ERESU East Resources Acquisition Company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Abacus Life, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

00258Y104

(CUSIP Number)

Matthew Ganovsky

c/o Abacus Life, Inc.

2101 Park Center Drive, Suite 170

Orlando, Florida 32835

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 13, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

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This statement relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Abacus Life, Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2101 Park Center Drive, Suite 170, Orlando, Florida 32835.

The shares of Common Stock described herein were acquired at the closing of the business combination pursuant to the Agreement and Plan of Merger, as amended (the “Merger Agreement”), as described in the Issuer’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 5, 2023, as supplemented, the reporting person received Common Stock of the Issuer as consideration for the common units of Longevity Market Assets, LLC and Abacus Settlements, LLC. On October 13, 2023, a transfer of 700,500 shares of Common Stock was made by the Reporting Person to East Sponsor, LLC to reflect the intended allocation of shares of Common Stock among the parties to the Merger Agreement.

Item 4 of Schedule 13D is hereby amended by adding the following:

On October 13, 2023, a transfer of 700,500 shares of Common Stock was made by the Reporting Person to East Sponsor, LLC to reflect the intended allocation of shares of Common Stock among the parties to the Merger Agreement, thereby reducing Reporting Person’s stated beneficial ownership from 13,293,750 to 12,593,250 shares of Common Stock.

Item 5 of the Schedule 13D is hereby amended by adding the following:

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

October 20, 2023

Exhibit 99.1

TRANSFER AGREEMENT

This Transfer Agreement made this 13th day of October, 2023, between Jay Jackson, Todd Sean McNealy, Kevin Scott Kirby, and Matthew A. Ganovsky (each a “Transferor” and together the Transferors) and East Sponsor, LLC, a limited liability company existing under the laws of the State of Delaware (“Transferee” and together with the Transferors, each a “Party” and collectively the “Parties”).

RECITALS

WHEREAS, each Transferor is the record owner of 13,293,750 shares of Abacus Life, Inc. (the “Company”); and

WHEREAS, each Transferor received his shares in the Company as a result of the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 30, 2022, as amended on October 14, 2022 and April 20, 2023, by and among the Company (formerly known as East Resources Acquisition Company), LMA Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Abacus Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Longevity Market Assets, LLC, a Florida limited liability company, and Abacus Settlements, LLC, a Florida limited liability company (the “Merger Agreement”); and

WHEREAS, each Transferor and the Transferee agree 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; and

WHEREAS, each Transferor is willing to transfer to Transferee 700,500 shares of common stock of the Company (“Transfer Shares”) in order to reflect the intended allocation of shares following the closing of the transactions contemplated by the Merger Agreement; and

WHEREAS, the independent directors of the Company have considered and duly approved the proposed transfer of the Transfer Shares as contemplated herein.

IT IS THEREFORE AGREED:

1. Transferor’s Representations and Warranties. Each Transferor, severally and not jointly, represents and warrants to the Transferee as follows:

2. Transfer. In exchange for the mutual understandings reflected herein, each Transferor hereby sells, transfers, assigns, conveys and delivers to Transferee, and Transferee hereby accepts from the Transferor, free and clear of all encumbrances, the Transfer Shares owned by him.

3. Covenant of Further Assurances. The Parties covenant and agree that, from and after the execution and delivery of this Agreement, they shall, from time to time, execute, deliver and file any and all documents and instruments as are reasonably necessary or requested by the other Party to implement the terms of this Agreement.

4. Entire Agreement. This Agreement represents the final agreement between the Parties with respect to its subject matter, and may not be contradicted by evidence of prior or contemporaneous oral agreements among the parties. There are no oral agreements between the Parties with respect to the subject matter of this Agreement.

5. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Delaware applicable to contracts made and to be performed within such state without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

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