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 or the perception that these sales could occur, 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 FactorsRisks Related to
Being a Public CompanyFuture sales, or the perception of future sales, of a substantial number of shares of our Common Stock, by us or our stockholders in the public market may cause the price of our Common Stock and Warrants to
decline.
We are an emerging growth company under applicable Securities and Exchange Commission rules and will be eligible for reduced
public company reporting requirements. See the section of this prospectus entitled Risk FactorsRisks Related to Being a Public Company.
Investing in our Common Stock involves risks. For a discussion of the material risks that you should consider, see Risk
Factors beginning on page 14 of this prospectus.
None of the Securities and Exchange Commission or any state securities commission has
approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
The date of
this Prospectus is July 25, 2023