ABX 10-Q
Abacus Global Management, Inc. (ABX)
10-Q
2025-08-12
For: 2025-06-30
View Original
Added on
April 07, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _____ to _____
Commission file number 001-39403
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
(800 ) 561-4148
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | ||||||||
x | Smaller reporting company | ||||||||||
Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The registrant had 96,764,624 shares of common stock, $0.0001 par value per share, issued and outstanding as of August 1, 2025.
ABACUS GLOBAL MANAGEMENT, INC.
TABLE OF CONTENTS
| Page | ||||||||
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| CONSOLIDATED BALANCE SHEETS | ||
| June 30, 2025 (unaudited) | December 31, 2024 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable | |||||||||||
| Accounts receivable, related party | |||||||||||
| Income taxes receivable | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Operating right-of-use assets | |||||||||||
| Management and performance fee receivable, related party | |||||||||||
| Life settlement policies, at fair value | |||||||||||
| Life settlement policies, at cost | |||||||||||
| Available-for-sale securities, at fair value | |||||||||||
| Other investments | |||||||||||
| Other assets | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Current portion of long-term debt, at fair value | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Accrued expenses | |||||||||||
| Current operating lease liabilities | |||||||||||
| Contract liabilities, deposits on pending settlements | |||||||||||
| Accrued transaction costs | |||||||||||
| Other current liabilities | |||||||||||
1
| ABACUS GLOBAL MANAGEMENT, INC. | ||
CONSOLIDATED BALANCE SHEETS (CONT.) | ||
| June 30, 2025 (unaudited) | December 31, 2024 | ||||||||||
| Income taxes payable | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, net | |||||||||||
| Long-term debt, at fair value | |||||||||||
| Long-term debt, related party | |||||||||||
| Retrocession fees payable | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Deferred tax liability | |||||||||||
| Warrant liability | |||||||||||
| TOTAL LIABILITIES | |||||||||||
| COMMITMENTS AND CONTINGENCIES (Note 12) | |||||||||||
| MEZZANINE EQUITY | |||||||||||
Series A convertible preferred stock, $ | — | ||||||||||
| TOTAL MEZZANINE EQUITY | — | ||||||||||
| STOCKHOLDERS' EQUITY | |||||||||||
Preferred stock, $ | |||||||||||
Class A common stock, $ | |||||||||||
Treasury stock - at cost; | ( | ( | |||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Noncontrolling interest | ( | ( | |||||||||
| TOTAL STOCKHOLDERS' EQUITY | |||||||||||
| TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY | $ | $ | |||||||||
See condensed notes to consolidated financial statements.
2
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | ||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Asset management | $ | $ | $ | $ | |||||||||||||||||||
| Life solutions | |||||||||||||||||||||||
| Technology services | |||||||||||||||||||||||
| TOTAL REVENUES | |||||||||||||||||||||||
| COST OF REVENUES (excluding depreciation and amortization stated below): | |||||||||||||||||||||||
| Cost of revenue (including stock-based compensation) | |||||||||||||||||||||||
| GROSS PROFIT | |||||||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Sales and marketing | |||||||||||||||||||||||
| General and administrative (including stock-based compensation) | |||||||||||||||||||||||
| (Gain) loss on change in fair value of debt | ( | ||||||||||||||||||||||
| Unrealized loss (gain) on equity securities, at fair value | ( | ||||||||||||||||||||||
| Realized gain on equity securities, at fair value | ( | ( | |||||||||||||||||||||
| Depreciation and amortization expense | |||||||||||||||||||||||
| TOTAL OPERATING EXPENSES | |||||||||||||||||||||||
| OPERATING INCOME | |||||||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Gain (loss) on change in fair value of warrant liability | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Other income | |||||||||||||||||||||||
| TOTAL OTHER EXPENSE | ( | ( | ( | ( | |||||||||||||||||||
| NET INCOME BEFORE PROVISION FOR INCOME TAXES | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| NET INCOME (LOSS) | ( | ||||||||||||||||||||||
3
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONT.) | ||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST | ( | ( | |||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | $ | $ | $ | ( | ||||||||||||||||||
| EARNINGS (LOSS) PER SHARE: | |||||||||||||||||||||||
| Earnings (loss) per share - basic | $ | $ | $ | $ | ( | ||||||||||||||||||
| Earnings (loss) per share - diluted | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted-average stock outstanding—basic | |||||||||||||||||||||||
| Weighted-average stock outstanding—diluted | |||||||||||||||||||||||
| NET INCOME (LOSS) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss), net of tax or tax benefit: | |||||||||||||||||||||||
| Change in fair value of debt (risk adjusted) | ( | ( | |||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS | ( | ||||||||||||||||||||||
| Net and comprehensive income (loss) attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | $ | $ | $ | ( | ||||||||||||||||||
See condensed notes to consolidated financial statements.
4
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| UNAUDITED CONSOLIDATED STATEMENTS MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY | ||
| Series A Convertible Preferred Stock | Class A Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Non- Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of series A convertible preferred stock | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | ( | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant Conversions | — | — | — | — | ( | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issue costs | — | — | — | — | — | — | ( | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends declared on the Series A Convertible Preferred Stock | — | — | — | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
See condensed notes to consolidated financial statements.
5
| ABACUS GLOBAL MANAGEMENT, INC. | ||
| UNAUDITED CONSOLIDATED STATEMENTS MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (CONT.) | ||
| Series A Convertible Preferred Stock | Class A Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Non- Controlling Interests | Total Stockholders’ Equity | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF DECEMBER 31, 2023 | — | $ | — | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred transaction costs | — | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant Conversions | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF MARCH 31, 2024 | — | $ | — | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred transaction costs | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock sale | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock sale transaction costs | — | — | — | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | — | — | ( | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrant Conversions | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | — | — | — | — | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net (loss) income | — | — | — | — | — | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AS OF JUNE 30, 2024 | — | $ | — | $ | ( | $ | ( | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
See condensed notes to consolidated financial statements.
6
| ABACUS GLOBAL MANAGEMENT, INC. | ||
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Unrealized gain on equity securities, at fair value | ( | ||||||||||
| Realized gain on equity securities, at fair value | ( | ||||||||||
| Unrealized gain on policies, at fair value | ( | ( | |||||||||
| Change in fair value of debt | ( | ||||||||||
| Change in fair value of warrant liability | ( | ||||||||||
| Non-cash interest income | ( | ( | |||||||||
| Deferred income taxes | |||||||||||
| Non-cash interest expense, related party | |||||||||||
| Non-cash interest expense | |||||||||||
| Non-cash lease expense | |||||||||||
| Non-cash other income | ( | ||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | |||||||||||
| Accounts receivable, related party | ( | ( | |||||||||
| Management and performance fee receivable, related party | |||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||
| Other assets | ( | ( | |||||||||
| Accrued expenses | ( | ( | |||||||||
| Accrued transaction costs | |||||||||||
| Contract liabilities, deposits on pending settlement | ( | ||||||||||
| Other current liabilities | ( | ( | |||||||||
| Income tax payable | ( | ||||||||||
| Income tax receivable | ( | ||||||||||
| Retrocession fees payable | |||||||||||
| Net change in life settlement policies, at fair value | ( | ||||||||||
7
| ABACUS GLOBAL MANAGEMENT, INC. | ||
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.) | ||
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net change in life settlement policies, at cost | ( | ||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Origination of note receivable | ( | ||||||||||
| Acquisition of businesses, net of cash acquired | ( | ||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Purchase of intangible assets | ( | ||||||||||
| Purchase of other investments | ( | ( | |||||||||
| Purchase of available for sale securities | ( | ||||||||||
| Change in due from affiliates | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Issuance of long term-debt, at fair value | |||||||||||
| Payment of discounts and financing costs | ( | ( | |||||||||
| Repayment of debt, at fair value | ( | ||||||||||
| Common stock sale | |||||||||||
| Common stock sale transaction costs | ( | ||||||||||
| Repurchase of common stock | ( | ( | |||||||||
| Transaction costs | ( | ( | |||||||||
| Due to former members | ( | ||||||||||
| Warrant conversions | |||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||
| NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | ( | ||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE BEGINNING OF THE PERIOD | |||||||||||
| CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE END OF THE PERIOD | $ | $ | |||||||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||||||||||
| Non-cash investment in other investments | $ | $ | |||||||||
| Non-cash issuance of series A convertible preferred stock | |||||||||||
| SUPPLEMENTAL DISCLOSURES: | |||||||||||
| Interest paid | |||||||||||
| Income taxes paid, net of refunds | |||||||||||
See condensed notes to consolidated financial statements.
8
ABACUS GLOBAL MANAGEMENT, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1.BASIS OF PRESENTATION
The accompanying consolidated financial statements (“Interim Financial Statements”) are presented in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC") and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) as contained in the Company’s Annual Report on Form 10-K. We have condensed or omitted certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP. Accordingly, the consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report”). Refer to Note 2 in the Company’s 2024 Annual Report for the full list of the Company’s significant accounting policies. The details in those notes have not changed, except as discussed in Note 2 to the Interim Financial Statements and as a result of normal adjustments in the interim periods. Capitalized terms used and not specifically defined herein have the same meanings given those terms in our 2024 Annual Report. We also may use certain other terms that are defined within these Interim Financial Statements.
The Interim Financial Statements presented herein and discussed below include 100% of the assets, liabilities, revenues, expenses, and cash flows of Abacus Global Management, Inc., (the “Company”) all entities in which the Company has a controlling voting interest (“subsidiaries”), and variable interest entities (“VIEs”) for which the Company is the primary beneficiary, as determined in accordance with consolidation accounting guidance. References in these Interim Financial Statements to net income or loss attributable to common stockholders and stockholders’ equity do not include noncontrolling interests, which represent the outside ownership of our consolidated non-wholly owned entity and are reported separately. Intercompany accounts and transactions between consolidated entities have been eliminated in consolidation.
The Interim Financial Statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, 2024, and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, the results of our operations, and cash flows for the periods presented. The Interim Financial Statements are not necessarily indicative of the results to be expected for the full year, or any other period. All references to financial information in the Interim Financial Statements in the condensed notes to Interim Financial Statements are unaudited.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates include, but are not limited to, revenue recognition, cost of revenue, life settlement policy valuation, goodwill and intangibles valuation, and income taxes. The uncertainties in the broader macroeconomic environment have made it more challenging to make these estimates. Actual results could differ from our estimates, and such differences may be material.
2.SIGNIFICANT ACCOUNTING POLICIES AND RECENT ACCOUNTING STANDARDS
New Accounting Standards—The Company’s management reviews recent accounting standards to determine the impact to the Company’s financial statements. Below we discuss the impact of new accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board’s (“FASB”) to the Interim Financial Statements.
ASU 2025-03—”Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity”. In May 2025, the FASB issued ASU
9
2025-03 to revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (VIE) that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this ASU require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period.Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
ASU 2025-04—”Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”. In May 2025, the FASB issued ASU 2025-04 to revise the definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
ASU 2025-05—”Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets”. In July 2025, the FASB issued ASU 2025-05 to provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.
Net Income (Loss) Per Share Attributable to Common Stockholders—The Company computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.
The Company’s redeemable convertible preferred stock and common stock are participating securities. The Company considers convertible preferred stock, subject to redemption, to be participating securities because holders of such shares have non-forfeitable dividend rights in the event a cash dividend is declared on common stock.
The holders of the redeemable convertible preferred stock would be entitled to dividends in preference to common shareholders, at specified rates, if declared. Then any remaining earnings would be distributed to the holders of common stock and the holders of the redeemable convertible preferred
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Note Receivable—The Company recorded a note receivable for a term loan made to an external party in April 2025 maturing in April 2028. The note receivable represents a term loan guaranteed by all assets of the borrower and is reported in other assets on the consolidated balance sheets. Refer to Note 9 Other Investments and Other Asset for additional information. Management regularly reviews collectability and will record an allowance for credit losses when deemed necessary. Management determines the allowance for credit losses based on a review of outstanding receivables, historical collection experience, current economic conditions, contractual terms, and reasonable and supportable forecasts. Receivable balances are charged off against the allowance for credit losses when deemed uncollectible (after all means of collection have been exhausted and the potential for recovery is deemed remote). Recoveries of receivable balances previously written off are recorded when received. As of June 30, 2025, management deems receivable amounts due to be collectable and has not recorded an allowance for credit losses for the three months ended June 30, 2025. Interest income is accrued on the principal amount of the term loan based on its contractual interest rate. Interest on the note receivable is accrued until it is probable that amounts due will not be received or the amounts due are 90 days past due and resumes accruing for the interest when amounts due are less than 90 days past due.
Concentrations—One customer accounted for 26 % (related party) of total revenue for the three months ended June 30, 2025 and one customer accounted for 15 % (related party) of total revenue for the six months ended June 30, 2025, respectively. One customer accounted for 12 % of total revenue for the three months ended June 30, 2024 and one customer accounted for 14 % of total revenue for the six months ended June 30, 2024, respectively.
The Company purchases life insurance policies from various funds, directly from policy holders (“Client Direct”), or from Brokers or Agents representing policy holders (collectively “Seller” or “Sellers”). The Company purchased life insurance policies from one Seller that accounted for 11 % of the total policies purchased for the three months ended June 30, 2025 and two Sellers that accounted for 13 % and 11 % of the total policies purchased for six months ended June 30, 2025, respectively. The Company purchased life insurance policies from one Seller that accounted for 54 % and of the total policies purchased for the three months ended June 30, 2024 and three Sellers that accounted for 37 %, 11 % and 10 % of the total policies purchased for the six months ended June 30, 2024, respectively.
3.BUSINESS COMBINATIONS
Carlisle Acquisition
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On July 18, 2024, the Company entered into a share purchase agreement to acquire 100 % of Carlisle Management Company S.C.A., a corporate partnership limited by shares established under the laws of Luxembourg (“CMC”), Carlisle Investment Group S.A.R.L., a private limited liability company incorporated under the laws of Luxembourg (“CIG,” and together with CMC, “Carlisle”), a leading Luxembourg-based investment manager in the life settlement space to incorporate into the Company’s asset management strategy (“Carlisle Acquisition”). The transaction closed on December 2, 2024 (“Carlisle Acquisition Date”). The aggregate Company Fixed Rate Senior Unsecured Notes and Company common stock issued as consideration by the Company at close was approximately $72.7 million and $73.0 million (equivalent to approximately 9.2 million of Company shares issued), respectively. Cash acquired amounted to $3.3 million. No cash consideration was paid as part of the Carlisle Acquisition.
The Carlisle Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”).
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Asset Management reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for U.S. tax purposes when electing Section 338(g) of the U.S. Internal Revenue Code (“IRC”).
The Company finalized the valuations related to the acquired assets and liabilities of Carlisle, except for the valuation of certain intangible assets and related impact on deferred income taxes. Accordingly, these estimates are subject to change during the measurement period, which is up to one year from the Carlisle Acquisition Date, as permitted under GAAP. Any potential adjustments could be material in relation to the values presented in the table below.
The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
| Net Assets Identified | Fair Value | ||||
| Intangibles | $ | ||||
| Current assets | |||||
| Management and performance fee receivable, related party | |||||
| Non-current assets | |||||
| Deferred tax liabilities | ( | ||||
| Accrued expenses | ( | ||||
| Other liabilities | ( | ||||
| Net assets acquired | |||||
| Goodwill | |||||
| Total purchase price | $ | ||||
Intangible assets were comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||
| Management agreements | $ | Multi-period excess earnings method | |||||||||
| Trade name | Relief from royalty method | ||||||||||
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| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||
| Non-compete agreements | With and without method | ||||||||||
| Total fair value | $ | ||||||||||
Pro Forma Results of Operations
The supplemental pro forma financial information in the table below summarizes the combined results of operations for the Carlisle Acquisition as if the Companies were combined for presented reporting periods. The unaudited supplemental pro forma financial information as presented below is for illustrative purposes only and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods. There were no acquisition-related costs or related intangible amortization included in the unaudited pro forma results below.
| Unaudited For The Three Months Ended June 30, | Unaudited For The Six Months Ended June 30, | ||||||||||
| 2024 | 2024 | ||||||||||
| Pro forma revenue | $ | $ | |||||||||
| Pro forma net income | |||||||||||
FCF Acquisition
On August 7, 2024, the Company entered into a definitive agreement to acquire 100 % of FCF Advisors, LLC (“FCF”), a New York based asset manager and index provider specializing in free cash flow-focused investment strategies to incorporate into the Company’s asset management strategy (“FCF Acquisition”). The transaction closed on December 2, 2024 (“FCF Acquisition Date”). The aggregate cash paid and Company common stock issued by the Company at close was approximately $10.2 million, net of cash acquired. The fair value of the shares issued as part of the business combination was $4.6 million (equivalent to approximately 0.6 million of Company shares issued).
The FCF Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”).
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Asset Management reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes.
The Company finalized the valuations related to the acquired assets and liabilities of FCF on June 30, 2025.
The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
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| Net Assets Identified | Fair Value (as previously reported) | Adjustments | Adjusted Fair Value (as finalized on June 30, 2025) | ||||||||
| Intangibles | $ | $ | — | $ | |||||||
| Current Assets | — | ||||||||||
| Deferred tax assets | — | ||||||||||
| Accrued Expenses | ( | ( | ( | ||||||||
| Net assets acquired | ( | ||||||||||
| Goodwill | ( | ||||||||||
| Total purchase price | $ | $ | ( | $ | |||||||
Intangible assets were comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||
| Customer relationships - investment advisory agreements | $ | Multi-period excess earnings method | |||||||||
| Non-compete agreements | With and without method | ||||||||||
| Internally developed and used technology | Relief from royalty method | ||||||||||
| Total fair value | $ | ||||||||||
NIB Acquisition
On April 24, 2025, the Company completed the acquisition of National Insurance Brokerage, LLC ("NIB"), a Delaware limited liability company (the “NIB Acquisition”). NIB was owned by Jay Jackson, Chief Executive Officer of the Company, who held a 25 % beneficial interest in NIB, and KMG Group Holdings, LLC ("KMG"), who held a 75 % beneficial interest in NIB (the "Sellers"). KMG is equally owned by Matthew Ganovsky, K. Scott Kirby, and Sean McNealy, Co-Founders and Presidents of the Company. The Company paid approximately $2.1 million in cash, net of cash acquired, to acquire 100 % of the interest in NIB.
The NIB Acquisition was accounted for as a business combination in accordance with ASC 805, which requires the Company to record the assets acquired and liabilities assumed at fair value as of the acquisition date. The values attributed to intangible assets were based on valuations prepared using Level 3 inputs and assumptions in accordance with ASC Topic 820 “Fair Value Measurements” (“ASC 820”).
Goodwill is calculated as total consideration transferred, net of cash acquired, less identified net assets acquired, and was assigned to the Life Solutions reportable segment. It represents the value that we expect to obtain from growth opportunities from our combined operations and is deductible for tax purposes.
The Company finalized the valuations related to the acquired assets and liabilities of NIB on June 30, 2025. The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.
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| Net Assets Identified | Fair Value (as finalized on June 30, 2025) | ||||
| Intangibles | $ | ||||
| Current assets | |||||
| Deferred tax assets | |||||
| Accrued expenses | ( | ||||
| Net assets acquired | |||||
| Goodwill | |||||
| Total purchase price | $ | ||||
Intangible assets were comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||
| Customer relationships | $ | Multi-period excess earnings method | |||||||||
| Total fair value | $ | ||||||||||
4.REVENUES
Disaggregated Revenue—The disaggregation of the Company’s revenue by major sources is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset management: | |||||||||||||||||||||||
| Related party asset management fees | $ | $ | $ | $ | |||||||||||||||||||
| Asset management fees | |||||||||||||||||||||||
| Related party servicing revenue | |||||||||||||||||||||||
| Portfolio servicing revenue | |||||||||||||||||||||||
| Total asset management revenue | |||||||||||||||||||||||
| Life solutions: | |||||||||||||||||||||||
| Realized gains from life insurance policies held using the fair value method | |||||||||||||||||||||||
| Premiums paid on sold life insurance policies held using the fair value method | ( | ( | ( | ( | |||||||||||||||||||
| Premiums paid on unsold life insurance policies held using the fair value method | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized gains from life insurance policies held using the fair value method | |||||||||||||||||||||||
| Realized and unrealized gains from life insurance policies held using the fair value method | |||||||||||||||||||||||
| Related party realized gains from life insurance policies held using the fair value method | |||||||||||||||||||||||
| Related party premiums paid on sold life insurance policies held using the fair value method | ( | ( | |||||||||||||||||||||
| Related party reversal of unrealized gains from prior quarter related to life insurance policies held using the fair value method | ( | ( | |||||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Related party realized and unrealized gains from life insurance policies held using the fair value method | |||||||||||||||||||||||
| Fee-based services | |||||||||||||||||||||||
| Investment income from life insurance policies held using the investment method | |||||||||||||||||||||||
| Originations | $ | $ | |||||||||||||||||||||
| Total life solutions revenue | |||||||||||||||||||||||
| Technology services: | |||||||||||||||||||||||
| Technology services | |||||||||||||||||||||||
| Total technology services revenue | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Asset Management Balances—The Company has the following asset management related balances recorded within the following accounts in the consolidated balance sheets:
| Balance Sheet Account | June 30, 2025 | December 31, 2024 | |||||||||
| Management and Performance Fee Receivables: | |||||||||||
| Accounts receivable, related party | $ | $ | |||||||||
| Management and performance fee receivable, related party | |||||||||||
| Total management and performance fee receivables | $ | $ | |||||||||
| Retrocession Fee Payable: | |||||||||||
| Other current liabilities | $ | $ | |||||||||
| Retrocession fees payable | |||||||||||
| Total retrocession fees payable | $ | $ | |||||||||
Contract Balances—We had no contract assets at June 30, 2025 and December 31, 2024. The balances of contract liabilities arising from originated contracts with customers were as follows:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Contract liabilities, deposits on pending settlements | $ | $ | |||||||||
| Total contract liabilities | $ | $ | |||||||||
Revenue recognized during the first quarter of 2025 that was included in our contract liabilities balance at December 31, 2024 was $1,805,250 .
5.LIFE SETTLEMENT POLICIES
As of June 30, 2025, the Company held 600 life settlement policies, of which 595 were accounted for using the fair value method and 5 were accounted for using the investment method (cost, plus premiums paid). Aggregate face value of policies held at fair value was $1,138,815,252 as of June 30, 2025, with a corresponding fair value of $386,144,698 . The aggregate face value of policies accounted for using the
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investment method was $2,225,000 as of June 30, 2025, with a corresponding carrying value of $1,109,808 . Differences between the face value and the net death benefit of certain policies is due to return of premium policies offset by loans on policies.
As of December 31, 2024, the Company held 719 life settlement policies, of which 714 were accounted for under the fair value method and 5 were accounted for using the investment method (cost, plus premiums paid). The aggregate face value of policies held at fair value was $1,295,788,355 as of December 31, 2024, with a corresponding fair value of $370,398,447 . The aggregate face value of policies accounted for using the investment method was $2,225,000 as of December 31, 2024, with a corresponding carrying value of $1,083,977 .
At June 30, 2025, the Company did not have any contractual restrictions on its ability to sell policies, including those held as collateral for the issuance of long-term debt. Refer to Note 14, Long-Term Debt, for further details.
Life expectancy reflects the probable number of years remaining in the life of a class of persons determined statistically, affected by such factors as heredity, physical condition, nutrition, and occupation. It is not an estimate or an indication of the actual expected maturity date or indication of the timing of expected cash flows from death benefits. The following tables summarize the Company’s life insurance policies grouped by remaining life expectancy as of June 30, 2025:
Policies Carried at Fair Value:
| Remaining Life Expectancy (Years) | Policies | Face Value | Net Death Benefit | Fair Value | ||||||||||||||||||||||
| 0-1 | $ | $ | $ | |||||||||||||||||||||||
| 1-2 | ||||||||||||||||||||||||||
| 2-3 | ||||||||||||||||||||||||||
| 3-4 | ||||||||||||||||||||||||||
| 4-5 | ||||||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
Policies Accounted for Using the Investment Method:
| Remaining Life Expectancy (Years) | Policies | Face Value | Net Death Benefit | Carrying Value | ||||||||||||||||||||||
| 4-5 | $ | $ | $ | |||||||||||||||||||||||
| Thereafter | ||||||||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||||||||
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Estimated premiums to be paid by the Company for its portfolio accounted for using the investment method during each of the five succeeding calendar years and thereafter as of June 30, 2025, are as follows:
| 2025 remaining | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
The Company is required to pay premiums to keep its portion of life insurance policies in force. The estimated total future premium payments could increase or decrease significantly to the extent that actual mortalities of insureds differ from the estimated life expectancies.
6.PROPERTY AND EQUIPMENT—NET
Property and equipment balances are composed of the following:
| June 30, 2025 | December 31, 2024 | ||||||||||
| Computer equipment | $ | $ | |||||||||
| Furniture and fixtures | |||||||||||
| Leasehold improvements | |||||||||||
| Property and equipment—gross | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Property and equipment—net | $ | $ | |||||||||
Depreciation expense for the three months ended June 30, 2025 and 2024, was $87,716 and $44,418 , respectively. Depreciation expense for the six months ended June 30, 2025 and 2024, was $154,542 and $59,363 , respectively.
7.GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill of $238,921,108 was recognized as a result of the business combinations, which represent the excess fair value of consideration over the fair value of the underlying net assets. Refer to Note 3, Business Combinations, for further discussion.
The changes in the carrying amount of goodwill by reportable segments were as follows:
| Reportable Segment | December 31, 2024 | Additions | Adjustments | June 30, 2025 | ||||||||||
| Life Solutions | $ | $ | $ | $ | ||||||||||
| Asset Management | ( | |||||||||||||
| Total | $ | $ | $ | ( | $ | |||||||||
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Intangible assets acquired comprised of the following:
| Asset Type | Fair Value | Useful Life | Valuation Methodology | ||||||||||||||
| Management agreements | $ | Multi-period excess-earnings method | |||||||||||||||
| Customer relationships | Multi-period excess-earnings method | ||||||||||||||||
| Non-compete agreements | With or Without Method | ||||||||||||||||
| Internally developed and used technology | Replacement Cost Method | ||||||||||||||||
| Trade Name | Relief from Royalty Method | ||||||||||||||||
| State Insurance Licenses | Indefinite | Replacement Cost Method | |||||||||||||||
| Trade Name | Indefinite | Relief from Royalty Method | |||||||||||||||
| Total | $ | ||||||||||||||||
Intangible assets and related accumulated amortization are as follows:
| June 30, 2025 | ||||||||||||||||||||
| Gross Value | Accumulated Amortization | Net Book Value | ||||||||||||||||||
| Definite-Lived Intangible Assets: | ||||||||||||||||||||
| Management agreements | $ | $ | $ | |||||||||||||||||
| Customer relationships | ||||||||||||||||||||
| Non-compete agreements | ||||||||||||||||||||
| Internally developed and used technology | ||||||||||||||||||||
| Trade Name | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Indefinite-Lived Intangible Assets: | ||||||||||||||||||||
| State Insurance Licenses | $ | $ | — | $ | ||||||||||||||||
| Trade Name | — | |||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
All intangible assets with finite useful lives are subject to amortization when they are available for their intended use. Amortization expense for definite-lived intangible assets was $4,667,987 and $1,682,083 for the three months ended June 30, 2025 and 2024, respectively. Amortization expense for definite-lived intangible assets was $9,301,141 and $3,364,167 for the six months ended June 30, 2025 and 2024, respectively.
Estimated annual amortization of intangible assets for the next five years ending December 31 and thereafter is as follows:
| 2025 remaining | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
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The Company also had other intangible assets of $476,038 and $962,983 , net of related amortization, as of June 30, 2025 and December 31, 2024, respectively.
8.AVAILABLE-FOR-SALE SECURITIES, AT FAIR VALUE
Convertible Promissory Note—The Company holds investments in convertible promissory notes in two 1,000,000 each. The value of the combined investment in these two 3,287,463 and $2,205,904 as of June 30, 2025 and December 31, 2024, respectively. The first note bears an annual interest rate of 8 % and matures on September 30, 2025. The second note bears an annual interest rate of 5 % and matures on October 15, 2028. As part of the agreement for the investment in the second note, the Company has a commitment to invest an additional $1,000,000 during 2025.
The Company applies the available-for-sale method of accounting for its investments in the Convertible Promissory Notes, which are debt investments. The Convertible Promissory Notes do not qualify for either the held-to-maturity method due to the Convertible Promissory Notes’ conversion rights or the trading securities method because the Company holds the Convertible Promissory Notes as long-term investments. The Convertible Promissory Notes are measured at fair value at each reporting period-end. Unrealized gains and losses are reported in other comprehensive income until realized. As of June 30, 2025 and December 31, 2024, the Company evaluated the fair value of its investments and determined that the fair value approximates the carrying value of $3,287,463 and $2,205,904 , which includes accrued accumulated non-cash interest income of $287,463 and $205,904 , respectively. There was no 44,125 and $19,945 , respectively. Interest income recognized for the six months ended June 30, 2025 and 2024 was $81,559 and $59,640 , respectively.
9.OTHER INVESTMENTS AND OTHER ASSETS
Other Investments—The Company owns convertible preferred and common stock in four and two unrelated entities as of June 30, 2025 and December 31, 2024, respectively. The value of the combined investment in these four and two entities was $9,850,000 and $1,850,000 as of June 30, 2025 and December 31, 2024, respectively.
During the first quarter of 2025, the Company acquired $3,000,000 convertible preferred stock and $5,000,000 common stock in two separate unrelated entities, respectively. The investment of $5,000,000 in common stock was purchased by issuing series A convertible preferred stock. Refer to Note 15 Convertible Preferred Stock and Stockholders’ Equity for further information.
The Company applies the measurement alternative for its investments in the common stock and preferred stock because these investments are of an equity nature, and the Company does not have the ability to exercise significant influence over operating and financial policies of entities even in the event of conversion of preferred stock. Under the measurement alternative, the Company records the investment based on original cost, less impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the investee. The Company’s share of income or loss of such companies is not included in the Company’s consolidated statements of operations and comprehensive income (loss). The Company tests its investments for impairment whenever circumstances indicate that the carrying value of the investment may not be recoverable. No
Other Assets—The Company’s other assets are composed of the following:
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| June 30, 2025 | December 31, 2024 | ||||||||||
| Note receivable | $ | $ | |||||||||
| Restricted cash deposits in compliance with various regulations | |||||||||||
| Other | |||||||||||
| Total other assets | $ | $ | |||||||||
On April 4, 2025, the Company lent $7,000,000 to unrelated party and recorded a note receivable. The note receivable matures on April 4, 2028. In addition, the Company charged 25 % paid in kind lender fees of $1,750,000 and added to the principal and recorded in other income in the Company’s consolidated statements of operations and comprehensive income (loss). The note receivable carries a fixed interest of 7 % plus the monthly Secured Overnight Financing Rate (“SOFR”) rate that is due monthly. The note receivable is guaranteed by 100% of the borrower’s assets. Paid in kind added to the principal interest income recognized for the three months ended June 30, 2025 was $236,197 . Paid in kind added to the principal interest income recognized for the six months ended June 30, 2025 was $236,197 .
10.CONSOLIDATION OF VARIABLE INTEREST ENTITIES
The Company consolidates VIEs for which it is the primary beneficiary or VIEs for which it controls through a majority voting interest or other arrangement. See Note 2, Summary of Significant Accounting Policies of our 2024 Annual Report, for more information on how the Company evaluates an entity for consolidation.
The Company evaluated any entity in which it had a variable interest upon formation to determine whether the entity should be consolidated. The Company also evaluated the consolidation conclusion during each reconsideration event, such as changes in the governing documents or additional equity contributions to the entity. During the three and six months ended June 30, 2025, the Company’s consolidated VIEs, LMA Income Series II LP, LMX Series LLC (LMATT Series 2024, Inc.), and LMA Income Series, LP, had total assets of $166,887,084 and liabilities of $119,258,043 as of June 30, 2025. For the year ended December 31, 2024, the Company’s consolidated VIEs, LMA Income Series II LP, LMX Series LLC (LMATT Series 2024, Inc.), and LMA Income Series, LP, had total assets and liabilities of $169,322,167 and $143,200,287 as of December 31, 2024. The Company did not deconsolidate any entities during the period ended June 30, 2025, or during the year ended December 31, 2024.
During 2025, the Company established Abacus Enhanced Income Fixed LP, Abacus Enhanced Income Plus LP, Abacus Premiere Income Fixed LP, and Abacus Premiere Income Plus LP (collectively the “LP Funds”) and respective wholly owned general partner entities for the purpose of managing the LP Funds and servicing the policies invested by the LP Funds. The Company concluded that it does not have a controlling financial interest in the LP Funds pursuant to ASC 810. It was determined that the Company’s management has significant influence over the significant activities of the unconsolidated LP Funds through contract but does not have significant economic interest through equity or otherwise. As a result, life policy sales or fees charged to the LP Funds are considered related party activities. Refer to Note 4 Revenues and Note 19 Related Parties for additional information.
11.SEGMENT REPORTING
Segment Information—During the first quarter of 2025, the Company updated how it organizes its business. The Company organizes its business into three reportable segments (1) Asset Management, (2) Life Solutions, and (3) Technology Services, which all generate revenue and incur expenses in different manners.
This segment structure reflects the financial information and reports used by the Company’s management, specifically its chief operating decision maker (CODM), to make decisions regarding the
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Company’s business, including resource allocations and performance assessments, as well as the current operating focus in compliance with ASC 280, Segment Reporting. The Company’s CODM is the President and Chief Executive Officer. The Company’s reportable segments are not aggregated.
The Asset Management segment generates revenues by providing asset management services primarily to institutional investors alongside private clients investing in uncorrelated, and longevity-based assets, fixed-income replacement strategies and free cash flow based investment solutions. The revenue is determined by the asset management agreements with the individual investment vehicles. It also generates revenues by providing policy servicing activities to customers on a contract basis (legacy Portfolio Servicing segment).
The Life Solutions segment generates revenues by buying, selling, and trading policies, and maintaining policies until receipt of death benefits (legacy Active Management segment). It also generates revenue by originating life insurance policy settlements between investors or buyers, and the sellers, who is often the original policy owner (legacy Originations segment). The policies are purchased from owners or other providers through advisors, brokers, or directly through the owner.
The Technology Services segment generates revenues by providing real-time mortality verification, missing participant verification, and other services specific to the life insurance market services to customers on a contract basis.
The Company’s method for measuring profitability on a reportable segment basis is gross profit. The CODM does not review disaggregated assets by segment. The Company’s CODM periodically reviews cost of revenues by segment and treats it as a significant segment expense.
Revenue related to the Company’s reportable segments is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset management | $ | $ | $ | $ | |||||||||||||||||||
| Life solutions | |||||||||||||||||||||||
| Technology services | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
Cost of revenue (including stock-based compensation) related to the Company’s reportable segments is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset management | $ | $ | $ | $ | |||||||||||||||||||
| Life solutions | |||||||||||||||||||||||
| Technology services | |||||||||||||||||||||||
| Total cost of revenue (including stock-based compensation) | $ | $ | $ | $ | |||||||||||||||||||
Gross profit related to the Company’s reportable segments and the reconciliation of the total gross profit to net income (loss) is as follows:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Asset management | $ | $ | $ | $ | ( | ||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Life solutions | |||||||||||||||||||||||
| Technology services | ( | ( | |||||||||||||||||||||
| Total gross profit | |||||||||||||||||||||||
| Sales and marketing | ( | ( | ( | ( | |||||||||||||||||||
| General and administrative (including stock-based compensation) | ( | ( | ( | ( | |||||||||||||||||||
| Depreciation and amortization expense | ( | ( | ( | ( | |||||||||||||||||||
| Other income | |||||||||||||||||||||||
| Gain (loss) on change in fair value of warrant liability | ( | ( | |||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Gain (loss) on change of fair value of debt | ( | ( | |||||||||||||||||||||
| Unrealized (loss) gain on investments | ( | ( | |||||||||||||||||||||
| Realized gain on equity securities, at fair value | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net (income) loss attributable to non-controlling interest | ( | ( | |||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | $ | $ | $ | ( | ||||||||||||||||||
Segment gross profit is defined as revenues less cost of sales, excluding depreciation and amortization. Expenses below the gross profit line are not allocated across operating segments, as they relate primarily to the overall management of the consolidated entity.
Revenue by geographic location:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||||||||
| Luxembourg | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||||||||
12.COMMITMENTS AND CONTINGENCIES
Legal Proceedings—Occasionally, the Company may be subject to various proceedings such as lawsuits, disputes, or claims. The Company assesses these proceedings as they arise and accrues a liability when
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losses are probable and reasonably estimable. Although legal proceedings are inherently unpredictable, the Company is currently not aware of any matters that, if determined adversely to the Company, would individually, or taken together, have a material adverse effect on the Company’s business, financial position, results of operations, or cash flows.
Available-For-Sale Securities, at Fair Value—Refer to Note 8 Available-For-Sale Securities, at Fair Value for an additional commitment as of June 30, 2025 to purchase $1,000,000 in convertible promissory notes from one investee.
Commitment—The Company has entered into a Strategic Services and Expenses Support Agreement (“SSES” or “Expense Support Agreement”) with the Providers in exchange for an option to purchase the outstanding equity ownership of the Providers. Pursuant to the Expense Support Agreement, the Company provides financial support and advice for the expenses of the Providers incurred in connection with their life settlement transactions businesses and the Providers are required to hire a life settlement transactions operations employee of an affiliate of the Company. No later than December 1 of each calendar year, the Company provides a budget for the Providers, in which the Company commits to extend financial support for all operating expenses up to the budgeted amount. “Operating Expenses” for purposes of the Expense Support Agreement means all annual operating expenses of the Providers incurred in the ordinary course of business, excluding the premiums paid for the Providers insurance coverages that are allocable to the insurance coverage provided to the Providers, which owns all the outstanding membership interests of the Providers if unrelated to the Providers settlement business. This agreement will expire at the end of 2025 and will not be renewed.
13.FAIR VALUE MEASUREMENTS
The Company determines fair value based on assumptions that market participants would use in pricing an asset or a liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
•Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.
•Level 2 inputs: Other than quoted prices in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.
•Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
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Recurring Fair Value Measurements—The assets and liabilities measured at estimated fair value on a recurring basis and their corresponding placement in the fair value hierarchy are presented in the tables below.
| Fair Value Hierarchy | |||||||||||||||||||||||
| As of June 30, 2025 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Life settlement policies, at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Available-for-sale securities, at fair value | |||||||||||||||||||||||
| Total assets held at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Current portion of long-term debt, at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Private Placement Warrants | |||||||||||||||||||||||
| Total liabilities held at fair value: | $ | $ | $ | $ | |||||||||||||||||||
| Fair Value Hierarchy | |||||||||||||||||||||||
| As of December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||
| Assets: | |||||||||||||||||||||||
| Life settlement policies, at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Available-for-sale securities, at fair value | |||||||||||||||||||||||
| Total assets held at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||
| Current portion of long-term debt, at fair value | $ | $ | $ | $ | |||||||||||||||||||
| Long-term debt, at fair value | |||||||||||||||||||||||
| Private Placement Warrants | |||||||||||||||||||||||
| Total liabilities held at fair value: | $ | $ | $ | $ | |||||||||||||||||||
Life Settlement Policies—For all policies purchased after June 30, 2023, the Company accounts for owned life settlement policies using the fair value method. There have been no changes to the fair value methodology since June 30, 2023, but we have expanded our disclosures. Prior to June 30, 2023, the Company elected to use either the fair value method or the investment method (cost, plus premiums paid). The valuation method is chosen upon contract acquisition and is irrevocable.
For policies carried at fair value, the valuation is based on Level 3 inputs that reflect our assumptions about what factors market participants would use in pricing the asset. Fair value is determined using a discounted cash flow (“DCF”) with Monte Carlo simulation to determine the fair value of each policy. This model uses a discount rate based on historical trade spreads applied to the policies in inventory analyzed by risk category. The Monte Carlo simulation is applied to each policy to generate one million mortality scenario simulations which provides a comprehensive distribution of potential outcomes and calculates expected cash flows. In certain circumstances, if there is a verbal commitment to purchase a specific policy as of the balance sheet date, we use that transaction price as the fair value as we believe it is a more precise estimate of exit price than that determined using historical data. Further information about the inputs to the valuation are listed below:
•Risk-Based Discount Rate: Each policy's discount rate is determined based on its proprietary risk score (1-5 scale), with discount rates directly calibrated to historical trade spread data for policies within the same risk category. This transaction-based approach ensures that discount rates reflect actual transaction pricing rather than theoretical market rates.
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•Historical trade spread: Each policy is fundamentally anchored by historical trade spreads for policies that the Company has transacted over recent years. These historical trade spreads represent the internal rates of return (“IRR") that equate the discounted cash flows of sold policies to their actual sale prices, providing direct market-based discount rates for the valuation model. These trade spreads include policies sold to third parties and to funds that are managed by us as the general partner, which we consider to be related parties. We believe these trades are representative of the market price at the time of the transaction. The discount rates used in the discounted cash flow calculations are derived from these historical trade spreads, categorized by risk score.
•Risk Score: Each policy is assigned a proprietary risk score from 1 to 5, with 5 being higher risk, based on multiple factors including insured age, life expectancy, life expectancy extension ratio, survival probability at breakeven, maturity probability, and risk-adjusted return on capital metrics.
•Life expectancy: Survival curves are generated using the Society of Actuaries 2015 VBT mortality tables adjusted by mortality ratings to achieve risk-adjusted life expectancies. For policies with multiple insureds, joint survival probabilities are calculated using statistical modeling techniques.
The Company performs quarterly lookback analysis to validate current valuations against actual market transactions. The quarterly lookback reviews policies sold during the current quarter and compares sale prices to fair value measures as of the prior quarter.
Risk Metrics and Portfolio Analysis
Expected Tail Loss (“ETL99”): The Company calculates Expected Tail Loss at the 99th percentile, representing the weighted average of net present values in the worst 1% of simulated scenarios. This metric is used in conjunction with average net present value (“NPV”) to derive Risk-Adjusted Return on Capital (“RAROC”) ratios for individual policies and portfolio-level risk assessment.
Portfolio Diversification: When evaluating policies as part of a portfolio, the Company performs correlated analysis across all holdings, recognizing that combining policies with varying risk profiles can mitigate tail risk exposure while maintaining expected returns.
Data Sources: Valuations are fundamentally based on historical trade spread analysis from over 1 thousand policy transactions, representing actual transaction-based IRRs by risk category. Current market conditions are incorporated through ongoing discussions with investors such as institutional asset managers, credit unions, regional banks, and reinsurers, and proprietary risk modeling developed from the Company's transaction history.
The following table provides quantitative information about significant unobservable inputs for Level 3 fair value measurements as of June 30, 2025:
| Fair Value | Valuation Technique | Significant Unobservable Inputs | Weighted Average | Range | ||||||||||||||||||||||
| $ | Discounted cash flow with Monte Carlo simulation | Discount rate supported by historical trade spreads by risk category | ||||||||||||||||||||||||
| Historical trade spreads by risk category | ||||||||||||||||||||||||||
| Life expectancy (months) | ||||||||||||||||||||||||||
| Risk score | ||||||||||||||||||||||||||
1 Historical trade spread represents the average trade spread on a quarterly basis over the last 8 quarters.
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For life settlement policies carried using the investment method, the Company measures these at the cost of the policy plus premiums paid. The policies accounted for using the investment method totaled $1,109,808 and $1,083,977 at June 30, 2025 and at December 31, 2024, respectively.
Discount Rate Sensitivity—16 % was determined to be the weighted average discount rate used to estimate the fair value of policies held by the Company and its investment funds. If the discount rate increased or decreased by one percentage points and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of June 30, 2025, would be as follows:
| Fair Value | Change in Fair Value | Implied Trade Spread | |||||||||||||||
| +1% | $ | $ | ( | % | |||||||||||||
| No change | % | ||||||||||||||||
| -1% | % | ||||||||||||||||
Historical Trade Spread Sensitivity—While the weighted average discount rate can fluctuate based on the overall mix of policies included in the company's portfolio at any given time, the discount rates are determined using historical trade spreads by risk category, which have a more consistent weighted average. As a result, we have supplementally added an additional sensitivity analysis for trade spreads. The fair value of life settlement policies is sensitive to changes in key unobservable inputs used to estimate the fair value of policies held by the Company and its investment funds. If the historical trade spread increased or decreased by one percentage points and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of June 30, 2025, would be as follows:
| Fair Value | Change in Fair Value | ||||||||||
| +1% | $ | $ | |||||||||
| No change | |||||||||||
| -1% | ( | ||||||||||
Credit Exposure to Insurance Companies—The following table provides information about the life insurance issuer concentrations that exceed 10% of total face value or 10% of total fair value of the Company’s life insurance policies as of June 30, 2025:
| Carrier | Percentage of Face Value | Percentage of Fair Value | Carrier Rating1 | ||||||||||||||
| Transamerica | % | % | A | ||||||||||||||
| Lincoln National Life Insurance Company | % | % | A | ||||||||||||||
| John Hancock Life Insurance Company (U.S.A.) | % | % | A+ | ||||||||||||||
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1 Carrier ratings are based on AB Best ratings.
The following table provides a rollforward of the fair value of life insurance policies for the six months ended June 30, 2025:
| Fair value at December 31, 2024 | $ | ||||
| Policies purchased | |||||
| Matured/sold policies | ( | ||||
| Realized gain on matured/sold policies | |||||
| Premiums paid | ( | ||||
| Unrealized gain on held policies | |||||
| Change in estimated fair value | |||||
| Realized gain on matured/sold policies | ( | ||||
| Premiums paid | |||||
| Fair value at June 30, 2025 | $ | ||||
Long-Term Debt—See Note 14, Long-Term Debt, for background information on the market-indexed debt. The Company elected the fair value option in accounting for certain debt instruments. Fair value is determined using Level 3 inputs. The valuation methodology for the LMATT notes was based on the Black-Scholes-Merton option-pricing formula and a discounted cash flow analysis. Inputs to the Black-Scholes-Merton model included (i) the S&P 500 Index price, (ii) S&P 500 Index volatility, (iii) a risk-free rate based on data published by the US Treasury, and (iv) a term assumption based on the contractual term of the LMATT Notes. The discounted cash flow analysis included a discount rate that was based on the implied discount rate developed by calibrating a valuation model to the purchase price on the initial investment date. The implied discount rate was evaluated for reasonableness by benchmarking it to yields on actively traded comparable securities. The last of the LMATT notes was paid off in January 2025 based on the historical cost of $11,229,560 as of December 31, 2024. As a result, the accumulated total change in fair value of the debt was reversed resulting in a gain of $— and $(3,362,103 ) for the three and six months ended June 30, 2025, respectively, which is included within the gain on change in fair value of debt within the consolidated statement of operations and comprehensive income (loss).
The following table provides a rollforward of the fair value of the outstanding debt for the six months ended June 30, 2025:
| Fair value at December 31, 2024 | $ | ||||
| Debt issued to third parties | |||||
| Repayment of debt | ( | ||||
| Unrealized gain on change in fair value (risk-free) | ( | ||||
| Change in estimated fair value of debt | ( | ||||
| LMA Income Series, LP excess return accrual | |||||
| Deferred issuance costs | |||||
| Fair value at June 30, 2025 | $ | ||||
Private Placement Warrants—The Company has 8,900,000 one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that (a) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees and (b) the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will be entitled to registration rights. If the Private
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Placement Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
Private Placement Warrants were accounted for as liabilities in accordance with ASC 815-40. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented separately in the consolidated statements of operations and comprehensive income (loss).
The Private Placement Warrants were considered a Level 3 fair value measurement using a binomial lattice model in a risk-neutral framework. The binomial lattice model’s primary unobservable input utilized in determining the fair value of the Private Placement Warrants is the expected volatility of the common stock. The implied volatility as of the reporting date was derived from observable public warrant traded price.
The following table presents the key assumptions in the analysis as of the Merger Closing Date:
| Private Placement Warrants | |||||
| Expected implied volatility | de minimis | ||||
| Risk-free interest rate | |||||
| Term to expiration | |||||
| Exercise price | $ | ||||
| Common Stock Price | $ | ||||
| Dividend Yield | |||||
The subsequent changes in the value of the private warrants is based on the changes in the value of the public warrants as of the relevant reporting date due to mostly identical terms between the Private Placement Warrants and the Public warrants, except as noted above. The noted exceptions were determined not to have a significant impact on the valuation of the Private Placement Warrants when using the change in the value of the Public Warrants.
On June 30, 2025, the Company filed an exchange offer to warrant holders to redeem all outstanding Public Warrants and Private Placement Warrants in exchange for the Company’s common stock at a rate of 0.23 common shares per each outstanding warrant. Refer to Note 22 Subsequent Events for additional information.
Available-for-Sale Investment—The convertible promissory notes are classified as an available-for-sale securities. Available-for-sale investments are subsequently measured at fair value. Unrealized holding gains and losses are excluded from earnings and reported in other comprehensive income until realized. The Company determines fair value of its available-for-sale investments using unobservable inputs by considering the initial investment value, next round financing, and the likelihood of conversion or settlement based on the contractual terms in the agreement. As of June 30, 2025 and December 31, 2024, the Company evaluated the fair value of its Convertible Promissory Notes and determined that the fair value approximates the carrying value of $3,287,463 and $2,205,904 , respectively.
Financial Instruments Where Carrying Value Approximates Fair Value—The carrying value of cash and cash equivalents, accounts receivables, accounts receivable, related party, income tax receivables, accrued expenses, and other current liabilities approximates fair value due to the short-term nature of their maturities.
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14.LONG-TERM DEBT
Outstanding principal balances of long-term debt is comprised of the following:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
| Maturity Date | Cost | Fair value | Cost | Fair value | ||||||||||||||||||||||
| Market-indexed notes, at fair value: | ||||||||||||||||||||||||||
| LMATT Series 2024, Inc. | December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||||
| Secured borrowing, at fair value: | ||||||||||||||||||||||||||
| Senior Secured Credit Facility | December 10, 2030 | |||||||||||||||||||||||||
| LMA Income Series, LP | December 31, 2025 | |||||||||||||||||||||||||
| LMA Income Series II, LP | March 31, 2026 | |||||||||||||||||||||||||
| Deferred issuance costs | ( | ( | ( | ( | ||||||||||||||||||||||
| Unsecured borrowing: | ||||||||||||||||||||||||||
| Fixed Rate Senior Unsecured Notes | November 15, 2028 | |||||||||||||||||||||||||
| Sponsor PIK Note | July 5, 2028 | |||||||||||||||||||||||||
| Deferred issuance costs and discounts | ( | ( | ( | ( | ||||||||||||||||||||||
| Total debt | ||||||||||||||||||||||||||
| Less current portion of long-term debt | ( | ( | ( | ( | ||||||||||||||||||||||
| Total long-term debt | $ | $ | $ | $ | ||||||||||||||||||||||
Fixed Rate Senior Unsecured Notes
On November 10, 2023, the Company issued $35,650,000 in fixed rate senior unsecured notes (“Fixed Unsecured Notes”). The net proceeds after related debt issue costs, were used by the Company to repay debt and for general corporate purposes. The Fixed Unsecured Notes are based on a fixed interest rate of 9.875 % to be paid in quarterly interest payments beginning on February 15, 2024 and mature on November 15, 2028. The Company has the option to redeem the Fixed Unsecured Notes in whole or in part at a price of 100 % of the outstanding principal balance on or after February 15, 2027. The notes will be senior unsecured obligations of the Company and will rank equal in right of payment to all of the Company’s other senior unsecured indebtedness from time to time outstanding.
On February 15, 2024, the Company issued an additional $25,000,000 as part of the previously issued Fixed Unsecured Notes. The net proceeds, after related debt issue costs, were used by the Company for general corporate purposes.
On December 2, 2024, the Company issued an additional $72,727,075 as part of the previously issued Fixed Unsecured Notes as consideration for the Carlisle Acquisition.
Senior Secured Credit Facility
On December 10, 2024 (the “Senior Secured Credit Facility Closing Date” or “SSCF Closing Date”), the Company entered into a Credit Agreement (the “Senior Secured Credit Facility” or “SSCF”), among the Company, as borrower, and affiliates of Sagard Senior Lending Partners Holdings II LP and Värde Partners, as lenders, and other persons from time to time party thereto (the “SSCF Lenders”), and GLAS USA LLC, as Administrative Agent and Collateral Agent for the SSCF Lenders thereunder. The SSCF provided credit extensions for (i) an initial term loan in an aggregate principal amount of $100,000,000 upon the closing of the SSCF and (ii) optional delayed draw term loans in an aggregate principal amount of up to
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$50,000,000 that are available for 180 days after the SSCF Closing Date (“DDTL Facility”), subject to the requirement that on each delayed draw date, the proceeds are used for operations, including the purchase of life settlement policies, to support its overall business strategy, for working capital purposes, and for general corporate purposes, which may include funding previously announced and future acquisitions and repayment and refinancing of its indebtedness. The SSCF and any drawn amounts under the DDTL Facility mature on December 10, 2030, with quarterly amortization payments of (i) 1.00 % per annum of the aggregate principal amount of the initial facility outstanding as of the SSCF Closing Date and DDTL Facility to the extent borrowed and (ii) additional amortization payments based on the Company’s Consolidated Adjusted EBITDA, in each case with the remaining outstanding principal amount due on the maturity date.
The interest rate is based an adjusted term Secured Overnight Financing Rate (“SOFR”), which was calculated as term SOFR plus a fixed rate of 5.25 % per annum with a stepdown to 5.00 % if the Company achieves certain metrics related to Consolidated Adjusted EBITDA and Total Leverage Ratios. In addition, undrawn amounts committed under the Delayed Draw Facility bear a commitment fee until such commitments are drawn or cancelled. The loan may be prepaid at any time in amounts of $1.0 million or greater, subject to a premium equal to 1.00 % of the amount prepaid if prepaid prior to the 12-month anniversary of funding.
The SSCF contains customary covenants for financings of this type including financial maintenance and restrictive covenants, such as the aggregate asset value held at the loan parties to the sum of the outstanding principal amounts of the loans. The SSCF restricts the payment of dividends and distributions and the ability of the Company to make certain investments, incur certain indebtedness and liens and sell assets, in each case subject to important exceptions. The SSCF also includes various financial covenants, each measured on a quarterly basis, including (A) a maximum Secured Leverage Ratio (as defined in the SSCF Credit Agreement), (B) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the SSCF Credit Agreement) and (C) a minimum Asset Coverage Ratio (as defined in the SSCF Credit Agreement). In addition, the SSCF Credit Agreement includes customary events of default, including failure to pay interest or principal in a timely manner, failure to comply with covenants, cross-defaults to other material indebtedness, certain bankruptcy related events and subject to certain threshold and notices requirements as set forth in the Credit Agreement. The Company is in compliance with its debt covenants as of June 30, 2025.
In connection with the SSCF, certain wholly owned and material subsidiaries of the Company issued a guaranty with respect to the obligations of the Company under the SSCF Credit Agreement and related documents (the “SSCF Credit Facility Guaranty”). Additionally, the Company and the guarantors party to the SSCF Credit Facility Guaranty entered into a security agreement (the “SSCF Credit Facility Security Agreement”) which secures the SSCF Credit Facility on primarily all assets of the Company and each guarantor on a first lien basis to the exclusion of certain Excluded Assets (as defined in the SSCF Credit Agreement), including the life insurance policies owned by the Company and each Guarantor.
LMATT Series 2024, Inc. Market-Indexed Notes
On March 31, 2022, LMATT Series 2024, Inc., which the Company consolidates for financial reporting, issued $10,166,900 in market-indexed private placement notes. The note, titled the Longevity Market Assets Target-Term Series (LMATTS) 2024, was a market-indexed instrument designed to provide upside performance exposure of the S&P 500 Index, while limiting downward exposure. The note matured in December of 2024, the principal, plus the return based upon the S&P 500 Index were repaid in January 2025. The note had a feature to protect debt holders from market downturns, up to 40 %. Any subsequent losses below the 40 % threshold were to reduce the note on a one -to-one basis. As of June 30, 2025, $— of the principal amount remained outstanding.
During January 2025, the Company paid $11,229,560 to extinguish the notes.
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The notes were held at fair value, which represented the exit price, or anticipated price to transfer the liability to a third party. As of June 30, 2025 and December 31, 2024, the fair value of the LMATT Series 2024, Inc. notes was $— and $14,591,663 , respectively.
The notes were secured by the assets of the issuing entities, which included cash, S&P 500 call options, and life settlement policies. The notes’ agreements did not restrict the trading of life settlement contracts prior to maturity of the note, as total assets of the issuing companies are considered as collateral. There were also no restrictive covenants associated with the notes.
LMA Income Series, LP and LMA Income Series, GP LLC Secured Borrowing
On September 2, 2022, LMA Income Series, GP, LLC, wholly owned and controlled by that LMA Series, LLC, formed a limited partnership, LMA Income Series, LP (“LMAIS”), and subsequently issued partnership interests to limited partners in a private placement offering. The initial term of the offering was three years ending in December 2025 with the ability to extend for two additional one-year periods at the discretion of the general partner, LMA Income Series, GP, LLC. The limited partners received an annual dividend of 6.5 % paid quarterly and 25 % of returns in excess of a 6.5 % internal rate of return capped at 9 %, which would require a 15 % net internal rate of return. The General Partner received 75 % of returns in excess of a 6.5 % internal rate of return to limited partners then 100 % in excess of a 15 % net internal rate of return.
It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the three and six months ended June 30, 2025.
The private placement offerings proceeds were used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, served as the portfolio manager for the financial asset portfolio, which included investment sourcing and monitoring. In this role, LMA has the unilateral ability to acquire and dispose of any of the above investments. As the partnership does not represent a business in accordance with ASC 810 and is a consolidated subsidiary that only holds financial assets, this represents a transfer subject to ASC 860-10. As the financial assets are not transferred outside the consolidated group, the proceeds from the offering shall be classified as a liability unless it meets the definition of a participating interest and the derecognition criteria in ASC 860 are met. The transferred interest did not meet the definition of a participating interest as LMA possesses the unilateral ability to direct the sale of the financial assets (ASC 860-10-50-6A(d)). In accordance with ASC 860-30-25-2, as the transfer of the financial assets did not meet the definition of a participating interest, LMA recognizes the proceeds received from the offering as a secured borrowing.
Dividends paid and accrued were included in interest expense. The excess dividend returns were not paid by LMA Income Series, LP until termination, were considered non-cash interest expense, and were included in the principal balance outstanding. As of June 30, 2025 and December 31, 2024, $143,630 and $949,229 in non-cash interest expense was added to the outstanding principal balance, respectively.
During 2025, the Company paid $22,982,303 to extinguish this secured borrowing.
LMA elected to account for the secured borrowing at fair value under the collateralized financing entity guidance within ASC 810-10-30. As of June 30, 2025 and December 31, 2024, the fair value of the secured borrowing was $— and $22,838,673 , respectively. LMAIS was secured by its assets, which included cash, accounts receivable, and life settlement policies.
LMA Income Series II, LP and LMA Income Series II, GP LLC Secured Borrowing
On January 31, 2023, LMA Income Series II, GP, LLC, wholly owned and controlled by that LMA Series, LLC, formed a limited partnership, LMA Income Series II, LP (“LMAIS II”), and subsequently issued partnership interests to limited partners in a private placement offering. The initial term of the offering was three
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It was determined that LMA Series, LLC is the primary beneficiary of LMA Income Series, LP and thus has fully consolidated the limited partnership in its consolidated financial statements for the three and six months ended June 30, 2025.
The private placement offerings proceeds are used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, serves as the portfolio manager for the financial asset portfolio, which includes investment sourcing and monitoring. In this role, LMA has the unilateral ability to acquire and dispose of any of the above investments. As the partnership does not represent a business in accordance with ASC 810 and is a consolidated subsidiary that only holds financial assets, this represents a transfer subject to ASC 860-10. As the financial assets are not transferred outside the consolidated group, the proceeds from the offering shall be classified as a liability unless it meets the definition of a participating interest and the derecognition criteria in ASC 860 are met. The transferred interest did not meet the definition of a participating interest as LMA possesses the unilateral ability to direct the sale of the financial assets (ASC 860-10-50-6A(d)). In accordance with ASC 860-30-25-2, as the transfer of the financial assets did not meet the definition of a participating interest, LMA recognizes the proceeds received from the offering as a secured borrowing.
During 2025, LMA Income Series II GP LLC, through the LMA Income Series II LP, admitted $24,732,253 additional limited partnership interests and redeemed $12,001,343 existing limited partnership interests.
LMA elected to account for the secured borrowing at fair value under the collateralized financing entity guidance within ASC 810-10-30. As of June 30, 2025 and December 31, 2024, the fair value of the secured borrowing was $118,587,332 and $105,856,422 , respectively. LMAIS II is secured by its assets, which includes cash, accounts receivable, and life settlement policies totaling $165,894,952 as of June 30, 2025.
Sponsor PIK Note
On June 30, 2023, in connection with the Merger Agreement, East Sponsor, LLC, a Delaware limited liability company (“Sponsor”), made an unsecured loan to the Company in the aggregate amount of $10,471,648 (the “Sponsor PIK Note”) with an interest rate of 12.0 % per year compounding semi-annually. Accrued interest is payable in arrears quarterly starting on September 30, 2023 by adding it to the outstanding principal balance. As of June 30, 2025 and December 31, 2024, $2,824,566 and $1,409,770 in non-cash interest expense was added to the outstanding principal balance, respectively. The Sponsor PIK Note matures on June 30, 2028 (the “Maturity Date”) and may be prepaid at any time in accordance with its terms without any premium or penalty. Non-cash interest expense recognized for the three months ended June 30, 2025 and 2024 was $391,040 and $347,028 , respectively. Interest expense recognized for the six months ended June 30, 2025 and 2024 was $770,579 and $683,850 , respectively.
Maturities of long-term debt (secured and unsecured) outstanding, including current maturities, excluding unamortized debt issuance costs, as of June 30, 2025 are as follows:
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| Years | Amount | ||||
| 2025 remaining | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
15.CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
The Company is authorized to issue up to 200,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. 5,000 one vote for each share. As of June 30, 2025, there were 97,954,471 shares of common stock issued, of which 91,824,768 are outstanding and 6,129,703 shares were held as treasury stock. Holders of shares were entitled to receive, in the event of a liquidation, dissolution or winding up, ratably the assets available for distribution to the stockholders after payment of all liabilities.
On March 18, 2025, the Company’s Board of Directors authorized the issuance and the Company issued 5,000 shares of Series A Convertible Preferred Stock with a $5,000,000 aggregate liquidation preference in in a private placement transaction. The outstanding shares of Series A Convertible Preferred Stock are classified as mezzanine equity due to the holder redemption rights upon change of control, which was determined to be outside of the Company’s control. Key terms include:
•Dividends: 7.5 % annual rate on the $1,000 per share liquidation preference, payable in cash or in-kind.
•Ranking: Senior to common stock for dividends and liquidation rights.
•Redemption: Company may redeem after March 18, 2028 (3 years after issuance).
•Change of Control: Holders can require repurchase upon a Change of Control.
•Conversion: Initial conversion rate of 100 shares of common stock per $1,000 of liquidation preference, subject to anti-dilution adjustments.
•Maturity: No stated maturity; remains outstanding indefinitely unless redeemed, repurchased, or converted.
•Voting Rights: Holders generally vote on an as-converted basis with common stock.
Public Warrants
As of June 30, 2025, the Company had 11,723,395 public warrants (“Public Warrants”) outstanding. Each redeemable whole Public Warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per full share, subject to adjustment as described. Public Warrants represent a freestanding financial instrument as it is traded on the Nasdaq under the symbol “ABLLW” and legally detachable and separately exercisable from the related underlying shares of the Company’s common stock. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will expire five years from the purchase date of July 27, 2020 or August 25, 2020, the dates of the initial public offering and over-allotment, respectively, by the Sponsor, or earlier upon redemption or liquidation.
Redemption of Warrants for Cash - The Company may redeem the outstanding Public Warrants for cash:
•in whole and not in part;
•at a price of $0.01 per Public Warrant;
•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
•if, and only if, the last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20
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trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
Redemption of Warrants for Shares of Class A Common Stock - The Company may redeem the outstanding warrants for shares of Class A common stock:
•in whole and not in part;
•at a price equal to a number of shares of Class A common stock to be determined by reference to the agreed table set forth in the warrant agreement based on the redemption date and the “fair market value” of the Class A common stock;
•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and
•if, and only if, the last sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted per stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.
If the Company elects to redeem all of the Public Warrants, management has the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. In such event, each holder would pay the exercise price by surrendering the whole warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. However, in no instance can the warrant holder unilaterally decide to exercise its Public Warrant on a cashless basis.
The Company accounts for the Public Warrants as equity instruments.
During the first quarter of 2025, the Company negotiated a non-cash conversion of approximately 5 million of the Company’s public warrants in exchange for approximately 1 million of the Company’s common stock. On June 30, 2025, the Company filed an exchange offer to warrant holders to redeem all outstanding Public Warrants and Private Placement Warrants in exchange for the Company’s common stock at a rate of 0.23 common shares per each outstanding warrant. Refer to Note 22 Subsequent Events for additional information.
Stock Repurchase Program
Occasionally, the Company’s Board of Directors approves stock repurchase programs. Stock repurchases may be made through open market transactions, block trades, accelerated stock repurchases, privately negotiated transactions, derivative transactions or otherwise, certain of which may be made pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, in compliance with applicable state and federal securities laws. The timing, as well as the number and value of stock repurchased under the program, will be determined by the Company at its discretion and will depend on a variety of factors, including our assessment of the intrinsic value of the Company's common stock, the market price of the Company's common stock, general market and economic conditions, available liquidity, compliance with the Company's debt and other agreements, applicable legal requirements, the nature of other investment opportunities available to the Company, and other considerations. The Company is not obligated to purchase any stock under the repurchase program, and the program may be suspended, modified, or discontinued at any time without prior notice. The Company expects to fund the repurchases by using cash on hand and expected free cash flow to be generated in the future. Acquired shares of our common stock are held as treasury stock carried at cost in our consolidated financial statements. In connection with the repurchase program, the Company is authorized to adopt one of more plans pursuant to the provisions of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
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On December 11, 2023, the Company’s Board of Directors authorized a stock repurchase program under which the Company may purchase shares of our common stock for an aggregate purchase price not to exceed $15,000,000 over a period of up to 18 months.
On April 9, 2025 and on June 5, 2025, the Company’s Board of Directors authorized the Company to repurchase up to an additional $15,000,000 and $20,000,000 , respectively, extending the term of the program by 18 months to December 2026.
As of June 30, 2025, $2,923,082 remained available for repurchase under the stock repurchase programs.
The following table summarizes stock repurchase activity under our stock repurchase program:
| Total Number of Shares Purchased | Cost of Shares Repurchased | Average Price Paid per Share | ||||||||||||||||||
| As of December 31, 2024 | $ | $ | ||||||||||||||||||
| January 1, 2025 to January 31, 2025 | ||||||||||||||||||||
| February 1, 2025 to February 29, 2025 | ||||||||||||||||||||
| March 1, 2025 to March 31, 2025 | ||||||||||||||||||||
| April 1, 2025 to April 30, 2025 | ||||||||||||||||||||
| May 1, 2025 to May 31, 2025 | ||||||||||||||||||||
| June 1, 2025 to June 30, 2025 | ||||||||||||||||||||
| As of June 30, 2025 | $ | $ | ||||||||||||||||||
16.STOCK- BASED COMPENSATION
Long-term Incentive Plan
The Company awards restricted stock units (“RSUs”) to executives, employees, and directors as part of the Company’s Long-Term Equity Compensation Incentive Plan (“Long-term Incentive Plan”). This plan provides that equity-based awards, including RSUs, performance stock units (“PSU”), stock options, and unrestricted shares of common stock, may be granted to officers, employees, and directors of the Company. The Company has granted RSUs that provide the right to receive, subject to service based vesting conditions, shares of common stock pursuant to the Long-term Incentive Plan. The expense associated with these awards will be based on the fair value of the stock as of the grant date, where the Company elected to use the straight line recognition over the vesting period, which is three years . Under the approved Long-term Incentive Plan, generally, each RSU entitles the unit holder to one share of common stock when the restriction expires. After satisfying the above vesting conditions, the participants will be fully entitled to their shares of common stock. Shares that are issued upon vesting are newly issued shares from the Long-term Incentive Plan and are not issued from treasury stock. Forfeitures are recorded as they occur and are made available for subsequent awards.
After the approved amendment to the Long-Term Incentive Plan, 6,072,919 shares of common stock remained available for issuance.
The following table shows a summary of the unvested restricted stock under the 2023 Long-Term Equity Compensation Incentive Plan as of June 30, 2025 as well as activity during the year:
| Number of shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Restricted stock units, unvested, December 31, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
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| Number of shares | Weighted Average Grant Date Fair Value | |||||||||||||
| Vested | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
| Restricted stock units, unvested, June 30, 2025 | $ | |||||||||||||
Black-Scholes option-pricing model assumptions and the resulting fair value of options are presented in the following table:
| Stock Options on Grant Date | |||||
| Dividend yield | % | ||||
| Expected volatility | % | ||||
| Risk-free interest rate | % | ||||
| Expected option life | |||||
| Weighted average fair value of stock options | $ | ||||
The Company does not intend to pay dividends for the foreseeable future. The expected volatility reflects the Company’s past daily common stock price volatility. The risk-free interest rate is derived using the term matched U.S. Treasury constant maturity yields. The expected stock option life is based on the average of the average time to vest and the remaining contractual term.
The following table shows the status of, and changes in, common stock options:
| Number of Stock Options | Weighted Average Exercise Price | ||||||||||
| Options outstanding, December 31, 2024 | $ | ||||||||||
| Granted | |||||||||||
| Exercised | |||||||||||
| Expired or cancelled | |||||||||||
| Options exercisable, June 30, 2024 | $ | ||||||||||
Compensation costs recognized for RSUs and stock options were $3,486,829 and $6,165,459 for the three months ended June 30, 2025 and 2024, respectively. The three months ended June 30, 2024 included $4,583,632 of CEO Restricted Stock that was fully vested on November 21, 2024. Compensation costs recognized for RSUs and stock options were $5,842,224 and $12,258,830 for the six months ended June 30, 2025 and 2024, respectively. The six months ended June 30, 2024 included $9,167,264 of CEO Restricted Stock that was fully vested on November 21, 2024.
For the three months ended June 30, 2025, $485,320 and $3,001,509 of the compensation costs is recorded in cost of revenue (including stock-based compensation) and in general and administrative expense (including stock-based compensation) in the consolidated statements of operations and comprehensive income (loss), respectively. For the six months ended June 30, 2025, $970,639 and $4,871,585 of the compensation costs is recorded in cost of revenue (including stock-based
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compensation) and in general and administrative expense (including stock-based compensation) in the consolidated statements of operations and comprehensive income (loss), respectively.
As of June 30, 2025, there was approximately $26,404,842 of unrecognized compensation costs related to RSUs and stock options which the Company expects to recognize over the next 2.3 years.
17.EMPLOYEE BENEFIT PLAN
The Company has a defined contribution plan in the U.S. intended to qualify under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan substantially covers all employees who meet minimum age and service requirements and allows participants to defer up to 100 % of their annual compensation on a pretax basis. The Company matches up to a maximum of 4 % of eligible employee compensation and may choose to make additional discretionary contributions to the 401(k) Plan. For the three months ended June 30, 2025 and 2024, the Company recognized expenses related to the 401(k) Plan amounting to $197,685 and $90,716 , respectively. For the three months ended June 30, 2025 and 2024, the Company did not make discretionary contributions. For the six months ended June 30, 2025 and 2024, the Company recognized expenses related to the 401(k) Plan amounting to $315,808 and $199,532 , respectively. For the three and six months ended June 30, 2025 and 2024, the Company did not make discretionary contributions.
18.INCOME TAXES
For the three months ended June 30, 2025 and 2024, the Company recorded a provision for income taxes of $4,069,971 and $1,757,710 , respectively. The effective tax rate is 18.8 % for the three months ended June 30, 2025 primarily driven by the increase in net income. The effective rate for the three months ended June 30, 2024 was 73.0 % primarily driven by the portion of the stock-based compensation expense deduction limited by the Internal Revenue Code (IRC) Section 162(m).
For the six months ended June 30, 2025 and 2024, the Company recorded a provision for income taxes of $6,404,056 and $2,931,223 , respectively. The effective tax rate is 21.8 % for the six months ended June 30, 2025 primarily driven by the increase in net income. The effective rate for the six months ended June 30, 2024 was 127.0 % primarily driven by the portion of the stock-based compensation expense deduction limited by the Internal Revenue Code (IRC) Section 162(m).
The Company did not not
19.RELATED-PARTY TRANSACTIONS
The Sponsor PIK Note for $13,296,214 is also recorded as a related party transaction given the relationship between the Sponsor and the Company. Refer to Note 14 Long-Term Debt for more information.
Life policy sales to or purchases from the Carlisle Funds are considered related party activity. Life policy sales to the LP Funds are also considered related party activity. In addition, management fees, performance fees, servicing fees and certain expense reimbursement from the Carlisle Funds and LP Funds are considered related party transactions.
As of June 30, 2025, the Company had $10,989,251 and $14,501,482 current and noncurrent related party receivables due from the Carlisle Funds, respectively. As of December 31, 2024, the Company had $6,772,072 and $13,379,301 current and noncurrent related party receivables due from the Carlisle Funds, respectively. The Company may at times purchase life policies with different risk characteristics
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and risk profiles from the Carlisle Funds for life solutions revenue purposes. As of June 30, 2025 the Company paid $2,535,875 to acquire policies from the Carlisle Funds.
For the three months ended June 30, 2025 and 2024, the Company recognized $16,175,271 and $— in realized and unrealized gains from life policy sales to the Carlisle Funds and the LP Funds, respectively. For the six months ended June 30, 2025 and 2024, the Company recognized $17,076,617 and $— in realized gains from life policy sales to the Carlisle Funds, respectively.
For the three months ended June 30, 2025 and 2024, the Company recognized $454,065 and $— in servicing revenue from the Carlisle Funds, respectively. For the six months ended June 30, 2025 and 2024, the Company recognized $780,552 and $— in servicing revenue from the Carlisle Funds, respectively.
The Company had a related-party relationship with Nova Trading (US), LLC (“Nova Trading”), a Delaware limited liability company and Nova Holding (US) LP, a Delaware limited partnership (“Nova Holding” and collectively with Nova Trading, the “Nova Funds”). The Company earned service revenue related to policy and administrative services on behalf of the Nova Funds. The servicing fee was equal to fifty basis points (0.50 %) times the monthly invested amount in policies held by Nova Funds divided by 12. The Company earned $— and $120,670 in service revenue related to the Nova Funds for the three months ended June 30, 2025 and 2024, respectively. The Company earned $— and $305,855 in service revenue related to the Nova Funds for the six months ended June 30, 2025 and 2024, respectively. The Company at times purchased policies it serviced for the Nova Funds for active management trading purposes. As of June 30, 2024 the Company paid $53,187,029 to acquire policies from the Nova Funds.
20.LEASES
In February 2024, the Company added additional office space to the existing lease via an amendment. This amendment did not significantly change the overall terms of the amendment signed in 2023 and as a result was treated as a lease modification. The modification increased our right of use asset and liability by $359,352 .
On December 2, 2024, the Company recognized a lease right of use asset and liabilities related to office space leased by Carlisle in Luxembourg, as part of the business combination. Refer to Note 3 Business Combinations for additional information. The Carlisle Lease terminates at the end of July 2033. There is no substantive option to terminate the Luxembourg Lease before the end of its term. The Luxembourg Lease increased the Company’s right of use asset and liability by $2,779,748 .
In April 2025, the Company added additional office space to the existing lease via an amendment. This amendment did not significantly change the overall terms of the amendment signed in 2023 and as a result was treated as a lease modification. The modification increased our right of use asset and liability by $423,816 .
The Company’s right-of-use assets and lease liabilities for its operating lease consisted of the following amounts:
| As of June 30, 2025 | As of December 31, 2024 | ||||||||||
| Assets: | |||||||||||
| Operating lease right-of-use assets | $ | $ | |||||||||
| Liabilities: | |||||||||||
| Current operating lease liabilities | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Total lease liability | $ | $ | |||||||||
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The Company recognizes lease expense for its operating leases within general, administrative, and other expenses on the Company’s consolidated statements of operations and comprehensive income (loss). The Company’s lease expense for the periods presented consisted of the following:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | |||||||||||||||||||
| Variable lease cost | |||||||||||||||||||||||
| Total lease cost | $ | $ | $ | $ | |||||||||||||||||||
The following table shows supplemental cash flow information related to lease activities for the periods presented:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash paid for amounts included in the measurement of the lease liability: | |||||||||||
| Operating cash flows from operating leases | $ | $ | |||||||||
| ROU assets obtained in exchange for new lease liabilities | |||||||||||
The table below shows a weighted-average analysis for lease terms and discount rates for all operating leases for the periods presented:
| Six Months Ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Weighted-average remaining lease term (in years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
Future minimum noncancellable lease payments under the Company’s operating leases on an undiscounted basis reconciled to the respective lease liability at June 30, 2025 are as follows:
| Operating leases | |||||
| Remaining of 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total operating lease payments (undiscounted) | |||||
| Less: Imputed interest | ( | ||||
| Lease liability as of June 30, 2025 | $ | ||||
21.EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share represents net income (loss) attributable to stockholders divided by the weighted average number of common stock outstanding during the reported period. Treasury stock is excluded from the weighted average number of shares of common stock outstanding. Diluted earnings (loss) per share is computed by giving effect to all potential weighted average dilutive common stock. For diluted earnings (loss) per share, the dilutive effect of outstanding awards is reflected by application of
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the treasury stock method and convertible securities by application of the if converted method, as applicable.
The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of basic earnings or loss per share attributable to common stockholders:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) | $ | $ | $ | $ | ( | ||||||||||||||||||
| Less: net (income) loss income attributable to noncontrolling interest | ( | ( | |||||||||||||||||||||
| Less: dividends declared on the series A convertible preferred stock | ( | ( | |||||||||||||||||||||
| Net income (loss) attributable to common stockholders for basic earnings (loss) per share | ( | ||||||||||||||||||||||
| Weighted average shares outstanding for basic earnings (loss) per share | |||||||||||||||||||||||
| Basic earnings (loss) per share | $ | $ | $ | $ | ( | ||||||||||||||||||
The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of diluted earnings or loss per share attributable to common stockholders:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net income (loss) attributable to common stockholders for basic earnings (loss) per share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Reversal of gain on change in fair value of warrant liability | ( | ||||||||||||||||||||||
| Numerator used to calculate diluted earnings (loss) per share | $ | $ | $ | $ | ( | ||||||||||||||||||
| Weighted average shares outstanding for basic earnings (loss) per share | |||||||||||||||||||||||
Effect of dilutive shares outstanding: | |||||||||||||||||||||||
| RSUs | |||||||||||||||||||||||
| Restricted Stock | |||||||||||||||||||||||
| Series A preferred stock | |||||||||||||||||||||||
| Private Placement Warrants | |||||||||||||||||||||||
| Weighted average shares for diluted earnings (loss) per share | |||||||||||||||||||||||
| Diluted earnings (loss) per share | $ | $ | $ | $ | ( | ||||||||||||||||||
22.SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions from the consolidated balance sheet date through the date at which the consolidated financial statements were issued. Based upon the review,
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management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than what is disclosed below.
Insurance Brokerage Firm Acquisition—The Company expects to complete an acquisition of an insurance brokerage firm, a Delaware limited liability company (the “Insurance Brokerage Firm Acquisition”) during the third quarter of 2025. The Company’s note receivable outstanding of approximately $9.0 million from the insurance brokerage firm will be used as consideration to acquire 100 % of the interest in the insurance brokerage firm.
Warrant conversions—On June 30, 2025, the Company announced the commencement of an exchange offer relating to its (i) outstanding Public Warrants and (ii) outstanding Private Placement Warrants to purchase shares of the Company’ common stock (the “Offer”). The Company is offering to all holders of 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 common stock in exchange for the warrants. Concurrently with the Offer, the Company is also soliciting consents (the “Consent Solicitation”) from holders of the Public Warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) 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 (such amendment, the “Warrant Amendment”).The Offer and Consent Solicitation will expire at 11:59 p.m., Eastern Time, on July 29, 2025, or such later time and date to which the Company may extend (the “Expiration Date”), as described in the Company’s Offer filed with the SEC. Tendered warrants may be withdrawn by holders at any time prior to the Expiration Date. 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. The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on July 29, 2025. The Company has been advised that 18,188,277 warrants (including 500 warrants tendered through guaranteed delivery), or approximately 88 % of the outstanding warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company accepted all validly tendered warrants for exchange and settlement on or before July 30, 2025. In addition, pursuant to the Consent Solicitation, the Company received the approval of parties representing approximately 83 % of our outstanding public warrants and 94 % of our outstanding private placement warrants to enter into the Warrant Amendment, which exceeds the threshold of 50 % of the outstanding public warrants required to effect the Warrant Amendment. Accordingly, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated July 30, 2025, and the Company exercised its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding upon the closing of the Offer for 0.207 shares of common stock per warrant. The Company has fixed the date for the Post-Offer Exchange as August 14, 2025. As a result of the completion of the Offer and the Post-Offer Exchange, no warrants will remain outstanding. Accordingly, the public warrants are expected to be suspended from trading on the Nasdaq as of the close of business on August 14, 2025, and will be delisted.
*****
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
ABACUS GLOBAL MANAGEMENT, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions, as described under the heading “Cautionary Note Regarding Forward-Looking Statements.” All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: the potential impact of our business relationships, including with our employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of activity in our sector or the sectors of our affiliated companies, which may be caused by, among other things, high or increasing interest rates, or a weak U.S. economy; significant competition that our operating subsidiaries face; compliance with extensive government regulation; and other risks detailed in the those set forth under “Risk Factors” or elsewhere in this quarterly statement and in our 2024 Annual Report on Form 10-K. Unless the context otherwise requires, references in this “Abacus Global Management, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “Company” are intended to mean the business and operations of Abacus Global Management, Inc.
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the Company’s financial condition and results of operations. This discussion should be read in conjunction with the Company’s financial statements and related notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q and our 2024 Annual Report on Form 10-K.
Business Overview
The Company is a leading financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services. With a focus on longevity-based assets and personalized financial planning, Abacus leverages proprietary data analytics and decades of industry expertise to deliver innovative solutions that optimize financial outcomes for individuals and institutions worldwide.
Performance Measures
NM = Not meaningful.
Results of Operations
The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not indicative of future results:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| REVENUES: | |||||||||||||||||||||||
| Asset management | $ | 8,761,876 | $ | 204,888 | $ | 16,534,953 | $ | 422,823 | |||||||||||||||
| Life solutions | 47,300,844 | 28,871,214 | 83,599,501 | 50,140,463 | |||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Technology services | 161,900 | — | 229,512 | — | |||||||||||||||||||
| TOTAL REVENUES | 56,224,620 | 29,076,102 | 100,363,966 | 50,563,286 | |||||||||||||||||||
| COST OF REVENUES (excluding depreciation and amortization stated below): | |||||||||||||||||||||||
| Cost of revenue (including stock-based compensation) | 6,054,644 | 2,743,534 | 13,163,051 | 5,464,431 | |||||||||||||||||||
| GROSS PROFIT | 50,169,976 | 26,332,568 | 87,200,915 | 45,098,855 | |||||||||||||||||||
| OPERATING EXPENSES: | |||||||||||||||||||||||
| Sales and marketing | 3,267,715 | 2,552,801 | 5,883,715 | 4,482,745 | |||||||||||||||||||
| General and administrative (including stock-based compensation) | 18,926,329 | 14,553,344 | 31,190,115 | 25,906,843 | |||||||||||||||||||
| (Gain) loss on change in fair value of debt | — | 1,199,463 | (3,362,103) | 3,912,090 | |||||||||||||||||||
| Unrealized loss (gain) on equity securities, at fair value | 272,254 | 362,482 | — | (802,484) | |||||||||||||||||||
| Realized gain on equity securities, at fair value | — | (856,744) | — | (856,744) | |||||||||||||||||||
| Depreciation and amortization expense | 5,184,083 | 1,750,452 | 9,942,629 | 3,432,506 | |||||||||||||||||||
| TOTAL OPERATING EXPENSES | 27,650,381 | 19,561,798 | 43,654,356 | 36,074,956 | |||||||||||||||||||
| OPERATING INCOME | 22,519,595 | 6,770,770 | 43,546,559 | 9,023,899 | |||||||||||||||||||
| OTHER INCOME (EXPENSE): | |||||||||||||||||||||||
| Gain (loss) on change in fair value of warrant liability | 4,183,000 | (667,500) | (623,000) | 279,460 | |||||||||||||||||||
| Interest expense | (8,752,145) | (4,529,187) | (18,370,475) | (8,199,632) | |||||||||||||||||||
| Interest income | 1,012,278 | 639,906 | 2,187,279 | 1,061,332 | |||||||||||||||||||
| Other income | 2,718,172 | 195,470 | 2,673,648 | 142,442 | |||||||||||||||||||
| Total other expense | (838,695) | (4,361,311) | (14,132,548) | (6,716,398) | |||||||||||||||||||
| NET INCOME BEFORE PROVISION FOR INCOME TAXES | 21,680,900 | 2,409,459 | 29,414,011 | 2,307,501 | |||||||||||||||||||
| Income tax expense | 4,069,971 | 1,757,710 | 6,404,056 | 2,931,223 | |||||||||||||||||||
| NET INCOME (LOSS) | 17,610,929 | 651,749 | 23,009,955 | (623,722) | |||||||||||||||||||
| LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST | 27,240 | (118,234) | 786,683 | (44,960) | |||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | 17,583,689 | $ | 769,983 | $ | 22,223,272 | $ | (578,762) | |||||||||||||||
Revenue
Asset Management
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| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Related party asset management fees | $ | 6,700,984 | $ | — | $ | 6,700,984 | NM | ||||||||||||||||
| Asset management fees | 1,503,839 | — | 1,503,839 | NM | |||||||||||||||||||
| Related party servicing revenue | 454,065 | 120,670 | 333,395 | 276.3 | % | ||||||||||||||||||
| Portfolio servicing revenue | 102,988 | 84,218 | 18,770 | 22.3 | % | ||||||||||||||||||
| Total asset management revenue | $ | 8,761,876 | $ | 204,888 | $ | 8,556,988 | 4176.4 | % | |||||||||||||||
Asset management revenue increased by $8,556,988, or 4176.4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is mainly due to the Carlisle Acquisition and FCF Acquisition with their corresponding revenue activity having commenced in December 2024.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Related party asset management fees | $ | 13,399,185 | $ | — | $ | 13,399,185 | NM | ||||||||||||||||
| Asset management fees | 2,232,849 | — | 2,232,849 | NM | |||||||||||||||||||
| Related party servicing revenue | 780,552 | 305,855 | 474,697 | 155.2 | % | ||||||||||||||||||
| Portfolio servicing revenue | 122,367 | 116,968 | 5,399 | 4.6 | % | ||||||||||||||||||
| Total asset management revenue | $ | 16,534,953 | $ | 422,823 | $ | 16,112,130 | 3810.6 | % | |||||||||||||||
Asset management revenue increased by $16,112,130, or 3810.6%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is mainly due to the Carlisle Acquisition and FCF Acquisition with their corresponding revenue activity having commenced in December 2024.
Life Solutions
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Realized and unrealized gains from life insurance policies held using the fair value method | $ | 29,621,941 | $ | 27,006,364 | $ | 2,615,577 | 9.7 | % | |||||||||||||||
| Related party realized and unrealized gains from life insurance policies held using the fair value method | 16,175,271 | — | $ | 16,175,271 | NM | ||||||||||||||||||
| Fee-based services | 338,787 | — | $ | 338,787 | NM | ||||||||||||||||||
| Investment income from life insurance policies held using the investment method | — | 7,393 | $ | (7,393) | (100.0) | % | |||||||||||||||||
| Originations | 1,164,845 | 1,857,457 | (692,612) | (37.3) | % | ||||||||||||||||||
| Total life solutions revenue | $ | 47,300,844 | $ | 28,871,214 | $ | 18,429,630 | 63.8 | % | |||||||||||||||
Life solutions revenue increased by $18,429,630 or 63.8% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is mainly due to an increase of $49,641,418 in realized gains, partially offset by $(25,197,161) in unrealized gains and $(5,664,385) in premiums paid related to policies accounted for under the fair value method.
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| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Realized and unrealized gains from life insurance policies held using the fair value method | $ | 62,555,802 | $ | 39,344,090 | $ | 23,211,712 | 59.0 | % | |||||||||||||||
| Related party realized and unrealized gains from life insurance policies held using the fair value method | 17,076,617 | — | $ | 17,076,617 | NM | ||||||||||||||||||
| Fee-based services | 338,787 | 6,959,273 | $ | (6,620,486) | (95.1) | % | |||||||||||||||||
| Investment income from life insurance policies held using the investment method | — | 507,393 | $ | (507,393) | (100.0) | % | |||||||||||||||||
| Originations | 3,628,295 | 3,329,707 | 298,588 | 9.0 | % | ||||||||||||||||||
| Total life solutions revenue | $ | 83,599,501 | $ | 50,140,463 | $ | 33,459,038 | 66.7 | % | |||||||||||||||
Life solutions revenue increased by $33,459,038 or 66.7% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is mainly due to an increase of $55,293,970 in realized gains, partially offset by $(3,475,198) in unrealized gains, $(11,541,418) in premiums paid, and $(6,620,486) fee-based revenue that did not recur related to policies accounted for under the fair value method.
Technology services
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Technology services | $ | 161,900 | $ | — | $ | 161,900 | NM | ||||||||||||||||
| Total technology services revenue | $ | 161,900 | $ | — | $ | 161,900 | NM | ||||||||||||||||
Technology services revenue increased by $161,900 for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is mainly due technology service revenue activity having commenced in December 2024.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Technology services | $ | 229,512 | $ | — | $ | 229,512 | NM | ||||||||||||||||
| Total technology services revenue | $ | 229,512 | $ | — | $ | 229,512 | NM | ||||||||||||||||
Technology services revenue increased by $229,512 for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is mainly due technology service revenue activity having commenced in December 2024.
Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Cost of revenue (including stock-based compensation) | $ | 6,054,644 | $ | 2,743,534 | $ | 3,311,110 | 120.7 | % | |||||||||||||||
Cost of revenues (including stock-based compensation) increased by $3,311,110, or 120.7%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in cost of revenues is primarily due to $2,343,251 asset management retrocession fees and increase in payroll expense related to growth in life policy acquisition and sale activity.
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| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Cost of revenue (including stock-based compensation) | $ | 13,163,051 | $ | 5,464,431 | $ | 7,698,620 | 140.9 | % | |||||||||||||||
Cost of revenues (including stock-based compensation) increased by $7,698,620, or 140.9%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in cost of revenues is primarily due to $4,460,600 asset management retrocession fees, $1,478,036 increase of commissions for origination activity, and increase in payroll expense related to growth in life policy acquisition and sale activity.
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Gross Profit | $ | 50,169,976 | $ | 26,332,568 | $ | 23,837,408 | 90.5 | % | |||||||||||||||
Gross profit increased by $23,837,408, or 90.5%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in gross profit is primarily due to an increase in asset management revenue and life solutions revenue driven by an increase in policies purchased.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Gross Profit | $ | 87,200,915 | $ | 45,098,855 | $ | 42,102,060 | 93.4 | % | |||||||||||||||
Gross profit increased by $42,102,060, or 93.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in gross profit is primarily due to the increase in asset management revenue and life solutions revenue driven by an increase in policies purchased.
Operating Expenses
Sales and Marketing Expenses
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Sales and marketing | $ | 3,267,715 | $ | 2,552,801 | $ | 714,914 | 28.0 | % | |||||||||||||||
Sales and marketing expenses increased by $714,914 or 28.0%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily related to an increase in advertising costs to support our life solutions growth strategy.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Sales and marketing | $ | 5,883,715 | $ | 4,482,745 | $ | 1,400,970 | 31.3 | % | |||||||||||||||
Sales and marketing expenses increased by $1,400,970 or 31.3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily related to an increase in advertising costs to support our life solutions growth strategy.
General and Administrative (Including Stock-Based Compensation) Expenses
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| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| General and administrative (including stock-based compensation) | $ | 18,926,329 | $ | 14,553,344 | $ | 4,372,985 | 30.0 | % | |||||||||||||||
General and administrative (including stock-based compensation) increased by $4,372,985, or 30.0%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is primarily related to increases in legal and professional fees of $3,672,671, payroll expense of $2,735,246 mainly due to acquisitions, and other expenses general and administrative expenses of $1,725,146, partially offset by decreases in non-cash stock-based compensation expense of $(2,841,344) and accounting and auditing fees of $(918,734).
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| General and administrative (including stock-based compensation) | $ | 31,190,115 | $ | 25,906,843 | $ | 5,283,272 | 20.4 | % | |||||||||||||||
General and administrative (including stock-based compensation) increased by $5,283,272, or 20.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is primarily related to increases in payroll expense of $5,319,132 mainly due to acquisitions, legal and professional fees of $5,149,792, and other expenses general and administrative expenses of $2,971,460, partially offset by decreases in non-cash stock-based compensation expense of $(6,742,032) and accounting and auditing fees of $(1,415,080).
Depreciation and Amortization Expense
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Depreciation and amortization expense | $ | 5,184,083 | $ | 1,750,452 | $ | 3,433,631 | 196.2 | % | |||||||||||||||
The increase of $3,433,631, or 196.2%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 in depreciation and amortization expense is primarily related to the amortization of acquired businesses intangible assets.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Depreciation and amortization expense | $ | 9,942,629 | $ | 3,432,506 | $ | 6,510,123 | 189.7 | % | |||||||||||||||
The increase of $6,510,123, or 189.7%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 in depreciation and amortization expense is primarily related to the amortization of acquired businesses intangible assets.
Unrealized Loss (Gain) on Equity Securities, at Fair Value
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Unrealized loss (gain) on equity securities, at fair value | $ | 272,254 | $ | 362,482 | $ | (90,228) | (24.9) | % | |||||||||||||||
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Unrealized loss on investments decreased by $(90,228) or (24.9)% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The change is mainly due to investments in S&P 500 options sold in 2024.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Unrealized loss (gain) on equity securities, at fair value | $ | — | $ | (802,484) | $ | 802,484 | (100.0) | % | |||||||||||||||
Unrealized gain on investments decreased by $802,484 or (100.0)% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The change is mainly due to investments in S&P 500 options sold in 2024.
Realized Loss (Gain) on Equity Securities, at Fair Value
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Realized gain on equity securities, at fair value | $ | — | $ | (856,744) | $ | 856,744 | (100.0) | % | |||||||||||||||
Realized gain on investments increased by $856,744 or (100.0)% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The change is mainly due to the sale of investments in S&P 500 options in June and December 2024 used to pay off the market-indexed notes between July 2024 and January 2025.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Realized gain on equity securities, at fair value | $ | — | $ | (856,744) | $ | 856,744 | (100.0) | % | |||||||||||||||
Realized gain on investments increased by $856,744 or (100.0)% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The change is mainly due to the sale of investments in S&P 500 options in June and December 2024 used to pay off the market-indexed notes between July 2024 and January 2025.
(Gain) Loss on Change in Fair Value of Debt
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (Gain) loss on change in fair value of debt | $ | — | $ | 1,199,463 | $ | (1,199,463) | (100.0) | % | |||||||||||||||
Loss on change in fair value of debt decreased by $(1,199,463) or (100.0)% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily attributable to the payoff of the market-indexed notes between July 2024 and January 2025.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| (Gain) loss on change in fair value of debt | $ | (3,362,103) | $ | 3,912,090 | $ | (7,274,193) | (185.9) | % | |||||||||||||||
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Gain on change in fair value of debt increased by $(7,274,193) or (185.9)% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily attributable to the payoff of the market-indexed notes.
Other Income (Expense)
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Other income | $ | 2,718,172 | $ | 195,470 | $ | 2,522,702 | 1290.6 | % | |||||||||||||||
| Interest expense | (8,752,145) | (4,529,187) | (4,222,958) | 93.2 | % | ||||||||||||||||||
| Interest income | 1,012,278 | 639,906 | 372,372 | 58.2 | % | ||||||||||||||||||
| Gain (loss) on change in fair value of warrant liability | 4,183,000 | (667,500) | 4,850,500 | (726.7) | % | ||||||||||||||||||
Other income increased by $2,522,702 or 1290.6% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily related to lending fees discussed in Note 9 Other Investments and Other Assets.
Interest expense increased by $(4,222,958) or 93.2% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in interest expense is primarily related to the $72,727,075 increase in the Fixed Rate Senior Unsecured Notes in connection with the Carlisle Acquisition and to the $100,000,000 issuance of the Senior Secured Credit Facility in December 2024.
Interest income increased by $372,372 or 58.2% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in interest income is related to interest earned on our bank deposits.
Gain on change in fair value of warrant liability increased by $4,850,500 or (726.7)% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily attributable to the change in the price for the public warrants, which is a determining factor for measuring the fair value of the private warrants.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Other income | $ | 2,673,648 | $ | 142,442 | $ | 2,531,206 | 1777.0 | % | |||||||||||||||
| Interest expense | (18,370,475) | (8,199,632) | (10,170,843) | 124.0 | % | ||||||||||||||||||
| Interest income | 2,187,279 | 1,061,332 | 1,125,947 | 106.1 | % | ||||||||||||||||||
| Gain (loss) on change in fair value of warrant liability | (623,000) | 279,460 | (902,460) | (322.9) | % | ||||||||||||||||||
Other income increased by $2,531,206 or 1777.0%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily related to lending fees discussed in Note 9 Other Investments and Other Assets.
Interest expense increased by $(10,170,843) or 124.0% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in interest expense is primarily related to the $72,727,075 increase in the Fixed Rate Senior Unsecured Notes in connection with the Carlisle Acquisition and to the $100,000,000 issuance of the Senior Secured Credit Facility in December 2024.
Interest income increased by $1,125,947 or 106.1% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in interest income is related to interest earned on our bank deposits.
(Loss) on change in fair value of warrant liability increased by $(902,460) or (322.9)% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily attributable to the change
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in the price for the public warrants, which is a determining factor for measuring the fair value of the private warrants.
Income Tax Expense
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Income tax expense | $ | 4,069,971 | $ | 1,757,710 | $ | 2,312,261 | 131.5 | % | |||||||||||||||
Income tax expense increased by $2,312,261, or 131.5% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily driven by the increase in net income. Our effective income tax rate for the three months ended June 30, 2025 and three months June 30, 2024, was 18.8% and 73.0%, respectively.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Income tax expense | $ | 6,404,056 | $ | 2,931,223 | $ | 3,472,833 | 118.5 | % | |||||||||||||||
Income tax expense increased by $3,472,833, or 118.5% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily driven by the increase in net income. Our effective income tax rate for the six months ended June 30, 2025 and for the six months June 30, 2024, was 21.8% and 127.0%, respectively.
Results of Operations—Segment Results
Asset Management
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 8,761,876 | $ | 204,888 | $ | 8,556,988 | 4176.4% | ||||||||||||||||
| Cost of revenue | 3,047,093 | 168,671 | 2,878,422 | 1706.5% | |||||||||||||||||||
Gross profit | $ | 5,714,783 | $ | 36,217 | $ | 5,678,566 | 15679.3% | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Summary of Significant Accounting Policies in our 2024 Annual Report.
Cost of revenue from our asset management segment increased by $2,878,422, or 1706.5%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, primarily due to the Carlisle Acquisition and FCF Acquisition with their corresponding revenue and related cost of revenue activity that commenced in December 2024.
The change of gross profit is a product of the change of revenue and cost of revenue.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 16,534,953 | $ | 422,823 | $ | 16,112,130 | 3810.6% | ||||||||||||||||
| Cost of revenue | 5,789,111 | 531,063 | 5,258,048 | 990.1% | |||||||||||||||||||
Gross profit | $ | 10,745,842 | $ | (108,240) | $ | 10,854,082 | (10027.8)% | ||||||||||||||||
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The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Summary of Significant Accounting Policies in our 2024 Annual Report.
Cost of revenue from our asset management segment increased by $5,258,048, or 990.1%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, primarily due to the Carlisle Acquisition and FCF Acquisition with their corresponding revenue and related cost of revenue activity that commenced in December 2024.
The change of gross profit is a product of the change of revenue and cost of revenue.
Life Solutions
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 47,300,844 | $ | 28,871,214 | $ | 18,429,630 | 63.8% | ||||||||||||||||
| Cost of revenue | 2,510,545 | 2,574,863 | (64,318) | (2.5)% | |||||||||||||||||||
Gross profit | $ | 44,790,299 | $ | 26,296,351 | $ | 18,493,948 | 70.3% | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Summary of Significant Accounting Policies in our 2024 Annual Report.
Cost of revenue from our life solutions segment decreased by $(64,318), or (2.5)% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, mainly due to a decrease in origination related services.
The change of gross profit is a product of the change of revenue and cost of revenue.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 83,599,501 | $ | 50,140,463 | $ | 33,459,038 | 66.7% | ||||||||||||||||
| Cost of revenue | 6,411,404 | 4,933,368 | 1,478,036 | 30.0% | |||||||||||||||||||
Gross profit | $ | 77,188,097 | $ | 45,207,095 | $ | 31,981,002 | 70.7% | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Summary of Significant Accounting Policies in our 2024 Annual Report.
Cost of revenue from our life solutions segment increased by $1,478,036, or 30.0% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, mainly due to an increase in policy acquisition activity, policy trading activity, and compensation related expenses, including an increase related to origination related services.
The change of gross profit is a product of the change of revenue and cost of revenue.
Technology Services
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 161,900 | $ | — | $ | 161,900 | NM | ||||||||||||||||
| Cost of revenue | 497,006 | — | 497,006 | NM | |||||||||||||||||||
Gross loss | $ | (335,106) | $ | — | $ | (335,106) | NM | ||||||||||||||||
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The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Summary of Significant Accounting Policies in our 2024 Annual Report.
Cost of revenue from our technology services segment increased by $497,006, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024, mainly due to compensation expenses. Our technology service revenue and related cost of revenue activity commenced in December 2024.
The change of gross loss is a product of the change of revenue and cost of revenue.
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Revenue | $ | 229,512 | $ | — | $ | 229,512 | NM | ||||||||||||||||
| Cost of revenue | 962,536 | — | 962,536 | NM | |||||||||||||||||||
Gross loss | $ | (733,024) | $ | — | $ | (733,024) | NM | ||||||||||||||||
The change in revenue is explained above under Revenue. The composition of cost of revenue is described in Note 2 Summary of Significant Accounting Policies in our 2024 Annual Report.
Cost of revenue from our technology services segment increased by $962,536, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024, mainly due to compensation expenses. Our technology service revenue and related cost of revenue activity commenced in December 2024.
The change of gross loss is a product of the change of revenue and cost of revenue.
Non-GAAP Financial Measures and Key Business Metrics
The consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and are prepared in accordance with U.S. GAAP. We monitor key business metrics and non-GAAP financial measures that assist us in evaluating our business, measuring our performance, identifying trends and making strategic decisions. We have presented the following non-GAAP measures, their most directly comparable GAAP measure, and key business metrics:
| Non-GAAP Measure | Comparable GAAP Measure | ||||
| Adjusted Net Income, Adjusted EPS | Net Income attributable to common stockholders and EPS | ||||
| Adjusted EBITDA | Net Income | ||||
Adjusted Net Income, Adjusted EPS, Adjusted EBITDA and Adjusted EBITDA Margin, are not measures of financial performance under GAAP and should not be considered substitutes for GAAP measures, net income (loss) (for Adjusted EBITDA and Adjusted EBITDA Margin), net income (loss) attributable to common stockholders (for Adjusted Net Income) or earnings (loss) per share (for Adjusted EPS), which are considered to be the most directly comparable GAAP measures. These non-GAAP financial measures have limitations as analytical tools, and when assessing Company’s operating performance, these non-GAAP financial measures should not be considered in isolation or as substitutes for net income (loss), net income (loss) attributable to common stockholders, earnings (loss) per share or other consolidated statements of operations and comprehensive income (loss) data prepared in accordance with GAAP.
Adjusted Net Income is presented for the purpose of calculating Adjusted EPS. The Company defines Adjusted Net Income as net income (loss) attributable to common stockholders adjusted for non-controlling interest income, amortization, change in fair value of warrants, business acquisition costs, and non-cash stock-based compensation and the related tax effect. We believe that Adjusted Net Income provides an additional measure of operating performance that eliminates the impact of expenses that do not relate to business performance.
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Adjusted EPS measures our per share earnings and is calculated as Adjusted Net Income divided by adjusted weighted-average shares outstanding. We believe that Adjusted EPS may be useful to investors because it enables them to better evaluate per share operating performance across reporting periods by eliminating the impact of expenses that do not relate to the Company’s business performance.
Adjusted Net Income and Adjusted EPS
The following table presents a reconciliation of Adjusted Net Income to the most comparable GAAP financial measure, net income (loss) attributable to common stockholders and Adjusted EPS to the most comparable GAAP financial measure, earnings per share, on a historical basis for the periods indicated below:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | 17,583,689 | $ | 769,983 | $ | 22,223,272 | $ | (578,762) | |||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 27,240 | (118,234) | 786,683 | (44,960) | |||||||||||||||||||
| Amortization expense | 4,667,987 | 1,706,033 | 9,301,141 | 3,388,117 | |||||||||||||||||||
| Stock-based compensation | 3,486,829 | 6,165,459 | 5,842,224 | 12,258,830 | |||||||||||||||||||
| Business acquisition costs | 74,782 | 1,325,000 | 74,782 | 1,325,000 | |||||||||||||||||||
| (Gain) loss on change in fair value of warrant liability | (4,183,000) | 667,500 | 623,000 | (279,460) | |||||||||||||||||||
Tax impact [1] | 233,137 | 1,178,552 | 233,137 | 2,344,454 | |||||||||||||||||||
| ADJUSTED NET INCOME | $ | 21,890,664 | $ | 11,694,293 | $ | 39,084,239 | $ | 18,413,219 | |||||||||||||||
| WEIGHTED-AVERAGE STOCK OUTSTANDING—BASIC | 94,690,195 | 63,846,170 | 95,437,545 | 63,087,878 | |||||||||||||||||||
| WEIGHTED-AVERAGE STOCK OUTSTANDING—DILUTED | 97,372,470 | 67,162,820 | 97,801,477 | 63,102,210 | |||||||||||||||||||
| ADJUSTED EPS - BASIC | $ | 0.23 | $ | 0.18 | $ | 0.41 | $ | 0.29 | |||||||||||||||
| ADJUSTED EPS - DILUTED | $ | 0.22 | $ | 0.17 | $ | 0.40 | $ | 0.29 | |||||||||||||||
[1] Tax impact represents the permanent difference in tax expense related to the restricted stock awards granted to certain executives due to IRC 162(m) limitations.
The change in adjusted net Income was primarily a result of the factors described in connection with operating revenues and operating expenses and the items listed above.
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA is net income adjusted for depreciation expense, amortization, interest expense, income tax, business acquisition costs, non-cash expenses, and certain other items that in our judgment significantly impact the period-over-period assessment of performance and operating results that do not directly relate to business performance within the Company's control. These items may include payments made as part of the Company's expense support commitment, change in fair value of debt, change in fair value of warrant liability, S&P 500 options that were entered into as an economic hedge related to the debt (described as the realized and unrealized loss on investments), non-cash stock based compensation, and other items. Adjusted EBITDA should not be determined as substitution for net income (loss), cash flows from operating, investing, and financing activities, operating income (loss), or other metrics prepared in accordance with U.S. GAAP.
We believe that Adjusted EBITDA assists investors in understanding the Company’s ongoing operating performance by presenting comparable financial results between periods. We believe that by removing the impact
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of depreciation and amortization and excluding certain non-cash charges, amounts spent on interest and taxes, and certain other charges that are variable from year to year. We believe that Adjusted EBITDA provides our investors with performance measures that reflect the impact to operations from trends in changes in revenue, policy values, and operating expenses that provides a perspective not immediately apparent from net income (loss) and operating income (loss). Adjusted EBITDA excludes items which we believe may cause short-term fluctuations in net income (loss) and operating income (loss) which we do not consider to be the primary drivers of the Company’s business.
The following table presents a reconciliation of Adjusted EBITDA and Adjusted EBITDA margin to the most comparable GAAP financial measure, net income (loss), on a historical basis:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| NET INCOME (LOSS) | $ | 17,610,929 | $ | 651,749 | $ | 23,009,955 | $ | (623,722) | |||||||||||||||
| Depreciation and amortization expense | 5,184,083 | 1,750,452 | 9,942,629 | 3,432,506 | |||||||||||||||||||
| Income tax expense | 4,069,971 | 1,757,710 | 6,404,056 | 2,931,223 | |||||||||||||||||||
| Interest expense | 8,752,145 | 4,529,187 | 18,370,475 | 8,199,632 | |||||||||||||||||||
| Other income | (2,718,172) | (195,470) | (2,673,648) | (142,442) | |||||||||||||||||||
| Interest income | (1,012,278) | (639,906) | (2,187,279) | (1,061,332) | |||||||||||||||||||
| (Gain) loss on change in fair value of warrant liability | (4,183,000) | 667,500 | 623,000 | (279,460) | |||||||||||||||||||
| Stock-based compensation | 3,486,829 | 6,165,459 | 5,842,224 | 12,258,830 | |||||||||||||||||||
| Business acquisition costs | 74,782 | 1,325,000 | 74,782 | 1,325,000 | |||||||||||||||||||
| Unrealized loss (gain) on equity securities, at fair value | 272,254 | 362,482 | — | (802,484) | |||||||||||||||||||
| Realized gain on equity securities, at fair value | — | (856,744) | — | (856,744) | |||||||||||||||||||
| Loss (gain) on change in fair value of debt | — | 1,199,463 | (3,362,103) | 3,912,090 | |||||||||||||||||||
| Adjusted EBITDA | $ | 31,537,543 | $ | 16,716,882 | $ | 56,044,091 | $ | 28,293,097 | |||||||||||||||
| TOTAL REVENUE | $ | 56,224,620 | $ | 29,076,102 | $ | 100,363,966 | $ | 50,563,286 | |||||||||||||||
| Adjusted EBITDA margin | 56.1% | 57.5% | 55.8% | 56.0% | |||||||||||||||||||
| Net income (loss) margin | 31.3% | 2.2% | 22.9% | (1.2)% | |||||||||||||||||||
The change in adjusted EBITDA was primarily a result of the factors described in connection with operating revenues and operating expenses and the items listed above.
Pro Forma Non-GAAP Financial Measures and Segment Results
| Non-GAAP Measure | Comparable GAAP Measure | ||||
Pro Forma Adjusted Net Income, Pro Forma Adjusted EPS | Net Income (Loss) Attributable to Common Stockholders, EPS | ||||
Pro Forma Adjusted EBITDA | Net Income (Loss) for Common Stockholders | ||||
Pro Forma Adjusted Net Income and Pro Forma Adjusted EPS
Refer to the Adjusted Net Income and Adjusted EPS section for the description of this measure and comparable GAAP measures. The three and six months ended June 30, 2025 includes Carlisle’s historical information prior the Carlisle Acquisition.
The following table presents a reconciliation of Pro Forma Adjusted Net Income to the most comparable GAAP financial measure, net income (loss) attributable to common stockholders and Pro Forma Adjusted EPS to the
55
most comparable GAAP financial measure, earnings (loss) per share combined with Carlisle on a historical basis for the three and six months ended June 30, 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
PRO FORMA NET INCOME AVAILABLE TO ABACUS GLOBAL MANAGEMENT, INC. | $ | 17,583,689 | $ | 3,074,858 | $ | 22,223,272 | $ | 3,760,143 | |||||||||||||||
| Net income (loss) attributable to noncontrolling interests | 27,240 | (118,234) | 786,683 | (44,960) | |||||||||||||||||||
| Amortization expense | 4,667,987 | 1,706,033 | 9,301,141 | 3,388,117 | |||||||||||||||||||
| Stock-based compensation | 3,486,829 | 6,165,459 | 5,842,224 | 12,258,830 | |||||||||||||||||||
| Business acquisition costs | 74,782 | 1,325,000 | 74,782 | 1,325,000 | |||||||||||||||||||
| (Gain) loss on change in fair value of warrant liability | (4,183,000) | 667,500 | 623,000 | (279,460) | |||||||||||||||||||
Tax impact [1] | 233,137 | 1,178,552 | 233,137 | 2,344,454 | |||||||||||||||||||
| PRO FORMA ADJUSTED NET INCOME | $ | 21,890,664 | $ | 13,999,168 | $ | 39,084,239 | $ | 22,752,124 | |||||||||||||||
| PRO FORMA WEIGHTED-AVERAGE STOCK OUTSTANDING—BASIC | 94,690,195 | 73,059,905 | 95,437,545 | 82,273,640 | |||||||||||||||||||
| PRO FORMA WEIGHTED-AVERAGE STOCK OUTSTANDING—DILUTED | 97,372,470 | 76,376,555 | 97,801,477 | 85,590,290 | |||||||||||||||||||
| PRO FORMA ADJUSTED EPS—BASIC | $ | 0.23 | $ | 0.19 | $ | 0.41 | $ | 0.28 | |||||||||||||||
| PRO FORMA ADJUSTED EPS—DILUTED | $ | 0.22 | $ | 0.18 | $ | 0.40 | $ | 0.27 | |||||||||||||||
[1] Tax impact represents the permanent difference in tax expense related to the restricted stock awards granted to certain executives due to IRC 162(m) limitations.
The pro forma change in adjusted net Income was primarily a result of the factors described in connection with non-pro forma operating revenues and operating expenses adjusted for $2,304,875 and $4,338,905 pro forma Carlisle net income for the three and six months ended June 30, 2024, respectively.
Pro Forma Adjusted EBITDA
Refer to the Adjusted EBITDA section for the description of this measure and comparable GAAP measures. Only the three months ended March 31, 2024 combines Carlisle historical information prior the Carlisle Acquisition.
The following table presents a reconciliation of Proforma Adjusted EBITDA and Proforma Adjusted EBITDA Margin to the most comparable GAAP financial measure, net income (loss) for common stockholders combined with Carlisle on a historical basis for the three and six months ended June 30, 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| PRO FORMA NET INCOME AVAILABLE TO COMMON STOCKHOLDERS | $ | 17,610,929 | $ | 2,956,624 | $ | 23,009,955 | $ | 3,715,183 | |||||||||||||||
| Depreciation and amortization expense | 5,184,083 | 1,750,452 | 9,942,629 | 6,866,137 | |||||||||||||||||||
| Income tax expense | 4,069,971 | 1,959,225 | 6,404,056 | 3,454,027 | |||||||||||||||||||
| Interest expense | 8,752,145 | 4,529,187 | 18,370,475 | 8,203,579 | |||||||||||||||||||
| Other income | (2,718,172) | (175,279) | (2,673,648) | (168,994) | |||||||||||||||||||
| Interest income | (1,012,278) | (738,569) | (2,187,279) | (1,221,140) | |||||||||||||||||||
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| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| (Gain) loss on change in fair value of warrant liability | (4,183,000) | 667,500 | 623,000 | (279,460) | |||||||||||||||||||
| Stock-based compensation | 3,486,829 | 6,165,459 | 5,842,224 | 12,258,830 | |||||||||||||||||||
| Business acquisition costs | 74,782 | 1,325,000 | 74,782 | 1,325,000 | |||||||||||||||||||
| Unrealized loss (gain) on equity securities, at fair value | 272,254 | 362,050 | — | (913,489) | |||||||||||||||||||
| Realized gain on equity securities, at fair value | — | (860,936) | — | (4,192) | |||||||||||||||||||
| Loss (gain) on change in fair value of debt | — | 1,199,463 | (3,362,103) | 2,712,627 | |||||||||||||||||||
| PRO FORMA ADJUSTED EBITDA | $ | 31,537,543 | $ | 19,140,176 | $ | 56,044,091 | $ | 35,948,108 | |||||||||||||||
| PRO FORMA REVENUE | $ | 44,139,346 | $ | 35,956,962 | $ | 100,363,966 | $ | 64,307,645 | |||||||||||||||
| PRO FORMA ADJUSTED EBITDA MARGIN | 71.4% | 53.2% | 55.8% | 55.9% | |||||||||||||||||||
| PRO FORMA NET INCOME MARGIN | 39.9% | 8.2% | 22.9% | 5.8% | |||||||||||||||||||
The pro forma change in adjusted EBITDA was primarily a result of the non-pro forma factors described in connection with operating revenues and operating expenses and the items listed above adjusted for $2,304,875 and $4,338,905 pro forma Carlisle net income for the three and six months ended June 30, 2024, respectively.
Pro Forma Segment Revenue
The table below summarizes the combined results of operations for the Company and Carlisle in connection with the Carlisle Acquisition as if the Companies were combined for the three and six three months ended June 30, 2024. The unaudited supplemental pro forma financial information related to the asset management segment as presented below is for illustrative purposes only and does not purport to represent what the results of operations would actually have been if the business combinations occurred as of the date indicated or what the results would be for any future periods.
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
Revenue | $ | 8,761,876 | $ | 7,085,748 | $ | 16,534,953 | $ | 14,167,182 | |||||||||||||||
Cost of revenue | 3,047,093 | 2,092,670 | 5,789,111 | 4,892,449 | |||||||||||||||||||
| Gross profit | $ | 5,714,783 | $ | 4,993,078 | $ | 10,745,842 | $ | 9,274,733 | |||||||||||||||
Key Business Metrics
We monitor the following key business metrics:
•Revenue generated from life policies: (i) policies sold, matured, and bought, (ii) realized gains, (iii) revenues from maturities, and (iv) net death benefit value of policies held. The number of policies sold and purchased helps us measure the level of trading activity for the period that leads to realized and unrealized gains, respectively. Realized gains on sold policies and revenues from maturities is used to measure our profit optimization. The net death benefit of policies represents the maximum potential maturity revenue realization on policies held.
•Asset management revenue: (i) assets under management also referred to as the net asset value of funds (“AUM” or “NAV”). AUM drives management fees and performance fees generated by the Company.
•Servicing revenue: (i) number of policies serviced, (ii) face value of policies serviced, and (iii) total invested dollars. Servicing revenue involves the provision of services for maintaining the policy, managing processing of
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claims in the event of death of the insured, and ensuring timely payment of optimized premiums computed to derive maximum return on maturity of the policy. The number of policies and the face value of policies serviced represents the volume and dollar face value of policies over which the above services are performed. Total invested dollars represent the acquisition cost plus premiums paid for serviced policies and is used to determine servicing fees.
•Origination revenue: Origination revenues represent fees negotiated for each purchase and sale of a policy with an investor. The number of policy originations (i) represents the volume of policies over which the above origination services are performed. The number of policy originations directly correlates with origination revenues allowing management to evaluate fees earned upon each transaction.
Information regarding policies accounted for under the fair value method is as follows:
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Fair Value Method: | |||||||||||||||||||||||
| Policies bought | 250 | 240 | 10 | 4.2% | |||||||||||||||||||
| Policies sold | 399 | 99 | 300 | 303.0% | |||||||||||||||||||
| Policies matured | 5 | 3 | 2 | 66.7% | |||||||||||||||||||
| Average realized gain on policies sold | 26.3% | 26.9% | |||||||||||||||||||||
| Number of external counter parties that purchased policies | 15 | 12 | 3 | 25.0% | |||||||||||||||||||
| Total realized gains, net of premiums paid | $58,332,682 | $10,955,215 | $47,377,467 | 432.5% | |||||||||||||||||||
| Realized gains from maturities, net of premiums paid | $3,573,344 | $1,164,098 | $2,409,246 | 207.0% | |||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Fair Value Method: | |||||||||||||||||||||||
| Policies bought | 421 | 362 | 59 | 16.3% | |||||||||||||||||||
| Policies sold | 517 | 192 | 325 | 169.3% | |||||||||||||||||||
| Policies matured | 20 | 5 | 15 | 300.0% | |||||||||||||||||||
| Average realized gain on policies sold | 34.1% | 19.4% | |||||||||||||||||||||
| Number of external counter parties that purchased policies | 23 | 13 | 10 | 76.9% | |||||||||||||||||||
| Total realized gains, net of premiums paid | $72,207,798 | $18,002,387 | $54,205,411 | 301.1% | |||||||||||||||||||
| Realized gains from maturities, net of premiums paid | $10,480,671 | $1,365,104 | $9,115,567 | 667.8% | |||||||||||||||||||
Information regarding policies accounted for under the investment method is as follows:
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Investment Method: | |||||||||||||||||||||||
| Policies bought | — | — | — | — | NM | ||||||||||||||||||
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| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Policies sold | — | 2 | (2) | — | (100.0)% | ||||||||||||||||||
| Policies matured | — | — | — | — | NM | ||||||||||||||||||
| Average realized gain on policies sold | —% | 48.2% | |||||||||||||||||||||
| Number of external counter parties that purchased policies | — | 1 | (1) | — | (100.0)% | ||||||||||||||||||
| Realized gains | $— | $287,137 | $(287,137) | — | (100.0)% | ||||||||||||||||||
| Revenue from maturities | $— | $— | — | — | NM | ||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Investment Method: | |||||||||||||||||||||||
| Policies bought | — | — | — | NM | |||||||||||||||||||
| Policies sold | — | 2 | (2) | (100.0)% | |||||||||||||||||||
| Policies matured | — | 1 | (1) | (100.0)% | |||||||||||||||||||
| Average realized gain on policies sold | —% | 48.2% | |||||||||||||||||||||
| Number of external counter parties that purchased policies | — | 1 | (1) | (100.0)% | |||||||||||||||||||
| Realized gains | $— | $507,393 | $(507,393) | (100.0)% | |||||||||||||||||||
| Revenue from maturities | $— | $500,000 | $(500,000) | (100.0)% | |||||||||||||||||||
Information regarding originations revenue, management fees, and servicing revenue is as follows:
| Three Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Number of policy originations to external parties | 30 | 37 | (7) | (18.9)% | |||||||||||||||||||
| Number of policy originations to subsidiaries eliminated in consolidation | 161 | 99 | 62 | 62.6% | |||||||||||||||||||
| Six Months Ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | ||||||||||||||||||||
| Assets under management | $ | 2,865,633,717 | $ | — | $ | 2,865,633,717 | NM | ||||||||||||||||
Number of policies serviced [1] | 3,101 | 1,155 | 1,946 | 168.5% | |||||||||||||||||||
Face value of policies serviced [1] | $ | 7,383,844,908 | $ | 2,526,819,484 | $ | 4,857,025,424 | 192.2% | ||||||||||||||||
Total invested dollars [1] | $ | 2,931,575,304 | $ | 1,081,579,116 | $ | 1,849,996,188 | 171.0% | ||||||||||||||||
| Number of policy originations to external parties | 61 | 61 | — | —% | |||||||||||||||||||
| Number of policy originations to subsidiaries eliminated in consolidation | 312 | 194 | 118 | 60.8% | |||||||||||||||||||
[1] For the six months ended June 30, 2025, LMA and LMA subsidiaries comprised 627 of the policies serviced, $1,027,006,147 face value of the policies serviced, and $292,823,428 of the total invested dollars. For the six
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months ended June 30, 2024, LMA and LMA subsidiaries comprised 458 of the policies serviced, $747,942,758 face value of the policies serviced, and $170,008,843 of the total invested dollars. All servicing revenues related to LMA or LMA subsidiaries are eliminated in consolidation.
Liquidity and Capital Resources
The Company finances its operations primarily through cash generated from operations and net proceeds from debt or equity financing. The Company actively manages its working capital and the associated cash requirements when servicing and originating policies while also effectively utilizing cash and other sources of liquidity to purchase additional life settlement policies. As of June 30, 2025 and December 31, 2024, our principal source of liquidity was cash and cash equivalents totaling $74,836,871 and $131,944,282, respectively.
Our future capital requirements will depend on many factors, including our revenue growth rate. The Company. may, in the future, enter into arrangements to acquire or invest in complementary businesses, products, and technologies. The Company may seek additional equity or debt financing.
In December 2023, April 2025, and June 2025, the Company’s Board of Directors approved a $15,000,000, $15,000,000, and $20,000,000 repurchase plans, respectively, that will expire in December 2026. As of June 30, 2025, $2,923,082 remains available for repurchases under the approved plan. Refer to Note 15, Convertible Preferred Stock and Stockholders’ Equity, to the Interim Financial Statements for additional information.
We believe that our current cash and cash equivalents as well as cash generated from operations will be sufficient to support our operating and debt service needs for the 12 months following the filing of this Quarterly Report on From 10-Q.
Cash Flows from our Operations
The following table summarizes our cash flows for the periods presented:
| Six Months Ended June 30, | |||||||||||||||||
| 2025 | 2024 | Change | |||||||||||||||
Net cash provided by (used in) operating activities | $ | 14,511,602 | $ | (64,542,510) | $ | 79,054,112 | |||||||||||
| Net cash used in investing activities | (13,743,342) | (716,113) | (13,027,229) | ||||||||||||||
Net cash (used in) provided by financing activities | (57,875,671) | 130,993,784 | (188,869,455) | ||||||||||||||
Net change in cash and cash equivalents | $ | (57,107,411) | $ | 65,735,161 | $ | (122,842,572) | |||||||||||
Operating Activities
During the six months ended June 30, 2025, our operating activities provided $14,511,602 of net cash compared to $(64,542,510) of net cash used from operating activities during the six months ended June 30, 2024. The increase of $79,054,112 in net cash provided from operating activities was primarily due to $65,481,868 increase in net life settlement sales and $23,633,677 increase in net income, partially offset by an increase of $(6,049,540) in related party receivables and a decrease of $(3,364,157) in contract liabilities.
Investing Activities
During the six months ended June 30, 2025, investing activities used $(13,743,342) of net cash compared to $(716,113) net cash used during the six months ended June 30, 2024. The increase of $(13,027,229) in net cash used in investing activities was primarily related to the issuance of $(7,000,000) note receivable and $(2,096,021) paid for the NIB Acquisition.
Financing Activities
During the six months ended June 30, 2025, financing activities used $(57,875,671) of net cash compared to $130,993,784 of net cash provided during the six months ended June 30, 2024. The increase of $(188,869,455) in
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net cash used by financing activities is primarily due to $(86,270,000) decrease in net proceeds received from our follow-on stock issuance that did not reoccur, $(24,309,706) increase in share repurchases, $(46,713,206) in repayments of long-term debt, $(27,214,638) decrease in issuances of long-term debt, and $(6,851,057) decrease in cash received from public warrant conversions that did not reoccur.
Contractual Obligations and Commitments
Refer to the following notes in our Interim Financial Statements for a list of contractual obligations and commitments:
•Note 12 Commitments and Contingencies for a list of commitments and contingencies.
•Note 14 Long-Term Debt for a list of outstanding debt, related interest rates, and maturity dates.
•Note 20 Leases for our outstanding lease obligations.
Critical Accounting Policies and Estimates
The Company prepared its consolidated financial statements in accordance with GAAP. Our preparation of these financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities and related disclosures at the date of the financial statements, as well as revenue and expense recorded during the reporting periods. The Company evaluates its estimates and judgments on an ongoing basis. The Company bases its estimates on historical experience and or other relevant assumptions that the Company believes to be reasonable under the circumstances. Actual results may differ materially from management’s estimates. We have discussed those policies and estimates that we believe are critical and require the use of complex judgment in their application in our most recent Annual Report on Form 10-K. Since the date of our most recent Annual Report on Form 10-K, there have been no material changes to our critical accounting policies or the methodologies or assumptions we apply under them other than any new policies described in Note 2, Summary of Significant Accounting Policies and Recent Accounting Standards, to our condensed notes to consolidated financial statements.
Recent Accounting Pronouncements
See Note 2 Summary of Significant Accounting Policies and Recent Accounting Standards to our condensed notes to consolidated financial statements for a discussion of recently issued accounting pronouncements, including information on new accounting standards and the future adoption of such standards.
*****
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company, as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As required by Rule 13a-15(b) or Rule 15d-15(b) promulgated by the SEC under the Securities Exchange Act of 1934, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the three months ended June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
*****
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time the Company is involved in various civil actions as part of its normal course of business. The Company is not a party to any litigation that is material to ongoing operations as defined in Item 103 of Regulation S-K as of the period ended June 30, 2025.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our 2024 Annual Report on Form 10-K filed with the SEC on March 28, 2024. As of the date of this Report, there have been no material changes to the risk factors disclosed in our 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of equity securities by the issuer
See Note 15 Convertible Preferred Stock and Stockholders’ Equity to the consolidated Interim Financial Statements for further discussion of our stock repurchase program and repurchases made during the six months ended June 30, 2025.
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
During the quarter ended June 30, 2025, none of the Company’s officers or directors (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) adopted terminated
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| Exhibit Number | Description | |||||||
| 2.1 | ||||||||
| 2.2 | ||||||||
| 2.3 | ||||||||
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| Exhibit Number | Description | |||||||
| 2.4 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
4.10 | ||||||||
4.11 | Certificate of Designations of Abacus Global Management, Inc., designating the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, incorporated by reference from the Company’s Form 8-K filed March 24, 2025. | |||||||
4.12 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
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| Exhibit Number | Description | |||||||
| 10.6 | ||||||||
| 10.7 | ||||||||
| 10.8 | ||||||||
| 10.9 | ||||||||
| 10.10 | ||||||||
| 10.11 | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 10.14 | ||||||||
| 10.15 | ||||||||
| 10.16 | ||||||||
| 10.17 | ||||||||
10.18 | ||||||||
10.19 | ||||||||
10.20 | ||||||||
10.21 | ||||||||
| 14.1 | ||||||||
| 19.1 | ||||||||
21.1* | ||||||||
31.1* | ||||||||
31.2* | ||||||||
32.1** | ||||||||
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| Exhibit Number | Description | |||||||
32.2** | ||||||||
| 97.1 | ||||||||
101.INS* | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
101.SCH* | XBRL Taxonomy Extension Schema Document. | |||||||
101.CAL* | XBRL Taxonomy Calculation Linkbase Document. | |||||||
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document. | |||||||
101.LAB* | XBRL Taxonomy Label Linkbase Document. | |||||||
101.PRE* | XBRL Taxonomy Presentation Linkbase Document. | |||||||
104* | ||||||||
* Filed herewith | ||||||||
| ** Furnished herewith | ||||||||
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ABACUS GLOBAL MANAGEMENT, INC. | |||||
| By: | /s/ Jay Jackson | ||||
| Jay Jackson | |||||
| Chairman of the Board, | |||||
| President and Chief Executive Officer | |||||
Date: August 12, 2025
| By: | /s/ William McCauley | ||||
| William McCauley | |||||
| Chief Financial Officer | |||||
| (Principal Accounting and Financial Officer) | |||||
Date: August 12, 2025
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