Abacus Life Inc

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our 2023 Annual Report on Form 10-K filed with the SEC on March 21, 2024, as amended by that Amendment No. 1 on Form 10-K/A, filed with the SEC on May 30, 2024, and as amended by that Amendment No. 2 on Form 10-K/A, filed with the SEC on June 12, 2024. As of the date of this Report, there have been no material changes to the risk factors disclosed in our 2023 Annual Report other than what is disclosed below.

Risks Related to the Business of the Company

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 valuation of life insurance policies involves inherent uncertainty (including, without limitation, the life expectancies of insureds and future increases in premium costs to keep the policies in force). The Company utilizes a multitude of inputs to determine the fair value of the policies it holds, which may include life expectancy reports generated by a company in which the Company holds a minority ownership interest. The Company uses its own underwriting practices, origination protocols, and proprietary technology. There is no guarantee that the value determined with respect to a particular life settlement policy by the Company will represent the value that will be realized by the Company on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. In addition, there can be no guarantee that such valuation accurately reflects the current present value of such life insurance policy at its actual maturity. Uncertainties as to the valuation of life insurance policies held by the Company could require adjustments to reported net asset values and could have a material adverse impact on the Company’s business. Uncertainties as to the valuation may also result in the Company being less competitive in the market for originating new life settlement policies and could adversely affect the profits the Company realizes on life settlements purchased and sold.

Risks Related to the Carlisle Acquisition

The Company may not realize the anticipated benefits of the Carlisle Acquisition, which may adversely affect the Company’s business results and negatively impact the value of the Company’s Common Stock.

An inability to realize the full extent of the anticipated benefits of the Carlisle Acquisition, as well as any future delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the Company, which may adversely affect the value of the Company’s Common Stock.

The Company and Carlisle will operate independently until the completion of the Carlisle Acquisition. There can be no assurances that the Carlisle Acquisition will be completed or that our businesses can be fully integrated successfully. It is possible that the integration process could ultimately result in the loss of key the Company or Carlisle employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls (including internal controls over financial reporting), procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. We expect to face numerous challenges as we integrate the operations of the Company and Carlisle in order to realize the anticipated benefits of the Carlisle Acquisition, including:

•combining the business of the Company and Carlisle and meeting the capital requirements, in a manner that permits the combined company achieve any cost savings or other synergies, the failure of which would result in the anticipated benefits of the Carlisle Acquisition not being realized in the time frame currently anticipated or at all;

•adopting mechanisms to address and comply with new regulatory and legal requirements associated with a new business line of the Company in a highly regulated industry;

•consolidating the companies information technology infrastructure.

In addition, at times the attention of certain members of the Company’s management and respective resources may in the future be focused on the integration of the businesses and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt the business of the Company.

We will be subject to business uncertainties and contractual restrictions while the Carlisle Acquisition is pending.

Uncertainty about the effect of the Carlisle Acquisition on employees, vendors and customers may have an adverse effect on us and consequently on the combined company after the Closing. These uncertainties may impair our ability to retain and motivate key personnel and could cause customers and others that deal with us to defer or decline entering into contracts with us or making other decisions concerning our company or seek to change existing business relationships with us. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the Carlisle Acquisition, our businesses could be harmed. Furthermore, the Share Purchase Agreement places certain restrictions on the operation of our business prior to the Closing, which may delay or prevent us from undertaking certain actions or business opportunities that may arise prior to the consummation of the Carlisle Acquisition.

Third parties may terminate or alter existing contracts or relationships with Carlisle.

We have contracts with customers, vendors and other business partners which may require us to obtain consents from these other parties in connection with the Carlisle Acquisition. We are also required to obtain consent from certain investors under our investment management agreements in connection with the Carlisle Acquisition. If such consents cannot be obtained, the counterparties to these contracts and other third parties with which we currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with us in anticipation of the Carlisle Acquisition, or with the combined company following the Carlisle Acquisition. The pursuit of such rights may result in us suffering a loss of potential future revenue, incurring liabilities in connection with a breach of such agreements or losing rights that are material to their businesses. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the Carlisle Acquisition. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the Carlisle Acquisition or the termination of the Carlisle Acquisition.

In order to consummate the Carlisle Acquisition, we and Carlisle must obtain certain regulatory approvals and satisfy closing conditions, and if such approvals are not granted or are granted untimely and/or with conditions, and if closing conditions are not satisfied, consummation of the Carlisle Acquisition may be jeopardized or the anticipated benefits of the Carlisle Acquisition may not be realized.

The consummation of the Carlisle Acquisition remains subject to the receipt of certain regulatory approvals and the satisfaction of certain closing conditions. Subject to limited exceptions, we or Carlisle may terminate the Share Purchase Agreement if the Carlisle Acquisition is not consummated on or before May 18, 2025, subject to one extension of up to three months each in certain circumstances, including to obtain required regulatory approvals.

The Share Purchase Agreement limits our ability to pursue alternatives to the Carlisle Acquisition.

The Share Purchase Agreement contains provisions that make it more difficult for us to enter into alternative transactions. The Share Purchase Agreement contains certain provisions that restrict our ability to solicit or facilitate proposals from third parties with respect to transactions involving the financing or sale of Carlisle, or provide non-public information to, or otherwise participate or engage in discussions or negotiations with, third parties or take certain other actions that would reasonably be expected to lead to a third-party acquisition proposal.

While we believe these provisions are reasonable, customary and not preclusive of other opportunities, the provisions might discourage a third party that has an interest in combining or merging with us from considering or proposing such an acquisition, even if we were prepared to pay the necessary consideration or if we were prepared to enter into an agreement that may be more favorable to us or our stockholders.

The lack of a public market for Carlisle shares makes it difficult to determine the fair market value of the Carlisle shares, and we may pay more than the fair market value of the Carlisle shares.

Carlisle is privately held and its capital stock is not traded in any public market. The lack of a public market makes it extremely difficult to determine Carlisle’s fair market value. As a result, it is possible that we may pay more than the aggregate fair market value for Carlisle in connection with the Carlisle Acquisition.

Risks Related to the FCF Acquisition

The Company may not realize the anticipated benefits of the FCF Acquisition, which may adversely affect the Company’s business results and negatively impact the value of the Company’s Common Stock.

An inability to realize the full extent of the anticipated benefits of the FCF Acquisition, as well as any future delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the Company, which may adversely affect the value of the Company’s Common Stock.

The Company and FCF will operate independently until the completion of the FCF Acquisition. There can be no assurances that the FCF Acquisition will be completed or that our businesses can be fully integrated successfully. It is possible that the integration process could ultimately result in the loss of key the Company or FCF employees, the loss of customers, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls (including internal controls over financial reporting), procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated. We expect to face numerous challenges as we integrate the operations of the Company and FCF in order to realize the anticipated benefits of the FCF Acquisition, including:

•combining the business of the Company and FCF and meeting the capital requirements, in a manner that permits the combined company achieve any cost savings or other synergies, the failure of which would result in the anticipated benefits of the FCF Acquisition not being realized in the time frame currently anticipated or at all;

•adopting mechanisms to address and comply with new regulatory and legal requirements associated with a new business line of the Company in a highly regulated industry;

•consolidating the companies information technology infrastructure.

In addition, at times the attention of certain members of the Company’s management and respective resources may in the future be focused on the integration of the businesses and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt the business of the Company.

We will be subject to business uncertainties and contractual restrictions while the FCF Acquisition is pending.

Uncertainty about the effect of the FCF Acquisition on employees, vendors and customers may have an adverse effect on us and consequently on the combined company after the Closing. Additionally, we have investment management agreements with certain investors that require those investors’ consent in connection with the FCF Acquisition. These uncertainties may impair our ability to retain and motivate key personnel and could cause customers and others that deal with us to defer or decline entering into contracts with us or making other decisions concerning our company or seek to change existing business relationships with us. In addition, if key employees depart because of uncertainty about their future roles and the potential complexities of the FCF Acquisition, our businesses could be harmed. Furthermore, the FCF Agreement places certain restrictions on the operation of our business prior to the Closing, which may delay or prevent us from undertaking certain actions or business opportunities that may arise prior to the consummation of the FCF Acquisition.

Third parties may terminate or alter existing contracts or relationships with FCF.

We have contracts with customers, vendors and other business partners which may require us to obtain consents from these other parties in connection with the FCF Acquisition. We are also required to obtain consent from certain investors under our investment management agreements in connection with the FCF Acquisition. If such consents cannot be obtained, the counterparties to these contracts and other third parties with which we currently have relationships may have the ability to terminate, reduce the scope of or otherwise materially adversely alter their relationships with us in anticipation of the FCF Acquisition, or with the combined company following the FCF Acquisition. The pursuit of such rights may result in us suffering a loss of potential future revenue, incurring liabilities in connection with a breach of such agreements or losing rights that are material to their businesses. Any such disruptions could limit the combined company’s ability to achieve the anticipated benefits of the FCF Acquisition. The adverse effect of such disruptions could also be exacerbated by a delay in the completion of the FCF Acquisition or the termination of the FCF Acquisition.

The FCF Agreement limits our ability to pursue alternatives to the FCF Acquisition.

The FCF Agreement contains provisions that make it more difficult for us to enter into alternative transactions. The FCF Agreement contains certain provisions that restrict our ability to solicit or facilitate proposals from third parties with respect to transactions involving the financing or sale of FCF, or provide non-public information to, or otherwise participate or engage in discussions or negotiations with, third parties or take certain other actions that would reasonably be expected to lead to a third-party acquisition proposal.

While we believe these provisions are reasonable, customary and not preclusive of other opportunities, the provisions might discourage a third party that has an interest in combining or merging with us from considering or proposing such an acquisition, even if we were prepared to pay the necessary consideration or if we were prepared to enter into an agreement that may be more favorable to us or our stockholders.

The lack of a public market for FCF shares makes it difficult to determine the fair market value of the FCF shares, and we may pay more than the fair market value of the FCF shares.

FCF is privately held and its capital stock is not traded in any public market. The lack of a public market makes it extremely difficult to determine FCF’s fair market value. As a result, it is possible that we may pay more than the aggregate fair market value for FCF’s in connection with the FCF Acquisition.