United States securities and exchange commission logo





                             August 10, 2023

       Jay Jackson
       President and Chief Executive Officer
       Abacus Life, Inc.
       2101 Park Center Drive,
       Suite 170,
       Orlando, Florida 32835

                                                        Re: Abacus Life, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed July 25, 2023
                                                            File No. 333-273411

       Dear Jay Jackson:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed July 25, 2023

       Cover Page

   1.                                                   We note your disclosure
in the prospectus summary stating that "For so long as the
                                                        Warrants remain
'out-of-the money,' we believe our Warrant Holders will be unlikely to . .
                                                        . exercise their
Warrants, resulting in little or no cash proceeds to us. We expect to use
                                                        any net proceeds
received from the exercise of the Warrants for general corporate
                                                        purposes." We also note
your statement at the beginning of the Risk Factors section "Our
                                                        business, financial
condition, results of operations, or prospects could be materially and
                                                        adversely affected if
any of these risks occurs, and as a result, the market price of our
                                                        Common Stock and
Warrants could decline and you could lose all or part of your
                                                        investment." Please
include a risk factor discussing this and provide similar disclosure in
 Jay Jackson
Abacus Life, Inc.
August 10, 2023
Page 2
         the MD&A and Use of Proceeds section sections. Also, as applicable,
describe the impact
         on your liquidity.
2.       We note the significant number of redemptions of your Class A common
stock in
         connection with your business combination and that the shares being
registered for resale
         will constitute a considerable percentage of your public float. If a
considerable number of
         the shares being registered for resale were purchased by the selling
securityholders for
         prices considerably below the current market price of the Class A
common stock, please
         highlight the significant negative impact sales of shares on this
registration statement
         could have on the public trading price of the Class A common stock.
3.       For each of the shares/warrants being registered for resale, disclose
the price that the
         selling securityholders paid for such shares/warrants overlying such
securities in the
         Prospectus Summary section, Plan of Distribution section, and where
appropriate.
Prospectus Summary
Overview of Company, page 6

4.       Revise your prospectus to disclose the price that each selling
securityholder paid for the
         shares/warrants being registered for resale. Highlight any differences
in the current
         trading price, the prices that the other selling securityholders
acquired their shares and
         warrants, and the price that the public securityholders acquired their
shares and warrants.
         Disclose whether the other selling securityholders may experience a
positive rate of return
         based on the current trading price, and if so disclose that the public
securityholders may
         not experience a similar rate of return on the securities they
purchased due to differences
         in the purchase prices and the current trading price. Please also
disclose the potential
         profit the selling securityholders will earn based on the current
trading price. Lastly,
         please include appropriate risk factor disclosure.
5.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock.
Risk Factors, page 13

6.     Include an additional risk factor highlighting the negative pressure
potential sales of
       shares pursuant to this registration statement could have on the public
trading price of the
       Class A common stock. To illustrate this risk, disclose the purchase
price of the securities
       being registered for resale and the percentage that these shares
currently represent of the
       total number of shares outstanding. Also disclose whether the current
trading price is at or
FirstName LastNameJay Jackson
       significantly below the SPAC IPO price, and if so, explain that the
private investors have
Comapany    NameAbacus
       an incentive to sellLife, Inc. they will still profit on sales because
of the lower price that
                            because
Augustthey   purchased
        10, 2023  Page 2their shares than the public investors.
FirstName LastName
 Jay Jackson
FirstName  LastNameJay Jackson
Abacus Life,  Inc.
Comapany
August  10, NameAbacus
            2023       Life, Inc.
August
Page 3 10, 2023 Page 3
FirstName LastName
The Company's success is dependent upon..management, page 21

7.       Revise this risk factor, as well as elsewhere in the document, to
discuss the fact that many
         of the shares offered under this registration statement are shares
owned by your key
         officers and directors.
....We may not be able to accurately or timely report our financial condition or
results of
operations, page 23

8.       We note your statement on page 23 that you may not be able to timely
file reports required
         by the Exchange Act. We also note that you did not timely file a Form
10-Q for the
         quarter ended March 31, 2023, and a Form 10-K for the quarter ended
December 31,
         2022. Update and revise your risk factor to state that you did not
timely file the report and
         that you may not be able to file timely in the future. Make similar
changes to the risk
         factor headed "Our management has limited experience.." on page 31.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at
202-551-
3419 with any other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Finance
cc:      Tom Bohac