ABL 10-Q Quarterly Report June 30, 2025

EAST RESOURCES ACQUISITION CO

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abl-20250630

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			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

Abacus Global Management, Inc.

(Exact name of registrant as specified in its charter)


Delaware			85-1210472
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

2101 Park Center Drive, Suite 200 Orlando Florida			32835
(Address of Principal Executive Offices)			(Zip Code)

( 800 ) 561-4148

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	ABL	The NASDAQ Stock Market LLC
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share	ABLLW	The NASDAQ Stock Market LLC
9.875% Fixed Rate Senior Notes due 2028	ABLLL	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The registrant had 96,764,624 shares of common stock, $0.0001 par value per share, issued and outstanding as of August 1, 2025.

Table of Contents

ABACUS GLOBAL MANAGEMENT, INC.

TABLE OF CONTENTS


		Page
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements

	Financial Statements of Abacus Global Management , Inc. (Unaudited)

	Consolidated Balance Sheets	1

	Unaudited Consolidated Statements of Operations and Comprehensive Income (Loss)	3

	Unaudited Consolidated Statements of Mez zanine Equity and Stockholders’ Equity	5

	Unaudited Consolidated Statements of Cash Flows	7

	Condensed Notes to Consolidated Financial Statements	9 – 41

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	43

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	62

Item 4.	Controls and Procedures	62

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	63

Item 1A.	Risk Factors	63

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	63

Item 3.	Defaults Upon Senior Securities	63

Item 4.	Mine Safety Disclosures	63

Item 5.	Other Information	63

Item 6.	Exhibits	63

Signatures		67

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


ABACUS GLOBAL MANAGEMENT, INC.

CONSOLIDATED BALANCE SHEETS


	June 30, 2025 (unaudited)		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	74,836,871	$	131,944,282

Accounts receivable	14,512,827		15,785,531
Accounts receivable, related party	10,989,251		7,113,369

Income taxes receivable	145,839		2,099,673
Prepaid expenses and other current assets	5,435,222		2,621,791
Total current assets	105,920,010		159,564,646
Property and equipment, net	1,517,845		1,025,066
Intangible assets, net	71,392,006		79,786,793
Goodwill	238,921,108		238,296,200
Operating right-of-use assets	4,867,682		4,722,573
Management and performance fee receivable, related party	14,501,482		13,379,301
Life settlement policies, at fair value	386,144,698		370,398,447
Life settlement policies, at cost	1,109,808		1,083,977
Available-for-sale securities, at fair value	3,287,463		2,205,904
Other investments	9,850,000		1,850,000
Other assets	10,845,818		1,851,845

TOTAL ASSETS	$	848,357,920	$	874,164,752
LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt, at fair value	$	117,869,504	$	37,430,336
Current portion of long-term debt	1,000,000		1,000,000
Accrued expenses	5,316,412		6,139,472
Current operating lease liabilities	646,851		515,597


Contract liabilities, deposits on pending settlements	45,869		2,473,543
Accrued transaction costs	879,329		483,206
Other current liabilities	12,143,344		14,423,925

Table of Contents


ABACUS GLOBAL MANAGEMENT, INC.

CONSOLIDATED BALANCE SHEETS (CONT.)


	June 30, 2025 (unaudited)		December 31, 2024
Income taxes payable	2,276,726		—
Total current liabilities	140,178,035		62,466,079
Long-term debt, net	224,895,561		224,742,029
Long-term debt, at fair value	—		105,120,100
Long-term debt, related party	13,296,214		12,525,635
Retrocession fees payable	5,361,714		5,312,214
Noncurrent operating lease liabilities	4,713,328		4,580,158
Deferred tax liability	28,411,876		26,778,865
Warrant liability	9,968,000		9,345,000
TOTAL LIABILITIES	426,824,728		450,870,080
COMMITMENTS AND CONTINGENCIES (Note 12)
MEZZANINE EQUITY
Series A convertible preferred stock, $ 0.0001 par value; 5,000 shares authorized; 5,000 issued and outstanding	5,000,000		—
TOTAL MEZZANINE EQUITY	5,000,000		—
STOCKHOLDERS' EQUITY
Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; 5,000 issued and outstanding	—		—
Class A common stock, $ 0.0001 par value; 200,000,000 authorized shares; 97,954,471 and 96,731,194 shares issued at June 30, 2025 and December 31, 2024, respectively	9,795		10,133
Treasury stock - at cost; 6,129,703 and 1,048,226 shares repurchased at June 30, 2025 and December 31, 2024, respectively	( 47,076,918 )		( 12,025,137 )
Additional paid-in capital	499,438,543		494,064,113
Accumulated deficit	( 35,767,080 )		( 57,896,606 )

Noncontrolling interest	( 71,148 )		( 857,831 )
TOTAL STOCKHOLDERS' EQUITY	416,533,192		423,294,672
TOTAL LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS' EQUITY	$	848,357,920	$	874,164,752

See condensed notes to consolidated financial statements.

Table of Contents


ABACUS GLOBAL MANAGEMENT, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
REVENUES:
Asset management	$	8,761,876	$	204,888	$	16,534,953	$	422,823
Life solutions	47,300,844		28,871,214		83,599,501		50,140,463
Technology services	161,900		—		229,512		—
TOTAL REVENUES	56,224,620		29,076,102		100,363,966		50,563,286
COST OF REVENUES (excluding depreciation and amortization stated below):
Cost of revenue (including stock-based compensation)	6,054,644		2,743,534		13,163,051		5,464,431
GROSS PROFIT	50,169,976		26,332,568		87,200,915		45,098,855
OPERATING EXPENSES:
Sales and marketing	3,267,715		2,552,801		5,883,715		4,482,745
General and administrative (including stock-based compensation)	18,926,329		14,553,344		31,190,115		25,906,843
(Gain) loss on change in fair value of debt	—		1,199,463		( 3,362,103 )		3,912,090
Unrealized loss (gain) on equity securities, at fair value	272,254		362,482		—		( 802,484 )
Realized gain on equity securities, at fair value	—		( 856,744 )		—		( 856,744 )
Depreciation and amortization expense	5,184,083		1,750,452		9,942,629		3,432,506
TOTAL OPERATING EXPENSES	27,650,381		19,561,798		43,654,356		36,074,956
OPERATING INCOME	22,519,595		6,770,770		43,546,559		9,023,899
OTHER INCOME (EXPENSE):
Gain (loss) on change in fair value of warrant liability	4,183,000		( 667,500 )		( 623,000 )		279,460
Interest expense	( 8,752,145 )		( 4,529,187 )		( 18,370,475 )		( 8,199,632 )
Interest income	1,012,278		639,906		2,187,279		1,061,332
Other income	2,718,172		195,470		2,673,648		142,442
TOTAL OTHER EXPENSE	( 838,695 )		( 4,361,311 )		( 14,132,548 )		( 6,716,398 )
NET INCOME BEFORE PROVISION FOR INCOME TAXES	21,680,900		2,409,459		29,414,011		2,307,501
Income tax expense	4,069,971		1,757,710		6,404,056		2,931,223
NET INCOME (LOSS)	17,610,929		651,749		23,009,955		( 623,722 )

Table of Contents


ABACUS GLOBAL MANAGEMENT, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (CONT.)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST	27,240		( 118,234 )		786,683		( 44,960 )
NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC.	$	17,583,689	$	769,983	$	22,223,272	$	( 578,762 )

EARNINGS (LOSS) PER SHARE:
Earnings (loss) per share - basic	$	0.18	$	0.01	$	0.23	$	( 0.01 )
Earnings (loss) per share - diluted	$	0.18	$	0.01	$	0.23	$	( 0.01 )
Weighted-average stock outstanding—basic	94,690,195		63,846,170		95,437,545		63,087,878
Weighted-average stock outstanding—diluted	97,372,470		67,162,820		97,801,477		63,102,210

NET INCOME (LOSS)	$	17,610,929	$	651,749	$	23,009,955	$	( 623,722 )
Other comprehensive income (loss), net of tax or tax benefit:
Change in fair value of debt (risk adjusted)	—		( 65,615 )		—		( 58,179 )
COMPREHENSIVE INCOME (LOSS) BEFORE NON-CONTROLLING INTERESTS	17,610,929		586,134		23,009,955		( 681,901 )
Net and comprehensive income (loss) attributable to non-controlling interests	27,240		( 127,850 )		786,683		( 59,090 )
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC.	$	17,583,689	$	713,984	$	22,223,272	$	( 622,811 )

See condensed notes to consolidated financial statements.

Table of Contents


ABACUS GLOBAL MANAGEMENT, INC.

UNAUDITED CONSOLIDATED STATEMENTS MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY


	Series A Convertible Preferred Stock			Class A Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Non- Controlling Interests		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
BALANCE AS OF DECEMBER 31, 2024	—	$	—	96,731,194	$	10,133	( 1,048,226 )	$	( 12,025,137 )	$	494,064,113	$	( 57,896,606 )	$	—	$	( 857,831 )	$	423,294,672
Issuance of series A convertible preferred stock	5,000	5,000,000		—	—		—	—		—		—		—		—		—

Stock-based compensation	—	—		36,000	( 456 )		—	—		2,355,852		—		—		—		2,355,396
Warrant Conversions	—	—		1,134,071	113		—	—		( 113 )		—		—		—		—
Common stock issue costs	—	—		—	—		—	—		( 470,065 )		( 3 )		—		—		( 470,068 )

Net income	—	—		—	—		—	—		—		4,639,583		—		759,443		5,399,026
BALANCE AS OF MARCH 31, 2025	5,000	$	5,000,000	97,901,265	$	9,790	( 1,048,226 )	$	( 12,025,137 )	$	495,949,787	$	( 53,257,026 )	$	—	$	( 98,388 )	$	430,579,026



Repurchase of common stock	—	—		—	—		( 5,081,477 )	( 35,051,781 )		—		—		—		—		( 35,051,781 )
Stock-based compensation	—	—		53,206	5		—	—		3,486,823		—		—		—		3,486,828

Dividends declared on the Series A Convertible Preferred Stock	—	—		—	—		—	—		—		( 93,750 )		—		—		( 93,750 )
Other	—	—		—	—		—	—		1,933		7		—		—		1,940

Net income	—	—		—	—		—	—		—		17,583,689		—		27,240		17,610,929
BALANCE AS OF JUNE 30, 2025	5,000	$	5,000,000	97,954,471	$	9,795	( 6,129,703 )	$	( 47,076,918 )	$	499,438,543	$	( 35,767,080 )	$	—	$	( 71,148 )	$	416,533,192

See condensed notes to consolidated financial statements.


ABACUS GLOBAL MANAGEMENT, INC.

UNAUDITED CONSOLIDATED STATEMENTS MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (CONT.)


	Series A Convertible Preferred Stock			Class A Common Stock			Treasury Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Non- Controlling Interests		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount		Shares	Amount
BALANCE AS OF DECEMBER 31, 2023	—	$	—	63,388,823	$	6,339	( 146,650 )	$	( 1,283,062 )	$	199,826,278	$	( 34,726,135 )	$	108,373	$	138,283	$	164,070,076
Deferred transaction costs	—	—		—	—		—	—		( 483,451 )		—		—		—		( 483,451 )
Repurchase of common stock	—	—		—	—		( 632,116 )	( 7,524,392 )		—		—		—		—		( 7,524,392 )
Stock-based compensation	—	—		—	—		—	—		6,093,371		—		—		—		6,093,371
Warrant Conversions	—	—		387,235	39		—	—		4,453,164		—		—		—		4,453,203
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		11,950		( 4,514 )		7,436
Net (loss) income	—	—		—	—		—	—		—		( 1,348,745 )		—		73,274		( 1,275,471 )
BALANCE AS OF MARCH 31, 2024	—	$	—	63,776,058	$	6,378	( 778,766 )	$	( 8,807,454 )	$	209,889,362	$	( 36,074,880 )	$	120,323	$	207,043	$	165,340,772
Deferred transaction costs	—	—		—	—		—	—		—		790,579		—		—		790,579
Common stock sale	—	—		11,500,000	1,150		—	—		91,998,850		—		—		—		92,000,000
Common stock sale transaction costs	—	—		—	—		—	—		( 7,213,627 )		—		—		—		( 7,213,627 )
Repurchase of common stock	—	—		—	—		( 269,460 )	( 3,217,683 )				—		—		—		( 3,217,683 )
Stock-based compensation	—	—		—	—		—	—		6,165,459		—		—		—		6,165,459
Warrant Conversions	—	—		208,509	20		—	—		2,397,834		—		—		—		2,397,854
Other comprehensive income (loss)	—	—		—	—		—	—		—		—		( 55,999 )		( 9,616 )		( 65,615 )
Net (loss) income	—	—		—	—		—	—		—		769,983		—		( 118,234 )		651,749
BALANCE AS OF JUNE 30, 2024	—	$	—	75,484,567	$	7,548	( 1,048,226 )	$	( 12,025,137 )	$	303,237,878	$	( 34,514,318 )	$	64,324	$	79,193	$	256,849,488

See condensed notes to consolidated financial statements.

Table of Contents


ABACUS GLOBAL MANAGEMENT, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	23,009,955	$	( 623,722 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	9,942,629		3,432,506
Stock-based compensation	5,842,224		12,258,830
Amortization of debt issuance costs	1,046,835		451,234

Unrealized gain on equity securities, at fair value	—		( 802,484 )
Realized gain on equity securities, at fair value	—		( 856,744 )
Unrealized gain on policies, at fair value	( 17,877,480 )		( 21,341,703 )
Change in fair value of debt	( 3,362,103 )		3,912,090
Change in fair value of warrant liability	623,000		( 279,460 )
Non-cash interest income	( 317,756 )		( 59,640 )
Deferred income taxes	1,720,233		3,969,473
Non-cash interest expense, related party	770,579		347,028
Non-cash interest expense	143,630		2,204,376
Non-cash lease expense	119,315		114,377
Non-cash other income	( 1,750,000 )		—
Changes in operating assets and liabilities:
Accounts receivable	1,277,555		532,435
Accounts receivable, related party	( 6,120,244 )		( 70,704 )
Management and performance fee receivable, related party	1,122,181		—
Prepaid expenses and other current assets	( 2,810,783 )		( 233,471 )
Other assets	( 7,776 )		( 508,486 )

Accrued expenses	( 823,060 )		( 2,177,710 )
Accrued transaction costs	396,123		2,533,627
Contract liabilities, deposits on pending settlement	( 2,427,674 )		936,483
Other current liabilities	( 2,391,239 )		( 1,717,402 )
Income tax payable	1,953,834		( 751,734 )
Income tax receivable	2,276,726		( 2,435,239 )
Retrocession fees payable	49,500		—
Net change in life settlement policies, at fair value	2,131,229		( 63,933,151 )

Table of Contents


ABACUS GLOBAL MANAGEMENT, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT.)


	Six Months Ended June 30,
	2025		2024
Net change in life settlement policies, at cost	( 25,831 )		556,681
Net cash provided by (used in) operating activities	14,511,602		( 64,542,510 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Origination of note receivable	( 7,000,000 )		—
Acquisition of businesses, net of cash acquired	( 2,096,021 )		—
Purchase of property and equipment	( 647,321 )		( 350,917 )
Purchase of intangible assets	—		( 102,135 )
Purchase of other investments	( 3,000,000 )		( 100,000 )
Purchase of available for sale securities	( 1,000,000 )		—
Change in due from affiliates	—		( 163,061 )
Net cash used in investing activities	( 13,743,342 )		( 716,113 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long term-debt, at fair value	24,732,253		51,946,891
Payment of discounts and financing costs	( 374,809 )		( 1,688,926 )
Repayment of debt, at fair value	( 46,713,206 )		—

Common stock sale	—		92,000,000
Common stock sale transaction costs	—		( 5,730,000 )
Repurchase of common stock	( 35,051,781 )		( 10,742,075 )
Transaction costs	( 468,128 )		( 483,451 )
Due to former members	—		( 1,159,712 )
Warrant conversions	—		6,851,057

Net cash (used in) provided by financing activities	( 57,875,671 )		130,993,784
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH	( 57,107,411 )		65,735,161
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE BEGINNING OF THE PERIOD	131,944,282		25,588,668
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT THE END OF THE PERIOD	$	74,836,871	$	91,323,829

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Non-cash investment in other investments	$	5,000,000	$	—
Non-cash issuance of series A convertible preferred stock	5,000,000		—

SUPPLEMENTAL DISCLOSURES:
Interest paid	12,730,004		4,635,611
Income taxes paid, net of refunds	—		2,691,871

See condensed notes to consolidated financial statements.

ABACUS GLOBAL MANAGEMENT , INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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, the results of our operations, and cash flows for the periods presented. The Interim Financial Statements are not necessarily indicative of the results to be expected for the full year, or any other period. All references to financial information in the Interim Financial Statements in the condensed notes to Interim 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.

2. 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. Below we discuss the impact of new accounting standard updates (“ASU”) issued by the Financial Accounting Standards Board’s (“FASB”) to the Interim Financial Statements.

ASU 2025-03 —”Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity ”. In May 2025, the FASB issued ASU

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2025-03 to revise current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (VIE) that meets the definition of a business. The amendments require that an entity consider the same factors that are currently required for determining which entity is the accounting acquirer in other acquisition transactions. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this ASU require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period.Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.

ASU 2025-04 —”Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer ”. In May 2025, the FASB issued ASU 2025-04 to revise the definition of the term performance condition for share-based consideration payable to a customer. The revised definition incorporates conditions (such as vesting conditions) that are based on the volume or monetary amount of a customer’s purchases (or potential purchases) of goods or services from the grantor (including over a specified period of time). The amendments in this ASU are effective for all entities for annual reporting periods (including interim reporting periods within annual reporting periods) beginning after December 15, 2026. Early adoption is permitted for all entities. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.

ASU 2025-05 —”Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets ”. In July 2025, the FASB issued ASU 2025-05 to provide all entities with a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. All entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this ASU will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. Although early adoption of this ASU is permitted, the Company’s management chose to not early adopt this ASU. This ASU is not expected to have a significant impact to the Company’s consolidated financial statements when adopted.

Tax Reform —On July 4, 2025, the One Big Beautiful Bill Act (the “OBBB”) was signed into law. The OBBB made several revisions to the U.S. tax code including modifications to fixed asset depreciation, limitation on deductions for interest expense, and international tax provisions. The Company is still in the process of evaluating the OBBB and an estimate of the financial impact cannot be made at this time.

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

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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.

Note Receivable —The Company recorded a note receivable for a term loan made to an external party in April 2025 maturing in April 2028. The note receivable represents a term loan guaranteed by all assets of the borrower and is reported in other assets on the consolidated balance sheets. Refer to Note 9 Other Investments and Other Asset for additional information. Management regularly reviews collectability and will record an allowance for credit losses when deemed necessary. Management determines the allowance for credit losses based on a review of outstanding receivables, historical collection experience, current economic conditions, contractual terms, and reasonable and supportable forecasts. Receivable balances are charged off against the allowance for credit losses when deemed uncollectible (after all means of collection have been exhausted and the potential for recovery is deemed remote). Recoveries of receivable balances previously written off are recorded when received. As of June 30, 2025, management deems receivable amounts due to be collectable and has not recorded an allowance for credit losses for the three months ended June 30, 2025. Interest income is accrued on the principal amount of the term loan based on its contractual interest rate. Interest on the note receivable is accrued until it is probable that amounts due will not be received or the amounts due are 90 days past due and resumes accruing for the interest when amounts due are less than 90 days past due.

Concentrations —One customer accounted for 26 % (related party) of total revenue for the three months ended June 30, 2025 and one customer accounted for 15 % (related party) of total revenue for the six months ended June 30, 2025, respectively. One customer accounted for 12 % of total revenue for the three months ended June 30, 2024 and one customer accounted for 14 % of total revenue for the six months ended June 30, 2024, respectively.

The Company purchases life insurance policies from various funds, directly from policy holders (“Client Direct”), or from Brokers or Agents representing policy holders (collectively “Seller” or “Sellers”). The Company purchased life insurance policies from one Seller that accounted for 11 % of the total policies purchased for the three months ended June 30, 2025 and two Sellers that accounted for 13 % and 11 % of the total policies purchased for six months ended June 30, 2025, respectively. The Company purchased life insurance policies from one Seller that accounted for 54 % and of the total policies purchased for the three months ended June 30, 2024 and three Sellers that accounted for 37 % , 11 % and 10 % of the total policies purchased for the six months ended June 30, 2024, respectively.

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 June 30, 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 Notes 7 Goodwill and Other Intangible Assets, 11 Segment Reporting, and 19 Related Parties for further information.

3. BUSINESS COMBINATIONS

Carlisle Acquisition

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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 Identified	Fair Value
Intangibles	$	51,700,000
Current assets	9,570,953
Management and performance fee receivable, related party	13,914,055
Non-current assets	4,080,820
Deferred tax liabilities	( 12,893,980 )
Accrued expenses	( 6,325,921 )
Other liabilities	( 8,091,962 )
Net assets acquired	51,953,965
Goodwill	93,745,891
Total purchase price	$	145,699,856

Intangible assets were comprised of the following:


Asset Type	Fair Value		Useful Life	Valuation Methodology
Management agreements	$	47,400,000	4 - 8 years	Multi-period excess earnings method
Trade name	2,000,000		10 years	Relief from royalty method

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Asset Type	Fair Value		Useful Life	Valuation Methodology
Non-compete agreements	2,300,000		3 years	With 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 Carlisle Acquisition as if the Companies were combined for presented 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 June 30,		Unaudited For The Six Months Ended June 30,
	2024		2024
Pro forma revenue	$	35,956,962	$	64,307,645
Pro forma net income	3,074,858		26,562,177

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 $ 10.2 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”).

The Company finalized the valuations related to the acquired assets and liabilities of FCF on June 30, 2025.

The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.

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Net Assets Identified	Fair Value (as previously reported)		Adjustments		Adjusted Fair Value (as finalized on June 30, 2025)
Intangibles	$	5,300,000	$	—	$	5,300,000
Current Assets	575,212		—		575,212
Deferred tax assets	116,313		—		116,313
Accrued Expenses	( 225,515 )		( 39,534 )		( 265,049 )
Net assets acquired	5,766,010		( 39,534 )		5,726,476
Goodwill	4,620,119		( 61,834 )		4,558,285
Total purchase price	$	10,386,129	$	( 101,368 )	$	10,284,761

Intangible assets were comprised of the following:


Asset Type	Fair Value		Useful Life	Valuation Methodology
Customer relationships - investment advisory agreements	$	3,800,000	3 years	Multi-period excess earnings method
Non-compete agreements	1,100,000		1 year	With and without method
Internally developed and used technology	400,000		3 years	Relief from royalty method
Total fair value	$	5,300,000

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 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, K. Scott Kirby, and Sean McNealy, Co-Founders and Presidents of the Company. The Company paid approximately $ 2.1 million in cash, net of cash acquired, to acquire 100 % of the interest in NIB.

The NIB 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 Life Solutions 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 NIB on June 30, 2025. The following table presents the fair value of the assets acquired and the liabilities assumed in connection with the business combination.

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Net Assets Identified	Fair Value (as finalized on June 30, 2025)
Intangibles	$	1,393,300
Current assets	911,478
Deferred tax assets	25,388
Accrued expenses	( 16,908 )
Net assets acquired	2,313,258
Goodwill	686,742
Total purchase price	$	3,000,000

Intangible assets were comprised of the following:


Asset Type	Fair Value		Useful Life	Valuation Methodology
Customer relationships	$	1,393,300	10 years	Multi-period excess earnings method
Total fair value	$	1,393,300

4. REVENUES

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Asset management:
Related party asset management fees	$	6,700,984	$	—	$	13,399,185	$	—
Asset management fees	1,503,839		—		2,232,849		—
Related party servicing revenue	454,065		120,670		780,552		305,855
Portfolio servicing revenue	102,988		84,218		122,367		116,968
Total asset management revenue	8,761,876		204,888		16,534,953		422,823
Life solutions:
Realized gains from life insurance policies held using the fair value method	10,025,640		14,071,261		22,689,625		23,549,473
Premiums paid on sold life insurance policies held using the fair value method	( 178,584 )		( 406,851 )		( 608,584 )		( 723,303 )
Premiums paid on unsold life insurance policies held using the fair value method	( 7,065,396 )		( 2,709,195 )		( 14,873,756 )		( 4,823,783 )
Unrealized gains from life insurance policies held using the fair value method	26,840,281		16,051,149		55,348,517		21,341,703
Realized and unrealized gains from life insurance policies held using the fair value method	29,621,941		27,006,364		62,555,802		39,344,090
Related party realized gains from life insurance policies held using the fair value method	53,687,040		—		56,153,818		—
Related party premiums paid on sold life insurance policies held using the fair value method	( 1,536,451 )		—		( 1,606,164 )		—
Related party reversal of unrealized gains from prior quarter related to life insurance policies held using the fair value method	( 35,975,318 )		—		( 37,471,037 )		—

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Related party realized and unrealized gains from life insurance policies held using the fair value method	16,175,271		—		17,076,617		—
Fee-based services	338,787		—		338,787		6,959,273
Investment income from life insurance policies held using the investment method	—		7,393		—		507,393



Originations	1,164,845		1,857,457		$	3,628,295	$	3,329,707
Total life solutions revenue	47,300,844		28,871,214		83,599,501		50,140,463
Technology services:
Technology services	161,900		—		229,512		—
Total technology services revenue	161,900		—		229,512		—
Total revenue	$	56,224,620	$	29,076,102	$	100,363,966	$	50,563,286

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


Balance Sheet Account	June 30, 2025		December 31, 2024
Management and Performance Fee Receivables:
Accounts receivable, related party	$	9,218,910	$	6,772,073
Management and performance fee receivable, related party	14,501,482		13,379,301
Total management and performance fee receivables	$	23,720,392	$	20,151,374
Retrocession Fee Payable:
Other current liabilities	$	5,255,834	$	3,216,639
Retrocession fees payable	5,361,714		5,312,214
Total retrocession fees payable	$	10,617,548	$	8,528,853

Contract Balances —We had no contract assets at June 30, 2025 and December 31, 2024. The balances of contract liabilities arising from originated contracts with customers were as follows:


	June 30, 2025		December 31, 2024
Contract liabilities, deposits on pending settlements	$	45,869	$	2,473,543
Total contract liabilities	$	45,869	$	2,473,543

Revenue recognized during the first quarter of 2025 that was included in our contract liabilities balance at December 31, 2024 was $ 1,805,250 .

5. LIFE SETTLEMENT POLICIES

As of June 30, 2025, the Company held 600 life settlement policies, of which 595 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 $ 1,138,815,252 as of June 30, 2025, with a corresponding fair v alue of $ 386,144,698 . The aggregate face value of policies accounted for using the

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investment method was $ 2,225,000 as of June 30, 2025 , with a corresponding carrying value of $ 1,109,808 . Differences between the face value and the net death benefit of certain policies is due to return of premium policies offset by loans on policies.

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 June 30, 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 June 30, 2025:

Policies Carried at Fair Value :


Remaining Life Expectancy (Years)	Policies	Face Value		Net Death Benefit		Fair Value
0-1	2	$	1,500,000	$	1,500,000	$	1,285,180
1-2	24	25,837,123		24,324,413		16,441,213
2-3	52	77,441,105		81,280,511		51,530,464
3-4	73	193,010,455		181,435,636		100,250,911
4-5	42	56,967,790		64,051,427		30,761,476
Thereafter	402	784,058,779		789,320,374		185,875,454
Total	595	$	1,138,815,252	$	1,141,912,361	$	386,144,698

Policies Accounted for Using the Investment Method:


Remaining Life Expectancy (Years)	Policies	Face Value		Net Death Benefit		Carrying Value




4-5	1	$	750,000	$	750,000	$	424,871
Thereafter	4	1,475,000		1,498,637		684,937
Total	5	$	2,225,000	$	2,248,637	$	1,109,808

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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 June 30, 2025, are as follows:


2025 remaining	$	35,378
2026	64,043
2027	60,235
2028	27,866
2029	8,002
Thereafter	9,422
Total	$	204,946

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 that would impact the carrying value of policies.

6. PROPERTY AND EQUIPMENT—NET

Property and equipment balances are composed of the following:


	June 30, 2025		December 31, 2024
Computer equipment	$	1,552,051	$	1,127,188
Furniture and fixtures	232,348		91,125
Leasehold improvements	119,640		38,405

Property and equipment—gross	1,904,039		1,256,718

Less: accumulated depreciation	( 386,194 )		( 231,652 )
Property and equipment—net	$	1,517,845	$	1,025,066

Depreciation expense for the three months ended June 30, 2025 and 2024, was $ 87,716 and $ 44,418 , respectively. Depreciation expense for the six months ended June 30, 2025 and 2024, was $ 154,542 and $ 59,363 , respectively.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill of $ 238,921,108 was recognized as a result of the business combinations, which represent the excess fair value of consideration over the fair value of the underlying net assets. Refer to Note 3, Business Combinations, for further discussion.

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


Reportable Segment	December 31, 2024		Additions		Adjustments		June 30, 2025
Life Solutions	$	139,930,190	$	686,742	$	—	$	140,616,932
Asset Management	98,366,010		—		( 61,834 )		98,304,176
Total	$	238,296,200	$	686,742	$	( 61,834 )	$	238,921,108

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Intangible assets acquired comprised of the following:

Asset Type

Fair Value

Useful Life

Valuation Methodology

Management agreements

47,400,000

4 - 8 years

Multi-period excess-earnings method

Customer relationships

28,793,300

3 - 10 years

Multi-period excess-earnings method

Non-compete agreements

7,400,000

1 - 3 years

With or Without Method

Internally developed and used technology

2,100,000

2 - 3 years

Replacement Cost Method

Trade Name

2,000,000

10 years

Relief from Royalty Method

State Insurance Licenses

2,700,000

Indefinite

Replacement Cost Method

Trade Name

900,000

Indefinite

Relief from Royalty Method

Total

91,293,300

Intangible assets and related accumulated amortization are as follows:


	June 30, 2025
	Gross Value		Accumulated Amortization		Net Book Value
Definite-Lived Intangible Assets:
Management agreements	$	47,400,000	$	4,863,610	$	42,536,390
Customer relationships	28,793,300		8,563,721		20,229,579
Non-compete agreements	7,400,000		5,088,889		2,311,111
Internally developed and used technology	2,100,000		1,744,445		355,555
Trade Name	2,000,000		116,667		1,883,333
Total	$	87,693,300	$	20,377,332	$	67,315,968

Indefinite-Lived Intangible Assets:
State Insurance Licenses	$	2,700,000	$	—	$	2,700,000
Trade Name	900,000		—		900,000
Total	$	91,293,300	$	20,377,332	$	70,915,968

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 $ 4,667,987 and $ 1,682,083 for the three months ended June 30, 2025 and 2024, respectively. Amortization expense for definite-lived intangible assets was $ 9,301,141 and $ 3,364,167 for the six months ended June 30, 2025 and 2024, respectively.

Estimated annual amortization of intangible assets for the next five years ending December 31 and thereafter is as follows:


2025 remaining	$	7,844,308
2026	14,755,283
2027	14,558,060
2028	11,114,033
2029	7,523,616
Thereafter	11,520,668
Total	$	67,315,968

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The Company also had other intangible assets of $ 476,038 and $ 962,983 , net of related amortization, as of June 30, 2025 and December 31, 2024, respectively.

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

Convertible Promissory Note —The Company holds investments in convertible promissory notes in two separate unrelated entities (“Convertible Promissory Notes”) for an initial investment of $ 1,000,000 each. The value of the combined investment in these two entities was $ 3,287,463 and $ 2,205,904 as of June 30, 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 $ 1,000,000 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 Notes’ 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 June 30, 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 $ 3,287,463 and $ 2,205,904 , which includes accrued accumulated non-cash interest income of $ 287,463 and $ 205,904 , respectively. There was no unrealized gain or loss or credit losses recorded since inception. Interest income recognized for the three months ended June 30, 2025 and 2024 was $ 44,125 and $ 19,945 , respectively. Interest income recognized for the six months ended June 30, 2025 and 2024 was $ 81,559 and $ 59,640 , respectively.

9. OTHER INVESTMENTS AND OTHER ASSETS

Other Investments —The Company owns convertible preferred and common stock in four and two unrelated entities as of June 30, 2025 and December 31, 2024, respectively. The value of the combined investment in these four and two entities was $ 9,850,000 and $ 1,850,000 as of June 30, 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 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 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 im pairment of investments occurred for the three and six months ended June 30, 2025 and 2024.

Other Assets — The Company’s other assets are composed of the following:

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	June 30, 2025		December 31, 2024
Note receivable	$	8,986,197	$	—
Restricted cash deposits in compliance with various regulations	1,856,113		1,837,813
Other	3,508		14,032
Total other assets	$	10,845,818	$	1,851,845

On April 4, 2025, the Company lent $ 7,000,000 to unrelated party and recorded a note receivable. The note receivable matures on April 4, 2028. In addition, the Company charged 25 % paid in kind lender fees of $ 1,750,000 and added to the principal and recorded in other income in the Company’s consolidated statements of operations and comprehensive income (loss). The note receivable carries a fixed interest of 7 % plus the monthly Secured Overnight Financing Rate (“SOFR”) rate that is due monthly. The note receivable is guaranteed by 100% of the borrower’s assets. Paid in kind added to the principal interest income recognized for the three months ended June 30, 2025 was $ 236,197 . Paid in kind added to the principal interest income recognized for the six months ended June 30, 2025 was $ 236,197 .

10. 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 and six months ended June 30, 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 $ 166,887,084 and liabilities of $ 119,258,043 as of June 30, 2025. 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 as of December 31, 2024. The Company did not deconsolidate any entities during the period ended June 30, 2025, or during the year ended December 31, 2024.

During 2025, the Company established Abacus Enhanced Income Fixed LP, Abacus Enhanced Income Plus LP, Abacus Premiere Income Fixed LP, and Abacus Premiere Income Plus LP (collectively the “LP Funds”) and respective wholly owned general partner entities for the purpose of managing the LP Funds and servicing the policies invested by the LP Funds. The Company concluded that it does not have a controlling financial interest in the LP Funds pursuant to ASC 810. It was determined that the Company’s management has significant influence over the significant activities of the unconsolidated LP Funds through contract but does not have significant economic interest through equity or otherwise. As a result, life policy sales or fees charged to the LP Funds are considered related party activities. Refer to Note 4 Revenues and Note 19 Related Parties for additional information.

11. SEGMENT REPORTING

Segment Information —During the first quarter of 2025, the Company updated how it organizes its business. The Company organizes 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

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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 primarily to 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 reportable segments is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Asset management	$	8,761,876	$	204,888	$	16,534,953	$	422,823
Life solutions	47,300,844		28,871,214		83,599,501		50,140,463
Technology services	161,900		—		229,512		—


Total revenue	$	56,224,620	$	29,076,102	$	100,363,966	$	50,563,286

Cost of revenue (including stock-based compensation) related to the Company’s reportable segments is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Asset management	$	3,047,093	$	168,671	$	5,789,111	$	531,063
Life solutions	2,510,545		2,574,863		6,411,404		4,933,368
Technology services	497,006		—		962,536		—


Total cost of revenue (including stock-based compensation)	$	6,054,644	$	2,743,534	$	13,163,051	$	5,464,431

Gross profit related to the Company’s reportable segments and the reconciliation of the total gross profit to net income (loss) is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Asset management	$	5,714,783	$	36,217	$	10,745,842	$	( 108,240 )

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Life solutions	44,790,299		26,296,351		77,188,097		45,207,095
Technology services	( 335,106 )		—		( 733,024 )		—


Total gross profit	50,169,976		26,332,568		87,200,915		45,098,855

Sales and marketing	( 3,267,715 )		( 2,552,801 )		( 5,883,715 )		( 4,482,745 )
General and administrative (including stock-based compensation)	( 18,926,329 )		( 14,553,344 )		( 31,190,115 )		( 25,906,843 )
Depreciation and amortization expense	( 5,184,083 )		( 1,750,452 )		( 9,942,629 )		( 3,432,506 )
Other income	2,718,172		195,470		2,673,648		142,442
Gain (loss) on change in fair value of warrant liability	4,183,000		( 667,500 )		( 623,000 )		279,460
Interest expense	( 8,752,145 )		( 4,529,187 )		( 18,370,475 )		( 8,199,632 )
Interest income	1,012,278		639,906		2,187,279		1,061,332
Gain (loss) on change of fair value of debt	—		( 1,199,463 )		3,362,103		( 3,912,090 )
Unrealized (loss) gain on investments	( 272,254 )		( 362,482 )		—		802,484
Realized gain on equity securities, at fair value	—		856,744		—		856,744
Income tax expense	( 4,069,971 )		( 1,757,710 )		( 6,404,056 )		( 2,931,223 )
Less: Net (income) loss attributable to non-controlling interest	( 27,240 )		118,234		( 786,683 )		44,960
NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC.	$	17,583,689	$	769,983	$	22,223,272	$	( 578,762 )

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.

Revenue by geographic location:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
United States	$	42,988,604	$	26,537,067	$	91,437,205	$	46,121,442
Luxembourg	10,629,706		1,199,290		5,003,751		1,592,969
Other	2,606,310		1,339,745		3,923,010		2,848,875
Total revenue	$	56,224,620	$	29,076,102	$	100,363,966	$	50,563,286

12. 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

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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.

Available-For-Sale Securities, at Fair Value —Refer to Note 8 Available-For-Sale Securities, at Fair Value for an additional commitment as of June 30, 2025 to purchase $ 1,000,000 in convertible promissory notes from one investee.

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.

13. 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.

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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 June 30, 2025	Level 1		Level 2		Level 3		Total
Assets:
Life settlement policies, at fair value	$	—	$	—	$	386,144,698	$	386,144,698
Available-for-sale securities, at fair value	—		—		3,287,463		3,287,463

Total assets held at fair value	$	—	$	—	$	389,432,161	$	389,432,161

Liabilities:
Current portion of long-term debt, at fair value	$	—	$	—	$	117,869,504	$	117,869,504

Private Placement Warrants	—		—		9,968,000		9,968,000
Total liabilities held at fair value:	$	—	$	—	$	127,837,504	$	127,837,504


	Fair Value Hierarchy
As of December 31, 2024	Level 1		Level 2		Level 3		Total
Assets:
Life settlement policies, at fair value	$	—	$	—	$	370,398,447	$	370,398,447
Available-for-sale securities, at fair value	—		—		2,205,904		2,205,904

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	—		—		105,120,100		105,120,100
Private Placement Warrants	—		—		9,345,000		9,345,000
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. There have been no changes to the fair value methodology since June 30, 2023, but we have expanded our disclosures. 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 is based on Level 3 inputs that reflect our assumptions about what factors market participants would use in pricing the asset. Fair value is determined using a discounted cash flow (“DCF”) with Monte Carlo simulation to determine the fair value of each policy. This model uses a discount rate based on historical trade spreads applied to the policies in inventory analyzed by risk category. The Monte Carlo simulation is applied to each policy to generate one million mortality scenario simulations which provides a comprehensive distribution of potential outcomes and calculates expected cash flows. In certain circumstances, if there is a verbal commitment to purchase a specific policy as of the balance sheet date, we use that transaction price as the fair value as we believe it is a more precise estimate of exit price than that determined using historical data. Further information about the inputs to the valuation are listed below:

• Risk-Based Discount Rate: Each policy's discount rate is determined based on its proprietary risk score (1-5 scale), with discount rates directly calibrated to historical trade spread data for policies within the same risk category. This transaction-based approach ensures that discount rates reflect actual transaction pricing rather than theoretical market rates.

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• Historical trade spread: Each policy is fundamentally anchored by historical trade spreads for policies that the Company has transacted over recent years. These historical trade spreads represent the internal rates of return (“IRR") that equate the discounted cash flows of sold policies to their actual sale prices, providing direct market-based discount rates for the valuation model. These trade spreads include policies sold to third parties and to funds that are managed by us as the general partner, which we consider to be related parties. We believe these trades are representative of the market price at the time of the transaction. The discount rates used in the discounted cash flow calculations are derived from these historical trade spreads, categorized by risk score.

• Risk Score: Each policy is assigned a proprietary risk score from 1 to 5, with 5 being higher risk, based on multiple factors including insured age, life expectancy, life expectancy extension ratio, survival probability at breakeven, maturity probability, and risk-adjusted return on capital metrics.

• Life expectancy: Survival curves are generated using the Society of Actuaries 2015 VBT mortality tables adjusted by mortality ratings to achieve risk-adjusted life expectancies. For policies with multiple insureds, joint survival probabilities are calculated using statistical modeling techniques.

The Company performs quarterly lookback analysis to validate current valuations against actual market transactions. The quarterly lookback reviews policies sold during the current quarter and compares sale prices to fair value measures as of the prior quarter.

Risk Metrics and Portfolio Analysis

Expected Tail Loss (“ETL99”): The Company calculates Expected Tail Loss at the 99th percentile, representing the weighted average of net present values in the worst 1% of simulated scenarios. This metric is used in conjunction with average net present value (“NPV”) to derive Risk-Adjusted Return on Capital (“RAROC”) ratios for individual policies and portfolio-level risk assessment.

Portfolio Diversification: When evaluating policies as part of a portfolio, the Company performs correlated analysis across all holdings, recognizing that combining policies with varying risk profiles can mitigate tail risk exposure while maintaining expected returns.

Data Sources: Valuations are fundamentally based on historical trade spread analysis from over 1 thousand policy transactions, representing actual transaction-based IRRs by risk category. Current market conditions are incorporated through ongoing discussions with investors such as institutional asset managers, credit unions, regional banks, and reinsurers, and proprietary risk modeling developed from the Company's transaction history.

The following table provides quantitative information about significant unobservable inputs for Level 3 fair value measurements as of June 30, 2025:


Fair Value		Valuation Technique	Significant Unobservable Inputs	Weighted Average	Range
$	386,144,698	Discounted cash flow with Monte Carlo simulation	Discount rate supported by historical trade spreads by risk category	16 %	16 % — 18 %
			Historical trade spreads by risk category	22 %	14 % — 27 % 1
			Life expectancy (months)	63 months	1 month — 273 months
			Risk score	2.32	1 — 5

1 Historical trade spread represents the average trade spread on a quarterly basis over the last 8 quarters.

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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 $ 1,109,808 and $ 1,083,977 at June 30, 2025 and at December 31, 2024, respectively.

Discount Rate Sensitivity — 16 % 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 one percentage points and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of June 30, 2025, would be as follows:


	Fair Value		Change in Fair Value		Implied Trade Spread
+1%	$	372,430,691	$	( 13,714,007 )	18	%
No change	386,144,698				22	%
-1%	398,937,229		12,792,531		27	%

Historical Trade Spread Sensitivity —While the weighted average discount rate can fluctuate based on the overall mix of policies included in the company's portfolio at any given time, the discount rates are determined using historical trade spreads by risk category, which have a more consistent weighted average. As a result, we have supplementally added an additional sensitivity analysis for trade spreads. The fair value of life settlement policies is sensitive to changes in key unobservable inputs used to estimate the fair value of policies held by the Company and its investment funds. If the historical trade spread increased or decreased by one percentage points and the other assumptions used to estimate fair value remained the same, the change in estimated fair value as of June 30, 2025, would be as follows:


	Fair Value		Change in Fair Value
+1%	$	389,910,896	$	3,766,198
No change	386,144,698
-1%	383,570,882		( 2,573,816 )

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 June 30, 2025:


Carrier	Percentage of Face Value		Percentage of Fair Value		Carrier Rating 1
Transamerica	12.4	%	15.6	%	A
Lincoln National Life Insurance Company	11.4	%	12.6	%	A
John Hancock Life Insurance Company (U.S.A.)	15.6	%	11.1	%	A+

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1 Carrier ratings are based on AB Best ratings.

The following table provides a rollforward of the fair value of life insurance policies for the six months ended June 30, 2025:


Fair value at December 31, 2024	$	370,398,447
Policies purchased	205,307,659
Matured/sold policies	( 207,427,913 )
Realized gain on matured/sold policies	78,843,443
Premiums paid	( 17,088,504 )
Unrealized gain on held policies	17,866,505
Change in estimated fair value	79,621,444
Realized gain on matured/sold policies	( 78,843,443 )
Premiums paid	17,088,504
Fair value at June 30, 2025	$	386,144,698

Long-Term Debt —See Note 14, Long-Term Debt, for background information on the market-indexed debt. The Company elected the fair value option in accounting for certain debt instruments. Fair value is determined using Level 3 inputs. The valuation methodology for the LMATT notes was based on the Black-Scholes-Merton option-pricing formula and a discounted cash flow analysis. Inputs to the Black-Scholes-Merton model included (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 included a discount rate that was 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 was evaluated for reasonableness by benchmarking it to yields on actively traded comparable securities. The last of the LMATT notes was paid off in January 2025 based on the historical cost of $ 11,229,560 as of December 31, 2024. As a result, the accumulated total change in fair value of the debt was reversed resulting in a gain of $ — and $( 3,362,103 ) for the three and six months ended June 30, 2025, respectively, which is included within the gain on change in fair value of debt within the consolidated statement of operations and comprehensive income (loss).

The following table provides a rollforward of the fair value of the outstanding debt for the six months ended June 30, 2025:


Fair value at December 31, 2024	$	142,550,436
Debt issued to third parties	24,732,253
Repayment of debt	( 46,213,206 )
Unrealized gain 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 accrual	143,630
Deferred issuance costs	18,494
Fair value at June 30, 2025	$	117,869,504

Private Placement Warrants —The Company has 8,900,000 private placement warrants (“Private Placement Warrants”) outstanding as of June 30, 2025 and December 31, 2024. Each Private Placement Warrant is exercisable for one 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 (a) 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 (b) 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

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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.

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


			Private Placement Warrants
Expected implied volatility			de minimis
Risk-free interest rate			4.09 %
Term to expiration			5.0 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.

On June 30, 2025, the Company filed an exchange offer to warrant holders to redeem all outstanding Public Warrants and Private Placement Warrants in exchange for the Company’s common stock at a rate of 0.23 common shares per each outstanding warrant. Refer to Note 22 Subsequent Events for additional information.

Available-for-Sale Investment —The convertible promissory notes are classified as an 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 June 30, 2025 and December 31, 2024, the Company evaluated the fair value of its Convertible Promissory Notes and determined that the fair value approximates the carrying value of $ 3,287,463 and $ 2,205,904 , respectively.

Financial Instruments Where Carrying Value Approximates Fair Value —Th e carrying value of cash and cash equivalents, accounts receivables, accounts receivable, related party, income tax receivables, accrued expenses, and other current liabilities approximates fair value due to the short-term nature of their maturities.

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14. LONG-TERM DEBT

Outstanding principal balances of long-term debt is comprised of the following:


		June 30, 2025				December 31, 2024
	Maturity Date	Cost		Fair value		Cost		Fair value
Market-indexed notes, at fair value:
LMATT Series 2024, Inc.	December 31, 2024	$	—	$	—	$	11,229,560	$	14,591,663


Secured borrowing, at fair value:
Senior Secured Credit Facility	December 10, 2030	99,500,000		99,500,000		100,000,000		100,000,000
LMA Income Series, LP	December 31, 2025	—		—		22,838,673		22,838,673
LMA Income Series II, LP	March 31, 2026	118,587,332		118,587,332		105,856,422		105,856,422
Deferred issuance costs		( 4,272,134 )		( 4,272,134 )		( 4,533,917 )		( 4,533,917 )
Unsecured borrowing:
Fixed Rate Senior Unsecured Notes	November 15, 2028	133,377,075		133,377,075		133,377,075		133,377,075

Sponsor PIK Note	July 5, 2028	13,296,214		13,296,214		12,525,635		12,525,635
Deferred issuance costs and discounts		( 3,427,208 )		( 3,427,208 )		( 3,837,451 )		( 3,837,451 )
Total debt		357,061,279		357,061,279		377,455,997		380,818,100
Less current portion of long-term debt		( 118,869,504 )		( 118,869,504 )		( 34,068,233 )		( 38,430,336 )
Total long-term debt		$	238,191,775	$	238,191,775	$	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 to repay debt and 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 provided 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

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$ 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) 1.00 % 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 June 30, 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, was a market-indexed instrument designed to provide upside performance exposure of the S&P 500 Index, while limiting downward exposure. The note matured in December of 2024, the principal, plus the return based upon the S&P 500 Index were repaid in January 2025. The note had a feature to protect debt holders from market downturns, up to 40 %. Any subsequent losses below the 40 % threshold were to reduce the note on a one -to-one basis. As of June 30, 2025, $ — of the principal amount remained outstanding.

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

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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 June 30, 2025 and December 31, 2024, the fair value of the 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 did 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 were also no restrictive covenants associated with the notes.

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 was three years ending in December 2025 with the ability to extend for two additional one-year periods at the discretion of the general partner, LMA Income Series, GP, LLC. The limited partners received 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 received 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 and six months ended June 30, 2025.

The private placement offerings proceeds were used to acquire and actively manage a large and diversified portfolio of financial assets. LMA, through its consolidated subsidiaries, served as the portfolio manager for the financial asset portfolio, which included 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 recognizes the proceeds received from the offering as a secured borrowing.

Dividends paid and accrued were included in interest expense. The excess dividend returns were not paid by LMA Income Series, LP until termination, were considered non-cash interest expense, and were included in the principal balance outstanding. As of June 30, 2025 and December 31, 2024, $ 143,630 and $ 949,229 in non-cash interest expense was added to the outstanding principal balance, respectively.

During 2025, the Company paid $ 22,982,303 to extinguish this 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 June 30, 2025 and December 31, 2024, the fair value of the secured borrowing was $ — and $ 22,838,673 , respectively. LMAIS was secured by its assets, which included cash, accounts receivable, and life settlement policies.

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 was three

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years ending in March 2026 with the ability to extend for two additional one-year periods ending on June 30, 2027 and on December 31, 2028. The limited partners receive annual dividends equal to the Preferred Return Amounts as follows: Capital commitment of less than $ 500,000 , 8.0 %; between $ 500,000 and $ 1,000,000 , 8.25 %; and over $ 1,000,000 , 8.5 %. Thereafter, 100 % of the excess are to be paid to the General Partner.

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 recognizes the proceeds received from the offering as a secured borrowing.

During 2025, LMA Income Series II GP LLC, through the LMA Income Series II LP, admitted $ 24,732,253 additional limited partnership interests and redeemed $ 12,001,343 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 June 30, 2025 and December 31, 2024, the fair value of the secured borrowing was $ 118,587,332 and $ 105,856,422 , respectively. LMAIS II is secured by its assets, which includes cash, accounts receivable, and life settlement policies totaling $ 165,894,952 as of June 30, 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 12.0 % 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 June 30, 2025 and December 31, 2024, $ 2,824,566 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. Non-cash interest expense recognized for the three months ended June 30, 2025 and 2024 was $ 391,040 and $ 347,028 , respectively. Interest expense recognized for the six months ended June 30, 2025 and 2024 was $ 770,579 and $ 683,850 , respectively.

Maturities of long-term debt (secured and unsecured) outstanding, including current maturities, excluding unamortized debt issuance costs, as of June 30, 2025 are as follows:

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Years	Amount
2025 remaining	$	500,000
2026	119,587,332
2027	1,000,000
2028	147,673,289
2029	1,000,000
Thereafter	95,000,000
Total	$	364,760,621

15. 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 and outstanding. Holders of the Company’s common stock are entitled to one vote for each share. As of June 30, 2025, there were 97,954,471 shares of common stock issued, of which 91,824,768 are outstanding and 6,129,703 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 and the Company issued 5,000 shares of Series A Convertible Preferred Stock with a $ 5,000,000 aggregate liquidation preference in in a private placement transaction. The outstanding shares of Series A Convertible Preferred Stock are 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 June 30, 2025, the Company had 11,723,395 public warrants (“Public Warrants”) outstanding. Each redeemable whole Public Warrant entitles the holder thereof to purchase one 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

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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, 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.

The Company accounts for the Public Warrants as equity instruments.

During the first quarter of 2025, the Company negotiated a non-cash conversion of approximately 5 million of the Company’s public warrants in exchange for approximately 1 million of the Company’s common stock. On June 30, 2025, the Company filed an exchange offer to warrant holders to redeem all outstanding Public Warrants and Private Placement Warrants in exchange for the Company’s common stock at a rate of 0.23 common shares per each outstanding warrant. Refer to Note 22 Subsequent Events for additional information.

Stock Repurchase Program

Occasionally, the Company’s Board of Directors approves stock repurchase programs. 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.

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On December 11, 2023, the Company’s 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.

On April 9, 2025 and on June 5, 2025, the Company’s Board of Directors authorized the Company to repurchase up to an additional $ 15,000,000 and $ 20,000,000 , respectively, extending the term of the program by 18 months to December 2026.

As of June 30, 2025, $ 2,923,082 remained available for repurchase under the stock repurchase programs.

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


	Total Number of Shares Purchased	Cost of Shares Repurchased		Average Price Paid per Share
As of December 31, 2024	1,048,226	$	12,025,137	$	11.61
January 1, 2025 to January 31, 2025	—	—		—
February 1, 2025 to February 29, 2025	—	—		—
March 1, 2025 to March 31, 2025	—	—		—
April 1, 2025 to April 30, 2025	1,763,303	14,023,198		7.98
May 1, 2025 to May 31, 2025	477,223	4,083,214		8.57
June 1, 2025 to June 30, 2025	2,840,951	16,945,369		5.99
As of June 30, 2025	6,129,703	$	47,076,918	$	8.24

16. 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 RSUs, 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 is three 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 and are made available for subsequent awards.

After the approved amendment to the Long-Term Incentive Plan, 6,072,919 shares of common stock remained available for issuance.

The following table shows a summary of the unvested restricted stock under the 2023 Long-Term Equity Compensation Incentive Plan as of June 30, 2025 as well as activity during the year:


	Number of shares	Weighted Average Grant Date Fair Value
Restricted stock units, unvested, December 31, 2024	3,475,760	$	6.98
Granted	2,994,434	8.33

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	Number of shares	Weighted Average Grant Date Fair Value
Vested	( 36,000 )	12.37
Forfeited	( 4,713 )	7.01
Restricted stock units, unvested, June 30, 2025	6,429,481	$	7.58

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 volatility	23.00		%
Risk-free interest rate	3.98		%
Expected option life	5.81 years
Weighted average fair value of stock 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 Options	Weighted Average Exercise Price
Options outstanding, December 31, 2024	345,263	$	12.37
Granted	—	—
Exercised	—	—
Expired or cancelled	—	—
Options exercisable, June 30, 2024	345,263	$	12.37

Compensation costs recognized for RSUs and stock options were $ 3,486,829 and $ 6,165,459 for the three months ended June 30, 2025 and 2024, respectively. The three months ended June 30, 2024 included $ 4,583,632 of CEO Restricted Stock that was fully vested on November 21, 2024. Compensation costs recognized for RSUs and stock options were $ 5,842,224 and $ 12,258,830 for the six months ended June 30, 2025 and 2024, respectively. The six months ended June 30, 2024 included $ 9,167,264 of CEO Restricted Stock that was fully vested on November 21, 2024.

For the three months ended June 30, 2025, $ 485,320 and $ 3,001,509 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. For the six months ended June 30, 2025, $ 970,639 and $ 4,871,585 of the compensation costs is recorded in cost of revenue (including stock-based

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compensation) and in general and administrative expense (including stock-based compensation) in the consolidated statements of operations and comprehensive income (loss), respectively.

As of June 30, 2025, there was approximately $ 26,404,842 of unrecognized compensation costs related to RSUs and stock options which the Company expects to recognize over the next 2.3 years.

17. 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 substantially covers 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 June 30, 2025 and 2024, the Company recognized expenses related to the 401(k) Plan amounting to $ 197,685 and $ 90,716 , respectively. For the three months ended June 30, 2025 and 2024, the Company did not make discretionary contributions. For the six months ended June 30, 2025 and 2024, the Company recognized expenses related to the 401(k) Plan amounting to $ 315,808 and $ 199,532 , respectively. For the three and six months ended June 30, 2025 and 2024, the Company did not make discretionary contributions.

18. INCOME TAXES

For the three months ended June 30, 2025 and 2024, the Company recorded a provision for income taxes of $ 4,069,971 and $ 1,757,710 , respectively. The effective tax rate is 18.8 % for the three months ended June 30, 2025 primarily driven by the increase in net income. The effective rate for the three months ended June 30, 2024 was 73.0 % primarily driven by the portion of the stock-based compensation expense deduction limited by the Internal Revenue Code (IRC) Section 162(m).

For the six months ended June 30, 2025 and 2024, the Company recorded a provision for income taxes of $ 6,404,056 and $ 2,931,223 , respectively. The effective tax rate is 21.8 % for the six months ended June 30, 2025 primarily driven by the increase in net income. The effective rate for the six months ended June 30, 2024 was 127.0 % primarily driven by the portion of the stock-based compensation expense deduction limited by the Internal Revenue Code (IRC) Section 162(m).

The Company did not have any unrecognized tax benefits relating to uncertain tax positions at June 30, 2025 and December 31, 2024, and did not recognize any interest or penalties related to uncertain tax positions at June 30, 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.

19. RELATED-PARTY TRANSACTIONS

The Sponsor PIK Note for $ 13,296,214 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. Life policy sales to the LP Funds are also considered related party activity. In addition, management fees, performance fees, servicing fees and certain expense reimbursement from the Carlisle Funds and LP Funds are considered related party transactions.

As of June 30, 2025, the Company had $ 10,989,251 and $ 14,501,482 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. The Company may at times purchase life policies with different risk characteristics

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and risk profiles from the Carlisle Funds for life solutions revenue purposes. As of June 30, 2025 the Company paid $ 2,535,875 to acquire policies from the Carlisle Funds.

For the three months ended June 30, 2025 and 2024, the Company recognized $ 16,175,271 and $ — in realized and unrealized gains from life policy sales to the Carlisle Funds and the LP Funds, respectively. For the six months ended June 30, 2025 and 2024, the Company recognized $ 17,076,617 and $ — in realized gains from life policy sales to the Carlisle Funds, respectively.

For the three months ended June 30, 2025 and 2024, the Company recognized $ 454,065 and $ — in servicing revenue from the Carlisle Funds, respectively. For the six months ended June 30, 2025 and 2024, the Company recognized $ 780,552 and $ — in servicing revenue from the Carlisle Funds, respectively.

The Company had 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 service revenue related to policy and administrative services on behalf of the Nova Funds. The servicing fee was equal to fifty basis points ( 0.50 %) times the monthly invested amount in policies held by Nova Funds divided by 12. The Company earned $ — and $ 120,670 in service revenue related to the Nova Funds for the three months ended June 30, 2025 and 2024, respectively. The Company earned $ — and $ 305,855 in service revenue related to the Nova Funds for the six months ended June 30, 2025 and 2024, respectively. The Company at times purchased policies it serviced for the Nova Funds for active management trading purposes. As of June 30, 2024 the Company paid $ 53,187,029 to acquire policies from the Nova Funds.

20. 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 .

In April 2025, 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 $ 423,816 .

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


	As of June 30, 2025		As of December 31, 2024
Assets:
Operating lease right-of-use assets	$	4,867,682	$	4,722,573

Liabilities:
Current operating lease liabilities	646,851		515,597
Non-current operating lease liabilities	4,713,328		4,580,158
Total lease liability	$	5,360,179	$	5,095,755

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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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Operating lease cost	$	348,722	$	128,607	$	527,865	$	250,440
Variable lease cost	123,343		125,476		148,493		146,245
Total lease cost	$	472,065	$	254,083	$	676,358	$	396,685

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


	Six Months Ended June 30,
	2025		2024
Cash paid for amounts included in the measurement of the lease liability:
Operating cash flows from operating leases	$	557,043	$	289,498
ROU assets obtained in exchange for new lease liabilities	423,816		359,352

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


	Six Months Ended June 30,
	2025		2024
Weighted-average remaining lease term (in years)	6.30		5.51
Weighted-average discount rate	9.77	%	9.67	%

Future minimum noncancellable lease payments under the Company’s operating leases on an undiscounted basis reconciled to the respective lease liability at June 30, 2025 are as follows:


	Operating leases
Remaining of 2025	$	562,639
2026	1,150,350
2027	1,184,883
2028	1,220,381
2029	1,256,990
Thereafter	1,861,396
Total operating lease payments (undiscounted)	7,236,639
Less: Imputed interest	( 1,876,460 )
Lease liability as of June 30, 2025	$	5,360,179

21. 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

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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 stockholders:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income (loss)	$	17,610,929	$	651,749	$	23,009,955	$	( 623,722 )
Less: net (income) loss income attributable to noncontrolling interest	( 27,240 )		118,234		( 786,683 )		44,960
Less: dividends declared on the series A convertible preferred stock	( 93,750 )				( 93,750 )
Net income (loss) attributable to common stockholders for basic earnings (loss) per share	17,489,939		769,983		22,129,522		( 578,762 )
Weighted average shares outstanding for basic earnings (loss) per share	94,690,195		63,846,170		95,437,545		63,087,878
Basic earnings (loss) per share	$	0.18	$	0.01	$	0.23	$	( 0.01 )

The table below illustrates the reconciliation of the earnings or loss and number of shares used in our calculation of diluted earnings or loss per share attributable to common stockholders:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net income (loss) attributable to common stockholders for basic earnings (loss) per share	$	17,489,939	$	769,983	$	22,129,522	$	( 578,762 )
Reversal of gain on change in fair value of warrant liability	—		—		—		( 208,631 )
Numerator used to calculate diluted earnings (loss) per share	$	17,489,939	$	769,983	$	22,129,522	$	( 787,393 )

Weighted average shares outstanding for basic earnings (loss) per share	94,690,195		63,846,170		95,437,545		63,087,878
Effect of dilutive shares outstanding:
RSUs	2,182,275		1,399,765		2,073,877		—
Restricted Stock	—		1,916,885		—		—
Series A preferred stock	500,000		—		290,055		—


Private Placement Warrants	—		—		—		14,332
Weighted average shares for diluted earnings (loss) per share	97,372,470		67,162,820		97,801,477		63,102,210
Diluted earnings (loss) per share	$	0.18	$	0.01	$	0.23	$	( 0.01 )

22. 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. Based upon the review,

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management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than what is disclosed below.

Insurance Brokerage Firm Acquisition —The Company expects to complete an acquisition of an insurance brokerage firm, a Delaware limited liability company (the “Insurance Brokerage Firm Acquisition”) during the third quarter of 2025. The Company’s note receivable outstanding of approximately $ 9.0 million from the insurance brokerage firm will be used as consideration to acquire 100 % of the interest in the insurance brokerage firm.

Warrant conversions — On June 30, 2025, the Company announced the commencement of an exchange offer relating to its (i) outstanding Public Warrants and (ii) outstanding Private Placement Warrants to purchase shares of the Company’ common stock (the “Offer”). The Company is offering to all holders of outstanding warrants the opportunity to receive 0.23 shares of common stock in exchange for each warrant tendered by the holder and exchanged pursuant to the Offer. Pursuant to the Offer, the Company is offering up to an aggregate of 4,743,381 shares of common stock in exchange for the warrants. Concurrently with the Offer, the Company is also soliciting consents (the “Consent Solicitation”) from holders of the Public Warrants to amend the warrant agreement that governs all of the warrants (the “Warrant Agreement”) to permit the Company to require that each warrant that is outstanding upon the closing of the Offer be exchanged for 0.207 shares of common stock, which is a ratio 10% less than the exchange ratio applicable to the Offer (such amendment, the “Warrant Amendment”).The Offer and Consent Solicitation will expire at 11:59 p.m., Eastern Time, on July 29, 2025, or such later time and date to which the Company may extend (the “Expiration Date”), as described in the Company’s Offer filed with the SEC. Tendered warrants may be withdrawn by holders at any time prior to the Expiration Date. Pursuant to the terms of the Warrant Agreement, all except certain specified modifications or amendments require the vote or written consent of holders of at least 50 % of the outstanding public warrants. The Offer and Consent Solicitation expired at 11:59 p.m., Eastern Time, on July 29, 2025. The Company has been advised that 18,188,277 warrants (including 500 warrants tendered through guaranteed delivery), or approximately 88 % of the outstanding warrants, were validly tendered and not validly withdrawn prior to the expiration of the Offer and Consent Solicitation. The Company accepted all validly tendered warrants for exchange and settlement on or before July 30, 2025. In addition, pursuant to the Consent Solicitation, the Company received the approval of parties representing approximately 83 % of our outstanding public warrants and 94 % of our outstanding private placement warrants to enter into the Warrant Amendment, which exceeds the threshold of 50 % of the outstanding public warrants required to effect the Warrant Amendment. Accordingly, the Company and Continental Stock Transfer & Trust Company entered into the Warrant Amendment, dated July 30, 2025, and the Company exercised its right, in accordance with the terms of the Warrant Amendment, to exchange each warrant that is outstanding upon the closing of the Offer for 0.207 shares of common stock per warrant. The Company has fixed the date for the Post-Offer Exchange as August 14, 2025. As a result of the completion of the Offer and the Post-Offer Exchange, no warrants will remain outstanding. Accordingly, the public warrants are expected to be suspended from trading on the Nasdaq as of the close of business on August 14, 2025, and will be delisted.

*****

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

ABACUS GLOBAL MANAGEMENT, INC. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Note Regarding Forward-Looking Statements

The statements contained in this Quarterly Report on Form 10-Q that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding our expectations, hopes, intentions or strategies regarding the future. In addition to historical financial analysis, this discussion and analysis contains forward-looking statements based upon current expectations that involve risks, uncertainties, and assumptions, as described under the heading “Cautionary Note Regarding Forward-Looking Statements. ” All forward-looking statements included in this document are based on information available to us on the date hereof, and we assume no obligation to update any such forward-looking statements. Actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to: the potential impact of our business relationships, including with our employees, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; weakness or adverse changes in the level of activity in our sector or the sectors of our affiliated companies, which may be caused by, among other things, high or increasing interest rates, or a weak U.S. economy; significant competition that our operating subsidiaries face; compliance with extensive government regulation; and other risks detailed in the those set forth under “Risk Factors” or elsewhere in this quarterly statement and in our 2024 Annual Report on Form 10-K. Unless the context otherwise requires, references in this “Abacus Global Management, Inc. Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” and “Company” are intended to mean the business and operations of Abacus Global Management, Inc.

The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of the Company’s financial condition and results of operations. This discussion should be read in conjunction with the Company’s financial statements and related notes thereto that appear elsewhere in this Quarterly Report on Form 10-Q and our 2024 Annual Report on Form 10-K.

Business Overview

The Company is a leading financial services company specializing in alternative asset management, data-driven wealth solutions, technology innovations, and institutional services. With a focus on longevity-based assets and personalized financial planning, Abacus leverages proprietary data analytics and decades of industry expertise to deliver innovative solutions that optimize financial outcomes for individuals and institutions worldwide .

Performance Measures

NM = Not meaningful.

Results of Operations

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not indicative of future results:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
REVENUES:
Asset management	$	8,761,876	$	204,888	$	16,534,953	$	422,823
Life solutions	47,300,844		28,871,214		83,599,501		50,140,463

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	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Technology services	161,900		—		229,512		—
TOTAL REVENUES	56,224,620		29,076,102		100,363,966		50,563,286
COST OF REVENUES (excluding depreciation and amortization stated below):
Cost of revenue (including stock-based compensation)	6,054,644		2,743,534		13,163,051		5,464,431
GROSS PROFIT	50,169,976		26,332,568		87,200,915		45,098,855
OPERATING EXPENSES:
Sales and marketing	3,267,715		2,552,801		5,883,715		4,482,745
General and administrative (including stock-based compensation)	18,926,329		14,553,344		31,190,115		25,906,843
(Gain) loss on change in fair value of debt	—		1,199,463		(3,362,103)		3,912,090
Unrealized loss (gain) on equity securities, at fair value	272,254		362,482		—		(802,484)
Realized gain on equity securities, at fair value	—		(856,744)		—		(856,744)
Depreciation and amortization expense	5,184,083		1,750,452		9,942,629		3,432,506
TOTAL OPERATING EXPENSES	27,650,381		19,561,798		43,654,356		36,074,956
OPERATING INCOME	22,519,595		6,770,770		43,546,559		9,023,899
OTHER INCOME (EXPENSE):
Gain (loss) on change in fair value of warrant liability	4,183,000		(667,500)		(623,000)		279,460
Interest expense	(8,752,145)		(4,529,187)		(18,370,475)		(8,199,632)
Interest income	1,012,278		639,906		2,187,279		1,061,332
Other income	2,718,172		195,470		2,673,648		142,442
Total other expense	(838,695)		(4,361,311)		(14,132,548)		(6,716,398)
NET INCOME BEFORE PROVISION FOR INCOME TAXES	21,680,900		2,409,459		29,414,011		2,307,501
Income tax expense	4,069,971		1,757,710		6,404,056		2,931,223
NET INCOME (LOSS)	17,610,929		651,749		23,009,955		(623,722)
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTEREST	27,240		(118,234)		786,683		(44,960)
NET INCOME (LOSS) ATTRIBUTABLE TO ABACUS GLOBAL MANAGEMENT, INC.	$	17,583,689	$	769,983	$	22,223,272	$	(578,762)

Revenue

Asset Management

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	Three Months Ended June 30,
	2025		2024		Change		% Change
Related party asset management fees	$	6,700,984	$	—	$	6,700,984	NM
Asset management fees	1,503,839		—		1,503,839		NM
Related party servicing revenue	454,065		120,670		333,395		276.3	%
Portfolio servicing revenue	102,988		84,218		18,770		22.3	%
Total asset management revenue	$	8,761,876	$	204,888	$	8,556,988	4176.4	%

Asset management revenue increased by $8,556,988, or 4176.4%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is mainly due to the Carlisle Acquisition and FCF Acquisition with their corresponding revenue activity having commenced in December 2024.


	Six Months Ended June 30,
	2025		2024		Change		% Change
Related party asset management fees	$	13,399,185	$	—	$	13,399,185	NM
Asset management fees	2,232,849		—		2,232,849		NM
Related party servicing revenue	780,552		305,855		474,697		155.2	%
Portfolio servicing revenue	122,367		116,968		5,399		4.6	%
Total asset management revenue	$	16,534,953	$	422,823	$	16,112,130	3810.6	%

Asset management revenue increased by $16,112,130, or 3810.6%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is mainly due to the Carlisle Acquisition and FCF Acquisition with their corresponding revenue activity having commenced in December 2024.

Life Solutions


	Three Months Ended June 30,
	2025		2024		Change		% Change
Realized and unrealized gains from life insurance policies held using the fair value method	$	29,621,941	$	27,006,364	$	2,615,577	9.7	%
Related party realized and unrealized gains from life insurance policies held using the fair value method	16,175,271		—		$	16,175,271	NM
Fee-based services	338,787		—		$	338,787	NM
Investment income from life insurance policies held using the investment method	—		7,393		$	(7,393)	(100.0)	%
Originations	1,164,845		1,857,457		(692,612)		(37.3)	%
Total life solutions revenue	$	47,300,844	$	28,871,214	$	18,429,630	63.8	%

Life solutions revenu e incre ased by $18,429,630 or 63.8% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is mainly due to an increase of $49,641,418 in realized gains, partially offset by $(25,197,161) in unrealized gains and $(5,664,385) in premiums paid related to policies accounted for under the fair value method.

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	Six Months Ended June 30,
	2025		2024		Change		% Change
Realized and unrealized gains from life insurance policies held using the fair value method	$	62,555,802	$	39,344,090	$	23,211,712	59.0	%
Related party realized and unrealized gains from life insurance policies held using the fair value method	17,076,617		—		$	17,076,617	NM
Fee-based services	338,787		6,959,273		$	(6,620,486)	(95.1)	%
Investment income from life insurance policies held using the investment method	—		507,393		$	(507,393)	(100.0)	%
Originations	3,628,295		3,329,707		298,588		9.0	%
Total life solutions revenue	$	83,599,501	$	50,140,463	$	33,459,038	66.7	%

Life solutions revenu e incre ased by $33,459,038 or 66.7% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is mainly due to an increase of $55,293,970 in realized gains, partially offset by $(3,475,198) in unrealized gains, $(11,541,418) in premiums paid, and $(6,620,486) fee-based revenue that did not recur related to policies accounted for under the fair value method.

Technology services


	Three Months Ended June 30,
	2025		2024		Change		% Change
Technology services	$	161,900	$	—	$	161,900	NM
Total technology services revenue	$	161,900	$	—	$	161,900	NM

Technology services revenue inc reased by $161,900 for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is mainly due technology service revenue activity having commenced in December 2024.


	Six Months Ended June 30,
	2025		2024		Change		% Change
Technology services	$	229,512	$	—	$	229,512	NM
Total technology services revenue	$	229,512	$	—	$	229,512	NM

Technology services revenue inc reased by $229,512 for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is mainly due technology service revenue activity having commenced in December 2024.

Cost of Revenues (Excluding Depreciation and Amortization) and Gross Profit


	Three Months Ended June 30,
	2025		2024		Change		% Change
Cost of revenue (including stock-based compensation)	$	6,054,644	$	2,743,534	$	3,311,110	120.7	%

Cost of revenues (including stock-based compensation) increased by $3,311,110, or 120.7%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in cost of revenues is primarily due to $2,343,251 asset management retrocession fees and increase in payroll expense related to growth in life policy acquisition and sale activity.

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	Six Months Ended June 30,
	2025		2024		Change		% Change
Cost of revenue (including stock-based compensation)	$	13,163,051	$	5,464,431	$	7,698,620	140.9	%

Cost of revenues (including stock-based compensation) increased by $7,698,620, or 140.9%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in cost of revenues is primarily due to $4,460,600 asset management retrocession fees, $1,478,036 increase of commissions for origination activity, and increase in payroll expense related to growth in life policy acquisition and sale activity.


	Three Months Ended June 30,
	2025		2024		Change		% Change
Gross Profit	$	50,169,976	$	26,332,568	$	23,837,408	90.5	%

Gross profit increased by $23,837,408, or 90.5%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in gross profit is primarily due to an increase in asset management revenue and life solutions revenue driven by an increase in policies purchased.


	Six Months Ended June 30,
	2025		2024		Change		% Change
Gross Profit	$	87,200,915	$	45,098,855	$	42,102,060	93.4	%

Gross profit increased by $42,102,060, or 93.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in gross profit is primarily due to the increase in asset management revenue and life solutions revenue driven by an increase in policies purchased.

Operating Expenses

Sales and Marketing Expenses


	Three Months Ended June 30,
	2025		2024		Change		% Change
Sales and marketing	$	3,267,715	$	2,552,801	$	714,914	28.0	%

Sales and marketing expenses increased by $714,914 or 28.0%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily related to an increase in advertising costs to support our life solutions growth strategy.


	Six Months Ended June 30,
	2025		2024		Change		% Change
Sales and marketing	$	5,883,715	$	4,482,745	$	1,400,970	31.3	%

Sales and marketing expenses increased by $1,400,970 or 31.3%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily related to an increase in advertising costs to support our life solutions growth strategy.

General and Administrative (Including Stock-Based Compensation) Expenses

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	Three Months Ended June 30,
	2025		2024		Change		% Change
General and administrative (including stock-based compensation)	$	18,926,329	$	14,553,344	$	4,372,985	30.0	%

General and administrative (including stock-based compensation) increased by $4,372,985, or 30.0%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase is primarily related to increases in legal and professional fees of $3,672,671, payroll expense of $2,735,246 mainly due to acquisitions, and other expenses general and administrative expenses of $1,725,146, partially offset by decreases in non-cash stock-based compensation expense of $(2,841,344) and accounting and auditing fees of $(918,734).


	Six Months Ended June 30,
	2025		2024		Change		% Change
General and administrative (including stock-based compensation)	$	31,190,115	$	25,906,843	$	5,283,272	20.4	%

General and administrative (including stock-based compensation) increased by $5,283,272, or 20.4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase is primarily related to increases in payroll expense of $5,319,132 mainly due to acquisitions, legal and professional fees of $5,149,792, and other expenses general and administrative expenses of $2,971,460, partially offset by decreases in non-cash stock-based compensation expense of $(6,742,032) and accounting and auditing fees of $(1,415,080).

Depreciation and Amortization Expense


	Three Months Ended June 30,
	2025		2024		Change		% Change
Depreciation and amortization expense	$	5,184,083	$	1,750,452	$	3,433,631	196.2	%

The increase of $3,433,631, or 196.2%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 in depreciation and amortization expense is primarily related to the amortization of acquired businesses intangible assets.


	Six Months Ended June 30,
	2025		2024		Change		% Change
Depreciation and amortization expense	$	9,942,629	$	3,432,506	$	6,510,123	189.7	%

The increase of $6,510,123, or 189.7%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 in depreciation and amortization expense is primarily related to the amortization of acquired businesses intangible assets.

Unrealized Loss (Gain) on Equity Securities, at Fair Value


	Three Months Ended June 30,
	2025		2024		Change		% Change
Unrealized loss (gain) on equity securities, at fair value	$	272,254	$	362,482	$	(90,228)	(24.9)	%

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Unrealized loss on investments decreased by $(90,228) or (24.9)% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The change is mainly due to investments in S&P 500 options sold in 2024 .


	Six Months Ended June 30,
	2025		2024		Change		% Change
Unrealized loss (gain) on equity securities, at fair value	$	—	$	(802,484)	$	802,484	(100.0)	%

Unrealized gain on investments decreased by $802,484 or (100.0)% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The change is mainly due to investments in S&P 500 options sold in 2024 .

Realized Loss (Gain) on Equity Securities, at Fair Value


	Three Months Ended June 30,
	2025		2024		Change		% Change
Realized gain on equity securities, at fair value	$	—	$	(856,744)	$	856,744	(100.0)	%

Realized gain on investments increased by $856,744 or (100.0)% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The change is mainly due to the sale of investments in S&P 500 options in June and December 2024 used to pay off the market-indexed notes between July 2024 and January 2025.


	Six Months Ended June 30,
	2025		2024		Change		% Change
Realized gain on equity securities, at fair value	$	—	$	(856,744)	$	856,744	(100.0)	%

Realized gain on investments increased by $856,744 or (100.0)% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The change is mainly due to the sale of investments in S&P 500 options in June and December 2024 used to pay off the market-indexed notes between July 2024 and January 2025.

(Gain) Loss on Change in Fair Value of Debt


	Three Months Ended June 30,
	2025		2024		Change		% Change
(Gain) loss on change in fair value of debt	$	—	$	1,199,463	$	(1,199,463)	(100.0)	%

Loss on change in fair value of debt decreased by $(1,199,463) or (100.0)% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily attributable to the payoff of the market-indexed notes between July 2024 and January 2025.


	Six Months Ended June 30,
	2025		2024		Change		% Change
(Gain) loss on change in fair value of debt	$	(3,362,103)	$	3,912,090	$	(7,274,193)	(185.9)	%

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Gain on change in fair value of debt increased by $(7,274,193) or (185.9)% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily attributable to the payoff of the market-indexed notes.

Other Income (Expense)


	Three Months Ended June 30,
	2025		2024		Change		% Change
Other income	$	2,718,172	$	195,470	$	2,522,702	1290.6	%
Interest expense	(8,752,145)		(4,529,187)		(4,222,958)		93.2	%
Interest income	1,012,278		639,906		372,372		58.2	%
Gain (loss) on change in fair value of warrant liability	4,183,000		(667,500)		4,850,500		(726.7)	%

Other income increased by $2,522,702 or 1290.6% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily related to lending fees discussed in Note 9 Other Investments and Other Assets.

Interest expense increased by $(4,222,958) or 93.2% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in interest expense is primarily related to the $72,727,075 increase in the Fixed Rate Senior Unsecured Notes in connection with the Carlisle Acquisition and to the $100,000,000 issuance of the Senior Secured Credit Facility in December 2024 .

Interest income increased by $372,372 or 58.2% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase in interest income is related to interest earned on our bank deposits.

Gain on change in fair value of warrant liability increased by $4,850,500 or (726.7)% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The change is primarily attributable to the change in the price for the public warrants, which is a determining factor for measuring the fair value of t he private warrants.


	Six Months Ended June 30,
	2025		2024		Change		% Change
Other income	$	2,673,648	$	142,442	$	2,531,206	1777.0	%
Interest expense	(18,370,475)		(8,199,632)		(10,170,843)		124.0	%
Interest income	2,187,279		1,061,332		1,125,947		106.1	%
Gain (loss) on change in fair value of warrant liability	(623,000)		279,460		(902,460)		(322.9)	%

Other income increased by $2,531,206 or 1777.0% , for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily related to lending fees discussed in Note 9 Other Investments and Other Assets.

Interest expense increased by $(10,170,843) or 124.0% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in interest expense is primarily related to the $72,727,075 increase in the Fixed Rate Senior Unsecured Notes in connection with the Carlisle Acquisition and to the $100,000,000 issuance of the Senior Secured Credit Facility in December 2024 .

Interest income increased by $1,125,947 or 106.1% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase in interest income is related to interest earned on our bank deposits.

(Loss) on change in fair value of warrant liability increased by $(902,460) or (322.9)% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The change is primarily attributable to the change

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in the price for the public warrants, which is a determining factor for measuring the fair value of t he private warrants.

Income Tax Expense


	Three Months Ended June 30,
	2025		2024		Change		% Change
Income tax expense	$	4,069,971	$	1,757,710	$	2,312,261	131.5	%

Income tax expense increased by $2,312,261, or 131.5% for the three months ended June 30, 2025, compared to the three months ended June 30, 2024. The increase was primarily driven by the increase in net income. Our effective income tax rate for the three months ended June 30, 2025 and three months June 30, 2024, was 18.8% and 73.0%, respectively.


	Six Months Ended June 30,
	2025		2024		Change		% Change
Income tax expense	$	6,404,056	$	2,931,223	$	3,472,833	118.5	%

Income tax expense increased by $3,472,833, or 118.5% for the six months ended June 30, 2025, compared to the six months ended June 30, 2024. The increase was primarily driven by the increase in net income. Our effective income tax rate for the six months ended June 30, 2025 and for the six months June 30, 2024, was 21.8% and 127.0%, respectively.

Results of Operations—Segment Results

Asset Management


	Three Months Ended June 30,
	2025		2024		Change		% Change
Revenue	$	8,761,876	$	204,888	$	8,556,988	4176.4%
Cost of revenue	3,047,093		168,671		2,878,422		1706.5%
Gross profit	$	5,714,783	$	36,217	$	5,678,566	15679.3%