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CUSIP No. 00258Y 104 |
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13D |
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Page 6 of 10 Pages |
The Business Combination Transaction
On June 30, 2023, ERES consummated the Business Combination pursuant to the Agreement and Plan of Merger, dated as of August 30,
2022, as amended on October 14, 2022 and April 20, 2023 (as amended, the Merger Agreement), by and among ERES, LMA Merger Sub, LLC, Abacus Merger Sub, LLC, Longevity Market Assets, LLC (LMA), and Abacus
Settlements, LLC (Legacy Abacus, together with LMA, Legacy Companies). Upon consummation of the Business Combination, the Founder Shares were automatically converted into shares of Common Stock, and the Private Placement
Warrants were converted into private placement warrants of the Issuer, in each case, on a one-for-one basis for no additional consideration. Following the consummation
of the Business Combination, the Issuer changed its name to Abacus Life, Inc.
The Registration Rights Agreement
On June 30, 2023, East Sponsor entered into an Amended and Restated Registration Rights Agreement (the Registration Rights
Agreement) with Issuer, certain stockholders of ERES named therein and certain holders of limited liability company interests in the Legacy Companies named therein, pursuant to which, Issuer agreed to file a shelf registration statement with
respect to the registrable securities thereunder within 30 days of the closing of the Business Combination. Following the Business Combination, the Issuer is required to maintain a registration statement that is continuously effective and to cause
the registration statement to regain effectiveness in the event that it ceases to be effective. At any time that the registration statement is effective, any holder signatory to the Registration Rights Agreement may request to sell all or a portion
of its securities that are registrable in an underwritten offering pursuant to the registration statement. In addition, the holders have certain piggyback registration rights with respect to registrations initiated by the Issuer. The
Issuer will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement.
Warrant Forfeiture Agreement
On
June 30, 2023, East Sponsor entered into the Warrant Forfeiture Agreement with ERES. Pursuant to the Warrant Forfeiture Agreement, in connection with the closing of the Business Combination, East Sponsor forfeited 1,780,000 Private Placement
Warrants to ERES.
The foregoing descriptions of the Subscription Agreement, the Sponsor Support Agreement, the Merger Agreement, the
Registration Rights Agreement and the Warrant Forfeiture Agreement are not complete and are qualified in their entirety by reference to the full text of such agreements, each of which is filed as an exhibit to this Schedule 13D and is incorporated
herein by reference.
General
The
Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and intend to review their investments in the Issuer on a continuing basis. Subject to the terms of the Registration Rights Agreement and the Sponsor
Support Agreement, market conditions, valuations and other matters, the Reporting Persons may, from time to time and at any time, dispose of any or all of their shares of Common Stock in open market transactions, registered offerings, privately
negotiated transactions or otherwise, or engage in any hedging or similar transactions with respect to such securities.