United States securities and exchange commission logo





                            September 27, 2023

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

                                                        Re: Abacus Life, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed September 15,
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/A filed September 15, 2023

       Prospectus Summary, page 6

   1.                                                   We note that the
projected revenues for 2023 were $71 million, as set forth in the
                                                        unaudited prospective
financial information management prepared and provided to the
                                                        Board, the company   s
financial advisors and East Resources Acquisition in connection
                                                        with the evaluation of
the Business Combination. We also note that your actual revenues
                                                        for the fiscal period
ended on June 30, 2023, was approximately $ 21.6 million. Similarly,
                                                        the projected
origination volume for 2023 showed an increase in originations of 24% year
                                                        over year, whereas your
originations have only grown 4% over the most recent quarter,
                                                        and actually declined
over the longer six-month period. Please update your disclosure in
                                                        Liquidity and Capital
Resources, and elsewhere, to provide updated information about the
 Jay Jackson
Abacus Life, Inc.
September 27, 2023
Page 2
         company   s financial position and further risks to the business
operations and liquidity in
         light of these circumstances. Investors should be able to understand
the factors that
         impacted the company's ability to meet the financial and performance
projections
         provided in support of the business combination, and to better
understand the company's
         current prospects.
Risk Factors
Life settlements in which we invest are not currently registered under the
federal securities laws,
page 17

2.       This risk factor appears to address two separate risks related to any
determination that the
         sale of life settlement products involves the sale of a security. The
first risk is the impact
         of your need to comply with registration (or make sales subject to an
exemption). It also
         implies that you may need to consider possible liability for any
unregistered sales of
         securities made prior to a determination. The second risk is the
possibility that you may
         become an investment company, or will need to change your business
model to avoid
         investment company status. Revise your disclosure to address these two
risks under
         separate headings or sub headings.
3.       Please tell us, with a view towards revised disclosure in the risk
factor and business
         sections, whether you have had to adjust your business practices for
any sales activities
         conducted in areas overseen by the Eleventh and Fifth Circuits. To the
extent that you
         have made changes, discuss any impact on your costs related to the
sale of products in
         those regions.
Principal Security Holders, page 105

4.     We note your disclosure that, among other transactions, many of your
insiders appear to
       also be beneficiaries to the Abacus Investment SPV. However, we are not
able to find
       disclosure responsive to Item 404 of Regulation S-K, including the
identity of individuals
       who are engaged in related party transactions with Abacus. Please revise
your disclosure
FirstName LastNameJay Jackson
       to provide Item 404 disclosure for each related party transaction that
occurred during the
Comapany    NameAbacus
       last fiscal          Life,
                   year, or is    Inc. to occur, or provide us your analysis as
to why the
                               expected
       disclosure
September          is not
            27, 2023  Pagerequired.
                             2
FirstName LastName
 Jay Jackson
FirstName LastNameJay   Jackson
Abacus Life, Inc.
Comapany 27,
September  NameAbacus
               2023     Life, Inc.
September
Page 3     27, 2023 Page 3
FirstName LastName
        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 questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Finance
cc:      Tom Bohac, Esq.