Abacus Global Management Inc-A美股招股说明书(2025-12-22版)

This prospectus relates to the resale or other disposition from time to time of up to (i) 9,302,765 shares (the “Shares”) ofcommon stock, par value $0.0001 per share (the “Common Stock”) and (ii) $64,380,575 aggregate principal amount of 9.875%FixedRate Senior Notes due 2028, of which (x) $62,378,175 principal amount was issued on December2, 2024 (the “Acquisition Notes”)and (y) $2,002,400 principal amount was issued on August18, 2025 (the “Additional Notes,” and together with the Acquisition Notesthe “Offered Notes”) (the Offered Notes together with the Shares, the “Securities”) of Abacus Global Management, Inc. (f/k/a AbacusLife, Inc.), a Delaware corporation (“Abacus,” “we,” “our,” “us” and the “Company”) by the persons described in this prospectus,whom we call the “Selling Securityholders,” identified in the section of this prospectus entitled “Selling Securityholders,” or theirtransferees. The Offered Notes have the same terms (except with respect to issue date and the date from which interest accrues) as,and will be fully fungible with and will be treated as a single series of debt securities as, the Company’s 9.875% Fixed Rate SeniorNotes due 2028 issued on November10, 2023 and February15, 2024 (the “Initial Existing Notes” and together with the AcquisitionNotes, the “Existing Notes” and, the Existing Notes together with the Offered Notes, the “Notes”). The aggregate outstandingprincipal amount of the Notes is $135,379,475. Interest on the Acquisition Notes accrues from and including the most recent interest payment date for which interest has beenpaid with respect to such Notes. Interest on the Additional Notes accrues from and including the issue date of August18, 2025 orfrom and including the most recent interest payment date for which interest has been paid with respect to such Notes. The OfferedNotes bear interest at the rate of 9.875% per annum, payable quarterly in arrears on February15, May15, August15 andNovember15 of each year, beginning on February15, 2025 for the Acquisition Notes and November15, 2025 for the AdditionalNotes and ending on the date the Notes mature, November15, 2028 (the “maturity date”). The Offered Notes will be issued to youonly in registered book-entry form, in minimum denominations of $25 and integral multiples of $25 in excess thereof. The Company may, at its option, redeem the Notes in whole or in part at any time or from time to time on or after February15,2027 at a redemption price of 100% of the outstanding principal amount of the Notes to be redeemed plus accrued and unpaid interestpayments otherwise payable thereon for the then-current quarterly interest period accrued to, but excluding, the date fixed forredemption as further described under “Description of the Notes—Optional Redemption of the Notes.” In addition, each holder of theNotes may require the Company to repurchase all or a portion of such holder’s Notes at a purchase price equal to 100% of theirprincipal amount, plus accrued and unpaid interest thereon, if any, to, but excluding, the date of repurchase as further described under“Description of the Notes—Offer to Repurchase Upon a Change of Control Repurchase Event.” The Notes will not be entitled to anysinking fund. The Notes are the senior unsecured obligations of the Company and rank equal in right of payment to all of the Company’sother senior unsecured indebtedness from time to time outstanding. Because the Notes are not secured by any of the Company’sassets, they are effectively subordinated to any existing or future secured indebtedness of the Company (including borrowings underthe Company’s senior secured credit facility) to the extent of the value of the assets securing such indebtedness. The Notes arestructurally subordinated to all existing and future indebtedness and other obligations of any of the Company’s subsidiaries (includingthe Company’s senior secured credit facility which is guaranteed by certain subsidiaries of the Company) because the Notes areobligations exclusively of the Company and are not guaranteed by any of the Company’s subsidiaries. The Selling Securityholders may offer and sell the Shares and the Offered Notes, from time to time, at market prices prevailingat the time of sale, prices related to prevailing market prices or privately negotiated prices. The Selling Securityholders may sell theShares or Offered Notes to or through underwriters, brokers or dealers, directly to purchasers or through agents designated from timeto time, who may receive compensation in the form of discounts, concessions or commissions from the Selling Securityholders, thepurchasers or both. If any underwriters, dealers or agents are involved in the sale of any of the Securities, their names and anyapplicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculablefrom the information set forth, in an applicable prospectus supplement. See the sections of this prospectus entitled