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CUSIP No. 00258Y 104 |
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13D |
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Page 4 of 7 Pages |
Explanatory Note
This Amendment No. 1 (the Amendment No. 1) to Schedule 13D amends and supplements the Schedule 13D originally filed with
the United States Securities and Exchange Commission on July 10, 2023 (as amended to date, the Schedule 13D), by Terrence M. Pegula, East Asset Management, LLC and East Sponsor, LLC (East Sponsor) (collectively, the
Reporting Persons, and each a Reporting Person), relating to the common stock, par value $0.0001 per share (the Common Stock), of Abacus Life, Inc. (the Issuer), whose principal executive offices are
located at 2101 Park Center Drive, Suite 170, Orlando, Florida 32835.
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
As previously disclosed on the Schedule 13D filed on July 10, 2023 by the Reporting Persons herein, as a result of certain transactions
that occurred in connection with the closing of the Issuers business combination (the Business Combination) on June 30, 2023 pursuant to that certain Agreement and Plan of Merger, dated as of August 30, 2022, as amended
on October 14, 2022 and April 20, 2023 (as amended, the Merger Agreement), by and among Issuer, LMA Merger Sub, LLC, Abacus Merger Sub, LLC, Longevity Market Assets, LLC and Abacus Settlements, LLC, the Reporting Persons held
8,625,000 shares of Common Stock and 7,120,000 private placement warrants of the Issuer to purchase the same number of shares of Common Stock.
In connection with the closing of the Business Combination, each of Jay Jackson, Todd Sean McNealy, Kevin Scott Kirby and Matthew A. Ganovsky
(each a Transferor and collectively, the Transferors, and the Transferors together with East Sponsor, the Transfer Parties) received 13,293,750 shares of Common Stock. The Transfer Parties, as beneficial owners of
the parties to the Merger Agreement, agreed that the ultimate allocation of shares under the Merger Agreement did not conform to the intended allocation agreed on between the parties to the Merger Agreement. Consequently, the Transfer Parties
entered into the Transfer Agreement (the Transfer Agreement), dated as of October 13, 2023 (the Effective Date), pursuant to which, each of the Transferors agreed to, and did as of the Effective Date, sell, transfer,
assign, convey and deliver to East Sponsor, and East Sponsor accepted from each Transferor, free and clear of all encumbrances, 700,500 of their respective shares of Common Stock.
Item 4. |
Purpose of Transaction. |
Item 4 of the of the Schedule 13D is hereby amended and supplemented as follows:
The Transfer Agreement
On
October 13, 2023, the Effective Date, the Transfer Parties entered into the Transfer Agreement, pursuant to which, on the Effective Date, each of the Transferors sold, transferred, assigned, conveyed and delivered to East Sponsor, and East
Sponsor accepted from each Transferor, free and clear of all encumbrances, 700,500 of their respective shares of Common Stock.