East Resources Acquisition Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Investment Managers
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 2023
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(Exact name of registrant as specified in its charter)
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(800 ) 561-4148
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Item 1.01. Entry into a Material Definitive Agreement.
On December 28, 2023, Abacus Life, Inc. (the “Company”) entered into the following agreements, each dated as of December 20, 2023:
•Amendment No. 1 to the Sponsor Support Agreement, dated August 30, 2022, by and among the Company, Longevity Market Assets, LLC (“LMA”), Abacus Settlements, LLC (“Abacus Settlements”) and East Sponsor, LLC (“East”), originally filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (the “Form 8-K”) filed with the Securities Exchange Commission on August 30, 2022 (the “Sponsor Support Agreement Amendment”);
•Amendment No. 1 to the Company Support Agreement, dated August 30, 2022, by and among the Company, LMA, Abacus Settlements, T. Sean McNealy, K. Scott Kirby, Matthew A. Ganovsky and Jay Jackson, originally filed as Exhibit 10.2 to the Form 8-K (the “Company Support Agreement Amendment”); and
•Letter Agreement among the Company, East and Lifebridge Holdings, LLC (the “Private Warrant Standstill Agreement”).
The Sponsor Support Agreement and the Company Support Agreement reflect the original intent of the parties thereto that the lock up relating to 15% of the Company’s common stock, par value $0.0001 per share (“Common Stock”) held by the parties shall expire on the 12-month anniversary of the closing date of the Company’s business combination, which would fall on June 30, 2024. The remaining 85% of the Company’s Common Stock held by the parties will remain subject to the lock up through the 24-month anniversary of the closing of the Company’s business combination, which would fall on June 30, 2025.
The Private Warrant Standstill Agreement restricts East and Lifebridge Holdings, LLC (i) from exercising certain Company warrants held by them during the term of the Company’s stock repurchase program announced on December 11, 2023 and (ii) from transferring such warrants without the consent of the Company.
The foregoing descriptions of the Sponsor Support Amendment, the Company Support Amendment and the Private Warrant Standstill Agreement are not complete and are qualified in their entirety by reference to the complete text of each agreement, copies of which are filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 hereto and incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | ||||
| Amendment No. 1 to the Sponsor Support Agreement, dated as of December 20, 2023, by and among Abacus Life, Inc., Longevity Market Assets, LLC, Abacus Settlements, LLC and East Sponsor, LLC | |||||
| Amendment No. 1 to the Company Support Agreement, dated as of December 20, 2023, by and among Abacus Life, Inc., Longevity Market Assets, LLC, Abacus Settlements, LLC, T. Sean McNealy, K. Scott Kirby, Matthew A | |||||
| Letter Agreement, dated as of December 20, 2023, among the Company, East Sponsor, LLC and Lifebridge Holdings, LLC | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) | ||||
SIGNATURES
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.
Abacus Life, Inc. | ||||||||
| Date: December 28, 2023 | By: | /s/ Jay Jackson | ||||||
| Name: | Jay Jackson | |||||||
| Title: | Chief Executive Officer | |||||||