Core Viewpoint - Abacus Global Management, Inc. has initiated an exchange offer and consent solicitation to simplify its capital structure and mitigate the potential dilutive impact of outstanding warrants [1][2]. Group 1: Exchange Offer Details - The company is offering 0.23 shares of common stock for each warrant tendered, with a total of up to 4,743,381 shares available for exchange [2]. - The offering period will last until July 29, 2025, with the possibility of extension [2]. - Holders can withdraw their tendered warrants at any time before the expiration date [2]. Group 2: Consent Solicitation - The company is soliciting consents to amend the warrant agreement, allowing for an exchange ratio of 0.207 shares per warrant, which is 10% less than the current offer [3]. - Approximately 25% of public warrants and 94% of private placement warrants have agreed to participate in the offer and consent to the amendment [3]. - An additional 25% consent from public warrant holders is needed for the amendment to be adopted [3]. Group 3: Current Capital Structure - As of June 30, 2025, there are 97,867,821 shares of common stock and 20,623,395 warrants outstanding [5]. - If all warrants are exchanged, the total shares outstanding would increase to 102,611,202, representing a 5% increase, with no warrants remaining [5]. Group 4: Regulatory Information - The offer and consent solicitation are conducted under a prospectus and Schedule TO filed with the SEC [4]. - D.F. King & Co., Inc. is the information agent, while Continental Stock Transfer & Trust Company serves as the exchange agent [6].

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