UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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.
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 29, 2023, East Resources Acquisition Company, a Delaware corporation (“ERES”), convened a special meeting of stockholders (the “Special Meeting”) held in connection with ERES’s previously announced business combination with Longevity Market Assets, LLC, a Florida limited liability company (“LMA”), and Abacus Settlements, LLC, a Florida limited liability company (“Abacus,” and, together with LMA, the “Companies”), pursuant to the Agreement and Plan of Merger, dated as of August 30, 2022 and amended on October 14, 2022 and April 20, 2023 (as amended, the “Merger Agreement”), and the transactions contemplated thereby. Pursuant to the terms of the Merger Agreement, subject to the satisfaction or waiver of certain conditions precedent, (i) LMA Merger Sub, LLC, a wholly owned subsidiary of ERES, will merge with and into LMA, with LMA surviving such merger and (ii) Abacus Merger Sub, LLC, a wholly owned subsidiary of ERES, will merge with and into Abacus, with Abacus surviving such merger (together with the other transactions contemplated in the Merger Agreement, the “Business Combination”), such that the Companies will become direct wholly owned subsidiaries of ERES. Each proposal voted on at the Special Meeting is described in detail in ERES’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 13, 2023 and mailed to ERES stockholders on or about June 15, 2023 (the “Proxy Statement”).
As of the close of business on June 13, 2023, the record date for the Special Meeting, there were an aggregate of 11,481,047 shares of ERES common stock, par value $0.0001 per share, issued and outstanding, consisting of 2,856,047 shares of ERES Class A common stock (the “Class A Common Stock”) and 8,625,000 shares of ERES Class B common stock (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”).
A total of 10,786,720 shares of Common Stock, representing approximately 94.0% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum.
The voting results for the proposals voted on at the Special Meeting are set forth below:
| 1. | The Business Combination Proposal – To approve and adopt the Merger Agreement and the transactions contemplated thereby. |
| For |
Against |
Abstain | ||
| 10,774,650 |
12,070 |
0 |
| 2. | The Charter Approval Proposal – To adopt the Second Amended and Restated Certificate of Incorporation of ERES in the form attached to the Proxy Statement (the “Proposed Charter”). |
Holders of Class A Common Stock
| For |
Against |
Abstain | ||
| 2,149,650 |
12,070 |
0 |
Holders of Class B Common Stock
| For |
Against |
Abstain | ||
| 8,625,000 | 0 | 0 |
Holders of Common Stock
| For |
Against |
Abstain | ||
| 10,774,650 |
12,070 |
0 |
| 3. | The Governance Proposal - To vote upon, on a non-binding advisory basis, a separate proposal with respect to certain governance provisions in the Proposed Charter in accordance with SEC requirements to (i) change the authorized capital stock and (ii) remove the blank check company provisions. |
| For |
Against |
Abstain | ||
| 10,774,650 | 12,070 | 0 |
| 4. | The Director Election Proposal – To vote upon a proposal to elect seven directors to serve on the board of directors of the post-combination company until the 2024 annual meeting of stockholders, in the case of Class I directors, the 2025 annual meeting of stockholders, in the case of Class II directors, and the 2026 annual meeting of stockholders, in the case of Class III directors. |
| a. | Adam Gusky, as Class I director |
| For |
Against |
Abstain | ||
| 8,625,000 | 0 | 0 |
| b. | Sean McNealy, as Class I director |
| For |
Against |
Abstain | ||
| 8,625,000 | 0 | 0 |
| c. | Cornelis Michiel van Katwijk, as Class II director |
| For |
Against |
Abstain | ||
| 8,625,000 | 0 | 0 |
| d. | Mary Beth Schulte, as Class II director |
| For |
Against |
Abstain | ||
| 8,625,000 | 0 | 0 |
| e. | Karla Radka, as Class II director |
| For |
Against |
Abstain | ||
| 8,625,000 | 0 | 0 |
| f. | Thomas W. Corbett, Jr., as Class III director |
| For |
Against |
Abstain | ||
| 8,625,000 | 0 | 0 |
| g. | Jay Jackson, as Class III director |
| For |
Against |
Abstain | ||
| 8,625,000 | 0 | 0 |
| 5. | The Nasdaq Proposal – To approve, for purposes of complying with applicable listing rules of the Nasdaq Capital Market, the issuance of shares of ERES Class A Common Stock to the Companies’ members pursuant to the Merger Agreement. |
| For |
Against |
Abstain | ||
| 10,774,650 |
12,070 |
0 |
| 6. | The Incentive Plan Proposal – To vote upon a proposal to approve and adopt the Abacus Life, Inc. 2023 Long-Term Equity Compensation Incentive Plan in the form attached to the Proxy Statement. |
| For |
Against |
Abstain | ||
| 10,777,010 |
8,710 |
1,000 |
Item 7.01 Regulation FD Disclosure.
On July 3, 2023, ERES issued a press release announcing the completion of the Business Combination. A copy of the press release is being furnished herewith as Exhibit 99.1.
The information contained in this Current Report on Form 8-K pursuant to this Item 7.01, including the exhibits attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description of Exhibits | |
| 99.1 | Press Release dated July 3, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| East Resources Acquisition Company | ||||||
| Date: July 3, 2023 | By: | /s/ Gary L. Hagerman, Jr. | ||||
| Name: | Gary L. Hagerman, Jr. | |||||
| Title: | Chief Financial Officer and Treasurer | |||||