This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Abacus Global Management, Inc., a Delaware corporation (the “Company,” “us,” or “we”) with the U.S. Securities and Exchange Commission (the “SEC”), on June 30, 2025 (as it may be amended and supplemented from time to time, the “ Schedule TO”), relating to an offer by the Company to all holders of the Company’s warrants, including the public warrants and the private placement warrants (each as defined below), to purchase shares of the Company’s common stock, par value $0.0001 per share (“common shares”), to receive 0.23 common shares in exchange for each outstanding warrant tendered by the holder and exchanged pursuant to the offer (the “Offer”). The Offer is made upon and subject to the terms and conditions set forth in the prospectus/offer to exchange, dated July 28, 2025 (as it may be amended and supplemented from time to time, the “Prospectus/Offer to Exchange”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related letter of transmittal and consent, a copy of which is attached hereto as Exhibit (a)(1)(B).
Concurrently with the Offer, the Company also solicited consents (the “Consent Solicitation”) from holders of the public warrants to amend (the “Warrant Amendment”) that certain warrant agreement, dated as of July 23, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (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 common shares, which is a ratio 10% less than the exchange ratio applicable to the Offer.
Pursuant to the terms of the Warrant Agreement, the Warrant Amendment required the vote or written consent of holders of at least 50% of the outstanding public warrants.
The purpose of this Amendment No. 2 is to amend and supplement the Schedule TO to (i) update Item 11 of the Schedule TO to report the final results of the Offer, and (ii) update Item 12 of the Schedule TO to include (a) the final Prospectus/Offer to Exchange, dated July 28, 2025, which forms part of the Registration Statement on Form S-4 (“Registration Statement”) declared effective by the SEC on July 28, 2025 (b) a press release issued by the Company on July 30, 2025, announcing the results of the Offer, the execution of the Warrant Amendment, and the effectiveness of the Registration Statement, and (c) the executed Warrant Amendment.
Only those items amended are reported in this Amendment No. 2. Except as amended hereby to the extent discussed above, the information contained in the Schedule TO, the Prospectus/Offer to Exchange, and the other exhibits to the Schedule TO remain unchanged. This Amendment No. 2 should be read with the Schedule TO and the Prospectus/Offer to Exchange.
Item 11.
| Additional Information |
Item 11 of the Schedule TO is hereby amended and supplemented by adding at the end thereof the following text:
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 expects to accept 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 approximately 83% of the outstanding public warrants and approximately 94% of the outstanding private placement warrants to the Warrant Amendment, which exceeds the threshold of 50% of the outstanding public warrants required to effect the Warrant Amendment. On July 30, 2025, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment and the Company announced that it expects to exercise 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 common shares per warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer.
On July 30, 2025, the Company issued a press release announcing the final results of the Offer and Consent Solicitation as set forth above and the Company’s entry into the Warrant Amendment. A copy of the press release is filed as Exhibit (a)(5)(C) to the Schedule TO and is incorporated herein by reference.
