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Abacus Global Management, Inc.

For the period ended Mar 31, 2025. Filed May 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

ABX$9.13+1.6%Stored close · as of Nov 10, 2026

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Condensed Notes to Consolidated Financial Statements

ABACUS GLOBAL MANAGEMENT, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  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 as of March 31, 2025, and the consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2025 and 2024, respectively, and the consolidated statements of cash flows for the three months ended March 31, 2025 and 2024, respectively. The consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2025, are not necessarily indicative of the results to be expected for the full year ending December 31, 2025, or any other period. All references to financial information as of and for the periods ended March 31, 2025, and 2024 in the condensed notes to consolidated 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.

  1. 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. There were no new accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board’s (“FASB”) in addition to those discussed in our 2024 Annual Report that would have an impact to the Interim Financial Statements.

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 stock on a pro-rata basis assuming conversion of all redeemable convertible preferred stock into common stock. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to the Company’s participating securities. Refer to Note 15 Convertible Preferred Stock and Stockholders’ Equity for further information.

Concentrations—Three customers accounted for 13%,12%, and 11% of in revenues related to sales of life policies for the three months ended March 31, 2025. Two customers accounted for 49% and 35% of in revenues related to sales of life policies for the three months ended March 31, 2024.

Liquidity—The first redemption window for LMAIS II will open on March 31, 2026 at which point the investors of that entity will have the option to (i) redeem their investment (ii) extend their investment for an additional two years, or (iii) roll their investment into one of our newly launched funds. As of March 31, 2025, the related liabilities are included within the current portion of long-term debt, at fair value within our consolidated balance sheet. If all investors were to elect to redeem their investment the Company has determined it has sufficient liquidity available in the form of cash, credit available under the secured credit facility, and the ability to sell life settlement policies in an active market to repay the debt. Refer to Note 14 Long-Term Debt for additional information.

Reclassifications—Certain prior period amounts have been reclassified to conform to current presentation to reflect the Company’s change to its reportable segments. Refer to Note 11 Segment Reporting for further information.

  1. BUSINESS COMBINATIONS

Carlisle Acquisition

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 IdentifiedFair Value
Intangibles$51,700,000
Current Assets9,570,953
Management and performance fee receivable, related party13,914,055
Non-Current Assets4,080,820
Deferred Tax Liabilities(12,893,980)
Accrued Expenses(6,325,921)
Other Liabilities(8,091,962)
Net assets acquired51,953,965
Goodwill93,745,891
Total purchase price$145,699,856

Intangible assets were comprised of the following:

Asset TypeFair ValueUseful LifeValuation Methodology
Management agreements$47,400,0003 - 8 yearsMulti-period excess earnings method
Trade Name2,000,00010 yearsRelief from royalty method
Non-Compete Agreements2,300,0003 yearsWith and without method
Total Fair Value$51,700,000

Pro Forma Results of Operations

The supplemental pro forma financial information in the table below summarizes the combined results of operations for the Business Combination as if the Companies were combined for both 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 March 31,
2024
Proforma revenue$28,350,683
Proforma net income758,559

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 $10.3 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, except for the valuation of certain intangible assets and deferred income taxes. Accordingly, these estimates are subject to change during the measurement period, which is up to one year from the FCF 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 IdentifiedFair Value
Intangibles$5,300,000
Current Assets575,212
Deferred Tax Liabilities(116,313)
Accrued Expenses(225,515)
Net assets acquired5,533,384
Goodwill4,620,119
Total purchase price$10,153,503

Intangible assets were comprised of the following:

Asset TypeFair ValueUseful LifeValuation Methodology
Customer Relationships - Investment Advisory Agreements$3,800,0003 yearsMulti-period excess earnings method
Non-Compete Agreements1,100,0001 yearWith and without method
Internally Developed and Used Technology400,0003 yearsRelief from royalty method
Total Fair Value$5,300,000
  1. REVENUES

Disaggregated Revenue—The disaggregation of the Company’s revenue by major sources is as follows:

Three Months Ended
March 31, 2025March 31, 2024
Asset management:
Related party asset management fees$6,698,201$—
Asset management fees729,010—
Related party serving revenue326,487185,185
Portfolio servicing revenue19,37932,750
Total asset management revenue7,773,077217,935
Life solutions:
Realized and unrealized gains from life insurance policies held using the fair value method32,933,86112,337,726
Related party realized gains from life insurance policies held using the fair value method901,346—
Fee-based services—6,959,273
Investment income from life insurance policies held using the investment method—500,000
Originations2,463,4501,472,250
Total life solutions revenue36,298,65721,269,249
Technology services:
Technology services67,612—
Three Months Ended
March 31, 2025March 31, 2024
Total technology services revenue67,612—
Total revenue$44,139,346$21,487,184

Asset Management Balances—The Company has the following asset management related balances recorded within the following accounts in the consolidated balance sheets:

Balance Sheet AccountMarch 31, 2025December 31, 2024
Management and Performance Fee Receivables:
Accounts receivable, related party$4,772,620$6,772,073
Management and performance fee receivable, related party14,037,32213,379,301
Total management and performance fee receivables$18,809,942$20,151,374
Retrocession Fee Payable:
Other current liabilities$2,209,621$3,216,639
Retrocession fees payable5,361,7145,312,214
Total retrocession fee payable$7,571,335$8,528,853

Originations Contract Balances—We had no contract assets at March 31, 2025 and December 31, 2024. The balances of contract liabilities arising from originated contracts with customers were as follows:

March 31, 2025December 31, 2024
Contract liabilities, deposits on pending settlements$600,295$2,473,543
Total contract liabilities$600,295$2,473,543

Revenue recognized during the first quarter of 2025 that was included in our contract liabilities balance at December 31, 2024 was $2,473,543, less $668,293 intercompany revenue that was eliminated in consolidation.

  1. LIFE SETTLEMENT POLICIES

As of March 31, 2025, the Company held 753 life settlement policies, of which 748 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$1,430,721,703 as of March 31, 2025, with a corresponding fair value of $446,207,963. The aggregate face value of policies accounted for using the investment method was $2,225,000 as of March 31, 2025, with a corresponding carrying valueof $1,096,866.

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 March 31, 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 March 31, 2025:

Policies Carried at Fair Value—

Remaining Life Expectancy (Years)PoliciesFace ValueNet Death BenefitFair Value
0-17$8,100,000$8,100,000$6,614,443
1-22636,287,12334,767,52622,108,136
2-35480,394,34184,088,31951,072,409
3-479168,702,202165,063,26688,362,545
4-574149,454,111156,971,40667,339,761
Thereafter508987,783,926977,803,872210,710,669
Total748$1,430,721,703$1,426,794,389$446,207,963

Policies accounted for using the investment method—

Remaining Life Expectancy (Years)PoliciesFace ValueNet Death BenefitCarrying Value
4-51$750,000$750,000$415,098
Thereafter41,475,0001,498,637681,768
Total5$2,225,000$2,248,637$1,096,866

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 March 31, 2025, are as follows:

2025 remaining$44,844
202664,043
202760,235
202827,866
20298,002
Thereafter9,422
Total$214,412

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.

For policies accounted for under the investment method, the Company has not been made aware of information causing a material change to assumptions relating to the timing of realization of life insurance settlement proceeds. The Company have also not been made aware of information indicating impairment to the carrying value of policies.

  1. PROPERTY AND EQUIPMENT—NET

Property and equipment—net composed of the following:

March 31,2025December 31,2024
Computer equipment$1,351,559$1,127,188
Furniture and fixtures91,12591,125
Leasehold improvements38,40538,405
Property and equipment—gross1,481,0891,256,718
Less: accumulated depreciation(298,478)(231,652)
Property and equipment—net$1,182,611$1,025,066

Depreciation expense for the three months ended March 31, 2025 and 2024, was $66,826 and $14,945, respectively.

  1. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill of $238,296,200 was recognized as a result of the Abacus Settlements, Carlisle, and FCF acquisitions, which represents the excess fair value of consideration over the fair value of the underlying net assets of the acquired businesses. The estimates of fair value for the Carlisle and FCF acquisitions are based upon preliminary valuation assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. Refer to Note 3 Business Combinations for further information.

The changes in the carrying amount of goodwill by reportable segments were as follows:

Reportable SegmentDecember 31, 2024AdditionsAdjustmentsMarch 31, 2025
Life Solutions$139,930,190$—$—$139,930,190
Asset Management98,366,010——98,366,010
Total$238,296,200$—$—$238,296,200

Intangible Assets acquired comprised of the following:

Asset TypeFair ValueUseful LifeValuation Methodology
Management agreements$47,400,0004 - 8 yearsMulti-period excess-earnings method
Customer relationships27,400,0003 - 8 yearsMulti-period excess-earnings method
Non-compete agreements7,400,0001 - 3 yearsWith or Without Method
Internally developed and used technology2,100,0002 - 3 yearsReplacement Cost Method
Trade Name2,000,00010 yearsRelief from Royalty Method
State Insurance Licenses2,700,000IndefiniteReplacement Cost Method
Trade Name900,000IndefiniteRelief from Royalty Method
Total$89,900,000

Intangible assets and related accumulated amortization as of March 31, 2025 are as follows:

Gross ValueAccumulated AmortizationNet Book Value
Definite-Lived Intangible Assets:
Management agreements$47,400,000$2,779,205$44,620,795
Customer relationships27,400,0007,238,47220,161,528
Non-compete agreements7,400,0004,122,2233,277,777
Internally developed and used technology2,100,0001,502,777597,223
Trade Name2,000,00066,6681,933,332
Total$86,300,000$15,709,345$70,590,655
Indefinite-Lived Intangible Assets:
State Insurance Licenses$2,700,000$—$2,700,000
Trade Name900,000—900,000
Total$89,900,000$15,709,345$74,190,655

Substantially 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 $4,633,154 and $1,667,109 for the three months ended March 31, 2025 and 2024, respectively.

Estimated future amortization of definite-lived intangible assets as of March 31, 2025 is as follows:

2025 remaining$12,407,797
202614,615,953
202714,418,731
202810,974,703
20297,384,286
Thereafter10,789,185
Total$70,590,655

The Company also had other insignificant intangible assets of $919,450 and $962,983, net of related amortization, as of March 31, 2025 and December 31, 2024, respectively.

  1. AVAILABLE-FOR-SALE SECURITIES, AT FAIR VALUE

Convertible Promissory Note—The Company holds investments in convertible promissory notes intwo separate unrelated entities (“Convertible Promissory Notes”) for an initial investment of $1,000,000 each. The value of the combined investment in thesetwo entities was $2,743,338 and $2,205,904 as of March 31, 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 $1,500,000 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 Note’s 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 March 31, 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 $2,743,338 and $2,205,904, which included $243,338 and $205,904 of non-cash interest income, respectively. There wasno unrealized gain or loss recorded. Non-cash interest income recognized for the for the periods ended March 31, 2025 and 2024 was $37,434 and $39,695, respectively.

  1. OTHER INVESTMENTS AND OTHER ASSETS

Other Investments:

Equity Investments—The Company owns convertible preferred and common stock infour andtwo unrelated entities as of March 31, 2025 and December 31, 2024, respectively. The value of the combined investment in these four andtwo entities was $9,850,000 and $1,850,000 as of March 31, 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 2 Significant Accounting Policies and Recent Accounting Standards and 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 the Seed Units or 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 impairment of investments occurred for the three months ended March 31, 2025 and 2024.

Other Assets:

Other Assets—The Company’s other assets are mainly composed of cash deposits in compliance requirements in various states. As of March 31, 2025 and December 31, 2024, the balance of other assets was $1,850,148 and $1,851,845, respectively.

  1. 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 months ended March 31, 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 $157,457,353 and liabilities of $118,672,459. 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, respectively. The Company did not deconsolidate any entities during the period ended March 31, 2025, or during the year ended December 31, 2024.

  1. SEGMENT REPORTING

Segment Information—During the first quarter of 2025, the Company updated how it organizes its business. Beginning in the first quarter of 2025, the Company organized 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 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 to primarily 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 reporting segments is as follows:

Three Months Ended March 31,
20252024
Asset management$7,773,077$217,935
Life solutions36,298,65721,269,249
Technology services67,612—
Total revenue$44,139,346$21,487,184

Cost of revenue related to the Company’s reporting segments is as follows:

Three Months Ended March 31,
20252024
Asset management$2,742,018$362,393
Life solutions3,900,8592,358,504
Technology services465,530—
Total cost of revenue$7,108,407$2,720,897

Gross profit related to the Company’s reporting segments reconciled to net income (loss) attributable to common stockholders:

Three Months Ended March 31,
20252024
Asset management$5,031,059$(144,458)
Life solutions32,397,79818,910,745
Technology services(397,918)—
Total gross profit37,030,93918,766,287
Sales and marketing(2,616,000)(1,929,944)
General and administrative (including stock-based compensation)(12,263,786)(11,353,499)
Depreciation and amortization expense(4,758,546)(1,682,054)
Other (expense) income(44,524)(53,028)
Loss on change in fair value of warrant liability(4,806,000)946,960
Interest expense(9,618,330)(3,670,445)
Interest income1,175,001421,426
Gain (Loss) on change in fair value of debt3,362,103(2,712,627)
Unrealized (loss) gain on investments272,2541,164,966
Provision for income taxes(2,334,085)(1,173,513)
Net income (loss) attributable to non-controlling interests(759,443)(73,274)
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS$4,639,583$(1,348,745)

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.

As of March 31, 2025 and March 31, 2024, our operations are mostly confined to the United States. In connection with the Carlisle Acquisition closed on December 2, 2024, the Company’s total revenues, total cost of revenue, and total gross profit is comprised of approximately 15%,28%, and 13%, respectively, related to our operations in Luxembourg for the three-month ended March 31, 2025.

  1. 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 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.

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.

  1. 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.

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 March 31, 2025Level 1Level 2Level 3Total
Assets:
Life settlement policies$—$—$446,207,963$446,207,963
Available-for-sale securities, at fair value——2,743,3382,743,338
Total assets held at fair value$—$—$448,951,301$448,951,301
Liabilities:
Current portion of long-term debt, at fair value$—$—$117,094,610$117,094,610
Private placement warrants——14,151,00014,151,000
Total liabilities held at fair value:$—$—$131,245,610$131,245,610
Fair Value Hierarchy
As of December 31, 2024Level 1Level 2Level 3Total
Assets:
Life settlement policies$—$—$370,398,447$370,398,447
Available-for-sale securities, at fair value——2,205,9042,205,904
Total assets held at fair value$—$—$372,604,351$372,604,351
Liabilities:
Current portion of long-term debt, at fair value$—$—$37,430,336$37,430,336
Long-term debt, at fair value——105,120,100105,120,100
Private placement warrants——9,345,0009,345,000
Total liabilities held at fair value$—$—$151,895,436$151,895,436

Life Settlement Policies—For all policies purchased after June 30, 2023, the Company accounts for owned life settlement policies using the fair value method. 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 based on Level 3 inputs that reflect our assumptions about what factors market participants would use in pricing the asset or liability, such as life expectancies and cash flow discount rates. The inputs are developed based on the best available information, including our own data. The valuation model is based on a discounted cash flow analysis and is sensitive to changes in the discount rate used. The Company utilized a blended average discount rate of 18% and 20% for policy valuations at March 31, 2025 and at December 31, 2024, respectively, which is based on economic and company-specific factors. The Company re-evaluates its discount rates at the end of every reporting period in order to reflect the estimated discount rates that could reasonably be used in a market transaction involving the Company’s portfolio of life settlements.

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 $1,096,866 and $1,083,977 at March 31, 2025 and at December 31, 2024, respectively.

Discount Rate Sensitivity—18% 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 two percentage points and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of March 31, 2025, would be as follows:

Rate AdjustmentFair ValueChange in Fair Value
+2%$417,791,669$(28,416,294)
No change446,207,963
-2%478,861,55332,653,590

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 March 31, 2025:

CarrierPercentage ofFace ValuePercentage ofFair ValueCarrierRating
Lincoln National Life Insurance Company13.1%13.8%A
Transamerica10.4%13.0%A
John Hancock Life Insurance Company (U.S.A.)12.8%10.9%A+

The following table provides a roll forward of the fair value of life insurance policies for the three months-ended March 31, 2025:

Fair value at December 31, 2024$370,398,447
Policies purchased105,633,081
Realized gain on matured/sold policies(15,130,764)
Realized gain on matured/sold policies15,130,764
Premiums paid(8,308,073)
Unrealized gain on held policies27,012,517
Change in estimated fair value33,835,208
Matured/sold policies(56,836,082)
Premiums paid8,308,073
Fair value at March 31, 2025$446,207,963

Long-Term Debt—See Note 14, Long-Term Debt, for background information on the market-indexed debt. The Company has elected the fair value option in accounting for the instruments. Fair value is determined using Level 3 inputs. The valuation methodology is based on the Black-Scholes-Merton option-pricing formula and a discounted cash flow analysis. Inputs to the Black-Scholes-Merton model include (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 includes a discount rate that is 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 is evaluated for reasonableness by benchmarking it to yields on actively traded comparable securities.

The total change in fair value of the debt resulted in a gain of $(3,362,103). The Company recognized a gain of $(3,362,103) on the change in fair value of the debt resulting from risk-free valuation scenarios, which is included within gain on change in fair value of debt within the consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2025.

The following table provides a roll forward of the fair value of the outstanding debt for the three months ended March 31, 2025:

Fair value at December 31, 2024$142,550,436
Debt issued to third parties16,189,871
Repayment of debt(38,415,464)
Unrealized loss on change in fair value (risk-free)(3,362,103)
Change in estimated fair value of debt(3,362,103)
LMA Income Series, LP excess return accrual117,616
Deferred issuance costs and discounts14,254
Fair value at March 31, 2025$117,094,610

Private Placement Warrants—The Company had 8,900,000 private placement warrants (the “Private Placement Warrants”) outstanding as of March 31, 2025 and December 31, 2024. Each Private Placement Warrant is exercisable forone 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 (x) 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 (z) 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 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 provided by Bloomberg LP.

The following table presents the key assumptions in the analysis as of the Merger Closing Date:

Private Placement Warrants
Expected implied volatilityde minimis
Risk-free interest rate4.09%
Term to expiration5.0 years
Exercise price$11.50
Common Stock Price$10.03
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.

Available-for-Sale Investment—The convertible promissory notes are classified as 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 March 31, 2025 and December 31, 2024, the Company evaluated the fair value of its Promissory Note and determined that the fair value approximates the carrying value of $2,743,338 and $2,205,904, respectively.

Financial Instruments Where Carrying Value Approximates Fair Value—The carrying value of cash, cash equivalents, accounts receivables, due to affiliates, and due to affiliates approximates fair value due to the short-term nature of their maturities.

  1. LONG-TERM DEBT

Outstanding principal balances of Long-term debt comprises of the following:

March 31, 2025 · December 31, 2024
Maturity DateCostFair valueCostFair value
Market-indexed notes:
LMATT Series 2024, Inc.December 31, 2024$—$—$11,229,560$14,591,663
Secured borrowing:
Senior Secured Credit FacilityDecember 10, 2030100,000,000100,000,000100,000,000100,000,000
LMA Income Series, LPDecember 31, 20257,521,7287,521,72822,838,67322,838,673
March 31, 2025 · December 31, 2024
Maturity DateCostFair valueCostFair value
LMA Income Series II, LPMarch 31, 2026110,294,950110,294,950105,856,422105,856,422
Unamortized debt costs(4,400,056)(4,400,056)(4,533,917)(4,533,917)
Unsecured borrowing:
Fixed Rate Senior Unsecured NotesNovember 15, 2028133,377,075133,377,075133,377,075133,377,075
Sponsor PIK NoteJuly 5, 202812,905,17412,905,17412,525,63512,525,635
Deferred issuance costs and discountsJune 30, 2028(3,633,975)(3,633,975)(3,837,451)(3,837,451)
Total debt356,064,896356,064,896377,455,997380,818,100
Less current portion of long-term debt(118,094,610)(118,094,610)(34,068,233)(38,430,336)
Total long-term debt$237,970,286$237,970,286$343,387,764$342,387,764

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 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 provides 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 $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% 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 March 31, 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, is a market-indexed instrument designed to provide upside performance exposure of the S&P 500 Index, while limiting downward exposure. Upon maturity of the note at the end of 2024, the principal, plus the return based upon the S&P 500 Index must be paid. The note had a feature to protect debt holders from market downturns, up to 40%. Any subsequent losses below the 40% threshold will reduce the note on aone-to-one basis. As of March 31, 2025, $— of the principal amount remained outstanding.

During January 2025, the Company paid $11,229,560 to extinguish the notes.

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 March 31, 2025 and December 31, 2024, the fair value of 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 do 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 are also no restrictive covenants associated with the notes with which the entities must comply.

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 isthree years with the ability to extend fortwo additionalone-year periods at the discretion of the general partner, LMA Income Series, GP, LLC. The limited partners will receive 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 will receive 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 months ended March 31, 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 shall recognize the proceeds received from the offering as a secured borrowing.

Dividends paid and accrued are included in interest expense. The excess dividend returns will not be paid by LMA Income Series, LP until termination, are considered non-cash interest expense, and are included in the principal balance outstanding. As of March 31, 2025 and December 31, 2024, $117,616 and $949,229 in non-cash interest expense was added to the outstanding principal balance, respectively.

During March 2025, the Company paid $15,434,561 to extinguish a portion of the 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 March 31, 2025 and December 31, 2024, the fair value of the secured borrowing was $7,521,728 and $22,838,673, respectively. LMAIS is secured by its assets, which includes cash, accounts receivable, and life settlement policies totaling $11,530,819 as of March 31, 2025.

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 wasthree years maturing on March 31, 2026 with the ability to extend fortwo additionalone-year periods at the discretion of the general partner, LMA Income Series II, GP, LLC. During 2024, the LMAIS II offering was amended to be able to add additional limited partners, an option to delay redemption date to June 30, 2027 and December 31, 2028, and an increase to the Preferred Return Amount byfifty basis points. Effective April 1, 2024, the limited partners received annual dividends equal to the Preferred Return Amounts as follows: Capital commitment less than $500,000,8.0%; between $500,000 and $1,000,000,8.25%; over $1,000,000,8.5%. Thereafter,100% of the excess to be paid to the General Partner.

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 months ended March 31, 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 shall recognize the proceeds received from the offering as a secured borrowing.

During the first quarter of 2025, LMA Income Series II, GP, LLC through the LMA Income Series II, LP admitted $16,189,871 additional limited partnership interests and redeemed $11,751,343 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 March 31, 2025 and December 31, 2024, the fair value of the secured borrowing was $110,294,950 and $105,856,422, respectively. LMAIS II is secured by its assets, which includes cash, accounts receivable, and life settlement policies totaling $147,116,205 as of March 31, 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 12.00% 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 March 31, 2025 and December 31, 2024, $2,433,526 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.

Maturities of long-term debt (secured and unsecured) outstanding, including current maturities, excluding unamortized debt issuance costs, at March 31, 2025 are as follows:

YearsAmount
2025 remaining$8,521,728
2026111,294,950
20271,000,000
2028147,282,249
20291,000,000
Thereafter95,000,000
Total$364,098,927
  1. 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 shares of preferred stock are issued or outstanding. Holders of the Company’s common stock are entitled toone vote for each share. As of March 31, 2025, there were 96,853,039 shares of common stock issued, of which 95,804,813 are outstanding and 1,048,226 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 of 5,000 shares of Series A Convertible Preferred Stock with a $5,000,000 aggregate liquidation preference in in a private placement transaction. The Series A Convertible Preferred Stock will be 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 March 31, 2025, the Company had 11,723,395 public warrants (“Public Warrants”) outstanding. Each redeemable whole Public Warrant entitles the holder thereof to purchaseone 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 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 or the common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange, 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.

During 2024, the Company’s share price reached the warrant exercise price of $11.50. Certain public warrant holders redeemed their warrants for the Company’s common stock. During the three months ended March 31, 2025, the Company negotiated a non-cash conversion of approximately 5 million of public warrants in exchange for approximately 1 million in the Company common stock.

Stock Repurchase Program

On December 11, 2023, our 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. 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.

As of March 31, 2025, $2,974,863 remained available for repurchase under the authorization approved by the Company’s board of directors. The authorization for the stock repurchase program may be suspended, terminated, increased or decreased by our board of directors at any time without prior notice.

The following table summarizes stock repurchase activity under our stock repurchase program:

Total Number of Shares PurchasedCost of Shares RepurchasedAverage Price Paid per Share
As of December 31, 20241,048,226$12,025,137$11.61
January 1, 2025 to January 31, 2025———
February 1, 2025 to February 28, 2025———
March 1, 2025 to March 31, 2025———
As of March 31, 20251,048,226$12,025,137$11.61
  1. 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 restricted stock units, 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 isthree 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.

As of March 31, 2025,10,215,756 shares of common stock remained available for issuance under the Long-term Incentive Plan.

The following table shows a summary of the unvested restricted stock under the 2023 Long-Term Equity Compensation Incentive Plan as of March 31, 2025 as well as activity during the year:

Number of sharesWeighted Average Grant Date Fair Value
Restricted stock units, unvested, December 31, 20243,475,760$6.98
Granted——
Vested(36,000)12.37
Forfeited(4,713)7.01
Restricted stock units, unvested, March 31, 20253,435,047$6.90

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 volatility23.00%
Risk-free interest rate3.98%
Expected option life5.81 years
Weighted average fair value of options$3.91

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 OptionsWeighted Average Exercise Price
Options outstanding, December 31, 2024345,263$12.37
Granted——
Exercised——
Expired or cancelled——
Options exercisable, March 31, 2025345,263$—

Compensation costs recognized for RSUs and stock options were $2,355,395 and $6,093,371 for the three months ended March 31, 2025 and 2024, respectively. The March 31, 2024 amount included $4,583,632 of CEO Restricted Stock that were fully vested on November 21, 2024. $485,319 and $1,870,076 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. As of March 31, 2025, there was approximately $18,128,349 of unrecognized compensation costs related to RSUs and options which the Company expects to recognize over the next 1.7 years.

  1. 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 covers substantially 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 March 31, 2025 and 2024, the Company recognized expenses related to the 401(k) Plan amounting to $118,123 and $108,816, respectively. For the three months ended March 31, 2025 and 2024, the Company did not make discretionary contributions.

  1. INCOME TAXES

For the three months ended March 31, 2025 and 2024, the Company recorded a provision for income taxes (benefit) of $2,334,085 and $1,173,513, respectively. The effective tax rate is 30.2% for the three months ended March 31, 2025 primarily driven by the increase in net income. The effective rate for the three months ended March 31, 2024 was 1151.0% due to the impact of stock-based compensation expense deduction limited by the Internal Revenue Code (IRC) Section 162(m) and the impact of the VIEs.

The Company didnot have any unrecognized tax benefits relating to uncertain tax positions at March 31, 2025, and December 31, 2024, and didnot recognize any interest or penalties related to uncertain tax positions at March 31, 2025, and December 31, 2024. The Company does not anticipate that changes in its unrecognized tax benefits will have a material impact on the consolidated statements of operations and comprehensive income (loss) during 2025.

  1. RELATED-PARTY TRANSACTIONS

As of March 31, 2025 and December 31, 2024, $1,666,047 and $1,527,062, respectively, was due from affiliates. The majority of the due from affiliates amount represents transaction costs incurred by the Company related to the formation of an investment fund being registered under the Investment

Company Act of 1940 that will be reimbursed upon regulatory approval and effectiveness of the investment fund and subsequent sale of shares in the investment fund.

The Sponsor PIK Note for $12,905,174 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. In addition, management and performance fee receivables from the Carlisle Funds are considered related party receivables. As of Mar 31, 2025, the Company had $6,062,598 and $14,037,322 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.

As of March 31, 2025, and December 31, 2024, there were $467,957 and $337,840, respectively, owed by the Carlisle Funds for portfolio servicing related activities, which are included as related-party receivables in the consolidated balance sheets.

For three months ended March 31, 2025 and 2024, the Company recognized $901,346 and $— in realized gains from life policy sales to the Carlisle Funds, respectively.

For three months ended March 31, 2025 and 2024, the Company recognized $326,487 and $— in servicing revenue from the Carlisle Funds, respectively.

The Company has 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 servicing revenue related to policy and administrative services on behalf of the Nova Funds. The servicing fee was equal tofifty basis points (0.50%) times the monthly invested amount in policies held by Nova Funds divided by 12. The Company earned $— and $213,447 in servicing revenue related to the Nova Funds for the three months ended March 31, 2025 and 2024, respectively.

  1. 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.

The Company’s right-of-use assets and lease liabilities for its operating lease consisted of the following amounts:

As of March 31, 2025As of December 31, 2024
Assets:
Operating lease right-of-use assets$4,673,433$4,722,573
Liabilities:
Operating lease liability, current514,137515,597
Operating lease liability, non-current4,460,9244,580,158
Total lease liability$4,975,061$5,095,755

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 March 31,
20252024
Operating lease cost$179,143$121,833
Variable lease cost25,15020,769
Total lease cost$204,293$142,602

The following table shows supplemental cash flow information related to lease activities for the periods presented:

Three Months Ended March 31,
20252024
Cash paid for amounts included in the measurement of the lease liability
Operating cash flows from operating leases$323,911$85,314
ROU assets obtained in exchange for new lease liabilities—359,352

The table below shows a weighted-average analysis for lease terms and discount rates for all operating leases for the periods presented:

Three Months Ended March 31,
20252024
Weighted-average remaining lease term (in years)6.725.76
Weighted-average discount rate9.78%9.67%

Future minimum noncancellable lease payments under the Company’s operating leases on an undiscounted basis reconciled to the respective lease liability at March 31, 2025 are as follows:

Operating leases
Remaining of 2025$749,919
20261,027,572
20271,058,373
20281,090,067
20291,122,833
Thereafter1,917,564
Total operating lease payments (undiscounted)6,966,328
Less: Imputed interest(1,991,267)
Lease liability as of March 31, 2025$4,975,061
  1. 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 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 shareholders:

Three Months Ended March 31,
20252024
Net income (loss) attributable to common stockholders for basic and diluted earnings (loss) per share$4,639,583$(1,348,745)
Weighted-average common shares outstanding for basic earnings (loss) per share96,193,19963,027,246
RSUs1,227,946—
Series A preferred stock77,778—
Shares used for diluted earnings per share97,498,92363,027,246
Earnings (loss) per share:
Basic earnings (loss) per share$0.05$(0.02)
Diluted earnings (loss) per share$0.05$(0.02)
  1. 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.

Stock repurchase program—On April 9, 2025, the Board of Directors of the Company approved a $15 million stock repurchase program in effect foreighteen months.

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 wholly 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, Co-Founder and President, K. Scott Kirby, Co-Founder and President, and Sean McNealy, Co-Founder and President. The Company paid $3,000,000 in cash to acquire 100% of the interest in NIB.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.