United States securities and exchange commission logo
January 25, 2023
Terence Pegula
Chief Executive Officer
East Resources Acquisition Company
7777 NW Beacon Square Boulevard
Boca Raton, FL 33487
Re: East Resources
Acquisition Company
Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed January 18,
2023
File No. 001-39403
Dear Terence Pegula:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement filed January 18, 2023
ERESs Directors and Executive Officers and the Sponsor and its
Affiliates Have Financial
Interests in the Business Combination, page 7
1. Refer to your response
to comment 3. Please quantify the aggregate dollar amount the
sponsor and its
affiliates have at risk that depends on the completion of a business
combination. Provide
similar disclosure for your officers and directors if material.
Adjustments and Assumptions to the Unaudited Pro Forma Condensed
Combined Statement of
Operations, page 76
2. Please refer to comment
5. It appears that the Restriction Agreement attached as Annex I
has not been executed
since it is not dated or signed. Please revise to attach a signed
agreement if it has
been executed. Additionally, please ensure you also attach a signed
agreement related to
the 913,984 shares which will be issued and outstanding at the
closing, as noted in
your response, since these shares do not appear to be included in the
Terence Pegula
East Resources Acquisition Company
January 25, 2023
Page 2
agreement currently attached as Annex I.
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Nine
Months
Ended September 30, 2022 and 2021, page F-83
3. Please refer to comment 17. Please revise the Statement of Cash Flows to
ensure the
amount presented in Change in fair value of life insurance policies
(held using fair value
method) agrees to the amount presented in the same line item in the
Income Statement on
page F-81, or tell us why the amounts should not agree.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact John Spitz at (202) 551-3484 or Michael Volley at (202)
551-3437 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Robert Arzonetti at (202) 551-8819 or J. Nolan McWilliams, Acting Legal
Branch
Chief, at (202) 551-3217 with any other questions.
Sincerely,
FirstName LastNameTerence Pegula
Division of
Corporation Finance
Comapany NameEast Resources Acquisition Company
Office of Finance
January 25, 2023 Page 2
cc: Daniel J. Harrist, Esq.
FirstName LastName