Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
As
previously disclosed, East Resources Acquisition Company, a Delaware corporation (ERES), entered into that certain Agreement and Plan of Merger, dated as of August 30, 2022, as amended on October 14, 2022 (as may be
further amended and modified from time to time, the Merger Agreement), by and among ERES, LMA Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of ERES (LMA Merger Sub), Abacus
Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of ERES (Abacus Merger Sub), 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 which, subject to the satisfaction or waiver of certain conditions precedent in the Merger Agreement,
(i) LMA Merger Sub will merge with and into LMA, with LMA surviving such merger (the LMA Merger) and (ii) Abacus Merger Sub will merge with and into Abacus, with Abacus surviving such merger (the Abacus
Merger and, together with the LMA Merger, the Mergers and, along with the transactions contemplated in the Merger Agreement, the Transactions) and the Companies will become direct wholly owned
subsidiaries of ERES. Capitalized terms used, but not defined, in this Current Report on Form 8-K (this Report) have their respective meanings given to them in the Merger Agreement.
On April 20, 2023, ERES, LMA Merger Sub, Abacus Merger Sub, LMA and Abacus entered into the Second Amendment to Agreement and Plan of Merger
(the Amendment), pursuant to which the Merger Agreement was amended to, among other things, (i) clarify the ERES stockholder votes required to approve the Transaction Proposals, (ii) require that the Companies deliver or
cause to be delivered to ERES documentation relating to a tax election at the Closing and (iii) extend the Outside Date to July 27, 2023.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the
Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Forward-Looking Statements
This Report contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Transactions,
including statements regarding the anticipated benefits of the Transactions, the anticipated timing of the Transactions, the future financial condition and performance of the Companies and expected financial impacts of the Transactions (including
future revenue and pro forma enterprise value) and the platform and markets and expected future growth and market opportunities of the Companies. These forward-looking statements generally are identified by the words believe,
predict, project, expect, anticipate, estimate, intend, strategy, future, scales, representative of, valuation,
potential, opportunity, plan, may, should, will, would, will be, will continue, will likely result, and similar expressions or
the negatives of these terms or variations of them. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are inherently subject to
risks and uncertainties. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are beyond ERESs or the Companies control, are difficult or impossible to predict and may differ from assumptions. Many factors could cause actual future events to differ materially
from the forward-looking statements in this Report, including but not limited to: (i) the risk that the Transactions may not be completed in a timely manner or at all, which may adversely affect the price of ERESs securities,
(ii) the risk that the Transactions may not be completed by ERESs business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ERES, (iii) the failure to satisfy the
conditions to the consummation of the Transactions, including the requisite approvals of ERESs stockholders and the Companies owners, the satisfaction of the minimum aggregate transaction proceeds amount following any redemptions by
ERESs public stockholders and the receipt of certain governmental and regulatory approvals, (iv) the lack of a third party valuation in determining whether or not to pursue the Transactions, (v) the occurrence of any event, change or
other circumstance that could give rise to the termination of the Merger Agreement relating to the Transactions, (vi) the effect of the announcement or pendency of the Transactions on the Companies business or employee relationships,
operating results and business generally, (vii) the risk that the Transactions disrupt current plans and operations of the