United States securities and exchange commission logo





                             May 21, 2024

       Jay J. Jackson
       Chief Executive Officer
       Abacus Life, Inc.
       2101 Park Center Drive, Suite 170
       Orlando, Florida 32835

                                                        Re: Abacus Life, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed May 10, 2024
                                                            File No. 333-279347

       Dear Jay J. Jackson:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1

       Business
       Proprietary Technology Platforms Support Our Business, page 70

   1.                                                   We note your disclosure
on page 71 that you have begun developing
                                                        Abacusmarketplace.com,
and your reference to ABL Tech using blockchain capabilities
                                                        on page 14. Please
disclose whether you have commenced business on these platforms. If
                                                        so, disclose the total
number of transactions or sales that have occurred on each platform.
                                                        Also, for each
operational platform, disclose how transactions are validated, and who
                                                        validates transactions
and maintains the ledger. If you have not commenced business on
                                                        this platform, disclose
the following: any known or anticipated material commitments for
                                                        capital expenditures,
the sources of funds for such expenditures, and your expected timing
                                                        with respect to
business development. Also, if you are dependent on third party vendors or
                                                        developers for the
creation or operation of your blockchain, revise the disclosure to name
                                                        those vendors and
clarify the reliance.
 Jay J. Jackson
Abacus Life, Inc.
May 21, 2024
Page 2


2.     We note your disclosure on page 71 that Abacusmarketplace.com will
provide blockchain
       tertiary trading, servicing and valuation platform for trading life
insurance
       policies. Please clarify, whether you are providing the underlying
technology or whether
       you will effectively operate the exchange or trading platform on behalf
of your clients or
       customers. Please provide us with a detailed explanation of how the
       Abacusmarketplace.com platform acquires, transfers, and records the
offer and sale of any
       policies. Also, clarify the extent to which the platform will facilitate
the sale of fractional
       interests in a policy, and how the platform provides adequate actuarial
data on the policy
       to facilitate the evaluation of that policy, including any scoring
provided by your other
       platforms/products.
3.     Provide us your analysis as to whether the operation of the
Abacusmarketplace.com
       platform impacts your obligations as a license producer of life
settlements, if policies are
       bought and sold using your product.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Aisha Adegbuyi at 202-551-8754 or Christian Windsor at
202-551-3419
with any other questions.



                                                              Sincerely,
FirstName LastNameJay J. Jackson
                                                              Division of
Corporation Finance
Comapany NameAbacus Life, Inc.
                                                              Office of Finance
May 21, 2024 Page 2
cc:       Ryan Maierson, Esq.
FirstName LastName