Abacus Global Management Inc-A美股招股说明书(2025-07-29版)

Offer to Exchange Warrants to Acquire Shares of Common StockofAbacus Global Management, Inc.forShares of Common StockofAbacus Global Management, Inc.andConsent Solicitation THEOFFER PERIOD(AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIREAT11:59P.M., EASTERN TIME, ON JULY 29, 2025, OR SUCH LATER TIME AND DATE TO WHICHWE MAY EXTEND. Terms of the Offer and Consent Solicitation Until the Expiration Date (as defined below), we are offering to the holders of our (i) outstanding publicwarrants (the “public warrants”) and (ii) outstanding private placement warrants (the “private placementwarrants” and, together with the public warrants, the “warrants”) to purchase shares of common stock, par value$0.0001 per share (“common shares”), of Abacus Global Management, Inc., a Delaware corporation (the“Company” or “Abacus”), the opportunity to receive 0.23 common shares in exchange for each of ouroutstanding warrants tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is being made to all holders of our warrants, including the public warrants and the privateplacement warrants. The warrants are governed by the warrant agreement, dated as of July23, 2020, by andbetween the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “WarrantAgreement”). Our common shares, public warrants and 9.875% Fixed Rate Senior Notes due 2028 (the “Notes”)are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbols “ABL,” “ABLLW,” and “ABLLL,”respectively. As of July28, 2025, a total of 11,723,395 public warrants and 8,900,000 private placement warrants,respectively, were outstanding. Pursuant to the Offer, we are offering up to an aggregate of 4,743,381 commonshares in exchange for all of our outstanding warrants. Each warrant holder whose warrants are exchanged pursuant to the Offer will receive 0.23 common sharesfor each warrant tendered by such holder and exchanged. No fractional common shares will be issued pursuant tothe Offer. In lieu of issuing fractional shares, any holder of warrants who would otherwise have been entitled toreceive fractional shares pursuant to the Offer will, after aggregating all such fractional shares of such holder, bepaid in cash (without interest) an amount equal to such fractional part of a share multiplied by the last sale priceof our common shares on the Nasdaq on the last trading day of the Offer Period, less any applicable withholdingtaxes. Our obligation to complete the Offer is not conditioned on the receipt of a minimum number of tenderedwarrants. Concurrently with the Offer, we are also soliciting consents (the “Consent Solicitation”) from holders of thepublic warrants to amend the Warrant Agreement (such amendment, the “Warrant Amendment”) to permit theCompany to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.207common shares, which is a ratio 10% less than the exchange ratio applicable to the Offer. TABLE OF CONTENTS Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendmentsrequire the vote or written consent of holders of 50% of the then outstanding public warrants. Therefore, theadoption of the Warrant Amendment will require the consent of 50% of the holders of the public warrants. Parties representing approximately 18% of our outstanding public warrants and 94% of our outstanding privateplacement warrants have agreed to tender their warrants (as applicable) in the Offer and to consent to the proposedWarrant Amendment in the Consent Solicitation pursuant to tender and support agreements (the “Tender and SupportAgreements”). As of July 28, 2025, an additional 7% of the outstanding public warrants have been tendered andhave consented to the Warrant Amendment in the Consent Solicitation. Accordingly, if holders of an additional approximately 25% of our outstanding public warrants agree to consentto the Warrant Amendment in the Consent Solicitation, and the other conditions described herein are satisfied orwaived, then the Warrant Amendment will be adopted. For additional detail regarding the Tender and Support Agreements, see the section titled “Market Information,Dividends, and Related Stockholder Matters - Transactions and Agreements Concerning Our Securities - Tender andSupport Agreements.” You may not consent to the Warrant Amendment without tendering your warrants in the Offer, and you may nottender such warrants without consenting to the Warrant Amendment. The consent to the Warrant Amendment is apart of the Letter of Transmittal and Consent (as defined below) relating to the warrants, and, therefore, by tenderingyour warrants for exchange you will be delivering to us your consent. You may revoke your consent at any timeprior to the Expiration Date by withdrawing the warrants you have tendered in the Offer. The Offer and Consent Solicitation is made solely upon the terms and conditions in this prospectus/offer toexchange