Abacus Global announces commencement of exchange offer

Abacus Global (ABL) Management has commenced an exchange offer and consent solicitation relating to its outstanding public warrants and outstanding private placement warrants to purchase shares of common stock, par value $0.0001 per share, of the Company. The Company’s common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “ABL” and “ABLLW,” respectively. The purpose of the Offer and Consent Solicitation is to simplify the Company’s capital structure and reduce the potential dilutive impact of the warrants, thereby providing the Company with more flexibility for financing its operations in the future. The Company is offering to all holders of the outstanding warrants the opportunity to receive 0.23 shares of common stock in exchange for each warrant tendered by the holder and exchanged pursuant to the Offer. Pursuant to the Offer, the Company is offering up to an aggregate of 4,743,381 shares of its common stock in exchange for the warrants. The offering period will continue until 11:59 p.m., Eastern Time, on July 29, 2025, or such later time and date to which the Company may extend, as described in the Company’s Schedule TO and Prospectus/Offer to Exchange. Tendered warrants may be withdrawn by holders at any time prior to the Expiration Date. Concurrently with the Offer, the Company is also soliciting consents from holders of the public warrants to amend the warrant agreement that governs all of the warrants to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.207 shares of common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer. Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 50% of the outstanding public warrants. Parties representing approximately 25% of our outstanding public warrants and 94% of our outstanding private placement warrants have agreed to tender their warrants in the Offer and to consent to the proposed Warrant Amendment in the Consent Solicitation pursuant to tender and support agreements. Accordingly, if holders of an additional approximately 25% of our outstanding public warrants agree to consent to the Warrant Amendment in the Consent Solicitation, and the other conditions described in the Offer and Consent Solicitation are satisfied or waived, then the Warrant Amendment will be adopted.