Abacus Global Management, Inc. (ABX): M&A transaction — Abacus Life completes SPAC merger with East Resources; starts trading on Nasdaq

Abacus Global Management, Inc.

Business combination closed June 30, 2023; ~1.3M shares redeemed at ~$10.40/share totaling ~$13.6M.
Post-merger common shares outstanding ~63.35M; ABL and ABLLW warrants began trading July 5 on Nasdaq.
Entered $50M Owl Rock credit facility: $25M term loan + $25M delayed draw, maturing July 2028, at SOFR+7.25%.
Entered $25M SPV Investment Facility (unsecured, subordinated, 12% PIK interest) from affiliate.
Sponsor forfeited 1.78M private warrants; Sponsor PIK Note of ~$10.47M issued at 12% interest.

item 1.01 item 2.01 item 5.06 item 2.03 item 3.03 item 5.03 item 5.01 item 5.02 item 5.05 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Abacus Global Management, Inc.: Company ceased to be a shell company as a result of the business combination.

Change: shell status

Exact text from the filing

As a result of the Business Combination, the Company ceased to be a shell company

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Abacus Global Management, Inc.: Amended and restated bylaws effective upon closing of business combination.

Change: bylaw amendment

Exact text from the filing

and amended and restated its bylaws (as amended, the “A&R Bylaws”) effective as of the Closing

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Abacus Global Management, Inc.: Adopted a new Code of Business Conduct and Ethics (effective 2023-06-30).

Change: code of ethics
Effective: 2023-06-30

Exact text from the filing

on June 30, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Abacus Global Management, Inc.: Amended and restated certificate of incorporation effective upon closing of business combination.

Change: charter amendment

Exact text from the filing

On the Closing Date, in connection with the consummation of the Business Combination, the Company amended and restated its certificate of incorporation, effective as of the Closing (the “A&R Charter”)

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.97

Abacus Global Management, Inc. underwent a change of control involving East Resources Acquisition Company for Business combination pursuant to Agreement and Plan of Merger, merger of LMA Merger Sub into LMA and Abacus Merger Sub into Legacy Abacus, Legacy Companies beco (closed 2023-06-30).

Action: change of control
Counterparty: East Resources Acquisition Company
Consideration: Business combination pursuant to Agreement and Plan of Merger, merger of LMA Merger Sub into LMA and Abacus Merger Sub into Legacy Abacus, Legacy Companies beco
Closing: 2023-06-30

Exact text from the filing

Pursuant to the Merger Agreement, on June 30, 2023, (i) LMA Merger Sub merged with and into LMA, with LMA surviving such merger (the “LMA Merger”) and (ii) Abacus Merger Sub merged with and into Legacy Abacus, with Legacy Abacus surviving such merger (the “Abacus Merger” and, together with the LMA Merger, the “Mergers” and, along with the other transactions contemplated by the Merger Agreement, the “Business Combination”) and the Legacy Companies became direct wholly owned subsidiaries of Abacus.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Abacus Global Management, Inc. entered into Merger Agreement with East Resources Acquisition Company (effective 2023-06-30).

Action: entry
Agreement: merger
Counterparty: East Resources Acquisition Company
Effective: 2023-06-30

Exact text from the filing

As described in Item 1.01 above, on June 29, 2023, ERES held the Special Meeting, at which the ERES stockholders considered and adopted, among other matters, a proposal to approve the Merger Agreement and the Business Combination. On June 30, 2023, the parties consummated the Business Combination.

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Abacus Global Management, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-182812

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