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Abacus Life(ABL) - 2021 Q4 - Annual Report
2022-06-21 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 East Resources Acquisition Company (Exact name of Registrant as specified in its Charter) Delaware 85-1210472 (State or other j ...
Abacus Life(ABL) - 2021 Q3 - Quarterly Report
2022-02-27 16:00
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock and one-half of one warrant ERESU The NASDAQ Stock Market LLC Class A common stock, par value $0.0001 per share ERES The NASDAQ Stock Market LLC Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share ERESW The NASDAQ Stock Market LLC F ...
Abacus Life(ABL) - 2021 Q2 - Quarterly Report
2021-08-16 16:00
[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's analysis, market risk disclosures, and controls and procedures [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed financial statements for June 30, 2021, reflect the company as a pre-business combination SPAC, with net income primarily from non-cash gains on financial instrument fair value changes [Condensed Balance Sheets](index=3&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2021, total assets were **$345.3 million**, primarily in the Trust Account, while liabilities decreased to **$40.8 million** due to fair value adjustments, resulting in a **$40.5 million** stockholders' deficit Condensed Balance Sheet Summary (Unaudited) | Balance Sheet Items | June 30, 2021 (USD) | December 31, 2020 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $101,969 | $589,685 | | Cash and securities held in Trust Account | $345,036,411 | $345,026,104 | | **Total Assets** | **$345,324,422** | **$345,850,539** | | **Liabilities & Stockholders' Equity** | | | | Warrant liability | $27,457,500 | $29,811,000 | | Deferred underwriting fee payable | $12,075,000 | $12,075,000 | | **Total Liabilities** | **$40,787,586** | **$44,927,315** | | Class A common stock subject to possible redemption | $345,000,000 | $345,000,000 | | **Total Stockholders' Equity (Deficit)** | **($40,463,164)** | **($44,076,776)** | [Condensed Statements of Operations](index=4&type=section&id=Condensed%20Statements%20of%20Operations) For the six months ended June 30, 2021, the company reported **$3.6 million** net income, primarily from non-cash gains on warrant and forward purchase agreement liabilities, contrasting with a **$7.2 million** net loss for the three-month period due to unfavorable fair value changes Statement of Operations Highlights (Unaudited) | Item | Three Months Ended June 30, 2021 (USD) | Six Months Ended June 30, 2021 (USD) | | :--- | :--- | :--- | | Formation and operating costs | $205,051 | $450,212 | | Change in fair value of warrant liability | ($6,275,500) | $2,353,500 | | Change in fair value of forward purchase agreement | ($700,000) | $1,700,000 | | **Net (Loss) Income** | **($7,175,334)** | **$3,613,612** | | **Basic and diluted net income per share, Non-redeemable** | **($0.83)** | **$0.42** | [Notes to Condensed Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's formation as a blank check company, its IPO proceeds in the Trust Account, the deadline for a business combination, significant accounting policies for derivative liabilities, and related party transactions and commitments - The company is a **blank check company** incorporated on May 22, 2020, to effect a business combination, with an intended focus on the North American energy industry[31](index=31&type=chunk) - Following its IPO and over-allotment exercise, the company placed **$345 million** into a Trust Account[35](index=35&type=chunk) The company has until **July 27, 2022**, to complete a Business Combination[42](index=42&type=chunk) - The company has a forward purchase agreement with an affiliate, East Asset Management, LLC, to purchase up to **5,000,000 units** for a maximum of **$50,000,000**, contingent on the closing of a Business Combination[87](index=87&type=chunk) - As of June 30, 2021, the company had approximately **$102,000** in cash outside the trust account[46](index=46&type=chunk) These conditions raise substantial doubt about the company's ability to continue as a going concern through **August 17, 2022**, without additional financing[48](index=48&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's status as a blank check entity with no operations, its **$3.6 million** net income driven by non-cash gains, and its limited working capital, highlighting the need for additional financing to complete a business combination - The company's activities since inception have been limited to organizational tasks, the IPO, and searching for a Business Combination target[119](index=119&type=chunk) Financial Results Summary | Period | Net Income / (Loss) (USD) | Key Drivers | | :--- | :--- | :--- | | Six months ended June 30, 2021 | $3,613,612 | Gain on fair value of warrant liability ($2.4M) and forward purchase agreement ($1.7M) | | Three months ended June 30, 2021 | ($7,175,334) | Loss on fair value of warrant liability ($6.3M) and forward purchase agreement ($0.7M) | - As of June 30, 2021, the company had **$101,969** in cash held outside the Trust Account for working capital purposes[125](index=125&type=chunk) The Sponsor has committed to provide up to **$500,000** in loans for working capital[127](index=127&type=chunk) - Contractual obligations include a deferred underwriting fee of **$12,075,000** payable upon completion of a business combination and monthly administrative fees of **$20,000** to affiliates of the Sponsor[131](index=131&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This section is not required for smaller reporting companies, and therefore no disclosure is provided - Disclosure is **not required** for smaller reporting companies[138](index=138&type=chunk) [Controls and Procedures](index=25&type=section&id=Item%204.%20Control%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2021, due to a material weakness in accounting for complex financial instruments, leading to financial statement restatement and planned remediation efforts - Management concluded that due to the restatement of its financial statements to reclassify warrants, the company's disclosure controls and procedures were **not effective** as of June 30, 2021[141](index=141&type=chunk) - A **material weakness** was identified in internal control over financial reporting concerning the accounting for complex financial instruments (warrants)[142](index=142&type=chunk) - The company plans to implement remediation measures, including enhanced access to accounting literature and increased communication with third-party professionals[143](index=143&type=chunk) [PART II – OTHER INFORMATION](index=26&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, unregistered sales of equity securities, and exhibits [Legal Proceedings](index=26&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - The company has **no legal proceedings** to report[145](index=145&type=chunk) [Risk Factors](index=26&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020 - **No material changes** to risk factors have occurred since the filing of the Annual Report on Form 10-K/A[145](index=145&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=26&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or changes in the use of proceeds - **None reported**[145](index=145&type=chunk) [Exhibits](index=27&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Quarterly Report, including officer certifications (pursuant to Sarbanes-Oxley Act Sections 302 and 906) and Inline XBRL documents - Exhibits filed include certifications from the Principal Executive Officer and Principal Financial Officer, as well as XBRL data files[147](index=147&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk)[150](index=150&type=chunk)
Abacus Life(ABL) - 2020 Q3 - Quarterly Report
2020-11-16 21:02
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock and one-half of one warrant ERESU The NASDAQ Stock Market LLC Class A common stock, par value $0.0001 per share ERES The NASDAQ Stock Market LLC Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share ERESW The NASDAQ Stock Market LLC F ...
Abacus Life(ABL) - 2020 Q2 - Quarterly Report
2020-09-04 20:05
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one share of Class A common stock and one-half of one warrant ERESU The NASDAQ Stock Market LLC Class A common stock, par value $0.0001 per share ERES The NASDAQ Stock Market LLC Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share ERESW The NASDAQ Stock Market LLC F ...