PRER14A

PRER14A 1 d392703dprer14a.htm PRER14A PRER14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 3)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Rule 14a-12

EAST RESOURCES ACQUISITION COMPANY

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☐	No fee required

☒	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION DATED FEBRUARY 2, 2023

EAST RESOURCES ACQUISITION COMPANY

7777 NW Beacon Square Boulevard

Boca Raton, Florida 33487

Dear Stockholder:

On August 30, 2022, East Resources Acquisition Company, a Delaware corporation (“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”), entered into an Agreement and Plan of Merger, as amended on October 14, 2022 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), 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 “Business Combination”) and the Companies will become direct wholly owned subsidiaries of ERES.

As part of the Business Combination, the holders of the issued and outstanding limited liability company interests of each of the Companies will receive aggregate consideration of approximately $531.8 million, payable in a number of newly issued shares of ERES Class A common stock, par value $0.0001 per share (“ERES Class A Common Stock”), with a value ascribed to each share of ERES Class A Common Stock of $10.00 (the “Stock Consideration”) and, to the extent the Aggregate Transaction Proceeds (as defined herein) exceed $200.0 million, at the election of the Company Members (as defined herein), up to $20.0 million of the aggregate consideration will be payable in cash to the Company Members (the “Cash Consideration” and, together with the Stock Consideration, the “Aggregate Merger Consideration”).

At the effective time of the LMA Merger (the “LMA Effective Time”), each limited liability company interest in LMA that is issued and outstanding as of immediately prior to the closing of the LMA Merger (the “LMA Closing”) will be cancelled and converted into the right to receive a portion of the Aggregate Merger Consideration. At the effective time of the Abacus Merger (the “Abacus Effective Time”, and together with the LMA Effective Time, the “Effective Time”), each limited liability company interest in Abacus that is issued and outstanding as of immediately prior to the closing of the Abacus Merger (the “Abacus Closing” and, together with the LMA Closing, the “Closing”) will be cancelled and converted into the right to receive a portion of the Aggregate Merger Consideration.

ERES expects to issue 53.2 million shares of ERES Class A Common Stock to the Company Members in connection with the Closing (assuming that the Cash Consideration equals zero). The Company Members as of immediately prior to the Closing will hold, in the aggregate, approximately 82% of ERES Class A Common Stock immediately following the Closing (assuming that no shares of ERES Class A Common Stock are validly redeemed and that the Cash Consideration equals zero). ERES units, ERES Class A Common Stock and ERES public warrants are currently publicly traded on The Nasdaq Capital Market (“Nasdaq”). In connection with the Closing, ERES intends to change its name to Abacus Life, Inc. (the “Post-Combination Company”). We anticipate that the Post-Combination Company’s common stock and public warrants will be listed on Nasdaq under the symbols “ABL” and “ABLLW,” respectively. The Post-Combination Company will not have units traded following the Closing, and ERES’s units will be delisted and deregistered following the Closing.

See the section entitled “The Business Combination” of the attached proxy statement for further information on the consideration being paid to the Company Members in the Mergers.

ERES will hold a special meeting of stockholders in lieu of the 2022 annual meeting of its stockholders (the “Special Meeting”) to consider matters relating to the proposed Business Combination. ERES and the Companies cannot complete the Business Combination unless ERES’s stockholders consent to the approval of the Merger Agreement and the transactions contemplated thereby. ERES is sending you this proxy statement to ask you to vote in favor of these and the other matters described in this proxy statement.

The Special Meeting will be held at [●], on [●], 2023, in virtual format at https://www.cstproxy.com/eastresources/2023.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF UNITS OR SHARES OF COMMON STOCK YOU OWN.

To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement and on your proxy card. Please submit your proxy promptly whether or not you expect to attend the meeting. Submitting a proxy now will NOT prevent you from being able to vote in person (which would include presence at a virtual meeting) at the meeting. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

The ERES board of directors has unanimously approved the Merger Agreement and the transactions contemplated thereby and recommends that ERES stockholders vote “FOR” the approval of the Merger Agreement, “FOR” the issuance of ERES Class A Common Stock to be issued as the Stock Consideration and “FOR” the other matters to be considered at the Special Meeting.

This proxy statement provides you with detailed information about the proposed Business Combination. It also contains or references information about ERES and the Companies and certain related matters. You are encouraged to read this proxy statement carefully. In particular, you should read the “Risk Factors” section beginning on page 34 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how the Business Combination will affect you.

If you have any questions regarding the accompanying proxy statement, you may contact Morrow Sodali LLC, ERES’s proxy solicitor, toll free at (800) 662-5200.

Sincerely,

Terrence M. Pegula

Chief Executive Officer, President and Chairman

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Mergers, the issuance of shares of ERES Class A Common Stock in connection with the Mergers or the other transactions described in this proxy statement, or passed upon the adequacy or accuracy of the disclosure in this proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated [●], 2023, and is first being mailed to stockholders of ERES on or about [●], 2023.

EAST RESOURCES ACQUISITION COMPANY

7777 NW Beacon Square Boulevard

Boca Raton, Florida 33487

NOTICE OF

SPECIAL MEETING IN LIEU OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON [●], 2023

TO THE STOCKHOLDERS OF EAST RESOURCES ACQUISITION COMPANY:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2022 annual meeting of stockholders of East Resources Acquisition Company, a Delaware corporation (“ERES”), will be held at [●], on [●], 2023, in virtual format at https://www.cstproxy.com/eastresources/2023 (the “Special Meeting”). You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

(1) The Business Combination Proposal—To consider and vote upon a proposal (the “Business Combination Proposal”) to approve the Agreement and Plan of Merger, dated as of August 30, 2022 and amended as of October 14, 2022 (as it may be further amended, supplemented or otherwise modified from time to time in accordance with its terms, 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” and, together with LMA Merger Sub, “Merger Subs”), 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”), and the transactions contemplated thereby, 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 “Business Combination”) and the Companies will become direct wholly owned subsidiaries of ERES. A copy of the Merger Agreement is attached to this proxy statement as Annex A-1, and a copy of the First Amendment to Agreement and Plan of Merger, dated as of October 14, 2022, (the “Amendment”) is attached to this proxy statement as Annex A-2;

(2) The Charter Approval Proposal—To consider and vote upon a proposal (the “Charter Approval Proposal”) to adopt the Second Amended and Restated Certificate of Incorporation of ERES (the “Proposed Charter”) in the form attached hereto as Annex B;

(3) The Governance Proposal—To consider and act upon, on a non-binding advisory basis, a separate proposal (the “Governance Proposal”) with respect to certain governance provisions in the Proposed Charter in accordance with the U.S. Securities and Exchange Commission requirements;

(4) The Director Election Proposal—To consider and for holders of ERES Class B Common Stock (as defined herein) to vote upon a proposal (the “Director Election Proposal”) to elect seven directors to serve on the Board of Directors of the Post-Combination Company (the “Board”) until the 2023 annual meeting of stockholders, in the case of Class I directors, the 2024 annual meeting of stockholders, in the case of Class II directors, and the 2025 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified;

(5) The Nasdaq Proposal—To consider and vote upon a proposal (the “Nasdaq Proposal”) to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of ERES Class A Common Stock to the Company Members pursuant to the Merger Agreement;

(6) The Incentive Plan Proposal—To consider and vote upon a proposal (the “Incentive Plan Proposal”) to approve and adopt the Incentive Plan (as defined herein) in the form attached hereto as Annex G; and

(7) The Adjournment Proposal—To consider and vote upon a proposal (the “Adjournment Proposal” and, each of the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, each a “Proposal” and collectively, the “Proposals”) to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal or the Incentive Plan Proposal.

These items of business are described in the attached proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of ERES Class A Common Stock and ERES Class B Common Stock (collectively, “ERES Common Stock”) at the close of business on [●], 2023 (the “ERES Record Date”) are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting.

Pursuant to ERES’s Amended and Restated Certificate of Incorporation, ERES will provide holders of its Class A Common Stock (“Public Shares,” and such holders, “Public Stockholders”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as defined herein), which holds the proceeds of the ERES IPO and additional funds deposited by East Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), in connection with the extension of the date by which ERES must complete an initial business combination, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to ERES to pay its taxes). For illustrative purposes, based on funds in the Trust Account of approximately $[●] million on [●], 2023, the ERES Record Date, the estimated per Public Share redemption price would have been approximately $[●], excluding additional interest earned, if any, on the funds held in the Trust Account and not previously released to ERES to pay taxes. Public Stockholders may elect to redeem their shares even if they vote for the Business Combination Proposal. Public Stockholders, together with any other person with whom such Public Stockholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act (as defined herein)), will be restricted from seeking redemption rights with respect to more than 20% of the Public Shares without the consent of ERES. Accordingly, all Public Shares in excess of 20% held by a Public Stockholder, together with any affiliate of such Public Stockholder or any other person with whom such Public Stockholder is acting in concert or as a “group,” will not be redeemed for cash without the consent of ERES. The Sponsor and ERES’s directors and officers have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of ERES Class A Common Stock they may hold. These waivers were made at the time of the ERES IPO for no additional consideration. As of the date of this proxy, and due to the redemption of 24,781,028 Public Shares in connection with the stockholder vote in July 2022 and the redemption of 6,862,925 Public Shares in connection with the stockholder vote in January 2023 to approve the extension of the date by which ERES must complete an initial business combination, the Sponsor (including ERES’s directors, officers and Initial Stockholders (as defined herein) and their permitted transferees) owns approximately 75% of the issued and outstanding ERES Common Stock, consisting of the Founder Shares (as defined herein). Founder Shares will be excluded from the pro rata calculation used to determine the per Public Share redemption price. The Sponsor and ERES directors and officers have agreed to vote any shares of ERES Common Stock owned by them in favor of each of the proposals presented at the Special Meeting.

After careful consideration, ERES’s board of directors (the “ERES Board”) has determined that the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to and in the best interests of ERES and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposal, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Incentive Plan Proposal and, if presented, “FOR” the Adjournment Proposal.

thereon at the Special Meeting, voting as a single class. The approval of the Charter Approval Proposal requires the affirmative vote (in person or by proxy) of (i) the holders of a majority of the ERES Class B Common Stock then outstanding, voting separately as a single class, and (ii) the holders of a majority of the shares of ERES Class A Common Stock entitled to vote, voting separately as a single class. The approval of the Director Election Proposal requires the affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding shares of ERES Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting.

Consummation of the Business Combination is conditioned on the approval of the Business Combination Proposal, the Charter Approval Proposal, the Nasdaq Proposal and the Incentive Plan Proposal at the Special Meeting, subject to the terms of the Merger Agreement. The Mergers are not conditioned on stockholders of ERES approving any of the Governance Proposal, the Director Election Proposal or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other Proposals (except the Adjournment Proposal) will not be presented to the stockholders for a vote. The proxy statement accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the Proposals to be considered at the Special Meeting. Please review the proxy statement carefully.

All ERES stockholders are cordially invited to attend the Special Meeting in virtual format. ERES stockholders may attend, vote and examine the list of ERES stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically. To ensure your representation at the Special Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, ERES’s proxy solicitor, toll free at (800) 662-5200.

Thank you for your participation. We look forward to your continued support.


		By Order of the Board of Directors


		Terrence M. Pegula
		Chief Executive Officer, President and Chairman

[●], 2023

IF YOU RETURN YOUR SIGNED PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE ERES REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO ERES’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “ERES’S SPECIAL MEETING OF STOCKHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

CONTENTS


	Page

BASIS OF PRESENTATION AND GLOSSARY		iv

TRADEMARKS, TRADE NAMES AND SERVICE MARKS		vii

QUESTIONS AND ANSWERS		viii

SUMMARY		1

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		26

UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF ERES AND THE COMPANIES		28

MARKET PRICE AND DIVIDEND INFORMATION		30

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		31

RISK FACTORS		34

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS		66

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE FINANCIAL INFORMATION		81

ERES’S SPECIAL MEETING OF STOCKHOLDERS		83

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL		95

PROPOSAL NO. 2—THE CHARTER APPROVAL PROPOSAL		96

PROPOSAL NO. 3—THE GOVERNANCE PROPOSAL		98

PROPOSAL NO. 4—THE DIRECTOR ELECTION PROPOSAL		99

PROPOSAL NO. 5—THE NASDAQ PROPOSAL		100

PROPOSAL NO. 6—THE INCENTIVE PLAN PROPOSAL		102

PROPOSAL NO. 7—THE ADJOURNMENT PROPOSAL		108

INFORMATION ABOUT ERES		109

MANAGEMENT OF ERES		117

SELECTED HISTORICAL FINANCIAL INFORMATION OF ERES		127

ERES MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		128

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF ERES AND THE POST-COMBINATION COMPANY		134

INFORMATION ABOUT THE POST-COMBINATION COMPANY FOLLOWING THE BUSINESS COMBINATION		136

LMA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		151

ABACUS MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		170

MANAGEMENT OF THE POST-COMBINATION COMPANY FOLLOWING THE BUSINESS COMBINATION		184

EXECUTIVE AND DIRECTOR COMPENSATION		188

THE BUSINESS COMBINATION		190

PUBLIC TRADING MARKETS		213

THE MERGER AGREEMENT		214

OTHER AGREEMENTS		222

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		224

DESCRIPTION OF SECURITIES OF THE POST-COMBINATION COMPANY		231

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		239

STOCKHOLDER PROPOSALS AND NOMINATIONS		243


	Page

STOCKHOLDER COMMUNICATIONS		244

DELIVERY OF DOCUMENTS TO STOCKHOLDERS		245

OTHER MATTERS		245

APPRAISAL RIGHTS		245

STOCKHOLDER PROPOSALS AND NOMINATIONS		246

SHAREHOLDER COMMUNICATIONS		247

WHERE YOU CAN FIND MORE INFORMATION		248

INDEX TO FINANCIAL STATEMENTS		F-1

ANNEXES


ANNEX A-1 - AGREEMENT AND PLAN OF MERGER
ANNEX A-2 - FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER
ANNEX B - FORM OF SECOND AND RESTATED CERTIFICATION OF INCORPORATION
ANNEX C - FORM OF AMENDED AND RESTATED BYLAWS
ANNEX D - SPONSOR SUPPORT AGREEMENT
ANNEX E - COMPANY SUPPORT AGREEMENT
ANNEX F - AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
ANNEX G - INCENTIVE PLAN
ANNEX H - OPINION OF NORTHLAND SECURITIES, INC.
ANNEX I - FORM OF RESTRICTION AGREEMENT WITH JAY JACKSON

iii

BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement, unless otherwise noted or the context otherwise requires, references to:

“Abacus” are to Abacus Settlements, LLC, a Florida limited liability company;

“Abacus Interests” are to the issued and outstanding limited liability company interests in Abacus;

“Abacus Members” are to holders of Abacus Interests;

“Abacus Merger Sub” are to Abacus Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of ERES;

“Aggregate Transaction Proceeds” are to an amount equal to: (a) the aggregate cash proceeds available for release to ERES from the Trust Account in connection with the Business Combination; plus (b) the PIPE Investment Amount (as defined in the Merger Agreement) (while ERES continues to opportunistically seek to raise a PIPE investment, at this time, it has no committed PIPE Investment Amount); minus (c) the aggregate amount of cash proceeds required to satisfy the redemption of any Public Shares by ERES stockholders; minus (d) the costs and expenses incurred by ERES and Merger Subs in connection with the Business Combination; minus (e) the costs and expenses incurred by the Companies in connection with the Business Combination; minus (f) the aggregate amount of cash proceeds required to repay in full the loans made by the Sponsor to ERES as of the Effective Time;

“Amended and Restated Bylaws” are to the proposed Amended and Restated Bylaws of ERES in the form attached hereto as Annex C;

“Business Combination” are to the Mergers and the other transactions contemplated by the Merger Agreement;

“Class A Common Stock” or “ERES Class A Common Stock” are to the shares of ERES’s Class A common stock, par value $0.0001 per share, prior to the Business Combination, and to shares of the Post-Combination Company’s common stock, par value $0.0001 per share, after the Business Combination;

“Class B Common Stock” or “ERES Class B Common Stock” are to the shares of ERES’s Class B common stock, par value $0.0001 per share;

“Code” are to the Internal Revenue Code of 1986, as amended;

“Common Stock” or “ERES Common Stock” are to the ERES Class A Common Stock and ERES Class B Common Stock, collectively;

“Companies” are to Abacus and LMA, collectively;

“Company Members” are to the holders of LMA Interests and Abacus Interests prior to the closing of the Business Combination;

“DGCL” are to the Delaware General Corporation Law, as may be amended from time to time;

“ERES” are to East Resources Acquisition Company, a Delaware corporation;

“ERES IPO” or “Initial Public Offering” are to the initial public offering by ERES, which closed on July 27, 2020;

“ERES public warrants” or “public warrants” are to the warrants issued as part of the ERES IPO, with each unit offered consisting of one share of Class A common stock and one-half of one public warrant. Each whole public warrant issued is eligible to purchase one share of Class A Common Stock at a price of $11.50,

regardless of whether the holder has previously redeemed their ERES Class A Common Stock purchased in connection with the ERES IPO.

“ERES Record Date” are to [●], 2023;

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

“Existing Charter” are to the Amended and Restated Certificate of Incorporation of ERES, dated July 23, 2020, as amended by that certain Certificate of Amendment, dated July 25, 2022;

“Extension Note” are to the note dated July 25, 2022, entered into by and between ERES and the Sponsor in connection with the extension of the business combination deadline.

“Extension Warrants” are to the warrants that are issuable at the closing of the Business Combination if the Sponsor elects to exercise its option to convert up to $1,500,000 of the unpaid principal balance of the Extension Note into that number of warrants equal to the principal amount of the Extension Note so converted divided by $1.50.

“Founder Shares” are to the shares of ERES Class B Common Stock and ERES Class A Common Stock issued upon the automatic conversion thereof at the time of ERES’s initial business combination as provided herein. The 8,625,000 Founder Shares are held of record by the Initial Stockholders as of the ERES Record Date;

“GAAP” are to generally accepted accounting principles in the United States, as applied on a consistent basis;

“Initial Stockholders” are to holders of the Founder Shares prior to the Business Combination;

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

“LMA” are to Longevity Market Assets, LLC, a Florida limited liability company;

“LMA Interests” are to the issued and outstanding limited liability company interests in LMA;

“LMA Members” are to the holders of LMA Interests;

“LMA Merger Sub” are to LMA Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of ERES;

“Merger Subs” are to Abacus Merger Sub and LMA Merger Sub;

“Nasdaq” are to The Nasdaq Capital Market;

“Post-Combination Company” are to ERES following the consummation of the Mergers and the other transactions contemplated by the Merger Agreement;

“Private Placement Warrants” are to the warrants issued by ERES to the Sponsor in a private placement simultaneously with the closing of the ERES IPO;

“Proposed Charter” are to the Second Amended and Restated Certificate of Incorporation of ERES proposed under the Charter Approval Proposal;

“Public Shares” are to shares of ERES Class A Common Stock sold as part of the units in the ERES IPO (whether they were purchased in the ERES IPO or thereafter in the open market);

“Public Stockholders” are to the holders of the Public Shares;

“SEC” are to the U.S. Securities and Exchange Commission;

“Second Extension Note” are to the note dated January 23, 2023, entered into by and between ERES and the Sponsor in connection with the extension of the business combination deadline.

“Second Extension Warrants” are to the warrants that are issuable at the closing of the Business Combination if the Sponsor elects to exercise its option to convert up to $500,000 of the unpaid principal balance of the Second Extension Note into that number of warrants equal to the principal amount of the Second Extension Note so converted divided by $1.50.

“Securities Act” are to the Securities Act of 1933, as amended;

“Sponsor” are to East Sponsor, LLC, a Delaware limited liability company; and

“Trust Account” are to the trust account established by ERES at Continental Stock Transfer & Trust Company for the benefit of ERES’s stockholders.

“Working Capital Loans” or “Working Capital Note” are to the loans made to ERES by the Sponsor, members of ERES’ founding team or any of their affiliates in order to finance transaction costs in connection with a business combination.

“Units” or “ERES units” are to the units publicly offered as part of the ERES IPO and the units later available through the consummation of the full exercise of the underwriter over-allotment option. Each unit consists of one share of Class A common stock and one-half of one public warrant.

Unless specified otherwise, amounts in this proxy statement are presented in United States (“U.S.”) dollars.

Defined terms in the financial statements contained in this proxy statement have the meanings ascribed to them in the financial statements.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

ERES, the Companies and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement are listed without the applicable ^®, M and SM symbols, but ERES, the Companies and their respective subsidiaries will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

vii

QUESTIONS AND ANSWERS

The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Business Combination and the Mergers, the Special Meeting in lieu of the 2022 annual meeting and the Proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to ERES stockholders. You are urged to carefully read this entire proxy statement, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

Q:	WHAT IS THE BUSINESS COMBINATION?

ERES, LMA Merger Sub, a wholly owned subsidiary of ERES, Abacus Merger Sub, a wholly owned subsidiary of ERES, and Abacus and LMA have entered into the Merger Agreement, pursuant to which Abacus Merger Sub will merge with and into Abacus, with Abacus surviving the Abacus Merger as a wholly owned subsidiary of ERES and LMA Merger Sub will merge with and into LMA, with LMA surviving the LMA Merger as a wholly owned subsidiary of ERES. In connection with the closing of the Mergers (the “Closing”), ERES will be renamed Abacus Life, Inc.

ERES will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Merger Agreement, and you are receiving this proxy statement in connection with such meeting. See the section entitled “The Merger Agreement.” In addition, a copy of the Merger Agreement is attached to this proxy statement as Annex A-1, and a copy of the Amendment is attached to this proxy statement as Annex A-2. We urge you to carefully read this proxy statement, including the Annexes and the other documents referred to herein, in their entirety.

Q:	WHY AM I RECEIVING THIS DOCUMENT?

ERES is sending this proxy statement to its stockholders to help them decide how to vote their shares of ERES Common Stock with respect to the matters to be considered at the Special Meeting. The Business Combination cannot be completed unless ERES’s stockholders approve the Business Combination Proposal, the Charter Approval Proposal, the Nasdaq Proposal and the Incentive Plan Proposal set forth in this proxy statement for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement. This document constitutes a proxy statement of ERES. It is a proxy statement because the board of directors of ERES is soliciting proxies using this proxy statement from its stockholders.

Q:	WHAT WILL COMPANY MEMBERS RECEIVE IN THE BUSINESS COMBINATION?

As part of the Business Combination, the Company Members will receive aggregate merger consideration of $531.8 million, payable in newly issued shares of ERES Class A Common Stock at a price of $10.00 per share, with the Company Members having the option to elect to receive a portion of the aggregate merger consideration of up to $20.0 million in cash consideration under certain circumstances.

At the Effective Time, (i) the limited liability company interests in each of LMA and Abacus issued and outstanding immediately prior to the Closing will be cancelled and converted into the right to receive a portion of the aggregate merger consideration.

The total number of shares of ERES Class A Common Stock expected to be issued to the Company Members in connection with the Closing is approximately 53.2 million, and the Company Members as of immediately prior to the Closing will hold, in the aggregate, approximately 82% of the fully diluted shares of ERES Class A Common Stock immediately following the Closing (assuming that no shares of ERES

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Class A Common Stock are validly redeemed). See the section entitled “The Merger Agreement—Merger Consideration.”

Q:	WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for [●], 2023; however, such meeting could be adjourned, as described herein. Neither ERES nor the Companies can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both parties could result in the Business Combination being completed at a different time or not at all. ERES must first obtain the approval of its stockholders for certain of the Proposals set forth in this proxy statement for their approval and ERES and the Companies must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See the section entitled “The Merger Agreement—Conditions to the Business Combination.”

Q:	WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT COMPLETED?

If the Business Combination is not completed, Company Members will not receive any consideration for their limited liability company interests in the Companies. Instead, the Companies will remain independent companies. See the section entitled “The Merger Agreement—Termination” and “Risk Factors.”

Q:	HOW WILL ERES BE MANAGED AND GOVERNED FOLLOWING THE BUSINESS COMBINATION?

A:	Following the Closing, the Post-Combination Company’s executive officers are expected to be the current management team of the Companies. See the section entitled “Management of the Post-Combination Company Following the Business Combination” for more information.

ERES is, and after the Closing will continue to be, managed by its board of directors. Following the Closing, the size of our board of directors will be seven directors.

Following the Closing, we expect that a majority of the directors will be independent under applicable Nasdaq listing rules. See the section entitled “Management of the Post-Combination Company Following the Business Combination” for more information.

Q:	WHAT EQUITY STAKE WILL CURRENT ERES STOCKHOLDERS, THE INITIAL STOCKHOLDERS, AND THE COMPANY MEMBERS HOLD IN ERES FOLLOWING THE CLOSING?

The following table illustrates varying ownership levels in the Post-Combination Company immediately following the Closing, assuming (i) no Public Shares are redeemed, (ii) 50% of Public Shares are redeemed and (iii) 100% of Public Shares are redeemed, each on a “shares outstanding” and “fully diluted” basis, in each case assuming that the Cash Consideration equals zero. The numbers of shares and percentage interests set forth below are based on a number of assumptions. If the actual facts differ from our assumptions, the

number of shares and percentage interests set forth below will be different. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”


	No Redemption Scenario⁽¹⁾										50% Redemption Scenario⁽²⁾							100% Redemption Scenario⁽³⁾
	Outstanding Shares		Outstanding Ownership			Fully Diluted Shares⁽⁴⁾		Fully Diluted Ownership			Outstanding Shares		Outstanding Ownership			Fully Diluted Shares⁽⁴⁾		Fully Diluted Ownership			Outstanding Shares		Outstanding Ownership			Fully Diluted Shares⁽⁴⁾		Fully Diluted Ownership
Current public ERES stockholders		2,856,047		4.42	%		20,106,047		21.08	%		1,428,024		2.26	%		18,678,024		19.90	%		0		0.00	%		17,250,000		18.67	%
Initial Stockholders		8,625,000		13.34	%		17,078,333		17.91	%		8,625,000		13.64	%		17,078,333		18.19	%		8,625,000		13.96	%		17,078,333		18.49	%
Current Company Members⁽⁵⁾		53,175,000		82.24	%		53,175,000		55.76	%		53,175,000		84.10	%		53,175,000		56.65	%		53,175,000		86.04	%		53,175,000		57.57	%
Incentive Plan⁽⁶⁾		0		0.00	%		3,232,802		3.39	%		0		0.00	%		3,161,401		3.37	%		0		0.00	%		3,090,000		3.35	%
Warrant Pool		0		0.00	%		1,780,000		1.87	%		0		0.00	%		1,780,000		1.90	%		0		0.00	%		1,780,000		1.93	%
Pro forma Class A Common Stock at September 30, 2022		64,656,047		100	%		95,372,182		100	%		63,228,024		100	%		93,872,758		100	%		61,800,000		100	%		92,373,333		100	%

(1)	This presentation assumes that no Public Stockholders exercise their right to have their Public Shares converted into their pro rata share of the Trust Account.

(2)

This presentation assumes that (i) Public Stockholders exercise their rights to have 50% of all outstanding Public Shares converted into their pro rata share of the Trust Account and (ii) such redeeming Public Stockholders continue to hold public warrants following exercise of their redemption rights.

(3)

This presentation assumes that (i) Public Stockholders exercise their rights to have 100% of all outstanding Public Shares converted into their pro rata share of the Trust Account and (ii) such redeeming Public Stockholders continue to hold public warrants following exercise of their redemption rights.

(4)

(a) This presentation assumes that (i) Public Stockholders exercise the 17,250,000 public warrants, (ii) the Initial Stockholders exercise the 7,120,000 Private Placement Warrants, (iii) the 1,780,000 warrants in the warrant pool are exercised, (iv) the Sponsor exercises its option to convert up to $1,500,000 of the unpaid principal balance on the Extension Note to 1,000,000 Extension Warrants and exercises such warrants, (v) the Sponsor exercises its option to convert up to $500,000 of the unpaid principal balance on the Second Extension Note to 333,333 Second Extension Warrants and exercises such warrants, and (vi) all shares underlying the Incentive Plan are issued.

(b) The presentation includes shares that may be issued but are not presently outstanding and, as such, differ from the share counts shown or assumed in the sections entitled “Summary Unaudited Pro Form Condensed Combined Financial Information,” “Unaudited Historical Comparative and Pro Forma Combined Per Share Data of ERES and the Companies,” “Unaudited Pro Forma Condensed Combined Financial Statements” and “Comparative Historical and Unaudited Pro Forma Combined Per Share Financial Information,” which sections are limited to shares that are presently issued and outstanding.

(5)	Includes 4,569,922 shares of incentive units related to a non-pro-rata distribution to one of the existing owners of the Companies, of which 913,984 will be issued outstanding at close and 3,655,938 are subject to forfeiture as included in Annex I.

(6)	Reflects shares expected to be reserved for issuance under the Incentive Plan (assuming the Incentive Plan Proposal is approved).

The following table further illustrates the impact on relative fully diluted ownership levels of the Post-Combination Company for each source of dilution, namely the issuance of Class A Common Stock under (i) the 17,250,000 public warrants, (ii) the 7,120,000 Private Placement Warrants, (iii) the 1,780,000 warrants under the warrant pool granted to the Post-Combination Company, (iv) the 1,000,000 Extension Warrants, (v) the 333,333 Second Extension Warrants and (vi) the Incentive Plan.


	No Redemption Scenario⁽¹⁾					50% Redemption Scenario⁽²⁾					100% Redemption Scenario⁽³⁾
	Number of Shares		Fully Diluted Ownership⁽⁴⁾			Number of Shares		Fully Diluted Ownership⁽⁴⁾			Number of Shares		Fully Diluted Ownership⁽⁴⁾
Current Stockholders
Current ERES Public Stockholders		2,856,047		2.99	%		1,428,024		1.52	%		0		0.00	%
Initial Stockholders		8,625,000		9.04	%		8,625,000		9.19	%		8,625,000		9.34	%
Total Current Stockholders		11,481,047		12.04	%		10,053,024		10.71	%		8,625,000		9.34	%
Shares Issued Upon Exercise of Warrants
ERES Public Warrants		17,250,000		18.09	%		17,250,000		18.38	%		17,250,000		18.67	%
ERES Sponsor Private Warrants		7,120,000		7.47	%		7,120,000		7.58	%		7,120,000		7.71	%
Extension Warrants		1,000,000		1.05	%		1,000,000		1.07	%		1,000,000		1.08	%
Second Extension Warrants		333,333		0.35	%		333,333		0.36	%		333,333		0.36	%
Warrant Pool		1,780,000		1.74	%		1,780,000		1.83	%		1,780,000		1.93	%
Total Shares Issued Upon Exercise of Warrants		27,483,333		28.82	%		27,483,333		29.28	%		27,483,333		29.75	%
Current Company Members⁽⁵⁾		53,175,000		55.76	%		53,175,000		56.65	%		53,175,000		57.57	%
Incentive Plan⁽⁶⁾		3,232,802		3.39	%		3,161,401		3.37	%%		3,090,000		3.35	%
Pro Forma Class A Common Stock at September 30, 2022		95,372,182		100.00	%		93,872,75		100.00	%		92,373,333		100.00	%

(1)	This presentation assumes that no Public Stockholders exercise their right to have their Public Shares converted into their pro rata share of the Trust Account.

(2)

(3)

(4)

(b)

The presentation includes shares that may be issued but are not presently outstanding and, as such, differ from the share counts shown or assumed in the sections entitled “Summary Unaudited Pro Form Condensed Combined Financial Information,” “Unaudited Historical Comparative and Pro Forma Combined Per Share Data of ERES and the Companies,” “Unaudited Pro Forma Condensed Combined Financial Statements” and “Comparative Historical and Unaudited Pro Forma Combined Per Share Financial Information,” which sections are limited to shares that are presently issued and outstanding.

(5)	Includes 4,569,922 shares of incentive units related to a non-pro-rata distribution to one of the existing owners of the Companies, of which 913,984 will be issued outstanding at close and 3,655,938 are subject to forfeiture as included in Annex I.

(6)	Reflects shares expected to be reserved for issuance under the Incentive Plan (assuming the Incentive Plan Proposal is approved).

In addition to the changes in percentage ownerships depicted above, variations in redemptions and dilutive equity issuances will also affect the per share value as illustrated in the table below.


	No Redemption Scenario⁽¹⁾				50% Redemption Scenario⁽²⁾				100% Redemption Scenario⁽³⁾
	Number of Shares		Value per Share⁽⁴⁾		Number of Shares		Value per Share⁽⁴⁾		Number of Shares		Value per Share⁽⁴⁾
Base Scenario at September 30, 2022⁽⁵⁾		64,656,047	$	8.68		63,228,024	$	8.64		61,800,000	$	8.60
Fully Diluted Scenario at September 30, 2022⁽⁶⁾		95,372,182	$	9.20		93,872,758	$	9.19		92,373,333	$	9.18

(1)	This presentation assumes that no Public Stockholders exercise their right to have their Public Shares converted into their pro rata share of the Trust Account.

(2)

(3)

(4)	Based on the Post-Combination Company Equity Values set forth below.

(5)

Reflects current Public Shares and Founder Shares outstanding, plus shares to be issued to current Company Members upon the consummation of the Business Combination, including the 4,569,922 shares of incentive units related to a non-pro-rata distribution to one of the existing owners of the Companies, of which 913,984 will be issued outstanding at close and 3,655,938 are subject to forfeiture as included in Annex I.

(6)

principal balance on the Extension Note to 1,000,000 Extension Warrants and exercises such warrants, (v) the Sponsor exercises its option to convert up to $500,000 of the unpaid principal balance on the Second Extension Note to 333,333 Second Extension Warrants and exercises such warrants, and (vi) all shares underlying the Incentive Plan are issued.


Post-Combination Company Equity Value (in millions):

	No Redemption Scenario		50% Redemption Scenario		100% Redemption Scenario
Base Scenario at September 30, 2022⁽⁷⁾	$	560.91	$	546.33	$	531.75
Fully Diluted Scenario at September 30, 2022⁽⁸⁾	$	876.97	$	862.39	$	847.81

(7)	Assumes a deemed equity value of $10 per share for the Class A Common Stock issued to the current Company Members, plus the amount remaining in the Trust Account after deductions for payments to redeeming stockholders.

(8)

(a) Assumes that (i) Public Stockholders exercise the 17,250,000 public warrants, (ii) the Initial Stockholders exercise the 7,120,000 Private Placement Warrants, (iii) the 1,780,000 warrants in the warrant pool are exercised, (iv) the Sponsor exercises its option to convert up to $1,500,000 of the unpaid principal balance on the Extension Note to 1,000,000 Extension Warrants and exercises such warrants, (v) the Sponsor exercises its option to convert up to $500,000 of the unpaid principal balance on the Second Extension Note to 333,333 Second Extension Warrants and exercises such warrants, and (vi) all shares underlying the Incentive Plan are issued.

(b) Includes shares that may be issued but are not presently outstanding and, as such, differs from the share counts shown or assumed in the sections entitled “Summary Unaudited Pro Form Condensed Combined Financial Information,” “Unaudited Historical Comparative and Pro Forma Combined Per Share Data of ERES and the Companies,” “Unaudited Pro Forma Condensed Combined Financial Statements” and “Comparative Historical and Unaudited Pro Forma Combined Per Share Financial Information,” which sections are limited to shares that are presently issued and outstanding.

If a Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. We cannot predict the ultimate value of the ERES public warrants following the consummation of the Business Combination, but assuming that 100%, or 2,856,047 shares of Class A Stock held by our Public Stockholders were redeemed, the 17,250,000 retained outstanding ERES public warrants would have an aggregate value of $3.45 million based on a price per ERES public warrant of $0.20 on January 26, 2023, the most recent practicable date prior to the date of this proxy statement.

Q:	FOLLOWING THE BUSINESS COMBINATION, WILL ERES’S SECURITIES CONTINUE TO TRADE ON A STOCK EXCHANGE?

Yes. Upon the Closing, we intend to change our name from “East Resources Acquisition Company” to “Abacus Life, Inc.,” and our common stock and warrants will be listed following the closing under the symbols “ABL” and “ABLLW,” respectively. We intend to continue to list our common stock and warrants on Nasdaq following the Closing. ERES’s units will be delisted and deregistered following the Closing.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:	WHEN AND WHERE IS THE SPECIAL MEETING?

The Special Meeting will be held at [●], on [●], 2023, in virtual format at https://www.cstproxy.com/eastresources/2023. ERES stockholders may attend, vote and examine the list of ERES stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. In light of public health concerns regarding the coronavirus (“COVID-19”) pandemic, the Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically.

Q:	WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY?

A:	The stockholders of ERES are being asked to vote on the following:

•

A proposal to adopt the Merger Agreement and the transactions contemplated thereby. See the section entitled “Proposal No. 1—The Business Combination Proposal.”

•

A proposal to adopt the Proposed Charter in the form attached hereto as Annex B. See the section entitled “Proposal No. 2—The Charter Approval Proposal.”

•

A proposal with respect to certain governance provisions in the Proposed Charter, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis. See the section entitled “Proposal No. 3—The Governance Proposal.”

•

A proposal for Class B Common Stock holders to elect seven directors to serve on the Board until the 2023 annual meeting of stockholders, in the case of Class I directors, the 2024 annual meeting of stockholders, in the case of Class II directors, and the 2025 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified. See the section entitled “Proposal No. 4—The Director Election Proposal.”

•

A proposal to approve, for purposes of complying with applicable listing rules of Nasdaq, the issuance of shares of ERES Class A Common Stock to the Company Members pursuant to the Merger Agreement. See the section entitled “Proposal No. 5—The Nasdaq Proposal;”

•

A proposal to approve and adopt the Incentive Plan in the form attached hereto as Annex G. See the section entitled “Proposal No. 6—The Incentive Plan Proposal.”

•

A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal or the Incentive Plan Proposal. See the section entitled “Proposal No. 7—The Adjournment Proposal.”

ERES will hold the Special Meeting to consider and vote upon these Proposals. This proxy statement contains important information about the proposed Mergers and the other matters to be acted upon at the Special Meeting.

Stockholders should read this proxy statement carefully, including the Annexes and the other documents referred to herein.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Charter Approval Proposal, the Nasdaq Proposal and the Incentive Plan Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the other Proposals, except the Adjournment Proposal, will not be presented to stockholders for a vote.

The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

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Q:	I AM AN ERES WARRANT HOLDER. WHY AM I RECEIVING THIS PROXY STATEMENT?

Upon consummation of the Mergers, the ERES warrants shall, by their terms, entitle the holders to purchase Class A Common Stock at a purchase price of $11.50 per share. This proxy statement includes important information about the Companies and the business of the Companies and its subsidiaries following consummation of the Mergers. As holders of ERES warrants will be entitled to purchase Class A common stock of the Post-Combination Company upon consummation of the Mergers, ERES urges you to read the information contained in this proxy statement carefully.

Q:	WHO ARE THE COMPANIES?

Abacus and LMA comprise a leading, vertically integrated alternative asset manager specializing in buying, trading, holding and servicing life insurance products as financial investment assets. Abacus was formed in 2004 as a New York limited liability company and LMA was formed in 2017 as a Florida limited liability company. In 2016, Abacus was licensed in Florida as a life settlement broker and became a Florida limited liability company. The Companies are not insurance companies or insurance agents, brokers or producers, are not licensed or regulated as insurance companies or insurance agents, brokers or producers and therefore do not underwrite insurable risks or sell new insurance policies for their own account. See the section entitled “Information About the Post-Combination Company Following the Business Combination.”

Q:	WHY IS ERES PROPOSING THE BUSINESS COMBINATION?

A:	ERES was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

On July 27, 2020, ERES completed the ERES IPO at a price per unit of $10.00, with each unit consisting of one share of Class A Common Stock and one-half of one public warrant, each whole public warrant eligible to purchase one share of Class A Common Stock at a price of $11.50, raising total gross proceeds of $300,000,000. On the same date, ERES also completed a private placement of warrants to its Sponsor, raising total gross proceeds of $8,000,000. On August 25, 2021, the underwriter in the ERES IPO fully exercised its over-allotment option, resulting in the offering of an additional 4,500,000 units and 900,000 Private Placement Warrants. Following the closing of the over-allotment option, an aggregate of $345,000,000 was placed in ERES’s Trust Account. On July 25, 2022, ERES’s stockholders approved an amendment to its Existing Charter (the “Extension Amendment”) that extended the date by which ERES must consummate its initial business combination from July 27, 2022 to January 27, 2023. In connection with the Extension Amendment, ERES issued the Extension Note in the aggregate principal amount of up to $1,924,356.46 to the Sponsor, pursuant to which the Sponsor agreed to loan ERES up to $1,924,356.46 in connection with the Extension Amendment. Also in connection with the Extension Amendment, stockholders holding 24,781,028 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $97,939,800.60 remained in the Trust Account after paying such redeeming holders, prior to the Sponsor’s deposit of additional funds in connection with the Extension Amendment. On January 20, 2023, ERES’s stockholders approved an amendment to its Existing Charter (the “Second Extension Amendment”) that extended the date by which ERES must consummate its initial business combination from January 27, 2023 to July 27, 2023. In connection with the Second Extension Amendment, ERES issued the Second Extension Note in the aggregate principal amount of up to $565,497.31 to the Sponsor, pursuant to which the Sponsor agreed to loan ERES up to $565,497.31 in connection with the Second Extension Amendment. Also in connection with the Second Extension Amendment, stockholders holding 6,862,925 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $29,157,889.21 remained in the Trust Account after paying such redeeming holders, prior to the Sponsor’s deposit of additional funds in connection with the Second Extension Amendment.

Based on its due diligence investigations of the Companies and the industry in which they operate, including the financial and other information provided by the Companies in the course of their negotiations in connection with the Merger Agreement, ERES believes that the Business Combination with the Companies

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is advisable and in the best interests of ERES and its stockholders. See the section entitled “The Business Combination—ERES Reasons for Approval of the Business Combination.”

Q:	DID THE ERES BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE MERGERS?

Yes. The ERES Board engaged Northland Securities, Inc. (“Northland”) to provide an opinion (a) as to the fairness, from a financial point of view, of the consideration to be paid by ERES to the Company Members to ERES and its unaffiliated Public Stockholders and (b) that the Companies had an aggregate fair market value equal to at least 80% of the balance of the funds in ERES’s Trust Account (excluding deferred underwriting commissions and taxes payable and subject to proportionate adjustments related to Nasdaq’s 80% test). On August 29, 2022, Northland rendered its oral opinion to the ERES Board, which was subsequently confirmed in writing by delivery of Northland’s written opinion dated the same date, based upon and subject to the assumptions, limitations and qualifications contained in its opinion, and other factors Northland considers relevant, that (i) the consideration to be paid by ERES to the Company Members pursuant to the Merger Agreement was fair, from a financial point of view, to ERES and its unaffiliated Public Stockholders and (ii) the Companies had an aggregate fair market value equal to at least 80% of the balance of funds in ERES’s Trust Account (excluding deferred underwriting commissions and taxes payable and subject to proportionate adjustments related to Nasdaq’s 80% test).

Q:	WHY IS ERES PROVIDING STOCKHOLDERS WITH THE OPPORTUNITY TO VOTE ON THE BUSINESS COMBINATION?

We are seeking approval of the Business Combination for purposes of complying with applicable Nasdaq listing rules requiring stockholder approval of issuances of more than 20% of a listed company’s issued and outstanding common stock. In addition, pursuant to the Existing Charter, we must provide all Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the consummation of an initial business combination (as defined in our Existing Charter) either in conjunction with a tender offer or in conjunction with a stockholder vote to approve such initial business combination. If we submit the proposed initial business combination to the stockholders for their approval, our Existing Charter requires us to conduct a redemption offer in conjunction with the proxy solicitation (and not in conjunction with a tender offer) pursuant to the applicable SEC proxy solicitation rules.

Q:	DO THE COMPANY MEMBERS NEED TO APPROVE THE BUSINESS COMBINATION?

Yes. In connection with the execution of the Merger Agreement, each Company Member delivered written consent approving the Merger Agreement and the related agreements and transactions contemplated thereby. The execution and delivery of written consents by all of the Company Members constituted approval at the time of such delivery. Additionally, concurrently with the execution of the Merger Agreement, ERES, Abacus, LMA, and the Company Members entered into the Company Support Agreement (the “Company Support Agreement”). The Company Support Agreement provides, among other things, that each Company Member agrees to vote or cause to be voted, at any meeting of the members of the applicable company (and at any adjournment or postponement thereof), however called, and in any written actions by consent of the members of the applicable company, the membership interests held by such Company Members in favor of the Business Combination, on the terms and subject to the conditions set forth in the Company Support Agreement. The Company Members collectively own 100% of the limited liability company interests in the Companies.

Q:	DO I HAVE REDEMPTION RIGHTS?

If you are a holder of Public Shares, you have the right to demand that ERES redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds, less redemptions, of the ERES IPO, as of two business days prior to the consummation of the transactions contemplated by the Business Combination Proposal (including interest earned on the funds held in the Trust Account and not previously released to ERES to pay taxes) upon the Closing.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 20% of the Public Shares without the consent of ERES. Accordingly, all Public Shares in excess of 20% held by a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed without the consent of ERES.

Under ERES’s Existing Charter, the Mergers may be consummated only if ERES has at least $5,000,001 of net tangible assets after giving to all holders of Public Shares that properly demand redemption of their shares their pro rata portion of cash held in the Trust Account.

Q:	WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS?

No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Proposal described in this proxy statement. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Mergers may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemptions by Public Stockholders.

Q:	HOW DO I EXERCISE MY REDEMPTION RIGHTS?

If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that ERES redeem your shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your stock to ERES’s transfer agent physically or electronically using the Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system. Any holder of Public Shares will be entitled to demand that such holder’s Public Shares be redeemed for a pro rata portion of the amount then in the Trust Account (which, for illustrative purposes, was approximately $[●] million, or approximately $[●] per Public Share, as of [●], 2023, the ERES Record Date). Such amount, including interest earned, if any, on the funds held in the Trust Account and not previously released to ERES to pay its taxes, will be paid promptly upon consummation of the Mergers. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims that could take priority over those of ERES’s Public Stockholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per Public Share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any Proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Special Meeting. If you deliver your Public Shares for redemption to ERES’s transfer agent and later decide prior to the Special Meeting not to elect redemption, you may request that ERES’s transfer agent return the Public Shares (physically or electronically).

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described to ERES’s transfer agent as described herein, then, if the Mergers are consummated, ERES will redeem those shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and you will cease to have any rights as an ERES stockholder (other than the right to receive the redemption amount) upon consummation of the Mergers.

For a discussion of the material U.S. federal income tax considerations for holders of Public Shares with respect to the exercise of these redemption rights, see the section entitled “Material U.S. Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Redemption of Public Shares.”

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Q:	WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

The U.S. federal income tax consequences of exercising redemption rights that may be relevant to holders of shares of ERES Class A Common Stock are discussed in more detail in the section entitled “Material U.S. Federal Income Tax Considerations—Material U.S. Federal Income Tax Consequences of the Redemption of ERES Public Stockholders.” The discussion of the U.S. federal income tax consequences contained in this proxy statement is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to holders of shares of ERES Class A Common Stock in respect of the exercise of their redemption rights, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws. All holders considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of such an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q:	DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:	No. Neither ERES stockholders nor its unit or warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled “Appraisal Rights.”

Q:	WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

Following the closing the ERES IPO, an amount equal to $345,000,000.00 ($10.00 per unit) of the net proceeds from the ERES IPO and the sale of the Private Placement Warrants was placed in the Trust Account. As of January 30, 2023, funds in the Trust Account totaled approximately $29,157,889.21 in cash. Taking into account the Sponsor’s monthly contributions pursuant to the Second Extension Note, and without giving effect to any requests for redemption in connection with the Special Meeting being held in connection with the Business Combination, the amount expected to be held in the Trust Account on [●], 2023, is $[●]. Prior to June 2022, the funds in the Trust Account were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (1) the completion of a business combination (including the Closing) and (2) the redemption of all of the Public Shares if ERES is unable to complete a business combination by July 27, 2023 (or if such date is further extended at a duly called extraordinary general meeting, such later date), subject to applicable law.

With respect to the regulation of special purpose acquisition companies like ERES (“SPACs”), on March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, among other items, disclosures in business combination transactions involving SPACs and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide SPACs a safe harbor from treatment as an investment company if they satisfy certain conditions that limit a SPAC’s duration, asset composition, business purpose and activities.

With regard to the SEC’s investment company proposals included in the SPAC Rule Proposals, while the funds in the Trust Account have, since the ERES IPO, been held only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries, to mitigate the risk of being viewed as operating an unregistered investment company (including pursuant to the subjective

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test of Section 3(a)(1)(A) of the Investment Company Act), on June 22, 2022, ERES instructed Continental Stock Transfer & Trust Company, the trustee managing the Trust Account, to hold all funds in the Trust Account in cash until the earlier of the consummation of the Business Combination and the liquidation of ERES.

On July 25, 2022, ERES entered into the Extension Note with the Sponsor, pursuant to which the Sponsor agreed to contribute to ERES as a loan $0.033 for each Public Share that was not redeemed in connection with the stockholder vote to approve the extension of the date by which ERES must complete an initial business combination from July 27, 2022 to January 27, 2023 (which extension was approved at the special meeting of ERES on July 25, 2022), for each month until the earlier of (i) the date of consummation of ERES’s initial business combination and (ii) the date of liquidation of ERES. Such contributions will be deposited into the Trust Account. Additionally, in connection with the stockholder approval of such extension in July 2022, certain stockholders elected to redeem an aggregate of 24,781,028 Public Shares, or approximately 71.83% of the then outstanding Public Shares. Such redemption demands have been completed and such shares have been redeemed and, in relation thereto, we paid cash from the Trust Account in the aggregate amount of approximately $248,087,256.06, or approximately $10.01 per share, to redeeming shareholders. As a result, approximately $97,939,800.60 remained in the Trust Account after paying such redeeming holders.

On January 23, 2023, ERES entered into the Second Extension Note with the Sponsor, pursuant to which the Sponsor agreed to contribute to ERES as a loan $0.033 for each Public Share that was not redeemed in connection with the stockholder vote to approve the extension of the date by which ERES must complete an initial business combination from January 27, 2023 to July 27, 2023 (which extension was approved at the special meeting of ERES on January 20, 2023), for each month until the earlier of (i) the date of consummation of ERES’s initial business combination and (ii) the date of liquidation of ERES. Such contributions will be deposited into the Trust Account. Additionally, in connection with the stockholder approval of such extension in January 2023, certain stockholders elected to redeem an aggregate of 6,862,925 Public Shares, or approximately 70.61% of the then outstanding Public Shares. Such redemption demands have been completed and such shares have been redeemed and, in relation thereto, we paid cash from the Trust Account in the aggregate amount of approximately $70,064,815.71, or approximately $10.21 per share, to redeeming shareholders. As a result, approximately $29,157,889.21 remained in the Trust Account after paying such redeeming holders. As of [●], there is $[●] remaining in the Trust Account.

After consummation of the Mergers, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Mergers and for the Post-Combination Company’s working capital and general corporate purposes.

Q:	WHAT HAPPENS IF THE MERGERS ARE NOT CONSUMMATED?

If ERES does not complete the Mergers with the Companies for whatever reason, ERES would search for another target business with which to complete a business combination. If ERES does not complete the Mergers with the Companies or another target business by July 27, 2023 (the “Completion Window”), ERES must redeem 100% of the outstanding Public Shares, at a per Public Share price, payable in cash, equal to the amount then held in the Trust Account including interest earned, if any, on the funds held in the Trust Account and not previously released to ERES to pay taxes (less up to $100,000 of interest to pay dissolution expenses) divided by the number of outstanding Public Shares. The Initial Stockholders have no redemption rights in the event a business combination is not effected in the Completion Window, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to ERES’s outstanding warrants. Accordingly, the warrants will expire worthless.

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Q:	WILL ERES SEEK TO AMEND THE EXISTING CHARTER TO EXTEND THE BUSINESS COMBINATION DEADLINE IF THE PROPOSED BUSINESS COMBINATION WITH THE COMPANIES OR AN ALTERNATIVE BUSINESS COMBINATION IS NOT COMPLETED BY THE COMPLETION WINDOW ENDING ON JULY 27, 2023?

On December 30, 2022, ERES filed with the SEC a definitive proxy statement on Schedule 14A in connection with a special meeting of stockholders to be held on January 20, 2023 for the purpose of soliciting stockholder approval of a proposal (the “Second Extension Proposal”) to approve the Second Extension Amendment, which extended the date by which ERES must consummate a business combination from January 27, 2023 (the “First Extended Date”) to July 27, 2023 (the “Second Extended Date”). On January 20, 2023, ERES’s stockholders approved the Second Extension Amendment. In connection with the Second Extension Amendment, ERES issued the Second Extension Note in the aggregate principal amount of up to $565,497.31 to the Sponsor, pursuant to which the Sponsor agreed to loan ERES up to $565,497.31 in connection with the Second Extension Amendment. Also in connection with the Second Extension Amendment, stockholders holding 6,862,925 shares of Class A Common Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. Additionally, in connection with the stockholder approval of such extension in January 2023, certain shareholders elected to redeem an aggregate of 6,862,925 Public Shares, or approximately 70.61% of the then outstanding Public Shares. Such redemption demands have been completed and such shares have been redeemed and, in relation thereto, we paid cash from the Trust Account in the aggregate amount of approximately $70,064,815.71, or approximately $10.21 per share, to redeeming shareholders. As a result, approximately $29,157,889.21 remained in the Trust Account after paying such redeeming holders.

While ERES is using its best efforts to complete the Business Combination with the Companies on or before the Second Extended Date, the ERES Board cannot guarantee that an additional extension will not be necessary. However, at this time, the ERES Board does not believe that an additional extension beyond the Second Extended Date will be necessary to complete the Business Combination.

Q:	HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS?

As of the date of this proxy statement, and due to the redemption of 24,781,028 Public Shares in connection with the stockholder vote in July 2022 and the redemption of 6,862,925 Public Shares in connection with the stockholder vote in January 2023 to approve the extension of the date by which ERES must complete an initial business combination, the Sponsor (including ERES’s directors, officers and Initial Stockholders and their permitted transferees) owns approximately 75% of the issued and outstanding ERES Common Stock, consisting of the Founder Shares. The Sponsor has agreed to vote any shares of ERES Common Stock held by it as of the ERES Record Date in favor of each of the Proposals presented at the Special Meeting.

Q:	WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING?

A majority of the voting power of the issued and outstanding common stock of ERES entitled to vote at the Special Meeting must be present, in person (which would include presence at a virtual meeting) or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own approximately 75% of the issued and outstanding shares of ERES Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the ERES Record Date for the Special Meeting, 5,740,524 shares of ERES Common Stock would be required to achieve a quorum.

Q:	WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING?

A:	The Business Combination Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually

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cast thereon at the Special Meeting, voting as a single class, is required to approve the Business Combination Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. ERES stockholders must approve the Business Combination Proposal in order for the Mergers to occur.

The Charter Approval Proposal: The affirmative vote (in person or by proxy) of (i) the holders of a majority of the shares of Class B Common Stock then outstanding, voting separately as a single class, and (ii) the holders of a majority of the shares of Class A Common Stock entitled to vote, voting separately as a single class is required to approve the Charter Approval Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Charter Approval Proposal, will have the same effect as a vote “AGAINST” such Proposal. The Mergers are conditioned on the approval of the Charter Approval Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Charter Approval Proposal will not be presented to the stockholders for a vote.

The Governance Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Governance Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Governance Proposal, will have no effect on the Governance Proposal. The Mergers are not conditioned on the approval of the Governance Proposal. If the Business Combination Proposal is not approved, the Governance Proposal will not be presented to the stockholders for a vote.

The Director Election Proposal: The affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding shares of Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Director Election Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Director Election Proposal, will have no effect on the election of directors. The Mergers are not conditioned on the approval of the Director Election Proposal. If the Business Combination Proposal is not approved, the Director Election Proposal will not be presented to the stockholders for a vote.

The Nasdaq Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Nasdaq Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Nasdaq Proposal, will have no effect on the Nasdaq Proposal. The Mergers are conditioned on the approval of the Nasdaq Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Nasdaq Proposal will not be presented to the stockholders for a vote.

The Incentive Plan Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Incentive Plan Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Incentive Plan Proposal, will have no effect on the Incentive Plan Proposal. The Mergers are conditioned on the approval of the Incentive Plan Proposal, subject to the terms of the Merger Agreement. If the Business Combination Proposal is not approved, the Incentive Plan Proposal will not be presented to the stockholders for a vote.

The Adjournment Proposal: The affirmative vote (in person or by proxy) of the holders of a majority of the shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class, is required to approve the Adjournment Proposal. Accordingly, a stockholder’s failure to vote by proxy or to vote in person (which would include presence at a virtual meeting) at the Special Meeting, as well as an abstention from voting and a broker non-vote with regard to the Adjournment Proposal, will have no effect on the Adjournment Proposal. The Mergers are not conditioned on the approval of the Adjournment Proposal.

As further discussed in the section entitled “Other Agreements—Sponsor Support Agreement,” the Sponsor has entered into a letter agreement with ERES and the Companies, a copy of which is attached as Annex D to this proxy statement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote its shares in favor of the each of the Proposals presented at the Special Meeting.

Q:	DO ANY OF ERES’S DIRECTORS OR OFFICERS OR THE SPONSOR OR ITS AFFILIATES HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF ERES STOCKHOLDERS?

A:	Certain of ERES’s executive officers and certain non-employee directors, as well as our Sponsor and its affiliates, may have interests in the Mergers that may be different from, or in addition to, the interests of ERES stockholders generally.

These interests include, among other things:

•

If the Business Combination with the Companies or another business combination is not consummated within the Completion Window, ERES will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the ERES Board, dissolving and liquidating. In such event, the 8,625,000 Founder Shares held by ERES’s Initial Stockholders, which were acquired for an aggregate purchase price of $25,000, or approximately $0.003 per share, would be worthless because ERES’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The Founder Shares had an aggregate market value of $[●] based upon the closing price of $[●] per share of ERES Class A Common Stock on Nasdaq on the ERES Record Date. Certain Founder Shares are subject to time-based vesting provisions as described under “Other Agreements—Sponsor Support Agreement.”

•

The Sponsor purchased an aggregate of 8,900,000 Private Placement Warrants from ERES for an aggregate purchase price of $8,900,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the ERES IPO and associated exercise of the over-allotment option. A portion of the proceeds ERES received from these purchases was placed in the Trust Account. Such warrants had an aggregate market value of approximately $[●] based upon the closing price of $[●] per public warrant on the Nasdaq on [●], 2023, the ERES Record Date. The Private Placement Warrants will become worthless if ERES does not consummate a business combination within the Completion Window. The Sponsor paid an aggregate of $8,925,000 for its purchases of the Founder Shares and the Private Placement Warrants.

•

In order to finance transaction costs in connection with a business combination, the Sponsor, members of the ERES founding team or any of their affiliates may, but are not obligated to, make Working Capital Loans as may be required (also referred to as “Working Capital Note”). In August 2021, the Sponsor committed to provide ERES up to an aggregate of $1,500,000 in loans for working capital purposes. The Working Capital Note does not bear interest and is repayable in full upon consummation of a business combination. If ERES does not complete a business combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working

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Capital Note becoming immediately due and payable. As of September 30, 2022, there was a balance of $1,500,000 under this loan.

•

On July 25, 2022, ERES entered into the Extension Note with the Sponsor. Pursuant to the Extension Note, the Sponsor has agreed that it will contribute to ERES as a loan (each loan being referred to herein as a “Contribution”) $0.033 for each Public Share that was not redeemed in connection with the stockholder vote to approve the extension of the deadline by which ERES must complete its initial business combination, for each month until the earlier of (i) the date of the special meeting held in connection with the stockholder vote to approve the Business Combination and (ii) the date of liquidation of ERES. The Extension Note does not bear interest and is repayable in full upon the earlier of (i) the date of the consummation of ERES’s initial business combination and (ii) the date of ERES’s liquidation. At any time prior to payment in full of the principal balance of the Extension Note, the holder of the Extension Note (or a permitted assignee) will have the option, but not the obligation, to convert up to $1,500,000 of the unpaid principal balance of the Extension Note into that number of Extension Warrants, each whole warrant exercisable for one share of ERES Class A Common Stock equal to the principal amount of the Extension Note so converted divided by $1.50. The terms of the Extension Warrants will be identical to the terms of the Private Placement Warrants. The Sponsor will have the sole discretion whether to continue extending for additional months, and if the Sponsor determines not to continue extending for additional months, its obligation to make additional Contributions will terminate. If this occurs, ERES would wind up ERES’s affairs and redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Existing Charter. The maturity date of the Extension Note may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Extension Note may be prepaid at any time by ERES, at its election and without penalty, provided, however, that the Sponsor shall have a right to first convert such principal balance as described in Section 17 of the Extension Note upon notice of such prepayment. If the Business Combination is not completed and ERES winds up, there will not be sufficient assets to repay the Extension Note and it will be worthless. As of September 30, 2022, there was a balance of $962,178 under this loan.

•

On January 23, 2023, ERES entered into the Second Extension Note with the Sponsor. Pursuant to the Second Extension Note, the Sponsor agreed to contribute to ERES as a loan $0.033 for each Public Share that was not redeemed in connection with the stockholder vote to approve the extension of the date by which ERES must complete an initial business combination, for each month until the earlier of (i) the date of consummation of ERES’s initial business combination and (ii) the date of liquidation of ERES. The Second Extension Note does not bear interest and is repayable in full upon the earlier of (i) the date of the consummation of ERES’s initial business combination and (ii) the date of ERES’s liquidation. At any time prior to payment in full of the principal balance of the Second Extension Note, the holder of the Second Extension Note (or a permitted assignee) will have the option, but not the obligation, to convert up to $500,000 of the unpaid principal balance of the Second Extension Note into that number of Second Extension Warrants, each whole warrant exercisable for one share of ERES Class A Common Stock equal to the principal amount of the Second Extension Note so converted divided by $1.50. The terms of the Second Extension Warrants will be identical to the terms of the Private Placement Warrants. The Sponsor will have the sole discretion whether to continue extending for additional months, and if the Sponsor determines not to continue extending for additional months, its obligation to make additional Contributions will terminate. If this occurs, ERES would wind up ERES’s affairs and redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Existing Charter. The maturity date of the Second Extension Note may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Second Extension Note may be prepaid at any time by ERES, at its election and without penalty, provided, however, that the Sponsor shall have a right to first convert such principal balance as described in Section 17 of the Second Extension Note upon notice of such prepayment. If the Business Combination is not completed and ERES winds up, there will not be sufficient assets to repay the

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Second Extension Note and it will be worthless. As of February 2, 2023, there was a balance of $94,249.55 under this loan.

•

ERES’s directors and officers, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on ERES’s behalf, such as identifying and investigating possible business targets and business combinations. However, if ERES fails to consummate a business combination within the Completion Window, they will not have any claim against the Trust Account for reimbursement. Accordingly, ERES may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within the Completion Window. As of September 30, 2022, $0 was outstanding in out-of-pocket expense reimbursements. Additionally, two affiliates of the Sponsor are each entitled to $10,000 per month for office space, utilities, administrative and support services provided to ERES’s management team, which commenced on July 24, 2020 and will continue through the earlier of consummation of the Business Combination and ERES’s liquidation. For the year ended December 31, 2021 and December 31, 2020, the ERES incurred and paid an aggregate of $240,000 and $105,161 in connection with these agreements, respectively. For the nine months ended September 30, 2022, the Company incurred and paid $180,000 in fees for these services.

•

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

•

In the event of the liquidation of the Trust Account, the Sponsor has agreed to indemnify and hold harmless ERES against any and all losses, liabilities, claims, damages and expenses to which ERES may become subject as a result of any claim by (i) any third party for services rendered or products sold to ERES or (ii) a prospective target business with which ERES has entered into an acquisition agreement, provided that such indemnification of ERES by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to ERES or a target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of ERES Class A Common Stock or (ii) such lesser amount per share of ERES Class A Common Stock held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account, which may be withdrawn to pay taxes and expenses related to the administration of the Trust Account, except as to any claims by a third party (including a target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under ERES’s indemnity of the underwriters of the ERES IPO against certain liabilities, including liabilities under the Securities Act. If ERES consummates the Business Combination, on the other hand, ERES will be liable for all such claims.

•

Pursuant to the Sponsor Support Agreement, the Sponsor has agreed, subject to certain exceptions, not to transfer (i) 15% of the shares of the Post-Combination Company’s common stock received by the Sponsor in connection with the Closing until the date that is 180 days after the Closing Date and (ii) the remaining 85% of the shares of the Post-Combination Company’s common stock received by the Sponsor in connection with the Closing until the date that is 24 months after the Closing Date.

•

Subject to certain limited exceptions, the Private Placement Warrants will not be transferable until 30 days following the completion of the Business Combination.

•

There will be no finder’s fees, reimbursements or cash payments made by ERES to the Sponsor or ERES’s officers or directors, or ERES’s or any of their affiliates, for services rendered to ERES prior to or in connection with the completion of the Business Combination, other than payment of the amount described above for office space, utilities, administrative and support services described above and repayments of the loans under the Working Capital Note, the Extension Note, and the Second Extension Note to our Sponsor as described above. The Sponsor and ERES’s officers and directors or any of their respective affiliates will also be reimbursed for any out-of-pocket expenses incurred in connection with ERES’s formation, the ERES IPO and activities on ERES’s behalf such as identifying

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potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

•

Our Sponsor, officers and directors would hold the following number of shares of common stock in the Post-Combination Company, on a fully diluted basis, at the closing of the Business Combination:


Name of Person/Entity	Number of Shares of Common Stock⁽¹⁾		Value of Shares⁽²⁾
East Sponsor, LLC		17,068,333	$	170,683,330
Terrence (Terry) M. Pegula		17,068,333	$	170,683,330
Gary L. Hagerman, Jr.		1,000	$	10,000
John P. Sieminski		2,500	$	25,000
James S. Morrow		0	$	0
William A. Fustos		22,000	$	220,000
Thomas W. Corbett, Jr.		10,000	$	100,000
Benjamin Wingard		4,000	$	40,000
Jacob Long		5,000	$	50,000
Adam Gusky		2,452	$	24,520

(1)

(2)

Assumes a value of $10.00 per share, the deemed value of the Class A Common Stock in the Business Combination.

•

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers would materially undermine our ability to complete our business combination. The Existing Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent such person is permitted to refer that opportunity to us without violating another legal obligation. This waiver allows our Sponsor and its affiliates to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. However, we do not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on our search for an acquisition target.

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•

Following the completion of the Business Combination, [●], [●] and [●] will be members of the board of directors of the Post-Combination Company. As such, in the future, [●], [●] and [●] will receive any cash fees, stock options or stock awards that the board of directors of the Post-Combination Company determines to pay to its directors following the completion of the Business Combination.

•

Given the interests described above, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the Post-Combination Company common stock trades below the price initially paid for the ERES units in the ERES IPO and the Public Stockholders experience a negative rate of return following the completion of the Business Combination. Thus, our Sponsor and its affiliates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial business combination by the Completion Window, enter into an initial business combination on potentially less favorable terms with a potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Founder Shares.

•

Our Sponsor, directors and officers beneficially owns Founder Shares and warrants that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the Business Combination is not approved. As of the date of this proxy statement, the Sponsor has invested an aggregate of approximately $12,443,605 (consisting of $25,000 for the Founder Shares, $8,900,000 for the Private Placement Warrants, $1,500,000 for the aggregate principal amount of the promissory notes, $1,924,356 for the Extension Note and $94,249 for the Second Extension Note). Assuming a value of $10.00 per share, the deemed value of the Class A Common Stock in the Business Combination, the aggregate market value with respect to the common stock, fully diluted, based on Founder Shares and warrants in ERES held by our Sponsor, directors and officers would be approximately $170,783,330. Thus, the aggregate market value of our Sponsor’s Founder Shares and Private Placement Warrants, together with the aggregate outstanding principal amount of the foregoing loans and the foregoing reimbursable expenses, would be approximately $183,226,935.

The ERES Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Business Combination be approved by the stockholders of ERES. See the section entitled “The Business Combination—Interests of ERES’s Directors and Executive Officers and the Sponsor and its Affiliates in the Business Combination.” The ERES Board concluded that the Merger Agreement and the Business Combination are fair from a financial point of view to and in the best interests of ERES and its stockholders. In view of the wide variety of factors considered by the ERES Board in connection with its evaluation, negotiation and recommendation of the business combination and related transactions and the complexity of these matters, the ERES Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the ERES Board based its evaluation, negotiation and recommendation of the business combination on the totality of the information presented to and considered by it. The ERES Board evaluated the reasons described above with the assistance of ERES’ outside advisors. In considering the factors described above and any other factors, individual members of the ERES Board may have viewed factors differently or given different weights to other or different factors.

After careful consideration, the ERES Board unanimously (i) declared the advisability of the Business Combination and the other transactions contemplated by the Merger Agreement and (ii) determined that the Business Combination and the other transactions contemplated by the Merger Agreement are in the best interests of the ERES stockholders.

Q:	WHAT DO I NEED TO DO NOW?

A:	ERES urges you to carefully read and consider the information contained in this proxy statement, including the Annexes and the other documents referred to herein, and to consider how the Mergers will affect you as

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a stockholder and/or warrant holder of ERES. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q:	WHAT HAPPENS IF I SELL MY SHARES OF CLASS A COMMON STOCK BEFORE THE SPECIAL MEETING?

The ERES Record Date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of ERES Class A Common Stock after the ERES Record Date but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your shares of ERES Class A Common Stock because you will no longer be able to tender them prior to the Special Meeting in accordance with the provisions described herein. If you transferred your shares of ERES Class A Common Stock prior to the ERES Record Date, you have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q:	HOW DO I VOTE?

If you are a holder of record of ERES Class A Common Stock on the ERES Record Date, you may vote in person (which would include presence at a virtual meeting) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee.

Q:	IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME?

If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to ERES or by voting in person (which would include presence at a virtual meeting) at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. Please submit your legal proxy to Proxy@continentalstock.com in order to receive a control number to vote at the virtual meeting.

Under Nasdaq rules, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that Nasdaq determines to be “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Special Meeting are “non-routine” matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

If you are an ERES stockholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal. Such broker non-votes will be the equivalent of a vote “AGAINST” the Charter Approval Proposal, but will have no effect on the vote count for such other Proposals.

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Q:	WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE?

A:	For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote.

If you are an ERES stockholder that attends the Special Meeting virtually and fails to vote on the Charter Approval Proposal, your failure to vote will have the same effect as a vote “AGAINST” such Proposal.

If you are an ERES stockholder that attends the Special Meeting virtually and fail to vote on the Business Combination Proposal, Governance Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, your failure to vote will have no effect on the Business Combination Proposal, the Governance Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Adjournment Proposal.

Q:	WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE?

A:	If you sign and return your proxy card without indicating how to vote on any particular Proposal, the common stock represented by your proxy will be voted “FOR” each of the Proposals presented at the Special Meeting.

Q:	MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A:	Yes. You may change your vote at any time before your proxy is exercised by doing any one of the following:

•

send another proxy card with a later date;

•

notify ERES’s Secretary in writing before the Special Meeting that you have revoked your proxy; or

•

attend the Special Meeting and vote electronically by visiting and entering the control number found on your proxy card, instruction form or notice you previously received.

If you are a stockholder of record of ERES and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to ERES’s transfer agent, and it must be received at any time before the vote is taken at the Special Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than 11:59 p.m. Eastern Time on [●], or by voting online at the Special Meeting. Simply attending the Special Meeting will not revoke your proxy. If you have instructed a broker, bank or other nominee to vote your ERES shares, you must follow the directions you receive from your broker, bank or other nominee in order to change or revoke your vote.

Q:	WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of the Post-Combination Company. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of ERES while ERES searches for another target business with which to complete a business combination.

Q:	WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account

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in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ERES shares.

Q:	WHO CAN HELP ANSWER MY QUESTIONS?

A:	If you have questions about the Mergers or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Morrow Sodali LLC

333 Ludlow St., 5^th Floor, South Tower

Stamford, Connecticut 06902

Stockholders may call toll free: (800) 662-5200

Banks and Brokers may call collect: (203) 658-9400

ERES.info@investor.morrowsodali.com

You may also obtain additional information about ERES from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to deliver your stock (either physically or electronically) to ERES’s transfer agent at the address below prior to the vote at the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, New York 10004

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SUMMARY

This summary highlights selected information included in this proxy statement and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Business Combination and the Merger Agreement (pages 187 and 210)

The terms and conditions of the Business Combination are contained in the Merger Agreement and the Amendment, copies of which are attached to this proxy statement as Annex A-1 and Annex A-2, respectively. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Business Combination.

On August 30, 2022, ERES entered into the Merger Agreement with the Companies and the Merger Subs, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, Abacus Merger Sub will merge with and into Abacus, with Abacus surviving the Merger as a wholly owned subsidiary of ERES, and LMA Merger Sub will merge with and into LMA, with LMA surviving the Merger as a wholly owned subsidiary of ERES. In connection with the Closing, ERES will be renamed “Abacus Life, Inc.”

ERES has agreed to provide its stockholders with the opportunity to redeem shares of Class A Common Stock upon completion of the transactions contemplated by the Merger Agreement.

Below, please find an organizational chart depicting the Companies’ and ERES’ current structure and corresponding ownership percentages:

LOGO

Below, please find an organizational chart depicting the Post-Combination Company’s intended structure and corresponding ownership percentages (assuming that 50% of Public Shares are redeemed):

LOGO

Merger Consideration; Conversion of Shares (page 210)

As part of the Business Combination, the Company Members will receive aggregate consideration of approximately $531.8 million, payable in newly issued shares of ERES Class A Common Stock at a price of $10.00 per share (the “Stock Consideration”) and, to the extent the Aggregate Transaction Proceeds exceed $200.0 million, at the election of the Company Members, up to $20.0 million of the aggregate consideration will be payable in cash to the Company Members (the “Cash Consideration” and, together with the Stock Consideration, the “Aggregate Merger Consideration”).

At the effective time of the LMA Merger (the “LMA Effective Time”), each LMA Interest that is issued and outstanding as of immediately prior to the closing of the LMA Merger (the “LMA Closing”) will be cancelled and converted into the right to receive a portion of the Aggregate Merger Consideration. At the effective time of the Abacus Merger (the “Abacus Effective Time”, and together with the LMA Effective Time, the “Effective Time”), each Abacus Interest that is issued and outstanding as of immediately prior to the closing of the Abacus Merger (the “Abacus Closing”) will be cancelled and converted into the right to receive a portion of the Aggregate Merger Consideration.

ERES expects to be issue 53.2 million shares of ERES Class A Common Stock to the Company Members in connection with the Closing (assuming that the Cash Consideration equals zero). The Company Members as of immediately prior to the Closing will hold, in the aggregate, approximately 82% of ERES Class A Common Stock immediately following the Closing (assuming that no shares of ERES Class A Common Stock are validly redeemed).

Fractional Shares. No fractional shares of ERES Class A Common Stock will be issued by virtue of the Business Combination or the other transactions contemplated by the Merger Agreement. Each person who would otherwise be entitled to a fraction of a share of ERES Class A Common Stock (after aggregating all fractional shares of ERES Class A Common Stock that otherwise would be received by such holder) will instead have the number of shares of ERES Class A Common Stock issued to such person rounded down in the aggregate to the nearest whole share of ERES Class A Common Stock.

Ownership of the Post-Combination Company (page 131)

As of February 1, 2023, the most recent practicable date prior to the date of this proxy statement, there are 11,481,047 shares of ERES Common Stock issued and outstanding, including 8,625,000 shares of ERES Class B Common Stock, each of which will be converted into one share of the Post-Combination Company’s common stock at the Closing. As of February 1, 2023, the most recent practicable date prior to the date of this proxy statement, there are an aggregate of 27,483,333 warrants outstanding. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock. Therefore, as of February 1, 2023, the most recent practicable date prior to the date of this proxy statement (without giving effect to the Business Combination and assuming no redemptions), assuming that (i) each share of ERES Class B Common Stock is converted into one share of ERES Class A Common Stock and (ii) each outstanding warrant is exercised and share of ERES Class A Common Stock is issued as a result of such exercise, the ERES fully-diluted stock capital would be 38,964,380 shares of common stock.

It is anticipated that, upon the completion of the Business Combination, the ownership levels in the Post-Combination Company will be as follows, assuming (i) no Public Shares are redeemed (ii) 50% of Public Shares are redeemed and (iii) 100% of Public Shares are redeemed, each on a “shares outstanding” and “fully diluted” basis. All scenarios assume that none of Aggregate Merger Consideration will be distributed to the Company Members in cash. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”


	No Redemption Scenario⁽¹⁾										50% Redemption Scenario⁽²⁾										100% Redemption Scenario⁽³⁾
	Outstanding Shares		Outstanding Ownership			Fully Diluted Shares⁽⁴⁾		Fully Diluted Ownership			Outstanding Shares		Outstanding Ownership			Fully Diluted Shares⁽⁴⁾		Fully Diluted Ownership			Outstanding Shares		Outstanding Ownership			Fully Diluted Shares⁽⁴⁾		Fully Diluted Ownership
Current public ERES stockholders		2,856,047		4.42	%		20,106,047		21.08	%		1,428,024		2.26	%		18,678,024		19.90	%		0		0.00	%		17,250,000		18.67	%
Initial Stockholders		8,625,000		13.34	%		17,078,333		17.91	%		8,625,000		13.64	%		17,078,333		18.19	%		8,625,000		13.96	%		17,078,333		18.49	%
Current Company Members⁽⁵⁾		53,175,000		82.24	%		53,175,000		55.76	%		53,175,000		84.10	%		53,175,000		56.65	%		53,175,000		86.04	%		53,175,000		57.57	%
Incentive Plan⁽⁶⁾		0		0.00	%		3,232,802		3.39	%		0		0.00	%		3,161,401		3.37	%		0		0.00	%		3,090,000		3.35	%
Warrant Pool		0		0.00	%		1,780,000		1.87	%		0		0.00	%		1,780,000		1.90	%		0		0.00	%		1,780,000		1.93	%
Pro forma Class A Common Stock at September 30, 2022		64,656,047		100	%		95,372,182		100	%		63,228,024		100	%		93,872,758		100	%		61,800,000		100	%		92,373,333		100	%

(1)	This presentation assumes that no Public Stockholders exercise their right to have their Public Shares converted into their pro rata share of the Trust Account.

(2)

(3)

(4)

(5)	Includes 4,569,922 shares of incentive units related to a nonpro-rata distribution to one of the existing owners of the Companies, of which 913,984 will be issued outstanding at close and 3,655,938 are subject to forfeiture as included in Annex I.

(6)	Reflects shares expected to be reserved for issuance under the Incentive Plan (assuming the Incentive Plan Proposal is approved).

The numbers of shares and percentage interests set forth above are based on a number of assumptions. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

The following table further illustrates the impact on relative fully diluted ownership levels of the Post-Combination Company for each source of dilution, namely the issuance of Class A Common Stock under (i) the 17,250,000 public warrants, (ii) the 7,120,000 Private Placement Warrants, (iii) the 1,780,000 warrants under the warrant pool granted to the Post-Combination Company, (iv) 1,000,000 Extension Warrants, (v) 333,333 Second Extension Warrants, and (vi) the Incentive Plan.


	No Redemption Scenario⁽¹⁾					50% Redemption Scenario⁽²⁾					100% Redemption Scenario⁽³⁾
	Number of Shares		Fully Diluted Ownership⁽⁴⁾			Number of Shares		Fully Diluted Ownership⁽⁴⁾			Number of Shares		Fully Diluted Ownership⁽⁴⁾
Current Stockholders
Current ERES Public Stockholders		2,856,047		2.99	%		1,428,024		1.52	%		0		0.00	%
Initial Stockholders		8,625,000		9.04	%		8,625,000		9.19	%		8,625,000		9.34	%
Total Current Stockholders		11,481,047		12.04	%		10,053,024		10.71	%		8,625,000		9.44	%

Shares Issued Upon Exercise of Warrants
ERES Public Warrants		17,250,000		18.09	%		17,250,000		18.38	%		17,250,000		18.67	%
ERES Sponsor Private Warrants		7,120,000		7.47	%		7,120,000		7.58	%		7,120,000		7.71	%
Extension Warrants		1,000,000		1.05	%		1,000,000		1.07	%		1,000,000		1.08	%
Second Extension Warrants		333,333		0.35	%		333,333		0.36	%		333,333		0.36	%
Warrant Pool		1,780,000		1.87	%		1,780,000		1.90	%		1,780,000		1.93	%

Total Shares Issued Upon Exercise of Warrants		27,483,333		28.82	%		27,483,333		29.28	%		27,483,333		29.75	%

Current Company Members⁽⁵⁾		53,175,000		55.76	%		53,175,000		56.65	%		53,175,000		57.57	%

Incentive Plan⁽⁶⁾		3,232,802		3.39	%		3,161,401		3.37	%		3,090,000		3.55	%

Pro Forma Class A Common Stock at September 30, 2022		95,372,182		100.00	%		93,872,758		100.00	%		92,373,333		100.00	%

(1)	This presentation assumes that no Public Stockholders exercise their right to have their Public Shares converted into their pro rata share of the Trust Account.

(2)

(3)

(4)

(5)	Includes 4,569,922 shares of incentive units related to a nonpro-rata distribution to one of the existing owners of the Companies, of which 913,984 will be issued outstanding at close and 3,655,938 are subject to forfeiture as included in Annex I.

(6)	Reflects shares expected to be reserved for issuance under the Incentive Plan (assuming the Incentive Plan Proposal is approved).

In addition to the changes in percentage ownerships depicted above, variations in redemptions and dilutive equity issuances will also affect the per share value as illustrated in the table below.


	No Redemption Scenario⁽¹⁾				50% Redemption Scenario⁽²⁾				100% Redemption Scenario⁽³⁾
	Number of Shares		Value per Share⁽⁴⁾		Number of Shares		Value per Share⁽⁴⁾		Number of Shares		Value per Share⁽⁴⁾
Base Scenario at September 30, 2022⁽⁵⁾		64,656,047	$	8.68		63,228,024	$	8.64		61,800,000	$	8.60
Fully Diluted Scenario at September 30, 2022⁽⁶⁾		95,372,182	$	9.20		93,872,758	$	9.19		92,373,333	$	9.18

(1)	This presentation assumes that no Public Stockholders exercise their right to have their Public Shares converted into their pro rata share of the Trust Account.

(2)

(3)

(4)	Based on the Post-Combination Company Equity Values set forth below.

(5)

(6)

(v) the Sponsor exercises its option to convert up to $500,000 of the unpaid principal balance on the Second Extension Note to 333,333 Second Extension Warrants and exercises such warrants, and (vi) all shares underlying the Incentive Plan are issued.

Post-Combination Company Equity Value (in millions):


	No Redemption Scenario		50% Redemption Scenario		100% Redemption Scenario
Base Scenario at September 30, 2022⁽⁷⁾	$	560.91	$	546.33	$	531.75
Fully Diluted Scenario at September 30, 2022⁽⁸⁾	$	876.97	$	862.39	$	847.81

(7)

Assumes a deemed equity value of $10.00 per share for the Class A Common Stock issued to the current Company Members, plus the amount remaining in the Trust Account after deductions for payments to redeeming stockholders.

(8)

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Recommendation of the ERES Board of Directors (page 191)

The ERES Board has unanimously determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement, is advisable and in the best interests of ERES and its stockholders and has directed that the Proposals set forth in this proxy statement be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement. The ERES Board unanimously recommends that ERES’s stockholders vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Approval Proposal, “FOR” the Governance Proposal, “FOR” the Nasdaq Proposal, “FOR” the Director Election Proposal, “FOR” the Incentive Plan Proposal and, if presented, “FOR” the Adjournment Proposal. See the section entitled “The Business Combination—ERES Reasons for Approval of the Business Combination.”

ERES’s Special Meeting of Stockholders (page 81)

The Special Meeting will be held on [●], 2023, at [●], in virtual format at https://www.cstproxy.com/eastresources/2023. At the Special Meeting, ERES stockholders will be asked to vote on the Business Combination Proposal, the Charter Approval Proposal, the Governance Proposal, the Nasdaq Proposal, the Director Election Proposal, the Incentive Plan Proposal and, if presented, the Adjournment Proposal.

Stockholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned shares of ERES Common Stock at the close of business on [●], 2023, the ERES Record Date. Stockholders are entitled to one vote for each share of ERES Common Stock owned at the close of business on the ERES Record Date. If stockholders’ shares are held in “street name” or are in a margin or similar account, stockholders should contact their broker, bank or other nominee to ensure that votes related to the shares they beneficially own are properly counted. On the ERES Record Date, there were 11,481,047 shares of ERES Common Stock outstanding, of which 2,856,047 were Public Shares and 8,625,000 were Founder Shares.

A quorum of ERES stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the voting power of all outstanding shares of capital stock of ERES entitled to vote at the Special Meeting as of the ERES Record Date is represented in person (which would include presence at a virtual meeting) or by proxy. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The Initial Stockholders, who currently own approximately 75% of the issued and outstanding shares of ERES Common Stock, will count towards this quorum. As of the ERES Record Date, 5,740,524 shares of ERES Common Stock would be required to achieve a quorum. ERES has entered into an agreement with the Sponsor and ERES’s directors and officers, pursuant to which each agreed to vote any shares of ERES Common Stock owned by them in favor of each of the Proposals presented at the Special Meeting. The Proposals presented at the Special Meeting will require the following votes:

The approval of each of the Business Combination Proposal, the Governance Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, if presented, requires the affirmative vote (in person or by proxy) of the holders of a majority of the shares of ERES Common Stock entitled to vote and actually cast thereon at the Special Meeting, voting as a single class. The approval of the Charter Approval Proposal requires the affirmative vote (in person or by proxy) of (i) the holders of a majority of the Class B Common Stock then outstanding, voting separately as a single class, and (ii) the holders of a majority of the shares of ERES Class A Common Stock entitled to vote, voting separately as a single class. The approval of the Director Election Proposal requires the affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding shares of ERES Class B Common Stock entitled to vote and actually cast thereon at the Special Meeting.

ERES’s Directors and Executive Officers and the Sponsor and its Affiliates Have Financial Interests in the Business Combination (page 201)

Certain of ERES’s executive officers and certain non-employee directors, as well as our Sponsor and its affiliates, may have interests in the Mergers that may be different from, or in addition to, the interests of ERES stockholders generally. These interests include, among other things:

•

If the Business Combination with the Companies or another business combination is not consummated within the Completion Window, ERES will cease all operations except for the purpose of winding up,

redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the ERES Board, dissolving and liquidating. In such event, the 8,625,000 Founder Shares held by ERES’s Initial Stockholders, which were acquired for an aggregate purchase price of $25,000, or approximately $0.003 per share, would be worthless because ERES’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The Founder Shares had an aggregate market value of $[●] based upon the closing price of $[●] per share of ERES Class A Common Stock on Nasdaq on the ERES Record Date. Certain Founder Shares are subject to time-based vesting provisions as described under “Other Agreements—Sponsor Support Agreement.”

•

In order to finance transaction costs in connection with a business combination, the Sponsor, members of the ERES founding team or any of their affiliates may, but are not obligated to, loan ERES funds as may be required. In August 2021, the Sponsor committed to provide ERES up to an aggregate of $1,500,000 in loans for working capital purposes. The Working Capital Note does not bear interest and is repayable in full upon consummation of a business combination. If ERES does not complete a business combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. As of September 30, 2022, there was a balance of $1,500,000 under this loan.

•

convert such principal balance as described in Section 17 of the Extension Note upon notice of such prepayment. If the Business Combination is not completed and ERES winds up, there will not be sufficient assets to repay the Extension Note and it will be worthless. As of September 30, 2022, there was a balance of $962,178 under this loan.

•

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

•

agreement, provided that such indemnification of ERES by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered or products sold to ERES or a target do not reduce the amount of funds in the Trust Account to below (i) $10.00 per share of ERES Class A Common Stock or (ii) such lesser amount per share of ERES Class A Common Stock held in the Trust Account due to reductions in the value of the trust assets as of the date of the liquidation of the Trust Account, in each case, net of the amount of interest earned on the property in the Trust Account, which may be withdrawn to pay taxes and expenses related to the administration of the Trust Account, except as to any claims by a third party (including a target) who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under ERES’s indemnity of the underwriters of the ERES IPO against certain liabilities, including liabilities under the Securities Act. If ERES consummates the Business Combination, on the other hand, ERES will be liable for all such claims.

•

Subject to certain limited exceptions, the Private Placement Warrants will not be transferable until 30 days following the completion of the Business Combination.

•

Our Sponsor, officers and directors would hold the following number of shares of common stock in the Post-Combination Company, on a fully diluted basis, at the closing of the Business Combination:


Name of Person/Entity	Number of Shares of Common Stock⁽¹⁾		Value of Shares⁽²⁾
East Sponsor, LLC		17,068,333	$	170,683,330
Terrence (Terry) M. Pegula		17,068,333	$	170,683,330
Gary L. Hagerman, Jr.		1,000	$	10,000
John P. Sieminski		2,500	$	25,000
James S. Morrow		0	$	0
William A. Fustos		22,000	$	220,000
Thomas W. Corbett, Jr.		10,000	$	100,000
Benjamin Wingard		4,000	$	40,000
Jacob Long		5,000	$	50,000
Adam Gusky		2,452	$	24,520

(1)

the unpaid principal balance on the Extension Note to 1,000,000 Extension Warrants and exercises such warrants, (v) the Sponsor exercises its option to convert up to $500,000 of the unpaid principal balance on the Second Extension Note to 333,333 Second Extension Warrants and exercise such options, and (vi) all shares underlying the Incentive Plan are issued.

(2)

Assumes a value of $10.00 per share, the deemed value of the Class A Common Stock in the Business Combination.

•

Certain of our officers and directors presently have, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers would materially undermine our ability to complete our business combination. The Existing Charter provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent such person is permitted to refer that opportunity to us without violating another legal obligation. This waiver allows our Sponsor and its affiliates to allocate opportunities based on a combination of the objectives and fundraising needs of the target, as well as the investment objectives of the entity. However, we do not believe that the waiver of the corporate opportunities doctrine otherwise had a material impact on our search for an acquisition target.

•

$10.00 per share, the deemed value of the Class A Common Stock in the Business Combination, the aggregate market value with respect to the common stock, fully diluted, based on Founder Shares and warrants in ERES held by our Sponsor, directors and officers would be approximately $170,783,330. Thus, the aggregate market value of our Sponsor’s Founder Shares and Private Placement Warrants, together with the aggregate outstanding principal amount of the foregoing loans and the foregoing reimbursable expenses, would be approximately $183,226,935.

The ERES Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Merger Agreement and in recommending that the Business Combination be approved by the stockholders of ERES. See the section entitled “The Business Combination—Interests of ERES’s Directors and Executive Officers and the Sponsor and its Affiliates in the Business Combination.” On balance, the ERES Board concluded that the Business Combination Agreement and the Business Combination are fair from a financial point of view to and in the best interests of ERES and its stockholders. In view of the wide variety of factors considered by the ERES Board in connection with its evaluation, negotiation and recommendation of the Business Combination and related transactions and the complexity of these matters, the ERES Board did not consider it practical to, nor did it attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. Rather, the ERES Board based its evaluation, negotiation and recommendation of the business combination on the totality of the information presented to and considered by it. The ERES Board evaluated the reasons described above with the assistance of ERES’ outside advisors. In considering the factors described above and any other factors, individual members of the ERES Board may have viewed factors differently or given different weights to other or different factors.

The Companies’ Executive Officers Have Financial Interests in the Business Combination (page 201)

Certain of the Companies’ executive officers and directors may have financial interests in the Business Combination that may be different from, or in addition to, the interests of Company Members. For a detailed discussion of the special interests that the Companies’ executive officers and directors may have in the Business Combination, please see the section entitled “The Business Combination—Interests of the Companies’ Directors and Executive Officers in the Business Combination.”

Regulatory Approvals Required for the Business Combination (page 206)

Completion of the Business Combination is subject to approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). Each of the Companies and ERES have agreed to use their respective commercially reasonable efforts to take all actions necessary, proper or advisable under applicable laws to consummate the Business Combination as promptly as practicable, including all licenses, permits, clearances, consents, approvals, authorizations, qualifications, and government orders. ERES filed a Notification and Report Form with the Antitrust Division and the FTC on September 26, 2022, and the 30-day waiting period will expire at 11:59 p.m., New York City time, on October 26, 2022.

In connection with the Business Combination, ERES must obtain regulatory approval from the Florida Office of Insurance Regulation for the proposed change of control of Abacus.

The regulatory approvals to which completion of the Business Combination are subject are described in more detail in the section of this proxy statement entitled “The Business Combination—Regulatory Approvals Required for the Business Combination.”

Appraisal Rights (page 208)

Holders of ERES Common Stock are not entitled to appraisal rights in connection with the Business Combination under Delaware law.

Conditions to Closing of the Business Combination (page 211)

Conditions to Each Party’s Obligations.

The respective obligations of each of ERES, the Companies and the Merger Subs to complete the Business Combination are subject to the satisfaction or waiver at or prior to the Closing of the following conditions:

•

there must not be in effect any order prohibiting or preventing the consummation of the Business Combination and no law adopted, enacted or promulgated that makes consummation of the Business Combination illegal or otherwise prohibited;

•

all waiting periods and any extensions thereof applicable to the transactions contemplated by the Merger Agreement under the HSR Act, and any commitments or agreements (including timing agreements) with any governmental entity not to consummate the Business Combination before a certain date, must have expired or been terminated;

•

the offer contemplated by this proxy statement must have been completed in accordance with the terms of the Merger Agreement and this proxy statement;

•

the approval of each of the Proposals set forth in this proxy statement must have been obtained in accordance with the DGCL, ERES’s organizational documents and the rules and regulations of Nasdaq;

•

the approval of the Business Combination by the Company Members must have been obtained;

•

ERES shall have received the approval of the Florida Office of Insurance Regulation with respect to the change of control of Abacus contemplated under the Merger Agreement without certain conditions;

•

ERES shall have at least $5,000,001 of net tangible assets immediately after the Mergers are effective; and

•

the ERES Common Stock to be issued in the Business Combination must have been approved by the Nasdaq, subject only to official notice of issuance thereof.

Conditions to Obligations of ERES and the Merger Subs.

The obligation of ERES and the Merger Subs to complete the Business Combination is also subject to the satisfaction, or waiver by ERES, of the following conditions:

•

the representations and warranties of the Companies (other than fundamental representations), disregarding qualifications contained therein relating to materiality, must be true and correct as of the date of the Closing (the “Closing Date”) as if made at and as of such time (or, if given as of an earlier date, as of such earlier date), except that this condition will be satisfied unless any and all inaccuracies in such representations and warranties of the Companies, in the aggregate, would or would reasonably be expected to result in a Material Adverse Effect (as defined herein) with respect to the Companies, and fundamental representations must be true and correct in all respects as of the Closing Date (or, if given as of an earlier date, such earlier date);

•

the Companies must have performed in all material respects its obligations under the Merger Agreement required to be performed by it at or prior to the Closing;

•

ERES must have received a certificate executed and delivered by an authorized officer of the Companies confirming that the conditions set forth in the immediately preceding bullet points have been satisfied;

•

ERES and the Merger Subs (collectively, the “Parent Parties”) must have received a copy of the written consent of the Company Members, which must remain in full force and effect;

•

the Companies must have converted to Delaware limited liability companies at least five business days prior to the Closing Date; and

•

since the date of the Merger Agreement, a Material Adverse Effect with respect to the Companies must not have occurred.

Conditions to Obligations of the Companies.

The obligation of the Companies to complete the Business Combination is also subject to the satisfaction or waiver by the Companies of the following conditions:

•

the representations and warranties of the Parent Parties (other than fundamental representations), disregarding qualifications contained therein relating to materiality, must be true and correct as of the Closing Date as if made at and as of such time (or, if given as of an earlier date, as of such earlier date), except that this condition will be satisfied unless any and all inaccuracies in such representations and warranties of the Parent Parties, in the aggregate, would or would reasonably be expected to result in a Material Adverse Effect with respect to the Parent Parties, and fundamental representations must be true and correct in all respects as of the Closing Date (or, if given as of an earlier date, such earlier date);

•

each of the Parent Parties must have performed in all material respects its obligations under the Merger Agreement required to be performed by it at or prior to the Closing;

•

the Companies must have received a certificate executed and delivered by an authorized officer of the Parent Parties confirming that the conditions set forth in the immediately preceding bullet points have been satisfied;

•

the proceeds from the Business Combination, consisting of (a) the aggregate cash proceeds available for release to ERES from the Trust Account in connection with the Business Combination (after, for the avoidance of doubt, giving effect to any redemptions of shares of ERES Common Stock by stockholders of ERES but before release of any other funds) plus (b) the PIPE Investment Amount, if any (while ERES continues to opportunistically seek to raise a PIPE investment, at this time, it has no committed PIPE Investment Amount), minus (c) the Parent Transaction Expenses; minus (d) the Company Transaction Expenses; minus (e) the Working Capital Loan amount; and plus the Sponsor PIK Note Amount (terms as defined in the Merger Agreement), must be equal to or in excess of $1.0 million; and

•

the directors and executive officers of ERES must have been removed from their respective positions or tendered their irrevocable resignations effective as of the Closing.

No Solicitation (page 214)

The Companies. From the date of the Merger Agreement until the earlier of (x) the Effective Time or (y) the date on which the Merger Agreement is terminated, other than in connection with the transaction contemplated by the Merger Agreement, the Companies agreed that they will not, and will not authorize or (to the extent within its control) permit any Companies’ subsidiary or any of their or any Companies subsidiary’s affiliates, directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants), in each case in such directors’, officers’, employees’, agents’ or representatives’ capacity in such role with the

Companies, to, directly or indirectly, (i) knowingly encourage, initiate, solicit, or facilitate, offer, or make any offers or proposals related to, an acquisition proposal, (ii) engage in any discussions or negotiations with respect to an acquisition proposal with, or provide any non-public information or data to, any person that has made, or informs the Companies that it is considering making, an acquisition proposal, or (iii) enter into any agreement (whether or not binding) relating to an acquisition proposal. The Companies must give notice of any acquisition proposal to ERES as soon as practicable following their awareness of such proposal, but in any event no later than two business days following such awareness.

ERES. From the date of the Merger Agreement until the earlier of (x) the Effective Time or (y) the date on which the Merger Agreement is terminated, other than in connection with the transaction contemplated by the Merger Agreement, ERES agreed that it will not, and will not authorize or (to the extent within its control) permit any of its affiliates, directors, officers, employees, agents or representatives (including investment bankers, attorneys and accountants), in each case in such directors’, officers’, employees’, agents’ or representatives’ capacity in such role with ERES, to, directly or indirectly, (i) knowingly encourage, initiate, solicit, or facilitate, offer, or make any offers or proposals related to, an alternate business combination, (ii) engage in any discussions or negotiations with respect to an alternate business combination with, or provide any non-public information or data to, any person that has made, or informs ERES that it is considering making, an alternate business combination proposal, or (iii) enter into any agreement (whether or not binding) relating to an alternate business combination. ERES must give notice of any alternate business combination to the Companies as soon as practicable following its awareness of such proposal, but in any event no later than two business days following such awareness.

Termination (page 216)

The Merger Agreement may be terminated and the Business Combination abandoned at any time prior to the Closing, as follows:

•

in writing, by mutual consent of ERES, the Companies and the Company Members (collectively, the “Parties”);

•

by ERES or the Companies if any law or order permanently restraining, enjoining or otherwise prohibiting the consummation of the Mergers has been enacted and has become final and non-appealable, except that a party may not terminate the Merger Agreement for this reason if it has breached in any material respect its obligations set forth in the Merger Agreement in any manner that has proximately contributed to the enactment, issuance, promulgation or entry into such law or order;

•

by the Companies (if not in breach such that a closing condition cannot be satisfied) if any representation or warranty is not true and correct or if ERES has failed to perform any covenant or agreement made by any Parent Party in the Merger Agreement, such that the conditions to the obligations of ERES, as described in the section entitled “—Conditions to Closing of the Business Combination” above, could not be satisfied as of the Closing Date, and (i) are or cannot be cured within thirty days after written notice from the Companies of such breach is received by the Parent Parties, or (ii) which breach, untruth or inaccuracy, by its nature, cannot be cured prior to the Outside Date (as defined in the Merger Agreement);

•

by ERES (if not in breach such that a closing condition cannot be satisfied) if any representation or warranty is not true and correct or if the Companies have failed to perform any covenant or agreement made by the Companies in the Merger Agreement, such that the conditions to the obligations of the Companies, as described in the section entitled “—Conditions to Closing of the Business Combination” above, could not be satisfied as of the Closing Date, and (i) are or cannot be cured within thirty days after written notice from ERES of such breach is received by the Companies, or (ii) which breach, untruth or inaccuracy, by its nature, cannot be cured prior to the Outside Date;

•

by written notice by any Party if the Closing has not occurred on or prior to January 27, 2023 so long as such Party is not then in breach of the Merger Agreement in a manner that contributed to the occurrence of the failure of a condition;

•

by the Companies if ERES’s board of directors changes its recommendation in favor of the Business Combination;

•

by ERES if the required approvals of the Companies have not been obtained or if the required approvals are revoked, modified or no longer in full force and effect; or

•

by ERES or the Companies if the approval of the Proposals is not obtained at the Special Meeting (including any adjournments of such meeting).

Other Agreements (page 218)

Sponsor Support Agreement.

In connection with the execution of the Merger Agreement and pursuant to the terms of a Sponsor Support Agreement entered into among the Companies, ERES and the Sponsor, a copy of which is attached to this proxy statement as Annex D, the Sponsor has agreed to vote any shares of ERES Common Stock held by it in favor of each of the Proposals presented at the Special Meeting. The Sponsor owns at least 75% of ERES’s outstanding common stock entitled to vote thereon. The quorum and voting thresholds at the Special Meeting and the Sponsor Support Agreement may make it more likely that ERES will consummate the Business Combination. In addition, pursuant to the terms of the Sponsor Support Agreement, the Sponsor has agreed to waive its redemption rights with respect to any Founder Shares and any Public Shares held by the Initial Stockholders in connection with the completion of the Business Combination and has agreed not to transfer (i) 15% of the shares of the Post-Combination Company’s common stock received by the Sponsor in connection with the Closing until the date that is 180 days after the Closing and (ii) the remaining 85% of the shares of the Post-Combination Company’s common stock received by the Sponsor in connection with the Closing until the date that is 24 months after the Closing. See the section entitled “Other Agreements—Sponsor Support Agreement.”

Company Support Agreement.

In connection with the execution of the Merger Agreement, ERES, the Companies and the Company Members entered into the Company Support Agreement, a copy of which is attached to this proxy statement as Annex E. The Company Support Agreement provides, among other things, each Company Member agreed to vote, at any meeting of the applicable Company and in any written action by consent of the members of the applicable Company, all of the Abacus and LMA Interests (i) in favor of the transactions and the adoption of the Merger Agreement and (ii) against certain measures and any other action that would reasonably be expected to interfere with the Mergers, subject to the terms and conditions set forth in the Company Support Agreement. Each Company Member also agrees to be bound by certain other covenants and agreements related to the Mergers and be bound by certain transfer restrictions with respect to Abacus and LMA Interests, in each case, on the terms and subject to the conditions set forth in the Company Support Agreement. See the section entitled “Other Agreements—Company Support Agreement.”

Registration Rights Agreement.

The Merger Agreement contemplates that, at the Closing, ERES and the Company Members will enter into an Amended and Restated Registration Rights Agreement, a copy of which is attached to this proxy statement as Annex F (the “Registration Rights Agreement”), pursuant to which ERES will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain shares of ERES Class A Common Stock and other equity securities of ERES that are held by the parties thereto from time to time. See the section entitled “Other Agreements—Registration Rights Agreement.”

Proposed Charter.

Pursuant to the terms of the Merger Agreement, in connection with the consummation of the Business Combination, ERES will amend the Existing Charter to (a) change the number of authorized shares of ERES’s capital stock, par value $0.0001 per share, from 221,000,000 shares, consisting of (i) 200,000,000 shares of the Class A Common Stock and 20,000,000 shares of the Class B Common Stock, and 1,000,000 shares of preferred stock, to 201,000,000 shares, consisting of (i) 200,000,000 shares of common stock and (ii) 1,000,000 shares of preferred stock, (b) eliminate certain provisions in our Existing Charter relating to the Class B Common Stock, the initial business combination and other matters relating to ERES’s status as a blank-check company that will no longer be applicable to us following the Closing, and (c) approve and adopt any other changes contained in the Proposed Charter, a copy of which is attached as Annex B to this proxy statement. In addition, we will amend our Existing Charter to change the name of the corporation to “Abacus Life, Inc.”

For more information, see the section entitled “Proposal Number 2—The Charter Approval Proposal.”

ERES Nasdaq Listing (page 209)

The ERES Class A Common Stock, ERES’s units and public warrants are listed on Nasdaq under the symbols “ERES,” “ERESU” and “ERESW,” respectively. Following the Business Combination, the common stock of the Post-Combination Company (including the Class A Common Stock issuable in the Business Combination) and warrants of the Post-Combination Company will be listed on Nasdaq under the symbols “ABL” and “ABLLW,” respectively. ERES’s units will be delisted and deregistered following the Closing.

Summary Risk Factors

You should consider all the information contained in this proxy statement in deciding how to vote for the Proposals presented in this proxy statement. In this section, “we,” “us,” “our” and “Company” refer to the Companies prior to the Business Combination and to the Post-Combination Company following the Business Combination. In particular, you should consider the risk factors described in the section entitled “Risk Factors” beginning on page . Such risks include, but are not limited to:

Risks relating to the business of the Company, including that:

•

The Company’s valuation of life insurance policies is uncertain as many life insurance policies’ values are tied to their actual maturity date and any erroneous valuations could have a material adverse impact on the Company’s business.

•

The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancy resulting in people living longer in the future, which could result in a lower return on the Company’s life settlement policies.

•

The Company’s policy acquisitions are limited by the market availability of life insurance policies that meet the Company’s eligibility criteria and purchase parameters, and failure to secure a sufficient number of quality life insurance policies could have a material adverse effect on the Company’s business.

•

The Company may experience increased competition from originating life insurance companies, life insurance brokers, and investment funds which could have a material adverse effect on the Company’s business.

•

Historically, there has been a negative public perception of the life settlement industry that could affect the value and/or liquidity of the Company’s investments and the life settlement industry faces political opposition from life insurance companies which could have a material adverse effect on the Company’s business.

•

The Company or third parties the Company relies upon could fail to accurately evaluate, acquire, maintain, track, or collect on life settlement policies, which could have a material adverse impact on the Company’s revenues.

•

There is a risk of fraud in the origination of the original life insurance policy or in subsequent sales of the life insurance policy that could adversely affect the Company’s returns which could have a material adverse impact on the Company’s business.

•

The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business.

•

Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would require further compliance with federal and state securities laws, which could result in significant additional regulatory burdens on the Company and limit the Company’s investments, which could have an adverse impact on the Company’s business and results of operations.

•

The Company faces privacy and cyber security risks related to its maintenance of proprietary information, including information regarding life settlement policies and the related insureds, and any adverse impact related to such risks could have a material adverse impact on the Company’s business.

•

The Company is subject to U.S. privacy laws and regulations. Failure to comply with such obligations could lead to regulatory investigations or actions; litigation; fines and penalties; disruptions of operations; reputational harm; loss of revenue or profits; and other adverse business consequences.

•

The Company’s business may be subject to additional or different government regulation in the future, which could have a material adverse impact on the Company’s business.

•

There is currently no direct legal authority regarding the proper federal tax treatment of life settlements and potential future rulings from the IRS may have significant tax consequences on the Company.

•

There have been lawsuits in various states questioning whether a purchaser of a life insurance policy has the requisite “insurable interest” in the policy which would permit the purchaser to collect the insurance benefits and an adverse finding in any of these lawsuits could have a material adverse effect on the Company’s business.

•

The failure of the Company to accurately and timely track and pay premium payments on the life insurance policies it holds could result in the lapse of such policies which would have a material adverse impact on the Company’s business.

•

The originating life insurance company may increase the cost of insurance premiums, which would adversely affect the Company’s returns.

•

The Company may not be able to liquidate its life insurance policies which could have a material adverse effect on the Company’s business.

•

The Company assumes the credit risk associated with life insurance companies and may not be able to realize the full value of insurance company payouts which could have a material adverse effect on the Company’s profits.

•

The Company’s success is dependent upon the services of its experienced management and talented employees. If the Company is unable to retain management and/or key employees, its ability to compete could be harmed.

•

The Company’s intellectual property rights may not adequately protect the Company’s business.

•

The Company may become subject to intellectual property disputes, which are costly and may subject the Company to significant liability and increased costs of doing business.

•

The ongoing COVID-19 pandemic, along with rising interest rates and inflation, may disrupt the ability of the Company and its providers to originate life settlement policies which could have a material adverse impact on the Company’s financial position.

•

We have identified material weaknesses in our internal control over financial reporting. If our remediation of the material weaknesses are not effective, or if we experience additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately or timely report our financial condition or results of operations.

Risks relating to being a public company, including that:

•

The market price of shares of our common stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

•

We do not intend to pay dividends on our common stock for the foreseeable future.

•

If securities or industry analysts do not publish research or reports about our business or Business Combination or publish negative reports, the market price of our common stock could decline.

•

Our ability to timely raise capital in the future may be limited, or may be unavailable on acceptable terms, if at all. Our failure to raise capital when needed could harm our business, operating results and financial condition. Debt issued to raise additional capital may reduce the value of our common stock.

•

Our issuance of additional shares of common stock or convertible securities could make it difficult for another company to acquire us, may dilute your ownership of us and could adversely affect our stock price.

•

Future sales, or the perception of future sales, of our common stock by us or our existing stockholders in the public market following the closing of the Business Combination could cause the market price for our common stock to decline.

•

We are an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

•

Our management has limited experience in operating a public company.

Risks relating to the Business Combination, including that:

•

ERES stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

•

The market price of shares of the Post-Combination Company’s common stock after the Business Combination may be affected by factors different from those currently affecting the prices of shares of ERES Class A Common Stock.

•

There can be no assurance that the Post-Combination Company’s common stock will be approved for listing on Nasdaq or that the Post-Combination Company will be able to comply with the continued listing standards of Nasdaq.

•

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Merger Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

•

conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our stockholders.

•

Termination of the Merger Agreement could negatively impact ERES.

•

The Companies will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

•

ERES directors and officers may have interests in the Business Combination different from the interests of ERES stockholders.

•

The Sponsor has interests in the Business Combination different from the interests of ERES stockholders.

•

ERES stockholders who redeem their Common Stock and/or previously redeemed their Common Stock in connection with the Extension Amendment or the Second Extension Amendment may continue to hold any ERES public warrants that they own, which will result in additional dilution to non-redeeming ERES stockholders upon exercise of such ERES public warrants or Private Placement Warrants, as applicable.

•

Because the Companies will become a publicly traded company through the Business Combination rather than an underwritten initial public offering, the scope of due diligence conducted may be different from that conducted by an underwriter in an underwritten initial public offering.

•

The Business Combination will result in changes to the board of directors that may affect our strategy.

•

The Merger Agreement contains provisions that limit ERES from seeking an alternative business combination.

•

The unaudited pro forma condensed combined financial information included in this proxy statement is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.

•

ERES and the Companies will incur transaction costs in connection with the Business Combination.

•

ERES’s stockholders will have their rights as stockholders governed by the Post-Combination Company’s organizational documents.

•

The Sponsor has agreed to vote in favor of each of the Proposals presented at the Special Meeting, regardless of how Public Stockholders vote.

•

ERES’s and the Companies’ ability to consummate the Business Combination, and the operations of the Post-Combination Company following the Business Combination, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic.

Risks relating to ownership of our Class A Common Stock following the Business Combination, including that:

•

Subsequent to the consummation of the Business Combination, the Post-Combination Company may be required to take write-downs or write-offs, or the Post-Combination Company may be subject to restructuring, impairment or other charges that could have a significant negative effect on the Post-Combination Company’s financial condition, results of operations and the price of the Post-Combination Company’s securities, which could cause you to lose some or all of your investment.

•

Anti-takeover provisions in our governing documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

•

ERES has identified a material weakness in its internal control over financial reporting as of December 31, 2021. If ERES is unable to develop and maintain an effective system of internal control

over financial reporting, ERES may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in ERES and materially and adversely affect its business and operating results.

Risks relating to redemption, including that:

•

If third parties bring claims against ERES, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $[●] per share.

•

ERES’s independent directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Stockholders.

•

There is no guarantee that a Public Stockholder’s decision whether to redeem their Public Shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

•

If Public Stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their Public Shares for a pro rata portion of the funds held in the Trust Account.

•

If, before distributing the proceeds in the Trust Account to Public Stockholders, ERES files a bankruptcy petition or an involuntary bankruptcy petition is filed against ERES that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of ERES’s stockholders and the per share amount that would otherwise be received by ERES’s stockholders in connection with ERES’s liquidation may be reduced.

•

If, after ERES distributes the proceeds in the Trust Account to Public Stockholders, ERES files a bankruptcy petition or an involuntary bankruptcy petition is filed against ERES that is not dismissed, a bankruptcy court may seek to recover such proceeds, and ERES and the ERES Board may be exposed to claims of punitive damages.

•

If you or a “group” of stockholders of which you are a part are deemed to hold an aggregate of more than 20% of the Public Shares, you (or, if a member of such a group, all of the members of such group in the aggregate) will lose the ability to redeem all such shares in excess of 20% of the Public Shares.

•

ERES may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless, and Private Placement Warrants have different cashless exercise rights than other warrants issued by ERES.

•

There is uncertainty regarding the federal income tax consequences of the redemption to the holders of ERES Class A Common Stock.

•

A new 1% U.S. federal excise tax may be imposed upon us in connection with the redemptions by us of our Class A Common Stock.

•

Unlike some other blank check companies, ERES does not have a specified maximum redemption threshold, except that in no event will ERES redeem the Public Shares in an amount that would cause ERES’s net tangible assets to be less than $5,000,001. The absence of such a redemption threshold will make it easier for ERES to consummate the Business Combination even if a substantial number of ERES stockholders redeem.

Information about ERES (page 106)

ERES is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. The ERES Class A Common Stock, units and public warrants are currently listed on Nasdaq under the symbols

“ERES,” “ERESU” and “ERESW,” respectively. The mailing address of ERES’s principal executive office is 7777 NW Beacon Square Boulevard, Boca Raton, Florida 33487 and the telephone number of ERES’s principal executive office is (561) 826-3620.

INFORMATION ABOUT THE POST-COMBINATION COMPANY FOLLOWING THE BUSINESS COMBINATION (page 133)

Abacus and LMA comprise a leading vertically integrated alternative asset manager specializing in investing in inforce life insurance products throughout the lifecycle of a life insurance policy. As an alternative asset manager, the Companies focus on originating, holding, and servicing life insurance policies. The Companies purchase life insurance policies from consumers seeking liquidity and actively manages those policies over time (via trading, holding, and/or servicing). To date, the Companies have purchased over $2.9 billion in policy value and have helped thousands of clients maximize the value of their life insurance.

The mailing address of each of the Companies’ principal executive office is 2101 Park Center Drive, Suite 170, Orlando, Florida 32835 and the telephone number of each of the Companies’ principal executive office is 800-561-4148.

Summary Historical Financial Data For ERES

The summary historical financial information of ERES for the nine months ended September 30, 2022 and 2021, (unaudited) for the year ended December 31, 2021, and for the period from May 22, 2020 (inception) through December 31, 2020, was derived from the unaudited interim condensed consolidated financial statements and audited consolidated financial statements of ERES included elsewhere in this proxy statement. You should read the following summary financial information in conjunction with the sections titled “Selected Historical Financial Information of ERES” and “ERES Management’s Discussion and Analysis of Financial Condition and Results of Operations” and ERES’s financial statements and related notes appearing elsewhere in this proxy statement.


	For the Nine Months Ended September 30,						For the year ended December 31,			For the Period From May, 2020 (inception) through December 31,
	2022			2021			2021			2020
	(Unaudited)
Statement of Operations Data:
Loss from operations	$	(9,558,846	)	$	(1,015,780	)	$	(1,382,681	)	$	(476,742	)
Other income (expense)	$	11,526,420		$	15,393,167		$	17,222,046		$	(10,318,717	)
Net income (loss)	$	1,902,803		$	14,377,387		$	15,839,365		$	(10,795,459	)
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		28,327,436			34,500,000			34,500,000			23,704,036
Basic and diluted net income (loss) per share, Class A common stock subject to possible redemption	$	0.05		$	0.33		$	0.37		$	(0.35	)
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		8,625,000			8,625,000			8,625,000			6,800,449
Basic and diluted net income (loss) per share, Non-redeemable common stock	$	0.05		$	0.33		$	0.37		$	(0.35	)

Statement of Cash Flows Data:
Net cash used in operating activities	$	(1,976,167	)	$	(895,974	)	$	(1,236,555	)	$	(570,144	)
Net cash used in (provided by) investing activities	$	247,460,801		$	—		$	—		$	(345,000,000	)
Net cash used in (provided by) financing activities	$	(244,662,900	)	$	1,500,000		$	1,500,000		$	346,159,829
Net Change in Cash	$	821,734		$	604,026		$	263,445		$	589,685


	As of September 30, 2022			As of December 31,
	As of September 30, 2022			2021			2020
	(Unaudited)



Balance Sheet Data:
Total Assets	$	100,243,663		$	345,993,643		$	345,850,539
Total Liabilities	$	29,665,527		$	29,231,054		$	44,927,315
Class A common stock subject to possible redemption	$	98,058,974		$	345,000,000		$	345,000,000
Total Stockholders’ Deficit	$	(27,480,838	)	$	(28,237,411	)	$	(44,076,776	)

Summary Historical Financial Data For LMA

The summary historical statements of income data of LMA for the year ended December 31, 2021 and the historical balance sheet data as of December 31, 2021 are derived from LMA’s audited financial statements included elsewhere in this proxy statement. The summary historical statements of income data of LMA for the nine months ended September 30, 2022 and the balance sheet data as of September 30, 2022 are derived from LMA’s unaudited interim condensed financial statements included elsewhere in this proxy statement.

LMA’s historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the section entitled “LMA Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the LMA financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement.


	As of and for the nine months ended September 30, 2022 (unaudited)			As of and for the year-ended December 31, 2021



Statement of Income Data:
Total revenue	$	29,784,048		$	1,199,986
Total cost of revenue		3,840,969			735,893

Gross profit		25,943,079			464,093
Sales, general, administrative, and depreciation		2,374,137			597,702
(Gain) on change in fair value of debt		(859,519	)		—
Unrealized loss on investments		1,301,821			—

Income (loss) from operations		23,126,640			(133,609	)
Other (expense) income
Other (expense)		(199,959	)		—

Total other (expense)		(199,959	)		—

Income (loss) before income taxes		22,926,682			(133,609	)
Provision for Income taxes		648,887			—

Net Income (Loss)		22,277,795			(133,609	)
Gain on risk-adjusted debt valuation		1,494,476			—

Net and Comprehensive Income (loss)	$	23,772,271		$	(133,609	)

Balance Sheet Data:
Total assets	$	81,400,312		$	1,840,218
Total liabilities		59,261,148			1,073,325
Total members’ equity		22,139,164			766,893

Summary Historical Financial Data For Abacus

The summary historical statements of income data of Abacus for the year ended December 31, 2021 and the historical balance sheet data as of December 31, 2021 are derived from Abacus’ audited financial statements included elsewhere in this proxy statement. The summary historical statements of income data of Abacus for the nine months ended September 30, 2022 and the balance sheet data as of September 30, 2022 are derived from Abacus’ unaudited interim condensed financial statements included elsewhere in this proxy statement.

Abacus’ historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the section entitled “Abacus Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Abacus financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement.


	As of and for the nine months ended September 30, 2022			As of and for the year-ended December 31, 2021



Statement of Income Data:
Total revenue	$	19,046,144		$	22,592,144
Total cost of revenue		12,651,704			14,205,341

Gross profit		6,394,440			8,386,803
Operating expenses		6,241,568			7,449,688

Income from operations		152,872			937,115
Other (expense) income
Interest income		1,505			10,870
Interest (expense)		(2,954	)		—
Consulting income		—			50,000
Other income		273			630

Total other (expense) income		(1,176	)		61,500

Income before income taxes		151,696			998,615
Provision for income taxes		1,907			1,200

Net Income	$	149,789		$	997,415

Balance Sheet Data:
Total assets	$	3,704,464		$	5,291,997
Total liabilities		1,492,988			2,569,002
Total members’ equity		2,211,476			2,722,995

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The LMA Merger is expected to be accounted for using the reverse recapitalization method of accounting, with no goodwill or other intangible assets recorded in accordance with GAAP. Accordingly, for accounting purposes, the financial statements of the Post-Combination Company will represent a continuation of the financial statements of LMA with the acquisition being treated as the equivalent of LMA issuing stock for the net assets of ERES, accompanied by a recapitalization. The net assets of ERES will be stated at historical cost, with no goodwill or other intangible assets recorded.

The Abacus Merger is expected to be accounted for using the acquisition method of accounting in accordance with GAAP. Accordingly, for accounting purposes, the identified assets and liabilities of Abacus will be recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired, if applicable, will be recognized as goodwill.

The summary unaudited pro forma condensed combined balance sheet data as September 30, 2022 gives pro forma effect to the Business Combination and related transactions as if they had occurred on September 30, 2022. The summary unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2022 and the twelve months ended December 31, 2021 gives pro forma effect to the Business Combination and related transactions as if they had been consummated on January 1, 2021.

The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the Post-Combination Company appearing elsewhere in this proxy statement and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of ERES and related notes, the historical financial statements of LMA and related notes, and the historical financial statements of Abacus and related notes included in this proxy statement. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the Post-Combination Company’s financial position or results of operations actually would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the Post-Combination Company.

The summary unaudited pro forma condensed combined financial information has been prepared assuming two redemption scenarios after giving effect to the Business Combination, as follows:

•

Assuming No Redemption—No holders of Class A Common Stock exercise their redemption rights with respect to their redeemable Class A Common Stock upon the Closing. In this scenario, ERES stockholders comprise 2.9 million shares of Class A Common Stock and contribute $28.6 million to the Post-Combination Company, assuming that the redemption price is $10.00 per share.

•

Assuming Maximum Redemption—Stockholders representing 2.9 million shares of Class A Common Stock exercise their redemption rights with respect to their redeemable Class A Common Stock upon the Closing, which represents 100% redemptions, for a total redemption price of $28.6 million, with the number of redemptions being determined by assuming that the redemption price is $10.00 per share.

If the actual facts are different than these assumptions, including as to the amount of ERES’s cash and net debt, then the maximum number of redemptions and the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different.


	Nine Months Ended September 30, 2022						Year Ended December 31, 2021
Pro Forma Condensed Combined Statement of Operations Data	Assuming No Redemptions			Assuming Maximum Redemptions			Assuming No Redemptions			Assuming Maximum Redemptions
Revenue	$	48,395		$	48,395		$	23,792		$	23,792
Net income	$	(4,173	)	$	(5,382	)	$	(27,759	)	$	(29,406	)
Net income per share—basic and diluted	$	(0.07	)	$	(0.09	)	$	(0.46	)	$	(0.51	)
Weighted average common shares outstanding—basic and diluted⁽¹⁾		61,000,109			58,144,062			61,000,019			58,144,062

(1)	Excludes shares subject to forfeiture, which are not considered to be outstanding for accounting purposes as of Closing.

UNAUDITED HISTORICAL COMPARATIVE AND PRO FORMA COMBINED PER SHARE DATA OF ERES AND THE COMPANIES

The following table sets forth selected historical comparative share information for ERES and the Companies, and unaudited pro forma condensed combined per share information of the Post-Combination Company after giving effect to the Business Combination and related transactions, assuming two redemption scenarios as follows:

•

Assuming No Redemption—No holders of ERES Class A Common Stock exercise their redemption rights with respect to their redeemable ERES Class A Common Stock upon the Closing. In this scenario, ERES stockholders comprise 2.9 million shares of Class A Common Stock and contribute $28.6 million to the Post-Combination Company, assuming that the redemption price is $10.00 per share.

•

The pro forma stockholders’ equity information reflects the Business Combination and related transactions as if they had occurred on September 30, 2022. The weighted average shares outstanding and net income per share information for the nine months ended September 30, 2022 and for the year ended December 31, 2021 gives pro forma effect to the Business Combination and related transactions as if they had occurred on January 1, 2021, the beginning of the earlier period presented.

This information is only a summary and should be read together with the historical financial information included elsewhere in this proxy statement, and the historical financial statements of ERES and related notes, historical financial statements of LMA and related notes, and historical financial statements of Abacus and related notes that are included elsewhere in this proxy statement. The unaudited pro forma combined per share information of ERES and the Companies are derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had ERES and the Companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of ERES, LMA and Abacus would have been had ERES and the Companies been combined during the periods presented.


								Combined Pro Forma
	LMA (Historical)		Abacus (Historical)		ERES (Historical)			No Redemptions			Maximum Redemptions
As of and for the Nine Months Ended September 30, 2022
Stockholders’ equity (deficit)	$	21,151	$	2,211	$	(27,481	)	$	200,554		$	172,358
Net income (loss)	$	22,278	$	150	$	1,903		$	(4,173	)	$	(5,382	)
Common shares outstanding as of September 30, 2022—basic and diluted⁽¹⁾⁽²⁾		5,000		400		9,718,972			61,100,109			58,144,062
Weighted average common shares outstanding—basic and diluted⁽¹⁾⁽²⁾		5,000		400		28,327,436			61,100,109			58,144,062
Stockholders’ equity (deficit) per share—basic and diluted⁽¹⁾⁽²⁾	$	4,230.20	$	5,527.50	$	(2.83	)	$	3.29		$	2.96
Net income (loss) per share attributable to common stockholders—basic and diluted⁽¹⁾⁽²⁾	$	4,455.56	$	347.47	$	0.05		$	(0.07	)	$	(0.09	)

As of and for the Year Ended December 31, 2021
Net income (loss)	$	15	$	997	$	15,839		$	(27,759	)	$	(29,406	)
Weighted average common shares outstanding—basic and diluted⁽¹⁾⁽²⁾		5,000		400		34,500,000			61,100,109			58,144,062
Net income (loss) per share attributable to common stockholders—basic and diluted⁽¹⁾⁽²⁾	$	2.91	$	2,493.54	$	0.37		$	(0.46	)	$	(0.51	)

(1)	ERES shares and per share information are inclusive of common shares subject to possible redemption.

MARKET PRICE AND DIVIDEND INFORMATION

ERES

The ERES Class A Common Stock, units and public warrants are listed on the Nasdaq under the symbols ERES, ERESU and ERESW, respectively.

The closing price of the ERES Class A Common Stock, units and public warrants on August 29, 2022, the last trading day before announcement of the execution of the Merger Agreement, was $10.04, $10.07 and $0.17, respectively. As of [●], 2023, the ERES Record Date, the most recent closing price for each of the ERES Class A Common Stock, units and public warrants was $[●], $[●] and $[●], respectively.

Holders of the ERES Class A Common Stock, units and public warrants should obtain current market quotations for their securities. The market price of ERES’s securities could vary at any time before the Business Combination.

Holders

As of February 2, 2023, there was one holder of record of ERES’s units, one holder of record of ERES Class A Common Stock, two holders of record of ERES Class B Common Stock and two holders of record of public warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Public Shares and public warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

ERES has not paid any cash dividends on ERES Common Stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon the Post-Combination Company’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination, as well as the applicable provisions of the Proposed Charter and the Amended and Restated Bylaws and applicable law. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Company’s board of directors at such time. The Post-Combination Company’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements. In addition, the Post-Combination Company’s board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future.

The Companies

Historical market price information regarding the Companies is not provided because there is no public market for the Companies’ securities. See the sections entitled “Abacus Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “LMA Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement includes forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial, of ERES and the Companies. These statements are based on the beliefs and assumptions of the management of ERES and the Companies. Although ERES and the Companies believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither ERES and the Companies can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or similar expressions; provided that the absence of these does not means that a statement is not forward-looking. Forward-looking statements contained in this proxy statement include, but are not limited to, statements about the ability of ERES and the Companies prior to the consummation of the Business Combination, and of the Post-Combination Company following the Business Combination, to:

•

meet the closing conditions to the Business Combination, including approval by stockholders of ERES and the Company Members on the expected terms and schedule;

•

realize the benefits expected from the proposed Business Combination and the transactions contemplated thereby;

•

anticipate any event, change or other circumstances that could give rise to the termination of the Merger Agreement or any other agreement described in this proxy statement;

•

obtain and/or maintain the listing of Post-Combination Company common stock on a securities exchange following the Business Combination;

•

achieve projections and anticipate uncertainties relating to the business, operations and financial performance of ERES and the Companies prior to the Business Combination, and of the Post-Combination Company after the Business Combination, including:

•

expectations with respect to financial and business performance, including financial projections and business metrics and any underlying assumptions thereunder;

•

expectations regarding product development and pipeline;

•

expectations regarding market size;

•

expectations regarding the competitive landscape;

•

expectations regarding future acquisitions, partnerships or other relationships with third parties;

•

future capital requirements and sources and uses of cash, including the ability to obtain additional capital in the future; and

•

develop, design, and sell services that are differentiated from those of competitors;

•

retain and hire necessary employees;

•

attract, train and retain effective officers, key employees or directors;

•

enhance future operating and financial results;

•

comply with laws and regulations applicable to its business;

•

stay abreast of modified or new laws and regulations applying to its business, including privacy regulation;

•

anticipate the impact of, and response to, new accounting standards;

•

anticipate the significance and timing of contractual obligations;

•

maintain key strategic relationships with partners and customers;

•

respond to uncertainties associated with product and service development and market acceptance;

•

successfully defend litigation;

•

upgrade, maintain and secure information technology systems;

•

access, collect and use personal data about consumers;

•

acquire, maintain and protect intellectual property;

•

anticipate rapid technological changes;

•

meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

•

maintain the listing on, or the delisting of ERES’s or the Post-Combination Company’s securities from, Nasdaq or an inability to have our securities listed on the Nasdaq or another national securities exchange following the Business Combination;

•

effectively respond to general economic and business conditions;

•

obtain additional capital, including use of the debt market;

•

successfully deploy the proceeds from the Business Combination; and

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements which speak only as of the date hereof. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” and elsewhere in this proxy statement, could affect the future results of ERES and the Companies prior to the consummation of the Business Combination, and of the Post-Combination Company following the Business Combination, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this proxy statement:

•

the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of ERES’s securities;

•

the transaction may not be completed by ERES’s business combination deadline;

•

occurrence of an event, change or other circumstances that could give rise to the termination of the Merger Agreement;

•

inability to complete the business combination due to the failure to obtain approval of ERES’s stockholders or the Company Members, or to satisfy other closing conditions of the Business Combination;

•

changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

•

ability to meet the Nasdaq’s listing standards following the consummation of the Business Combination;

•

inability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the Post-Combination Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees;

•

risks related to disruption of management’s time from ongoing business operations due to the proposed transactions;

•

litigation, complaints and/or adverse publicity;

•

changes in applicable laws or regulations;

•

possibility that ERES or the Post-Combination Company may be adversely affected by other economic, business or competitive factors;

•

volatility in the markets caused by geopolitical and economic factors;

•

privacy and data protection laws, privacy or data breaches, or the loss of data;

•

the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

•

the impact of the COVID-19 pandemic on the financial condition and results of operations of ERES and the Companies;

•

any defects in new products or enhancements to existing products; and

•

other risks and uncertainties detailed under the section entitled “Risk Factors.”

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this proxy statement are more fully described under the heading “Risk Factors” and elsewhere in this proxy statement. The risks described under the heading “Risk Factors” are not exhaustive. Other sections of this proxy statement describe additional factors that could adversely affect the business, financial condition or results of operations of ERES and the Companies prior to the Business Combination, and of the Post-Combination Company following the Business Combination. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can ERES and the Companies assess the impact of all such risk factors on the business of ERES and the Companies prior to the Business Combination, and on the Post-Combination Company following the Business Combination, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to ERES and the Companies or persons acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements. ERES and the Companies prior to the Business Combination, and the Post-Combination Company following the Business Combination, undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition, statements of belief and similar statements reflect the beliefs and opinions of ERES and the Companies, as applicable, on the relevant subject. These statements are based upon information available to ERES and the Companies, as applicable, as of the date of this proxy statement, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that ERES and the Companies, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

RISK FACTORS

In addition to the other information contained in this proxy statement, including the matters addressed under the heading “Forward-Looking Statements,” you should carefully consider the following risk factors in deciding how to vote on the Proposals presented in this proxy statement. In this section “we,” “us,” “our” and “Company” refer to the Companies prior to the Business Combination and to the Post-Combination Company following the Business Combination.

Risks Related to the Business of the Companies

The valuation of life insurance policies involves inherent uncertainty (including, without limitation, the life expectancies of insureds and future increases in premium costs to keep the policies in force). There is no guarantee that the value determined with respect to a particular life settlement policy by the Company will represent the value that will be realized by the Company on the eventual disposition of the related investment or that would, in fact, be realized upon an immediate disposition of the investment. In addition, there can be no guarantee that such valuation accurately reflects the current present value of such life insurance policy at its actual maturity. Uncertainties as to the valuation of life insurance policies held by the Company could require adjustments to reported net asset values and could have a material adverse impact on the Company’s business. Uncertainties as to the valuation may also result in the Company being less competitive in the market for originating new life settlement policies and could adversely affect the profits the Company realizes on life settlements purchased and sold.

The Company could fail to accurately forecast life expectancies. There may also be changes to life expectancies generally, resulting in people living longer in the future, which could result in a lower return on the Company’s life settlement policies.

Prices for life insurance policies and annuities that may be obtained by the Company depend, in large measure, upon the life expectancy of the underlying insureds. The returns of the Company’s hold portfolio is almost entirely dependent upon how accurate the actual longevity of an insured is as compared to the Company’s expectation for that insured. Life expectancies are estimates of the expected longevity or mortality of an insured. In determining the life expectancy of an insured, the Company relies on medical underwriting conducted by various medical underwriting firms. The medical underwriting process underlying life expectancy estimates is highly subjective and mortality and longevity estimates are inherently uncertain. In addition, there can be no assurance that the applicable medical underwriting firm received accurate or complete information regarding the health of an insured under a life insurance policy, or that such insured’s health has not changed since the information was received. Different medical underwriting firms use different methods and may arrive at materially different mortality estimates for the same individual based on the same information, thus causing a life insurance policy’s value to vary. Moreover, as methods of calculating mortality estimates change over time, a mortality estimate prepared by any medical underwriting firm in connection with the acquisition of a life insurance policy may be different from a mortality estimate prepared by the same person at a later time. The valuation of the life insurance policies will vary depending on the dates of the related mortality estimates and the medical underwriting firms that provide the supporting information.

Other factors, including, but not limited to, better access to health care, better adherence to treatment plans, improved nutritional habits, improved lifestyle, an improved economic environment and a higher standard of living could also lead to increases in the longevity of the insureds under the life insurance policies. In addition to other factors affecting the accuracy of life expectancy estimates, improvements in medicine, disease treatment, pharmaceuticals, and other medical and health services may enable insureds to live longer.

The actual longevity of an insured may be materially different than the predicted mortality estimate. If the actual maturity date of life insurance policies are longer than projected, it would delay when the Company could expect to receive a return on its investment and the Company may be unable to meet its investment objectives and goals. For example, a term life insurance policy in which the Company may invest have a stated expiration date on the date at which the underlying insured reaches a certain attained age and, beyond such date, the issuing insurance company may not be obligated to pay the face value, but rather only the cash surrender value which is usually maintained at a low value by investors, if any, in accordance with the terms of such life insurance policy. Therefore, if the underlying insured survives to the stated maturity date set forth in the terms of the life insurance policy, the issuing insurance company may only be obligated to pay an amount substantially less than the deface value, which could have an adverse effect on the performance of the Company.

The medical underwriting and other firms that provide information for the Company’s forecasts of life expectancies are generally not regulated by the U.S. federal or state governments, with the exception of the states of Florida and Texas, which require life expectancy providers to register with their respective offices of insurance regulation. There can be no assurance that this business will not become more broadly regulated and, if so, that any such regulation would not have a material adverse effect on the ability of the Company to establish appropriate life expectancies in connection with the purchase or sale of policies.

The life insurance policy secondary market has grown substantially in the past several years, however, as to whether and how it will continue to develop is uncertain. There are only a limited number of life insurance policies available in the market from time to time. There can be no assurance that the Company will be able to source life insurance policies on terms acceptable to the Company. As more investment funds flow into the market for life insurance policies, margins may be squeezed and the value of the collateral may become comparatively more expensive to purchase or subject to greater competition on the purchase side. There can be no assurance that secondary market life insurance policies will be available to the Company on satisfactory or competitive terms.

The supply of life insurance policies available in the market may be reduced by, among other things: (i) improvement in the economy, resulting in higher investment returns to insureds and other owners of life insurance policies from their investment portfolios; (ii) improvements in health insurance coverage, limiting the need of insureds to obtain funds to pay the cost of their medical treatment by selling their life insurance policies; (iii) the entry into the market of less reputable third-party brokers who submit inaccurate or false life insurance policy information to the Company; (iv) the establishment of new licensing requirements for market participants and a delay in complying or an inability to comply with such new requirements; or (v) refusal of the carrier that issued a life insurance policy to consent to its transfer. A change in the availability of life insurance policies could adversely affect the Company’s ability to execute its strategy and meet its objectives.

Life insurance companies have begun offering to repurchase their own in-force life insurance policies from their current policyholders by offering “enhanced cash surrender value payments” above the amount of the net cash surrender value provided under the life insurance contracts’ terms and thus compete directly with the Company and other life settlement providers. The life settlements industry has attacked the legal validity of the life insurance companies’ actions, and some state insurance regulators have declared that these repurchase offers are unlawful while other state insurance regulators have approved them. To the extent that life insurance companies can seek to repurchase their own in-force life insurance policies, they present competition to the Company in acquiring policies.

In addition, the Company is subject to significant competition from other life settlement brokers and investment funds for the purchase of life settlement policies. Increased competition for life settlement policies may result in the Company being unable to access the number of life settlement policies that it desires for its business at prices that it deems acceptable.

Many regulators, lawmakers and other governmental authorities, as well as many insurance companies and insurance industry organizations, are hostile to or otherwise concerned about certain aspects of the longevity-contingent asset markets. The life settlement industry and some of its participants have also been, and may continue to be, portrayed negatively in a number of widely read publications and other forms of media. These opponents regularly contend that life settlement transactions are contrary to public policy by promoting financial speculation on human life and often involve elements of fraud and other wrongdoing. Continued public opposition to the life settlement industry, as well as actual or alleged wrongdoing by participants in the industry, could have a material adverse effect on the Company and its investors, including on the value and/or liquidity of the Company’s investments.

In March 2010, the American Council of Life Insurers, an insurance carrier trade association, issued a press release calling for a complete ban on life settlement securitization. While that effort was not successful, any such federal or state legislation, if passed, could have the effect of severely limiting or potentially prohibiting the continued operation of the Company’s life settlement purchasing operations. All of the foregoing could adversely affect the Company’s ability to execute its investment strategy and meet its investment objective.

The Company relies on third party data for tracking and servicing its life settlement policies. This includes the origination and servicing of life settlement policies by the servicing and tracking agent, market counterparties and other service providers, and the Company may not be in a position to verify the risks or reliability of such third-party data and systems. Failures in the systems employed by the Company and other service providers, counterparties, and other parties could result in mistakes made in the evaluation, acquisition, maintenance, tracking and collection of life settlement policies and other longevity-linked investments. This could result in the Company overpaying for life settlement policies it acquires or underpricing life settlement policies it sells. In addition, disruptions in the Company’s operations as a result of a failure in a third party system may cause the Company to suffer, among other things, financial loss, the disruption of its business, liability to third-parties, regulatory intervention or reputational damage. Any of the foregoing failures or disruptions could have a material adverse effect on the Company.

The Company faces the risk that an original owner of a life insurance policy, the related insured, the insurance agent involved in the issuance of such life insurance policy, or other party may have committed fraud, or misstated or failed to provide material information in connection with the origination or subsequent sale of that life insurance policy. While most life insurance policies may not be challenged for fraud after the end of the two-year contestability period, there may be situations where such fraud in connection with the issuance of a life insurance policy may survive the contestability period. If an issuing insurance company successfully challenges a life insurance policy acquired by the Company on the grounds of fraud, the Company may lose its entire

investment in that life insurance policy. Furthermore, if the age of an insured was misstated, the Company may receive lower death benefits than expected. In addition, there may be information directly relevant to the value of a life insurance policy, including, but not limited to, information relating to the insured’s medical or financial condition, to which the Company will not have access. It is not possible to verify the accuracy or completeness of each piece of information or the completeness of the overall information supplied by such parties. Any such misstatement or omission could cause the Company to rely on assumptions which turn out to be inaccurate. Additionally, there can be no assurance that the seller of a life insurance policy in the tertiary market properly acquired that policy from the former owner, or that a former beneficiary or other interested party will not attempt to challenge the validity of the transfer. The occurrence of any one or more of these factors could adversely affect the Company’s performance and returns.

The Company may become subject to claims by life insurance companies, individuals and their families, or regulatory authorities which could have a material adverse impact on the Company’s business.

The secondary market for life insurance policies has been subjected to allegations of fraud and misconduct as reflected in certain litigated cases. Some of these cases, some of which have been brought by regulatory authorities, involve allegations of fraud, breaches of fiduciary duty, bid rigging, non-disclosure of material facts and associated misconduct in life settlement transactions. Cases have also been brought by the life insurance companies that challenge the legality of the original issuance of the life insurance policies based on lack of insurable interest, fraud and misrepresentation grounds.

Further, both federal and U.S. state statutes safeguard an insured’s private health information. In addition, insureds frequently have an expectation of confidentiality even if they are not legally entitled to it. Even if the Company properly obtains and uses otherwise private health information, but fails to maintain the confidentiality of such information, the Company may be the subject of complaints from the affected individuals, their families and relatives and, potentially, interested regulatory authorities. Because of the uncertainty of applicable laws, it is not possible to predict the outcome of those disputes. It is also possible that, due to a misunderstanding regarding the scope of consents that a transaction party possesses, the Company may request and receive from health care providers information that it in fact did not have a right to request or receive. If the Company finds itself to be the recipient of complaints for these acts, it is not possible to predict what the results will be. This uncertainty also increases the likelihood that a transaction party may sell, or cause to be sold, life insurance policies in violation of applicable law, which could potentially result in additional costs related to defending claims or enduring regulatory inquiries, rescinding such transactions, possible legal damages and penalties and probable reduced market value of the affected life insurance policies. Each of the foregoing factors may delay or reduce the return on the policies and adversely affect the Company’s business and results of operations.

Life settlements in which we invest are not currently regulated under the federal securities laws, but if deemed to be securities would require further compliance with federal and state securities laws, which could result in significant additional regulatory burdens on the Company, and limit the Company’s investments, which could have an adverse impact on the Company’s business and results of operations.

The origination and trading in whole, non-variable life insurance policies has traditionally been understood to not involve transactions in securities. However, on February 22, 2019, the United States Court of Appeals for the Fifth Circuit in a case captioned In the Matter of Living Benefits Asset Management, LLC, vs. Kestrel Aircraft Company, Incorporated, case No. 18-10510, concluded that whole, non-variable life insurance policies, when offered for sale to an investor, were securities for purposes of the Securities Act. If this same conclusion were to be reached in other circuits or at the Supreme Court, there would be significant changes to our industry and it would materially impact the Company’s ability to conduct its business.

The Eleventh Circuit Court of Appeals reached a similar conclusion with respect to fractionalized death benefits payable under non-variable policies, but, the District of Columbia Circuit Court of Appeals reached a contrary result with respect to fractionalized death benefits.

It is possible that sales of life insurance policies, depending on the facts and circumstances attending the particular transaction, or an investment or financing program of which the purchase or sale of a life insurance policy is a part, could implicate U.S. state and federal securities laws, including the Investment Company Act.

On July 22, 2010, the SEC released a staff report that recommended that Congress clearly define life settlements to be securities, so that the investors in life settlements transactions would be protected under the U.S. federal securities laws. Since that time, there have been a number of changes to the life settlements industry and, to date, the SEC has not made another such recommendation to Congress. If the statutory definitions of “security” were to be amended to encompass life settlements involving non-variable life insurance policies, or if the Supreme Court or other Circuit Courts were to conclude that non-variable life insurance policies are securities for purposes of the Securities Act, the Company could become subject to additional extensive regulatory requirements under the federal securities laws. Those regulatory requirements would include the obligation to register sales and offerings of life settlements with the SEC as public offerings under the Securities Act. Also, if non-variable life insurance policies were to be considered securities, the Company’s ownership of those policies as a percentage of its assets or source of income could be limited as it would manage its business to avoid being required to register as an “investment company” pursuant to the Investment Company Act. Those limitations could have an adverse effect on the Company’s business and results of operations. Any legislation or court interpretations leading to that regulatory change or a change in the transactions that are characterized as life settlement transactions could lead to significantly increased compliance costs and increased liability risk, and could adversely affect the Company’s ability to acquire or sell life insurance policies in the future. This could materially and adversely affect the Company’s business, financial condition and results of operations, which in turn could materially and adversely affect the performance of the Company.

The Company cannot assure you as to the ultimate content, timing, or effect of changes, nor is it possible at this time to estimate the impact of any such potential change in administration or new legislation on the Company’s business, financial condition, or results of operations and consequently, any potential material and adverse effect on the performance of the Company.

Certain U.S. state laws specifically characterize life settlements as securities transactions. Thus, in some U.S. states, purchases and sales of life insurance policies by the Company may be subject to applicable U.S. state blue sky laws or other U.S. state securities laws. The Company intends to comply with all applicable federal and state securities laws. However, this will not necessarily exempt the Company from compliance with U.S. federal or state broker-dealer laws. The failure to comply with applicable securities laws in connection with the purchase or sale of life settlement policies could result in the Company being subject to fines, administrative and civil sanctions and rescission of life settlement policy purchase or sales transactions. Each of the foregoing factors could materially and adversely affect the performance of the Company.

The Company relies on data processing systems to price and close transactions, to evaluate investments, to monitor its portfolio and capital, and to generate risk management and other reports that are critical to oversight of the Company’s activities. Further, the Company relies on information systems to store sensitive information about the Company, its affiliates, and its investments, including life settlement policies and information about the related insured individuals and others. While the Company is not aware of security breaches or proceedings related to the processing of information, the loss or improper access, use or disclosure of the Company’s proprietary information can adversely impact the Company. For example, the Company could suffer, among other things, financial loss, the disruption of its business, liability to third parties, regulatory intervention or reputational damage. Any of the foregoing events could have a material adverse effect on the Company.

Additionally, the Company collects information related to life insurance, including nonpublic personal information (“NPI”) and protected health information (“PHI”), and information from its website, such as contact

information and high-level policy information. The Company also collects information from its employees, such as standard HR information, and business contact information from third party employees. The Company shares information with its service providers, and has entered into non-disclosure and business association agreements, where appropriate. Although the Company has, and believes that each service provider has, procedures and systems in place that it believes are reasonably designed to protect such information and prevent data loss and security breaches, such measures cannot guarantee absolute security.

Furthermore, the techniques used to obtain unauthorized access to data, disable or degrade service, or sabotage systems change frequently with increasing sophistication and may be difficult to detect for long periods of time. For example, hardware or software acquired from third parties may contain defects in design or other problems that could unexpectedly compromise information security. Network connected services provided by third parties to the Company may be susceptible to compromise, leading to a breach of the Company’s network and/or business interruptions. The Company’s systems or facilities may be susceptible to employee error or malfeasance, government surveillance, or other security threats.

Due to the type of information the Company collects, including personal, medical, and financial information on the underlying insureds, and the nature of its services, the Company is subject to privacy laws. In the United States, federal, state, and local governments have enacted numerous data privacy and security laws to address privacy, data protection and collection, and the processing and disclosure of certain types of information. Obligations related to these laws are quickly changing, becoming increasingly stringent, and creating regulatory uncertainty. In addition, these obligations may be subject to differing applications and interpretations, which can result in inconsistency or conflict among jurisdictions. Among these laws, the Company is likely subject to the Telephone Consumer Protection Act ( “TCPA”), Controlling Assault of Non-Solicited Pornography and Marketing Act of 2003, the Gramm-Leach Bliley Act (“GLBA”), and the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”).

The Company may be considered a financial institution under the GLBA, and is subject to the GLBA through the NPI it collects. The GLBA regulates, among other things, the use of certain information about individuals (NPI) in the context of the provision of financial services. The GLBA includes both a “Privacy Rule,” which imposes obligations on financial institutions relating to the use or disclosure of NPI, and a “Safeguards Rule,” which imposes obligations on financial institutions, and indirectly, their service providers, to implement and maintain physical, administrative and technological measures to protect the security of NPI.

The Company has certain business components that are subject to HIPAA. HIPAA imposes privacy, security, and breach notification obligations on “covered entities” and “business associates.” Furthermore, HIPAA requires “covered entities” and “business associates” to develop and maintain policies with respect to the protection of PHI. If in violation of HIPAA, the Company may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations. HIPAA also authorizes state Attorneys Generals to file suit on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue the Company in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

Because of the complexity of the various data privacy laws the Company may be subject to, compliance can be costly. The Company has taken general steps to comply with data privacy and security laws. For example, the Company has implemented a number of policies, including policies regarding access controls, customer data privacy, secure data disposal, and incident response and risk assessments. Despite these efforts, the Company may at times fail in its efforts due to the complexity and evolving nature of these laws. Failure to comply with

relevant data privacy laws could negatively impact the Company’s operations, including subject the Company to possible government enforcement actions which could result in investigations, fines, penalties, audits, inspection, litigation, additional reporting requirements and/or oversight.

The Company’s business may be subject to additional or different government regulation in the future, which could have a material adverse impact on the Company’s business.

The Company is currently licensed and operating in 49 states. Increased regulation (whether promulgated under insurance laws or any other applicable law) and regulatory oversight of and changes in law applicable to life settlements may restrict the ability of the Company to carry on its business as currently conducted. This could also impose additional administrative burdens on the Company, including responding to examinations and other regulatory inquiries and implementing policies and procedures. Regulatory inquiries often are confidential in nature, may involve a review of an individual’s or a firm’s activities or may involve studies of the industry or industry practices, as well as the practices of a particular institution.

There is no direct legal authority regarding the proper U.S. federal income tax treatment of life settlements, and the Company does not plan to request a ruling from the IRS. Consequently, significant aspects of the tax treatment of the Company’s assets are uncertain, and the IRS or a court might not agree with the Company’s treatment of life settlements as prepaid financial contracts that are not debt. If the IRS were successful in asserting an alternative treatment, the tax consequences of ownership and disposition of life settlements could be materially and adversely affected. In addition, in 2007 the U.S. Treasury Department and the IRS released a notice requesting public comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in life settlements, possibly with retroactive effect.

All states require that the initial purchaser of a new life insurance policy insuring the life of another individual have an insurable interest in that individual’s life at the time of the original issuance of the policy. An “insurable interest” is an economic stake in an event for which a person or entity purchases an insurance policy. An insurance policy may only be initially purchased by a person or entity who has an insurable interest in the insured. For example, if a spouse purchases an insurance policy on his or her spouse or a company purchases an insurance policy on an employee. In addition, some states may require that Company have an insurable interest in the insured. Whether an insurable interest exists in the context of the purchase of a life insurance policy is critical because in the absence of a valid insurable interest, life insurance policies are unenforceable under the laws of most states. Where a life insurance policy has been issued to a policy holder without an insurable interest in the life of the insured, the life insurance company may not be required to pay the face value under the policy and may also be entitled to retain the premiums paid. Generally, there are two forms of insurable interest in the life of an individual, familial and financial. Additionally, an individual is deemed to have an insurable interest in his or her own life. Insurable interest is determined at the inception of the policy. The definition of exactly what constitutes “insurable interest” tends to vary by state. Some cases have also been initiated by life insurance companies, challenging the legality of the original issuance of policies on insurable interest grounds and asserting that such policies constitute “Stranger-Originated Life Insurance” or “STOLI,” which is defined as a practice or plan to initiate a life insurance policy for a third-party investor who, at the time of policy origination, has no insurable interest in the insured. Some states (such as Utah and New York) permit the heirs and beneficiaries of

an insured to recover the face value under such STOLI policies rather than the policy owner which lacked insurable interest.

While the Company does not believe it has invested in any STOLI polices, and has policies and procedures in place to identify potential STOLI policies, there can be no guarantee that the Company will identify all STOLI policies. As such, the Company may acquire certain life insurance policies that may be deemed by an issuing insurance company to be STOLI policies, whether purposefully, if the Company deems such life insurance policy to be an attractive investment even after taking into account the insurable interest risk, or inadvertently, where the true nature of such life insurance policy is not discovered prior to its acquisition by the Company. Should an issuing insurance company successfully challenge the validity of a life insurance policy acquired by the Company, the Company will lose its investment in such life insurance policy. Furthermore, the Company will also suffer losses if a family member of an insured is successful in asserting a claim that he or she, and not the Company, is entitled to the face value payable under a life insurance policy.

In order to realize on its investment in life insurance policies, the Company must ensure that the life insurance policies remain in force until they mature or are sold by the Company. Failure by the Company to pay premiums on the life insurance policies when due will result in termination or “lapse” of the life insurance policies and will result in the loss of the Company’s investment in such life insurance policies.

The originating life insurance company may increase the cost of insurance premiums, which would adversely affect the Company’s returns.

For any life insurance policies that may be obtained by the Company, the Company will be responsible for maintaining the policies, including paying insurance premiums. If a life insurance company increases the cost of insurance charged for any of the life insurance policies held by the Company, the amounts required to be paid for insurance premiums due for these life insurance policies may increase, requiring the Company to incur additional costs for the life insurance policies which may reduce the value of such life insurance policies and consequently affect the returns available on such policies.

Life insurance companies have in the past materially increased the cost of insurance charges. There can be no assurance that life insurance policies acquired by the Company will not be subject to cost of insurance increases. If any such life insurance policies are affected by a cost of insurance increase, the value of such life insurance policy may be materially reduced and the Company may decide or may be forced to allow such life insurance policy to lapse, resulting in a loss to the Company.

In the event an insurance company experiences significantly higher than anticipated expenses associated with operation and/or policy administration, or, in some instances, lower investment returns, the insurance company may have the right to increase the charges to each of its policy owners, but not beyond guaranteed maximums. While the insurance companies did not specify the reason for the increases, it is generally believed that the low interest rate environment was a significant contributing factor in the decision to raise the cost of insurance.

The Company may not be able to liquidate its life insurance policies which could have a material adverse effect on the Company’s business.

In the ordinary course of its business, the Company engages in the purchase and sale of life insurance policies. The liquidation value of these life insurance policies is important where, for example, it becomes necessary to sell life insurance policies from the Company’s hold portfolio in order to meet the Company’s cash flow needs, including the payment of future premiums.

In many cases liquidations may not be a viable option to meet the Company’s liquidity because of, among other things: (1) the lack of a market for such life insurance policies at the time; (2) the uncertainties surrounding the liquidation value of an individual life insurance policy; (3) the extensive amount of time and effort it might take to sell a life insurance policy; (4) the effect excessive sales of life insurance policies may have on transactions and future cash flows; and (5) the tax consequences.

The Company will assume the credit risk associated with life insurance policies issued by various life insurance companies. The failure or bankruptcy of any such life insurance company could have a material adverse impact on the Company’s ability to achieve its investment objectives. A life insurance company’s business tends to track general economic and market conditions that are beyond its control, including extended economic recessions, interest rate changes, the subprime lending market crisis or changes in investor perceptions regarding the strength of insurers generally and the life insurance policies or annuities they offer. Adverse economic factors and volatility in the financial markets may have a material adverse effect on a life insurance company’s business obligation to pay the face value of policies.

The insolvency of any insurance company or a downgrade in the ratings of an insurance company could have a material adverse impact on the value of the related life insurance policies, the collectability of the related face value, cash surrender value or other amounts agreed to be paid by such insurance company. In the event that a life insurance carrier becomes insolvent or is placed into receivership, most state guaranty associations place a $300,000 or lower cap on face value for policies per insured. In addition to the limitations on the amount of coverage, which vary by state, there are limitations on who may make claims under such coverage and the Company may not be eligible to make claims under U.S. state guarantee funds as most U.S. state guarantee fund laws were enacted with the stated goal of assisting policyholders residing in such states. Even if available to the Company, guarantee fund coverage limits are typically smaller than the face values of some of the life insurance policies that the Company will acquire. There can be no assurance that as more life settlement transactions are undertaken, legislators will not adopt additional restrictions on the availability of U.S. state guaranty funds.

The success of the Company is dependent upon the talents and efforts of highly skilled individuals employed by the Company and the Company’s ability to identify and willingness to provide acceptable compensation to attract, retain and motivate experienced management, talented investment professionals and other employees. There can be no assurance that the Company’s management and professionals will continue to be associated with the Company, and the failure to attract or retain such professionals could have a material adverse effect on the Company’s ability to execute on its business plan. Competition in the financial services industry for qualified management and employees is intense and there is no guarantee that, if lost, the talents of the Company’s professionals could be replaced.

The Company’s intellectual property rights may not adequately protect the Company’s business.

To be successful, the Company must protect its technology, know-how, and brand through means, such as trademarks, trade secrets, patents, copyrights, service marks, contractual restrictions, and other intellectual property rights and confidentiality procedures. Despite the Company’s efforts to implement these protections, they may not adequately protect its business for a variety of reasons, including:

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inability to successfully register or obtain patents and other intellectual property rights for important innovations that sufficiently protect the full scope of such innovations;

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inability to maintain appropriate confidentiality and other protective measures to establish and maintain the Company’s trade secrets;

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uncertainty in, and evolution of, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights;

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potential invalidation of the Company’s intellectual property rights through administrative processes or litigation; and

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other practical, resource, or business limitations on the Company’s ability to detect and prevent infringement or misappropriation of our rights and to enforce our rights.

Litigation may be necessary to enforce the Company’s intellectual property or proprietary rights, protect the Company’s trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation, whether or not resolved in the Company’s favor, could result in significant expense to the Company, and divert the time and efforts of the Company’s technical and management personnel. If the Company is unable to prevent third parties from infringing upon, violating or misappropriating the Company’s intellectual property or is required to incur substantial expenses defending the Company’s intellectual property rights, the Company’s business, financial condition, and results of operations may be materially adversely affected.

The Company may become subject to intellectual property disputes, which are costly and may subject the Company to significant liability and increased costs of doing business.

The Company may in the future become subject to intellectual property disputes. The Company’s success depends, in part, on the Company’s ability to operate without infringing, misappropriating or otherwise violating the intellectual property rights of third parties. However, the Company may not be aware that its practices are infringing, misappropriating or otherwise violating third-party intellectual property rights, and such third parties may bring claims against the Company or its business partners alleging such infringement, misappropriation or violation.

Any claims of intellectual property infringement, even those without merit, may be time-consuming and expensive to resolve, divert management’s time and attention, cause the Company to cease using or incorporating the asserted challenged intellectual property rights expose it to other legal liabilities, or require it to enter into licensing agreements to obtain the right to use a third party’s intellectual property. Although the Company carries general liability insurance, it may not cover potential claims of this type or may not be adequate to indemnify the Company for all liability that may be imposed. The Company cannot predict the outcome of lawsuits and cannot ensure that the results of any such actions will not have an adverse effect on the Company’s business, financial condition, or results of operations.

Even if the claims do not result in litigation or are resolved in the Company’s favor, these claims, and the time and resources necessary to resolve them, could divert the resources of the Company’s management and harm the Company’s business and results of operations.

The COVID-19 pandemic disrupted the global economy in several ways, some of which are still unfolding. COVID-19, or any outbreak of contagious diseases and other adverse public health developments, particularly in the United States, could have a material and adverse effect on our business operations. These could include disruptions or restrictions on our ability to source life settlement policies, as well as temporary closures of our facilities and the facilities of our third-party service providers. Any disruption or delay of our third-party service providers would likely impact our operating results. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of the United States and throughout the world, resulting in an economic downturn that could affect demand for the life insurance policies and significantly impact the Company’s operating results.

In connection with the audit of our financial statements for Abacus and LMA for the years ended December 31, 2021 and 2020, we identified the same material weakness in our internal control over financial reporting for both Abacus and LMA. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses related to a lack of appropriately designed and implemented controls to maintain segregation of duties between the creation, posting and approval of journal entries. The material weaknesses did not result in a misstatement to our financial statements.

We are taking steps to remediate the material weaknesses by, among other things, hiring additional qualified accounting resources, enhancing and formalizing our accounting, business operations and information technology policies, procedures and controls, planning to use outside resources to enhance our business documentation process, provide company-wide training and to help with management’s self-assessment and testing of internal controls, and implementing a new accounting system that will revise user access controls to maintain segregation of duties between the creation, posting and approval of journal entries in our accounting system. However, we are still in the process of implementing these steps and cannot assure investors that these measures will significantly improve or remediate the material weaknesses described above.

We may in the future discover additional material weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

Risks Related to Being a Public Company

The market price of shares of our common stock may be volatile or may decline regardless of our operating performance. You may lose some or all of your investment.

The trading price of our common stock following the Business Combination is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “—Risks Related to the Companies’ Operations and Financial Condition” and the following:

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the impact of the COVID-19 pandemic on our financial condition and the results of operations;

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our operating and financial performance and prospects;

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our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

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conditions that impact demand for our products and/or services;

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future announcements concerning our business, our clients’ businesses or our competitors’ businesses;

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the public’s reaction to our press releases, other public announcements and filings with the SEC;

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the market’s reaction to our reduced disclosure and other requirements as a result of being an “emerging growth company” under the Jumpstart Our Business Startups Act (the “JOBS Act”);

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the size of our public float;

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coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

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market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

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strategic actions by us or our competitors, such as acquisitions or restructurings;

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changes in laws or regulations which adversely affect our industry or us;

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privacy and data protection laws, privacy or data breaches, or the loss of data;

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changes in accounting standards, policies, guidance, interpretations or principles;

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changes in senior management or key personnel;

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issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

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changes in our dividend policy;

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adverse resolution of new or pending litigation against us; and

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changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from inflation, natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of common stock, regardless of our operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. As a result, you may suffer a loss on your investment.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of such litigation.

We do not intend to pay dividends on our common stock for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our common stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of the Board and will depend on, among other things, our business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to our indebtedness, industry trends and other factors that the Board may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing our current and future indebtedness. In addition, we may incur additional indebtedness, the terms of which may further restrict or prevent us from paying dividends on our common stock. As a result, you may have to sell some or all of your common stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends could also adversely affect the market price of our common stock.

If securities or industry analysts do not publish research or reports about our business or Business Combination or publish negative reports, the market price of our common stock could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us, our business or the Business Combination. We may be unable or slow to attract research coverage and if one or more analysts cease coverage of us, the price and trading volume of our securities would likely be negatively impacted. If any of the analysts that may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst that may cover us ceases covering us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price or trading

volume of our securities to decline. If one or more of the analysts who cover us downgrades our common stock or if our reporting results do not meet their expectations, the market price of our common stock could decline. Moreover, the market price of our common stock may decline as a result of the Business Combination if we do not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial analysts, or the effect of the Business Combination on our financial results is not consistent with the expectations of financial analysts. Accordingly, holders of our common stock following the consummation of the Business Combination may experience a loss as a result of a decline in the market price of such common stock. In addition, a decline in the market price of our common stock following the consummation of the Business Combination could adversely affect our ability to issue additional securities and to obtain additional financing in the future.

We have funded our operations since inception primarily through our origination, active management, and holding of life settlement policies. We cannot be certain when or if our operations will generate sufficient cash to fund our ongoing operations or the growth of our business.

We intend to continue to make investments to support our business and may require additional funds. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results and financial condition. If we incur debt, the debt holders could have rights senior to holders of common stock to make claims on our assets. The terms of any debt could restrict our operations, including our ability to pay dividends on our common stock. As a result, our stockholders bear the risk of future issuances of debt securities reducing the value of our common stock.

In connection with the proposed Business Combination, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under the Incentive Plan. The Incentive Plan will provide for automatic increases in the shares reserved for grant or issuance under the plan which could result in additional dilution to our stockholders. Subject to the satisfaction of vesting conditions and the expiration of any applicable lockup restrictions, shares registered under the registration statement on Form S-8 will generally be available for resale immediately in the public market without restriction. From time to time in the future, we may also issue additional shares of our common stock or securities convertible into common stock pursuant to a variety of transactions, including acquisitions. The issuance by us of additional shares of our common stock or securities convertible into our common stock would dilute your ownership of us and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our common stock.

In the future, we expect to obtain financing or to further increase our capital resources by issuing additional shares of our capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. Issuing additional shares of our capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of our existing stockholders, reduce the market price of our common stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or a preference with respect to dividend payments that could limit our ability to pay dividends to the holders of our common stock. Our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, which may adversely affect the amount, timing or nature of our future offerings. As a result, holders of our common stock bear the risk that our future offerings

may reduce the market price of our common stock and dilute their percentage ownership. See the section entitled “Description of Capital Stock of the Post-Combination Company.”

The sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon consummation of the Business Combination, we will have a total of 64,656,047 shares of common stock outstanding, consisting of (i) 53,175,000 shares of common stock issued to the Company Members (assuming that the Cash Consideration equals zero), (ii) 2,856,047 shares of common stock held by ERES’s Public Stockholders (assuming no redemptions by such Public Stockholders) and (iii) 8,625,000 shares of common stock held by the Initial Stockholders.

In connection with the Business Combination, pursuant to the Company Support Agreement, the Company Members have agreed, subject to certain exceptions, not to transfer (i) 15% of the shares of the Post-Combination Company’s common stock received by such Company Member in connection with the Closing until the date that is 180 days after the Closing Date (x) the remaining 85% of the shares of the Post-Combination Company’s common stock received by such Company Member in connection with the Closing until the date that is 24 months after the Closing Date. See the section entitled “Other Agreements—Company Support Agreement” for a description of the Company Support Agreement.

Upon the expiration or waiver of the lock-ups described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144. In addition, pursuant to the Registration Rights Agreement, certain stockholders will have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act. By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our common stock to decline. Following completion of the Business Combination, the shares covered by registration rights would represent approximately 86% of our outstanding common stock (assuming no shares of ERES Common Stock are redeemed in connection with the Special Meeting). See the section entitled “Other Agreements—Registration Rights Agreement” for a description of these registration rights.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under our equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. The number of shares to be reserved for future issuance under the Incentive Plan is expected to equal 3,232,802, 3,161,401 or 3,090,000 shares of our common stock, assuming no redemptions, 50% redemptions or 100% redemptions, respectively. We expect to file one or more registration statements on Form S-8 under the Securities Act to register shares of our common stock or securities convertible into or exchangeable for shares of our common stock issued pursuant to our equity incentive plans. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. The initial registration statement on Form S-8 is expected to cover approximately 3,232,802, 3,161,401 or 3,090,000 shares of our common stock, assuming no redemptions, 50% redemptions or 100% redemptions, respectively.

We are an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make our common stock less attractive to investors.

We qualify as an “emerging growth company,” as defined in the JOBS Act. While we remain an emerging growth company, we are permitted and plan to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These provisions include: (1) an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley, (2) not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements, (3) reduced disclosure obligations regarding executive compensation arrangements in our periodic reports, registration statements, and proxy statements, and (4) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, the information we provide will be different than the information that is available with respect to other public companies that are not emerging growth companies.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected to irrevocably opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time public companies adopt the new or revised standard. This may make comparison of our financial statements with another emerging growth company that has not opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock. The market price of our common stock may be more volatile.

We will remain an emerging growth company until the earliest of: (1) the last day of the fiscal year following the fifth anniversary of the date of the completion of the ERES IPO, (2) in which we have total annual gross revenue of at least $1.235 billion, (3) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities, or (4) the end of any fiscal year in which the market value of our common stock held by non-affiliates is at least $700 million as of the end of the second quarter of that fiscal year.

Our management has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the Post-Combination Company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for the Post-Combination Company to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that the Post-Combination Company will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase its operating costs in future periods.

Risks Related to the Business Combination

ERES stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of the Stock Consideration to the Company Members, current ERES stockholders’ percentage ownership will be diluted. Assuming no Public Stockholders exercise their redemption rights and excluding any shares issuable pursuant to ERES’s outstanding warrants or shares to be reserved for issuance under the Incentive Plan, current ERES stockholders’ percentage ownership in the Post-Combination Company following the issuance of the Stock Consideration to the Company Members would be approximately 17.76%. Additionally, of the expected members of the Board after the completion of the Business Combination, only one will be either current directors or executive officers of ERES and two will be either current managers or executive officers of the Companies. The percentage of the Post-Combination Company’s common stock that will be owned by current ERES stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of current ERES stockholders (including the Sponsor and directors of ERES), under different redemption levels, based on the number of issued and outstanding shares of ERES Common Stock and the issued and outstanding LMA Interests and Abacus Interests on February 2, 2023, and based on the Stock Consideration, current ERES stockholders, as a group, will own (1) if there are redemptions of 50% of all outstanding Public Shares, approximately 15.90% of the Post-Combination Company’s common stock expected to be outstanding immediately after the Business Combination or (2) if there are redemptions of the maximum number of outstanding Public Shares, approximately 13.96% of the Post-Combination Company’s common stock expected to be outstanding immediately after the Business Combination (in each case, excluding any shares issuable pursuant to ERES’s outstanding warrants or shares to be reserved for issuance under the Incentive Plan). Because of this, current ERES stockholders, as a group, will have less influence on the board of directors, management and policies of the Post-Combination Company than they now have on the board of directors, management and policies of ERES.

Public Stockholders will experience additional dilution to the extent the Post-Combination Company issues additional shares of Common Stock after the Closing if the outstanding warrants are exercised or pursuant to the shares reserved for issuance under the Incentive Plan. For fully diluted ownership information, see the section entitled “Q: WHAT EQUITY STAKE WILL CURRENT ERES STOCKHOLDERS, THE INITIAL STOCKHOLDERS, AND THE COMPANY MEMBERS HOLD IN ERES FOLLOWING THE CLOSING?”

Upon completion of the Business Combination, holders of the LMA Interests and the Abacus Interests will become holders of shares of the Post-Combination Company’s common stock. Prior to the Business Combination, ERES has had limited operations. Upon completion of the Business Combination, the Post-Combination Company’s results of operations will depend upon the performance of the Companies’ businesses, which are affected by factors that are different from those currently affecting the results of operations of ERES.

In connection with the closing of the Business Combination, we intend to list the Post-Combination Company’s common stock and warrants on Nasdaq under the symbols “ABL” and “ABLLW,” respectively. The Post-Combination Company’s continued eligibility for listing may depend on the number of our shares that are

converted. If, after the Business Combination, Nasdaq delists the Post-Combination Company’s shares from trading on its exchange for failure to meet the listing standards, the Post-Combination Company and its stockholders could face significant material adverse consequences including:

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a limited availability of market quotations for the Post-Combination Company’s securities;

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reduced liquidity for the Post-Combination Company’s securities;

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a determination that the Post-Combination Company’s common stock is a “penny stock” which will require brokers trading in the Post-Combination Company’s common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the Post-Combination Company’s common stock;

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a limited amount of analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

The Merger Agreement is subject to a number of conditions which must be fulfilled in order to complete the Business Combination. Those conditions include: approval of the Merger Agreement by the Company Members, approval of the Proposals required to effect the Business Combination by ERES stockholders, as well as receipt of certain requisite regulatory approvals, absence of orders prohibiting completion of the Business Combination, approval of the shares of Class A Common Stock to be issued to the Company Members for listing on Nasdaq, the resignation of specified ERES executive officers and directors, the accuracy of the representations and warranties by both parties (subject to the materiality standards set forth in the Merger Agreement) and the performance by both parties of their covenants and agreements. These conditions to the closing of the Business Combination may not be fulfilled in a timely manner or at all, and, accordingly, the Business Combination may not be completed. In addition, the parties can mutually decide to terminate the Merger Agreement at any time, before or after stockholder approval, or ERES or the Companies may elect to terminate the Merger Agreement in certain other circumstances. See the section entitled “The Merger Agreement—Termination.”

The parties to the Merger Agreement may amend the terms of the Merger Agreement or waive one or more of the conditions to the Business Combination, and the exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Merger Agreement may result in a conflict of interest when determining whether such changes to the terms of the Merger Agreement or waivers of conditions are appropriate and in the best interests of our stockholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Merger Agreement, would require us to agree to amend the Merger Agreement, to consent to certain actions or to waive certain closing conditions or other rights that we are entitled to under the Merger Agreement. Such events could arise because of changes in the course of the Companies’ business, a request by the Companies to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on the Companies’ business and would entitle us to terminate the Merger Agreement. In any of such circumstances, it would be in our discretion, acting through the ERES Board, to grant our consent or waive our rights. The existence of the financial and personal interests of the directors and officers described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors or officers between what he or she may believe is best for ERES and our stockholders and what he or she may believe is best for himself or herself or his or her affiliates in determining whether or not to take the requested action.

For example, it is a condition to ERES’s obligation to close the Business Combination that the Companies’ representations and warranties be true and correct as of the Closing in all respects subject to the applicable

materiality standards as set forth in the Merger Agreement. However, if the ERES Board determines that any such breach is not material to the business of the Companies, then the ERES Board may elect to waive that condition and close the Business Combination. The parties will not waive the condition that ERES’s stockholders approve the Business Combination.

As of the date of this proxy statement, we do not believe there will be any material changes or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the Business Combination that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.

Termination of the Merger Agreement could negatively impact ERES.

If the Business Combination is not completed for any reason, including as a result of the Company Members declining to adopt the Merger Agreement or ERES stockholders declining to approve the Proposals required to effect the Business Combination, the ongoing businesses of ERES may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, ERES would be subject to a number of risks, including the following:

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ERES may experience negative reactions from the financial markets, including negative impacts on the stock price of shares of ERES Class A Common Stock (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

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ERES will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

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since the Merger Agreement restricts the conduct of ERES’s business prior to completion of the Business Combination, ERES may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available. See the section entitled “The Merger Agreement—Covenants and Agreements.”

If the Merger Agreement is terminated and the ERES Board seeks another merger or business combination, ERES stockholders cannot be certain that ERES will be able to find another acquisition target that would constitute a business combination or that such other merger or business combination will be completed. See the section entitled “The Merger Agreement—Termination.”

The Companies will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

Uncertainty about the effect of the Business Combination on the Companies’ employees and customers may have an adverse effect on the Companies and consequently on ERES. These uncertainties may impair the Companies’ ability to attract, retain and motivate key personnel until the Business Combination is completed and could cause customers and others that deal with the Companies to seek to change existing business relationships with the Companies. Retention of certain employees may be challenging during the pendency of the Business Combination as certain employees may experience uncertainty about their future roles. If key employees depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the business, our business following the Business Combination could be negatively impacted. In addition, the Merger Agreement restricts the Companies from making certain expenditures and taking other specified actions without the consent of ERES until the Business Combination occurs. These restrictions may prevent the Companies from pursuing attractive business opportunities that may arise prior to the completion of the Business Combination. See the section entitled “The Merger Agreement—Covenants and Agreements.”

ERES directors and officers and the Sponsor and its affiliates may have interests in the Business Combination different from the interests of ERES stockholders.

Executive officers of ERES negotiated the terms of the Merger Agreement with their counterparts at the Companies, and the ERES Board determined that entering into the Merger Agreement was in the best interests of ERES and its stockholders, declared the Merger Agreement advisable and recommended that ERES stockholders approve the Proposals required to effect the Business Combination. In considering these facts and the other information contained in this proxy statement, you should be aware that ERES’s executive officers and directors, as well as our Sponsor and its affiliates, may have financial interests in the Business Combination that may be different from, or in addition to, the interests of ERES stockholders. The ERES Board was aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the Business Combination and in recommending to ERES’s stockholders that they vote to approve the Business Combination. These interests include, among other things:

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In order to finance transaction costs in connection with a business combination, the Sponsor, members of the ERES founding team or any of their affiliates may, but are not obligated to, loan ERES funds as may be required. In August 2021, the Sponsor committed to provide ERES up to an aggregate of $1,500,000 in loans for working capital purposes. The Working Capital Note does not bear interest and is repayable in full upon consummation of a business combination. If ERES does not complete a business combination, the Working Capital Note shall not be repaid and all amounts owed under it will be forgiven. The Working Capital Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Working Capital Note and all other sums payable with regard to the Working Capital Note becoming immediately due and payable. As of September 30, 2022, there was a balance of $1,500,000 under this loan.

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of (i) the date of the consummation of ERES’s initial business combination and (ii) the date of ERES’s liquidation. At any time prior to payment in full of the principal balance of the Extension Note, the holder of the Extension Note (or a permitted assignee) will have the option, but not the obligation, to convert up to $1,500,000 of the unpaid principal balance of the Extension Note into that number of Extension Warrants, each whole warrant exercisable for one share of ERES Class A Common Stock equal to the principal amount of the Extension Note so converted divided by $1.50. The terms of the Extension Warrants will be identical to the terms of the Private Placement Warrants. The Sponsor will have the sole discretion whether to continue extending for additional months, and if the Sponsor determines not to continue extending for additional months, its obligation to make additional Contributions will terminate. If this occurs, ERES would wind up ERES’s affairs and redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Existing Charter. The maturity date of the Extension Note may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Extension Note may be prepaid at any time by ERES, at its election and without penalty, provided, however, that the Sponsor shall have a right to first convert such principal balance as described in Section 17 of the Extension Note upon notice of such prepayment. If the Business Combination is not completed and ERES winds up, there will not be sufficient assets to repay the Extension Note and it will be worthless. As of September 30, 2022, there was a balance of $962,178 under this loan.

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office space, utilities, administrative and support services provided to ERES’s management team, which commenced on July 24, 2020 and will continue through the earlier of consummation of the Business Combination and ERES’s liquidation. For the year ended December 31, 2021 and December 31, 2020, the ERES incurred and paid an aggregate of $240,000 and $105,161 in connection with these agreements, respectively. For the nine months ended September 30, 2022, the Company incurred and paid $180,000 in fees for these services.

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The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

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Subject to certain limited exceptions, the Private Placement Warrants will not be transferable until 30 days following the completion of the Business Combination.

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There will be no finder’s fees, reimbursements or cash payments made by ERES to the Sponsor or ERES’s officers or directors, or ERES’s or any of their affiliates, for services rendered to ERES prior to or in connection with the completion of the Business Combination, other than payment of the amount described above for office space, utilities, administrative and support services described above and repayments of the loans under the Working Capital Note, the Extension Note, and the Second Extension Note as described above. The Sponsor and ERES’s officers and directors or any of their respective affiliates will also be reimbursed for any out-of-pocket expenses incurred in connection with ERES’s formation, the ERES IPO and activities on ERES’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

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Our Sponsor, officers and directors would hold the following number of shares of common stock in the Post-Combination Company, on a fully diluted basis, at the closing of the Business Combination:


Name of Person/Entity	Number of Shares of Common Stock⁽¹⁾		Value of Shares⁽²⁾
East Sponsor, LLC⁽²⁾		17,068,333	$	170,683,330
Terrence (Terry) M. Pegula⁽²⁾		17,068,333	$	170,683,330
Gary L. Hagerman, Jr.		1,000	$	10,000
John P. Sieminski		2,500	$	25,000
James S. Morrow		0	$	0
William A. Fustos		22,000	$	220,000
Thomas W. Corbett, Jr.⁽³⁾.		10,000	$	100,000
Benjamin Wingard		4,000	$	40,000
Jacob Long		5,000	$	50,000
Adam Gusky		2,452	$	24,520

(1)

(a) Assumes that (i) Public Stockholders exercise the 17,250,000 public warrants, (ii) the Initial Stockholders exercise the 7,120,000 Private Placement Warrants, (iii) the 1,780,000 warrants in the warrant pool are exercised, (iv) the Sponsor exercises its option to convert up to $1,500,000 of the unpaid principal balance on the Extension Note to 1,000,000 Extension Warrants and exercises such warrants, (v) the Sponsor exercise its option to convert up to $500,000 of the unpaid principal balance on the Second Extension Note to 333,333 Second Extension Warrants and exercises such warrants, and (vi) all shares underlying the Incentive Plan are issued.

(2)

Assumes a value of $10.00 per share, the deemed value of the Class A Common Stock in the Business Combination.

•

Following the completion of the Business Combination, [•], [•] and [•] will be members of the board of directors of the Post-Combination Company. As such, in the future, [•], [•] and [•] will receive any cash fees, stock options or stock awards that the board of directors of the Post-Combination Company determines to pay to its directors following the completion of the Business Combination.

•

See the section entitled “The Business Combination—Interests of ERES’s Directors and Executive Officers and the Sponsor and its Affiliates in the Business Combination.”

The Sponsor has interests in the Business Combination different from the interests of ERES stockholders.

When considering the ERES Board’s recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement, our stockholders should be aware that the Sponsor has interests in the Business Combination that may be different from, in addition to, or conflict with the interests of our stockholders in general. For instance, the 8,625,000 Founder Shares held by the Initial Stockholders which were acquired for an aggregate purchase price of $25,000 prior to the completion of the ERES IPO and the 8,900,000 Private Placement Warrants the Sponsor purchased from ERES for an aggregate purchase price of $8,900,000 (or $1.00 per warrant) purchased concurrently with the closing of the ERES IPO will expire worthless if ERES does not consummate a business combination within the Completion Window. For a more complete description of these interests, see the section entitled “The Business Combination—Interests of ERES’s Directors and Executive Officers and the Sponsor and its Affiliates in the Business Combination.”

Public Stockholders who redeem their Common Stock and/or previously redeemed their Common Stock in connection with the Extension Amendment or the Second Extension Amendment may continue to hold any public warrants they owned prior to redemption, which will result in additional dilution to non-redeeming holders upon exercise of such public warrants. Assuming (i) all redeeming Public Stockholders acquired ERES units in the IPO and continue to hold the public warrants that were included in the units, and (ii) maximum redemption of Common Stock held by the redeeming Public Stockholders, 17,250,000 public warrants would be retained by redeeming Public Stockholders with a value of approximately $3.45 million based on the market price of $0.20 per warrant based on the

closing price of the public warrants on Nasdaq on January 26, 2023. As a result of exercising their redemption rights, the redeeming Public Stockholders would receive their pro rata portion of the Trust Account and continue to hold public warrants with an aggregate market value of approximately $690,000 while non-redeeming Public Stockholders would experience additional dilution in their percentage ownership and voting interest of the Post-Combination Company upon the exercise of the ERES public warrants held by redeeming Public Stockholders or upon the exercise of the Private Placement Warrants.

The Companies will effectively become a publicly listed company upon the completion of the Business Combination. The Business Combination and the transactions described in this proxy statement differ from an underwritten initial public offering. In a traditional underwritten initial public offering, underwriters typically conduct a certain amount of due diligence on the company being taken public in order to establish a due diligence defense against liability claims under federal securities laws. Because ERES is already a publicly listed company, an underwriter has not been engaged. The due diligence conducted by management and the ERES Board may be different than the due diligence undertaken by an underwriter in a traditional initial public offering. The Sponsor may have an inherent conflict of interest because its shares and warrants will be worthless if an initial business combination is not completed with the Companies or another company before July 27, 2023. Therefore, there could be a heightened risk of an incorrect valuation of the Companies’ business, which could cause potential harm to investors.

The Business Combination will result in changes to the board of directors that may affect our strategy.

If the parties complete the Business Combination and the Director Election Proposal is approved, the composition of the Board will change from the current board of directors to boards of managers of ERES and the Companies, respectively. The Board of the Post-Combination Company will be divided into three classes and will consist of the directors elected pursuant to the Director Election Proposal, each of which will serve an initial term ending in either 2023, 2024 or 2025, and thereafter will serve a three-year term. This new composition of the Post-Combination Company board of directors may affect our business strategy and operating decisions upon the completion of the Business Combination.

The Merger Agreement contains provisions that limit ERES from seeking an alternative business combination.

The Merger Agreement contains provisions that prohibit ERES from seeking alternative business combinations during the pendency of the Business Combination. Further, if ERES is unable to obtain the requisite approval of its stockholders, either party may terminate the Merger Agreement. See the section entitled “The Merger Agreement—Termination.”

The unaudited pro forma financial information included in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Business Combination been completed on the date(s) indicated. The preparation of the pro forma financial information is based upon available information and certain assumptions and estimates that ERES and the Companies currently believe are reasonable. However, the final reverse recapitalization accounting adjustments may differ materially from the pro forma adjustments reflected in this proxy statement. Accordingly, the Post-Combination Company’s business, assets, cash flows, results of operations and financial condition may differ significantly from those indicated by the unaudited pro forma condensed combined financial statements included in this proxy statement. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

ERES and the Companies will incur transaction costs in connection with the Business Combination.

Each of ERES and the Companies has incurred and expects that it will incur significant, non-recurring costs in connection with consummating the Business Combination. ERES and the Companies may also incur additional costs to retain key employees. ERES and the Companies will also incur significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination. ERES and the Companies estimate that they will incur $18.4 million in aggregate transaction costs (this excludes any deferred underwriting fee to Wells Fargo). Some of the transaction costs are payable regardless of whether the Business Combination is completed. See the section entitled “The Business Combination—Terms of the Business Combination.”

ERES’s stockholders will have their rights as stockholders governed by the Post-Combination Company’s organizational documents.

As a result of the completion of the Business Combination, holders of shares of ERES Common Stock will become holders of shares of the Post-Combination Company’s common stock, which are expected to be governed by the Post-Combination Company’s organizational documents. As a result, there will be differences between the rights currently enjoyed by ERES stockholders and the rights that ERES stockholders who become stockholders of the Post-Combination Company will have as stockholders of the Post-Combination Company.

The Sponsor has agreed to vote in favor of each of the Proposals presented at the Special Meeting, regardless of how Public Stockholders vote.

Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to vote any shares of ERES Common Stock it holds in favor of each of the Proposals presented at the Special Meeting, regardless of how Public Stockholders vote. Accordingly, the agreement by the Sponsor to vote in favor of the each of the Proposals presented at the Special Meeting will increase the likelihood that ERES will receive the requisite stockholder approval for the Business Combination and the transactions contemplated thereby. See the section entitled “Other Agreements—Sponsor Support Agreement.”

The COVID-19 pandemic has resulted, and other infectious diseases could result, in a widespread health crisis that has and could continue to adversely affect the economies and financial markets worldwide, which may delay or prevent the consummation of the Business Combination, and the business of the Companies or Post-Combination Company following the Business Combination could be materially and adversely affected. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted.

The parties will be required to consummate the Business Combination even if the Companies, their business, financial condition and results of operations are materially affected by COVID-19. The disruptions posed by COVID-19 have continued, and other matters of global concern may continue, for an extensive period of time, and if the Companies are unable to recover from business disruptions due to COVID-19 or other matters of global concern on a timely basis, the Companies’ ability to consummate the Business Combination and the Post-Combination Company’s financial condition and results of operations following the Business Combination may be materially adversely affected. Each of the Companies and the Post-Combination Company may also incur additional costs due to delays caused by COVID-19, which could adversely affect the Post-Combination Company’s financial condition and results of operations.

Risks Related to Ownership of Our Class A Common Stock Following the Business Combination

Although ERES has conducted due diligence on the Companies, this diligence may not surface all material issues that may be present with the Companies’ business. Factors outside of ERES’s and outside of the Companies’ control may, at any time, arise. As a result of these factors, the Post-Combination Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in the Post-Combination Company reporting losses. Even if ERES’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on the Post-Combination Company’s liquidity, the fact that the Post-Combination Company reports charges of this nature could contribute to negative market perceptions about the Post-Combination Company or its securities. In addition, charges of this nature may cause the Post-Combination Company to be unable to obtain future financing on favorable terms or at all.

The Proposed Charter, the Amended and Restated Bylaws and Delaware law contain or will contain provisions that could have the effect of rendering more difficult, delaying, or preventing an acquisition deemed undesirable by the Board. Among other things, the Proposed Charter and/or the Amended and Restated Bylaws will include the following provisions:

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a staggered board, which means that the Board will be classified into three classes of directors with staggered three-year terms and directors will only be able to be removed from office for cause;

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limitations on convening special stockholder meetings, which could make it difficult for our stockholders to adopt desired governance changes;

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a prohibition on stockholder action by written consent, which means that our stockholders will only be able to take action at an annual meeting of stockholders and will not be able to take action by written consent for any matter;

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a forum selection clause, which means certain litigation against us can only be brought in Delaware;

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the authorization of undesignated preferred stock, the terms of which may be established and shares of which may be issued without further action by our stockholders; and

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advance notice procedures, which apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management. As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents interested stockholders, such as certain stockholders holding more than 15% of our outstanding common stock, from engaging in certain business combinations unless (i) prior to the time such stockholder became an interested stockholder, the board of directors approved the transaction that resulted in such stockholder becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in such stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the common stock, or (iii) following board approval, such business combination receives the approval of the holders of at least two-thirds of our outstanding common stock not held by such interested stockholder at an annual or special meeting of stockholders.

Any provision of the Proposed Charter, the Amended and Restated Bylaws or Delaware law that has the effect of delaying, preventing or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock and could also affect the price that some investors are willing to pay for our common stock.

ERES has identified a material weakness in its internal control over financial reporting as of December 31, 2021. If ERES is unable to develop and maintain an effective system of internal control over financial reporting, ERES may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in ERES and materially and adversely affect its business and operating results.

On April 12, 2021, the staff of the SEC issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “Statement”). In the Statement, the SEC staff, among other things, expressed its view that certain terms and conditions common to warrants issued by SPACs, such as ERES, may require such warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. ERES previously accounted for its outstanding warrants as components of equity instead of as derivative liabilities. Following the issuance of the Statement, ERES’s management and audit committee concluded that in light of the Statement, it was appropriate to restate ERES’s previously issued audited financial statements as of December 31, 2020, as of July 27, 2020, for the period from May 22, 2020 through December 31, 2020 and for the period ended September 30, 2020.

Additionally, in light of recent guidance from the staff of the SEC, ERES reevaluated its application of Accounting Standards Codification (“ASC”) 480-10-S99-3A on the classification of redeemable shares of common stock that were issued as part of the units sold in the ERES IPO. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that ERES would consummate its initial business combination only if it has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, ERES’s management determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete ERES’s initial business combination. ERES’s management and audit committee concluded that in light of this change it was appropriate to restate ERES’s previously issued audited financial statements as of July 27, 2020, for the period from May 22, 2020 through December 31, 2020, ERES’s unaudited quarterly financial statements as of September 30, 2020 included in ERES’s quarterly report on Form 10-Q filed with the SEC on November 16, 2020, ERES’s unaudited quarterly financial statements as of March 31, 2021 included in ERES’s quarterly report on Form 10-Q filed with the SEC on July 16, 2021, and ERES’s unaudited quarterly financial statements as of June 30, 2021 included in ERES’s quarterly report on Form 10-Q filed with the SEC on August 17, 2021.

In connection with these restatements, ERES identified material weaknesses in its internal controls over financial reporting due to the ability to apply the nuances of the complex accounting standards and preparation of financial statements in accordance with GAAP. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of ERES’s annual or interim financial statements will not be prevented, or detected and corrected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. ERES continues to evaluate steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects. If ERES identifies any new material weaknesses in the future, any such newly identified material weakness could limit ERES’s ability to prevent or detect a misstatement of ERES’s accounts or disclosures that could result in a material misstatement of ERES’s annual or interim financial statements. In such case, ERES may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in ERES’s financial reporting and ERES’s stock price may decline as a result. ERES cannot assure you that the measures it has taken to date, or any measures it may take in the future, will be sufficient to avoid potential future material weaknesses.

Risks Related to Redemption

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $[●] per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we have sought and will continue to seek to have all vendors, service providers, prospective target businesses, including the Companies, or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Marcum LLP, our independent registered public accounting firm, did not execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per share redemption amount received by Public Stockholders could be less than the $[●] per share as of the ERES Record Date, due to claims of such creditors. Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business, with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the ERES IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are our securities. We have not asked our Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $[●] per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

ERES’s independent directors may decide not to enforce the indemnification obligations of our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share or (ii) such lesser amount per share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and our Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations.

While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our Public Stockholders may be reduced below $[●] per share.

No assurance can be given as to the price at which a Public Stockholder may be able to sell the shares of our Class A Common Stock in the future following the completion of the Business Combination. Certain events following the consummation of any business combination, including the Business Combination, may cause an increase in our stock price, and may result in a lower value realized now than an ERES stockholder might realize in the future had the stockholder not elected to redeem such stockholder’s Public Shares. Similarly, if a Public Stockholder does not redeem his, her or its shares, such stockholder will bear the risk of ownership of our Class A Common Stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell his, her or its shares of our Class A Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement. A Public Stockholder should consult his, her or its own tax and/or financial advisor for assistance on how this may affect its individual situation.

To exercise their redemption rights, holders are required to deliver their stock, either physically or electronically using the Depository Trust Company’s DWAC System, to ERES’s transfer agent two business days prior to the vote at the Special Meeting. If a holder properly seeks redemption as described in this proxy statement and the Business Combination with the Companies is consummated, ERES will redeem these Public Shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own such Public Shares following the Business Combination. See the section entitled “ERES’s Special Meeting of Stockholders—Redemption Rights” for additional information on how to exercise your redemption rights.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and

subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the Trust Account, the per share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

If, after we distribute the proceeds in the Trust Account to our Public Stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, the ERES Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors.

A Public Stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its Public Shares or, if part of such a group, the group’s Public Shares, in excess of 20% of the Public Shares without the consent of ERES. Your inability to redeem any such excess Public Shares could resulting in you suffering a material loss on your investment in ERES if you sell such excess Public Shares in open market transactions. ERES cannot assure you that the value of such excess Public Shares will appreciate over time following the Business Combination or that the market price of the Public Shares will exceed the per-share redemption price.

However, ERES’s stockholders’ ability to vote all of their Public Shares (including such excess shares) for or against the Business Combination Proposal is not restricted by this limitation on redemption.

We have the ability to redeem the outstanding warrants underlying the ERES units sold in the ERES IPO at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of the Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The Class A Common Stock has never traded above $18.00 per share. 90 days after the warrants become exercisable, we may redeem the outstanding warrants at a price equal to a number of shares of Class A Common Stock as set forth in the table under the section “Description of the Securities of the Post-Combination Company—Warrants—Public Stockholders’ Warrants.” If and when the warrants become redeemable by us, we may exercise our redemption right. Redemption of the outstanding warrants as described above could force you to: (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. We have no obligation to notify holders of warrants that they have become eligible for redemption. In the event we decide to redeem the warrants, we shall fix a date for the redemption (the

“Redemption Date”) and are required to mail notice of such redemption not less than 30 days prior to the Redemption Date. The warrants may be exercised any time after notice of redemption is given and prior to the Redemption Date. Redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A Common Stock had your warrants remained outstanding.

The Private Placement Warrants are identical to the public warrants except that (i) the Private Placement Warrants and the Class A Common Stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (ii) the Private Placement Warrants will be exercisable on a cashless basis at the election of such holder, whereas public warrants will only be exercisable on a cashless basis at ERES’s election, and (iii) none of the Private Placement Warrants will be redeemable by us.

If we elect to redeem the public warrants on a cashless basis, or if the holders of the Private Placement Warrants elect to exercise their Private Placement Warrants on a cashless basis, then ERES will not receive any cash proceeds from the exercise of such warrants.

There is uncertainty regarding the federal income tax consequences of the redemption to the holders of ERES Class A Common Stock.

There is some uncertainty regarding the federal income tax consequences to holders of ERES Class A Common Stock that exercise their redemption rights. The uncertainty of tax consequences relates primarily to the individual circumstances of the taxpayer and include (i) whether the redemption will be treated as a corporate distribution potentially taxable as a dividend, or a sale, that would potentially give rise to capital gain or capital loss, and (ii) whether such capital gain is “long-term” or “short-term.” Whether the redemption qualifies for sale treatment, resulting in taxation as capital gain rather than treatment as a corporate distribution, will depend largely on whether the holder owns (or is deemed to own) any shares of Class A Common Stock following the redemption, and if so, the total number of shares of ERES Class A Common Stock treated as held by the holder both before and after the redemption relative to all shares of ERES voting stock outstanding both before and after

the redemption. The redemption generally will be treated as a sale, rather than a distribution, if the redemption (i) is “substantially disproportionate” with respect to the holder, (ii) results in a “complete termination” of the holder’s interest in ERES or (iii) is “not essentially equivalent to a dividend” with respect to the holder. Due to the personal and subjective nature of certain of such tests and the absence of clear guidance from the IRS, there is uncertainty as to how a holder who elects to exercise its redemption rights will be taxed in connection with the exercise of redemption rights. See the section entitled “Material U.S. Federal Income Tax Consequences—Material Tax Consequences of a Redemption of Public Shares.”

A new 1% U.S. federal excise tax may be imposed upon us in connection with the redemptions by us of our Class A Common Stock.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IRA”), which, among other things, imposes a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic corporations and certain domestic subsidiaries of publicly traded foreign corporations. This excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. Generally, the amount of the excise tax is 1% of the fair market value of the shares repurchased at the time of the repurchase. For the purposes of calculating the excise tax, the repurchasing corporation is permitted to net the fair market value of certain new stock issuances against the fair market value of the stock repurchases that occur in the same taxable year. The U.S. Treasury Department, the IRS, and other standard-setting bodies are expected to issue guidance on how the excise tax provisions of the IRA will be applied. The IRA excise tax applies to repurchases that occur after December 31, 2022.

Any repurchase or redemption of our Class A Common Stock that occurs after December 31, 2022, in connection with the Business Combination may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with the Business Combination would depend on a number of factors, including (i) the fair market value of the redemptions and repurchase in connection with the Business Combination, (ii) the structure of the Business Combination, (iii) the nature and amount of any PIPE or other equity issuances in connection with the Business Combination (or otherwise issued not in connection with the Business Combination but issued within the same taxable year of the Business Combination) (while ERES continues to opportunistically seek to raise a PIPE investment, at this time, it has no committed PIPE Investment Amount) and (iv) the regulations and other guidance issued by the U.S. Treasury Department and the IRS. Since the excise tax would be payable by us and not by the redeeming holder, we have yet to determine the mechanics of any required payment of the excise taxes.

Unlike some other blank check companies, ERES does not have a specified maximum redemption threshold, except that we will not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. Some other blank check companies’ structures disallow the consummation of a business combination if the holders of such companies’ public shares elect to redeem or convert more than a specified percentage of the shares sold in such companies’ initial public offering. Because we have no such maximum redemption threshold, we may be able to consummate the Business Combination even though a substantial number of our Public Stockholders have redeemed their shares.

However, the Merger Agreement provides that the obligation of the Companies to consummate the Business Combination is subject to ERES having cash on hand and any additional cash received from financing activities equal to or in excess of $1.0 million (without, for the avoidance of doubt, taking into account any transaction expenses) and after distribution of the Trust Account, deducting all amounts to be paid pursuant to the redemption of Public Shares and after giving effect to any financing. In the event the aggregate cash consideration we would be required to pay for all shares of Class A Common Stock that are validly submitted for redemption plus the required amount of required funds pursuant to the Merger Agreement exceed the aggregate amount of cash available to us, we will not complete the Business Combination or redeem any shares, all shares of Class A Common Stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

ERES and the Companies are providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and should be read in conjunction with the accompanying notes.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the unaudited condensed balance sheet of ERES as of September 30, 2022, the unaudited condensed balance sheet of LMA as of September 30, 2022, and the unaudited condensed balance sheet of Abacus as of September 30, 2022, giving effect to the Business Combination as if it had been consummated on September 30, 2022.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 combines the unaudited condensed statement of operations of ERES for the nine months ended September 30, 2022, the unaudited condensed statement of operations of LMA for the nine months ended September 30, 2022, and the unaudited condensed statement of operations of Abacus for the nine months ended September 30, 2022. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021, combines the audited statement of operations of ERES for the year ended December 31, 2021, the audited consolidated statement of operations of LMA for the year ended December 31, 2021, and the audited consolidated statement of operations of Abacus for the year ended December 31, 2021, giving effect to the Business Combination as if it had been consummated on January 1, 2021, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

•

The historical unaudited condensed financial statements of ERES as of and for the nine months ended September 30, 2022, and the historical audited financials of ERES as of and for the year ended December 31, 2021;

•

The historical unaudited condensed financial statements of LMA as of and for the nine months ended September 30, 2022, and the historical audited consolidated financial statements of LMA as of and for the year ended December 31, 2021; and

•

The historical unaudited condensed financial statements of Abacus as of and for the nine months ended September 30, 2022, and the historical audited consolidated financial statements of Abacus as of and for the year ended December 31, 2021.

The foregoing historical financial statements have been prepared in accordance with GAAP. The unaudited pro forma condensed combined financial information has been prepared based on the aforementioned historical financial statements and the assumptions and adjustments as described in the notes to the unaudited pro forma condensed combined financial information. The pro forma adjustments reflect transaction accounting adjustments related to the Business Combination, which is discussed in further detail below. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to represent the Post-Combination Company’s consolidated results of operations or consolidated financial position that would actually have occurred had the Business Combination been consummated on the dates assumed or to project the Post-Combination Company’s consolidated results of operations or consolidated financial position for any future date or period.

The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ERES,”

“Management’s Discussion and Analysis of Financial Condition and Results of Operations of LMA,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Abacus,” and other financial information included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On August 30, 2022, ERES entered into the Merger Agreement with the Companies and Merger Subs, pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, Abacus Merger Sub will merge with and into Abacus, with Abacus surviving the Merger as a wholly owned subsidiary of ERES, and LMA Merger Sub will merge with and into LMA, with LMA surviving the Merger as a wholly owned subsidiary of ERES. In connection with the Closing of the Merger, ERES will be renamed Abacus Life, Inc.

On October 14, 2022, ERES entered into the First Amendment to the Merger Agreement with the Companies and Merger Subs, which modified certain terms and conditions contained within the Merger Agreement.

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization with ERES in accordance with GAAP. Under this method of accounting, ERES has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the LMA shareholders having a relative majority of the voting power of the Post-Combination Company, the LMA shareholders having the authority to appoint a majority of directors on the Board of Directors, and senior management of LMA comprising the majority of the senior management of the Post-Combination Company. LMA was then determined to be the “acquirer” for financial reporting purposes based on the relative size of LMA as compared to Abacus, represented by their revenue, equity, gross profit and net income. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of LMA with the LMA Merger being treated as the equivalent of LMA issuing stock for the net assets of ERES, accompanied by a recapitalization. The net assets of ERES will be stated at historical cost, with no goodwill or other intangible assets recorded.

The Abacus Merger will be accounted for using the acquisition method of accounting. Under the acquisition method of accounting, the assets and liabilities of Abacus will be recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired, if applicable, will be recognized as goodwill. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase consideration has been allocated to the assets acquired and liabilities assumed of Abacus based upon management’s preliminary estimate of their fair values, subject to further revision as additional information becomes available and additional analyses are performed. Differences may occur between these preliminary estimates and the final accounting, expected to be completed after the Closing of the Business Combination, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information and the Company’s future results of operations and financial position.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to the transaction accounting required for the Business Combination. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an accurate understanding of the Post-Combination Company upon Closing.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had ERES and the Companies always been combined. You should not

rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had ERES and the Companies always been combined or the future results that the Post-Combination Company will experience.

The Companies are related parties, although they were determined not to be under common control. As such, an adjustment was applied to the statement of operations for the nine months ended September 30, 2022 to remove activity that would be considered intercompany activity and eliminated upon consolidation. This activity represented revenue for Abacus and cost of sales for LMA in the amount of $0.4 million. The Companies did not have any intercompany activity during the year ended December 31, 2021. The Companies have not had any historical relationship with ERES prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the Companies and ERES.

The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of redemptions of Class A Common Stock into cash:

•

Assuming No Redemptions. This presentation assumes:

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No shareholders of Class A Common Stock exercise their redemption rights with respect to their redeemable Class A Common Stock upon Closing. In this scenario, ERES shareholders comprise 2.9 million shares of Class A Common Stock and contribute $28.6 million to the Post-Combination Company, assuming $10.00 per share.

•

Assuming Maximum Contractual Redemptions. This presentation assumes:

•

Shareholders representing 2.9 million shares of Class A Common Stock exercise their redemption rights with respect to their redeemable Class A Common Stock upon Closing, which represents 100% redemptions, for a total redemption price of $28.6 million, assuming that the redemption price is $10.00 per share.

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different.

Unaudited Pro Forma Condensed Combined Balance Sheet

As of September 30, 2022

(in thousands)


	(1) ERES Historical		(2) ERES - January 20 Redemptions			(3) Subtotal (1) + (2)		(4) LMA Historical		(5) Transaction Adjustments Assuming No Redemptions			(6) Pro Forma Combined ERES and LMA Assuming No Redemptions (3) + (4) + (5)		(7) Abacus Historical		(8) Transaction Adjustments - Abacus Acquisition			(9) Pro Forma Combined Assuming No Redemptions (6) + (7) + (8)		(10) Transaction Adjustments Assuming Maximum Redemptions			Pro Forma Combined Assuming Maximum Redemptions (9) + (10)
ASSETS
Current assets
Cash and cash equivalents		1,675					1,675		3,844		28,196	(B)		15,715		919					16,634		(28,196	) (J)		6,438
											(18,000	) (C)											18,000	(K)

Related party receivable		—					—		1,683					1,683		1,272					2,955					2,955
Other receivables		—					—		432					432		—					432					432
Prepaid expenses and other current assets		308					308		8					316		342					658					658

Total current assets		1,983		—			1,983		5,967		10,196			18,146		2,533		—			20,679		(10,196	)		10,483
Property and equipment, net		—					—		20					20		73					93					93
Intangible assets, net		—					—		—					—		169		28,300	(I)		28,469					28,469
Goodwill		—					—		—					—		—		158,062	(I)		158,062					158,062
Operating right-of-use assets		—					—		89					89		357					446					446
Life settlement policies—Investment method		—					—		61,877					61,877		—					61,877					61,877
Life settlement policies—At fair value		—					—		11,063					11,063		—					11,063					11,063
Available-fore-sale securities, at fair value		—					—		500					500		—					500					500
Other investments		—					—		1,250					1,250		—					1,250					1,250
Due from members and affiliates		—					—		—					—		75					75					75
State security deposit		—					—		—					—		206					206					206
Certificate of deposit		—					—		—					—		262					262					262
Other assets		—					—		634					634		29					663					663
Cash and marketable securities held in Trust Account		98,261		(70,065	) (A)		28,196		—		(28,196	) (B)		—		—					—					—

Total assets		100,244		(70,065	)		30,179		81,400		(18,000	)		93,579		3,704		186,362			283,645		(10,196	)		273,449

LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accrued expenses		7,941					7,941		44,104					52,045		553					52,598					52,598
Operating lease liability-current portion		—					—		47					47		225					272					272
Due to members and affiiliates		—					—		2,500					2,500		—					2,500					2,500
Contract liabilities—deposits on pending settlements		—					—		—					—		583					583					583
Other current liabilities		—					—		1,373					1,373		—					1,373					1,373
Income taxes payable		65					65		—					65		—					65					65
Note payable to related party		4,924					4,924		—					4,924		—					4,924					4,924

Total current liabilities		12,930		—			12,930		48,024		—			60,954		1,361		—			62,315		—			62,315


	(1) ERES Historical		(2) ERES - January 20 Redemptions			(3) Subtotal (1) + (2)		(4) LMA Historical		(5) Transaction Adjustments Assuming No Redemptions			(6) Pro Forma Combined ERES and LMA Assuming No Redemptions (3) + (4) + (5)		(7) Abacus Historical		(8) Transaction Adjustments - Abacus Acquisition			(9) Pro Forma Combined Assuming No Redemptions (6) + (7) + (8)		(10) Transaction Adjustments Assuming Maximum Redemptions			Pro Forma Combined Assuming Maximum Redemptions (9) + (10)
Operating lease liability-noncurrent portion		—					—		42					42		132					174					174
Deferred taxliability		—					—		1,167					1,167		—		7,173			8,340					8,340
Long-term debt		—					—		10,028					10,028		—					10,028		18,000	(K)		28,028
Deferred underwriting fee payable		12,075					12,075		—		(12,075	) (C)		—		—					—					—
Forward purchase agreement liability		1,000					1,000		—		(1,000	) (H)		—		—					—					—
Warrant liability		3,661					3,661		—		(2,415	) (G)		1,246		—					1,246					1,246

Total liabilities		29,666		—			29,666		59,261		(15,490	)		73,437		1,493		7,173			82,103		18,000			100,103

Commitments and Contingencies
Class A Common Stock subject to possible redemption		98,059		(70,065	) (A)		27,994		—		(27,994	) (D)		—		—					—					—
Shareholders’ equity (deficit)
Class A common stock / Common units		—					—		50		—	(D)		6		4		(4	) (I)		6		—	(J)		6
											(45	) (E)
											1	(F)
Class B common stock		1					1				(1	) (F)		—
Additional Paid-in Capital		24					24		660		188	(C)		32,326		80		181,320	(I)		213,726		(28,196	) (J)		185,530
											27,994	(D)
											45	(E)
											2,415	(G)
											1,000	(H)