Abacus Global Management Announces Successful Completion of Exchange Offer and Consent Solicitation

Rhea-AI Summary

Abacus Global Management (NASDAQ: ABL) has successfully completed its previously announced exchange offer and consent solicitation for its outstanding public and private placement warrants. The company issued 4,183,160 shares of common stock in exchange for tendered warrants.

Through a Warrant Amendment, Abacus will conduct a Post-Offer Exchange on August 14, 2025, exchanging remaining warrants at a ratio of 0.207 shares per warrant. Following these transactions, no warrants will remain outstanding, and public warrants (ABLLW) will be delisted from Nasdaq. The total shares outstanding will increase to approximately 102,555,154, representing a 5% increase.

Positive

• Complete elimination of all outstanding warrants simplifies capital structure
• Modest 5% dilution impact from the warrant exchange
• Continued listing of common stock on Nasdaq under ABL symbol

Negative

• Dilution of existing shareholders through issuance of 4,183,160 new shares
• 10% less favorable exchange ratio for remaining warrant holders in Post-Offer Exchange

Insights

Corporate Finance Expert

Abacus completed warrant exchange offer, resulting in 5% share dilution while simplifying capital structure by eliminating all outstanding warrants.

Abacus Global Management has successfully completed its exchange offer for outstanding warrants, resulting in the issuance of 4,183,160 new common shares. The company exercised its right to conduct a Post-Offer Exchange for remaining warrants at a 10% less favorable ratio (0.207 shares per warrant) compared to the initial offer. This strategic financial move will completely eliminate all outstanding warrants by August 14, when the public warrants will be delisted from Nasdaq.

The transaction increases Abacus's outstanding share count by approximately 4% immediately following the offer completion, growing to roughly 5% dilution after the Post-Offer Exchange finalizes. While this creates modest dilution for existing shareholders, it simultaneously streamlines the company's capital structure by removing the complexity and potential future dilution associated with warrant exercises.

For alternative asset managers like Abacus, simplifying capital structures can be advantageous when raising new funds or pursuing strategic initiatives. By proactively managing its warrant obligations, Abacus eliminates the overhang of potential future dilution that could occur in scenarios where warrants might be exercised during share price appreciation. The clean-up of these instruments signals management's confidence in simplifying investor understanding of their equity story while marginally increasing the company's public float.

ORLANDO, Fla., July 30, 2025 (GLOBE NEWSWIRE) -- Abacus Global Management, Inc. (“Abacus” or the “Company”) (NASDAQ: ABL), a leader in the alternative asset management space, today announced the completion of its previously announced exchange offer (the “Offer”) and consent solicitation (the “Consent Solicitation”) relating to its (i) outstanding public warrants (the “public warrants”) and (ii) outstanding private placement warrants (the “private placement warrants” and, together with the public warrants, the “warrants”) to purchase shares of common stock, par value $0.0001 per share, of the Company (“common stock”). The Company’s common stock and public warrants are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbols “ABL” and “ABLLW,” respectively. The Company issued 4,183,160 shares of common stock in exchange for the warrants tendered in the Offer.

On July 30, 2025, the Company and Continental Stock Transfer & Trust Company entered into the related amendment to the warrant agreement governing the warrants (the “Warrant Amendment”). Pursuant to the Warrant Amendment, the Company has exercised its right to exchange each warrant that is outstanding upon the closing of the Offer for 0.207 shares of common stock per warrant, which is a ratio 10% less than the exchange ratio applicable to the Offer (the “Post-Offer Exchange”). 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. The shares of common stock will continue to be listed and trade on the Nasdaq under the symbol “ABL.” Following completion of the Offer, there are approximately 102,050,981 shares of common stock outstanding (an increase of approximately 4% from prior to the closing of the Offer), and following completion of the Post-Offer Exchange there will be approximately 102,555,154 shares of common stock outstanding (an increase of approximately 5% from prior to the closing of the Offer and the Post-Offer Exchange).

The Company engaged SG Americas Securities, LLC as the dealer manager for the Offer and Consent Solicitation, D.F. King & Co., Inc. as the information agent for the Offer and Consent Solicitation, and Continental Stock Transfer & Trust Company served as the exchange agent for the Offer and Consent Solicitation.

About Abacus

Abacus Global Management (NASDAQ: ABL) 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.

Contacts:

Investor Relations
Robert F. Phillips – SVP Investor Relations and Corporate Affairs rob@abacusgm.com
(321) 290-1198

David Jackson – Managing Director of Investor Relations david@abacusgm.com
(321) 299-0716

Abacus Global Management Public Relations
press@abacusgm.com

FAQ

How many shares did Abacus Global Management (ABL) issue in the warrant exchange offer?

Abacus issued 4,183,160 shares of common stock in exchange for the warrants tendered in the initial exchange offer.

What is the exchange ratio for ABL's Post-Offer Exchange on August 14, 2025?

The Post-Offer Exchange ratio is 0.207 shares of common stock per warrant, which is 10% less than the initial exchange offer ratio.

What happens to Abacus Global Management's warrants (ABLLW) after the exchange?

The public warrants (ABLLW) will be suspended from trading and delisted from Nasdaq as of the close of business on August 14, 2025, as no warrants will remain outstanding.

How many shares will Abacus Global Management have outstanding after the warrant exchange?

Following the completion of both the initial offer and Post-Offer Exchange, Abacus will have approximately 102,555,154 shares of common stock outstanding, representing a 5% increase.