Abacus Life Inc

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of the Company. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believe(s),” “estimate(s),” “expect(s),” “predict(s),” “project(s),” “forecast(s),” “may,” “might,” “will,” “could,” “should,” “would,” “seek(s),” “plan(s),” “scheduled,” “possible,” “continue,” “potential,” “anticipate(s)” or “intend(s)” or similar expressions; provided that the absence of these does not means that a statement is not forward-looking. Forward-looking statements contained in this prospectus include, but are not limited to, statements about the ability of the Company to:

•realize the benefits expected from the business combination and related transactions consummated by the Company on June 30, 2023 (the “Business Combination”);

•maintain the listing of the Company on a securities exchange;

•achieve projections and anticipate uncertainties relating to the business, operations and financial performance of the Company, including:

•expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder;

•expectations regarding product development and pipeline;

•expectations regarding market size;

•expectations regarding the competitive landscape;

•expectations regarding future acquisitions, partnerships or other relationships with third parties; and

•future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future.

•develop, design and sell services that are differentiated from those of competitors;

•retain and hire necessary employees;

•attract, train and retain effective officers, key employees or directors;

•enhance future operating and financial results;

•comply with laws and regulations applicable to its business;

•stay abreast of modified or new laws and regulations applying to its business, including privacy regulations;

•anticipate the impact of, and response to, new accounting standards;

•anticipate the significance and timing of contractual obligations; and

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•maintain key strategic relationships with partners and customers.

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