Item 1.01 Entry into a Material Definitive Agreement
On January 23, 2023, East Resources Acquisition Company, a Delaware corporation
(the "Company"), issued a promissory note (the "Note") in the principal amount
of up to $565,497.31 to East Sponsor, LLC, a Delaware limited liability company
(the "Sponsor"), pursuant to which the Sponsor agreed to loan the Company up to
$565,497.31 in connection with the extension of the Company's time to consummate
a business combination from January 27, 2023 to July 27, 2023.
As further described in Item 5.03 of this Current Report on Form 8-K, on January
23, 2023, the Sponsor deposited $94,249.55 of such funds into the Company's
trust account (the "Trust Account"), which amount will be included in the pro
rata amount distributed to (i) holders of shares of the Company's Class A common
stock, par value $0.0001 per share ("Class A Common Stock"), upon the Company's
liquidation or (ii) holders of shares of Class A Common Stock who elect to have
their shares redeemed in connection with the consummation of the Company's
initial business combination.
The Note bears no interest and is repayable in full upon the earlier of (a) the
date of the consummation of the Company's initial business combination, or (b)
the date of the liquidation of the Company.
The foregoing description is qualified in its entirety by reference to the Note,
a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-balance Sheet Arrangement of a Registrant
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference in this Item 2.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 23, 2023, the Company filed an amendment (the "Second Extension
Amendment") to the Company's Amended and Restated Certificate of Incorporation
(the "A&R Charter") with the Secretary of State of the State of Delaware. The
Second Extension Amendment extends the date by which the Company must consummate
its initial business combination from January 27, 2023 to July 27, 2023.
Pursuant to the Second Extension Amendment, on January 23, 2023, the Sponsor
deposited $94,249.55 (or $0.033 per share of Class A Common Stock that was not
redeemed in connection with the Special Meeting (as defined below)) into the
Trust Account on behalf of the Company and thereby extended the period the
Company has to complete an initial business combination from January 27, 2023 to
February 27, 2023. In order to further extend the period the Company has to
complete an initial business combination beyond February 27, 2023, an additional
$94,249.55 (or $0.033 per share of Class A Common Stock that was not redeemed in
connection with the Special Meeting) must be deposited into the Trust Account
commencing on February 27, 2023 and on the 27th of each subsequent month, or
portion thereof, that the Company requires to complete a business combination
from January 27, 2023 until July 27, 2023.
The Sponsor or its designees will have the sole discretion whether to continue
extending for additional calendar months until July 27, 2023, and if the Sponsor
determines not to continue extending for additional calendar months, no
additional funds will be deposited into the Company's Trust Account.
The foregoing description is qualified in its entirety by reference to the
Second Extension Amendment, a copy of which is attached as Exhibit 3.1 hereto
and is incorporated herein by reference.
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Item 5.07 Submission of Matters to a Vote of Security Holders
On January 20, 2023, the Company convened a special meeting of stockholders (the
"Special Meeting"). As of the close of business on December 16, 2022, the record
date for the Special Meeting, there was an aggregate of 18,343,972 shares of
common stock outstanding (consisting of 9,718,972 shares of Class A Common Stock
and 8,625,000 shares of the Company's Class B common stock, par value $0.0001
per share ("Class B Common Stock" and, together with the Class A Common Stock,
the "Common Stock"), each of which was entitled to one vote with respect to the
Second Extension Amendment Proposal (as defined below). A total of 16,557,147
shares of Common Stock, representing approximately 90.26% of the outstanding
shares of Common Stock entitled to vote at the Special Meeting, were present in
person or by proxy, constituting a quorum. The proposal listed below is
described in more detail in the Company's definitive proxy statement, which was
filed with the Securities and Exchange Commission on December 30, 2022. The
stockholders of the Company voted on a proposal to amend the A&R Charter to
extend the date by which the Company must consummate a business combination (the
"Second Extension Amendment Proposal"). A summary of the voting results at the
Special Meeting is set forth below:
The Second Extension Amendment Proposal - To approve and amend the A&R Charter
to extend the date by which the Company must consummate a business combination
from January 27, 2023 to July 27, 2023.
For Against Abstain
15,840,829 707,122 9,196
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 $70,070,464.25 (approximately $10.21 per
share) will be removed from the Trust Account to pay such redeeming holders.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description of Exhibits
3.1 Amendment to the Amended and Restated Certificate of Incorporation
of the Company.
10.1 Promissory Note issued to the Sponsor.
99.1 Press Release dated January 23, 2023
104 Cover Page Interactive Data File (embedded within Inline XBRL
document)
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