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November 10, 2022
Terence Pegula
Chief Executive Officer
East Resources Acquisition Company
7777 NW Beacon Square Boulevard
Boca Raton, FL 33487
Re:East Resources Acquisition Company
Preliminary Proxy Statement on Schedule 14A
Filed October 14, 2022
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.
Preliminary Proxy Statement on Schedule 14A
Basis of Presentation and Glossary, page iv
1.Please tell us and revise to disclose if there is a PIPE Investment that will occur with the
business combination as we note references to a PIPE Investment Amount in the
“aggregate transaction proceeds” definition as well as other references throughout the
filing and also in Exhibit A to your Agreement and Plan of Merger in Annex A.
2.Please revise to include “units” and “ERES units” in the glossary.
What Equity Stake Will Current ERES Stockholders, the Initial Stockholder, and the Company
Members Hold in ERES following the Closing?, page viii
3.Please revise your disclosure to show the potential impact of redemptions on the per share
value of the shares owned by non-redeeming shareholders by including a sensitivity
analysis showing a range of redemption scenarios, including minimum, maximum and

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East Resources Acquisition Company
November 10, 2022
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interim redemption levels. Please also make conforming changes on page 2 to the section
entitled "Ownership of the Post-Combination Company."
4.Please quantify the value of warrants, based on recent trading prices, that may be retained
by redeeming stockholders assuming maximum redemptions and identify any material
resulting risks.
Questions and Answers
What Happens to the Funds Deposited in the Trust Account After Consummation of the Business
Combination?, page xiv
5.You disclose that $345,000,000 was raised in the IPO but that only $97,939,800.60
remained in the trust fund because "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." Please
revise the disclosure to include additional information regarding the redemption of
71.83% of the outstanding public shares.
Summary, page 1
6.Please revise to provide organizational charts for both the pre-business and post-business
combinations, including all entities and corresponding ownership percentages.
Risk Factors
Life settlements in which we invest are not currently regulated under the federal securities laws,
page 31
7.You state that you intend that all purchases and sales of life insurance policies by you will
comply with all applicable federal and state securities laws. Please briefly describe the
process undertaken to ensure such compliance.
There have been lawsuits in various states questioning whether a purchaser of a life insurance
policy, page 34
8.Please revise to disclose the carrying value of STOLI policies held at each period end
presented.
We Have Identified Material Weaknesses In Our Internal Control Over Financial Reporting,
page 38
9.Please revise to clarify which company identified the material weakness and more
comprehensively describe your current plans or actions already undertaken for
remediating each identified material weakness.

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 Comapany NameEast Resources Acquisition Company
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East Resources Acquisition Company
November 10, 2022
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ERES stockholders will have a reduced ownership and voting interest after the Business
Combination, page 43
10.Please disclose all possible sources and extent of dilution that shareholders who elect not
to redeem their shares may experience in connection with the business combination.
Provide disclosure of the impact of each significant source of dilution, including the
amount of equity held by founders, the note extension agreement, the forward purchase
agreement, convertible securities, including warrants retained by redeeming shareholders,
at each of the redemption levels detailed in your sensitivity analysis, including any needed
assumptions.
ERES directors and officers may have interests in the Business Combination different from the
interests of ERES stockholders, page 45
11.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.  Please also
disclose the current balance of the Extension Note.
Accounting for the Business Combination, page 59
12.We note your disclosure that LMA was determined to be the accounting acquirer.  Please
tell us the specific key facts and circumstances related to ERES, LMA and Abacus and
how you applied the guidance in ASC 805-10-55-10 through 55-13 in making your
determination.
13.Based on the Agreement and Plan of Merger, it appears that all of the mergers occur
simultaneously.  Please tell us how you determined to account for the reverse
recapitalization of ERES by LMA first followed by the forward acquisition of Abacus.

Basis of Pro Forma Presentation, page 59
14.We note disclosure that the “Companies,” which include Abacus and LMA, are related
parties although they were determined not to be under common control.  Please tell us
how you determined Abacus and LMA are not entities under common control.
 Specifically tell us who controls Abacus and LMA and how you determined this.  Please
refer to ASC 805-50 for guidance.
15.To more clearly show the impact of the business combination agreement as explained on
page 59 and the July 25 redemptions, please revise your pro forma financial information
to present the reverse recapitalization transaction of ERES by LMA separately from the
Abacus purchase acquisition. The presentation could include the following information:
•historical financial statements of ERES,

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East Resources Acquisition Company
November 10, 2022
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•impact of the July 25 redemptions,
•subtotal,
•historical financial statements of LMA,
•transaction accounting adjustments for the reverse recapitalization assuming no
redemptions,
•pro forma combined ERES and LMA assuming no redemptions,
•historical financial statement of Abacus,
•transaction accounting adjustments for the acquisition of Abacus,
•pro forma combined assuming no redemptions,
•additional pro forma transaction accounting adjustments assuming maximum
redemptions, and
•pro forma combined assuming maximum redemptions.
16.Please tell us how you considered whether to present the settlement of the forward
purchase agreement upon the closing of the business combination discussed on pages 118
and F-19 in the pro forma financial information.  Additionally, please tell us and revise to
discuss why the shares related to this agreement are not included in your disclosures of the
ownership of the post-combination company such as those provided on page 2.
Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Balance Sheet
as of June 30, 2022, page 65
17.Please tell us how you determined “consideration conveyed” of $181.4 million related to
the Abacus acquisition.  Specifically tell us how you allocated the $531.8 million of
aggregate merger consideration issued to the holders of company interests of LMA and
Abacus and ensure that the amount allocated to LMA is clearly presented in your pro
forma financial information and notes.
18.Please tell us and revise to explain your disclosure in pro forma adjustment (B) and on
page 77 that you do not expect to pay the $12.1 million in deferred underwriting fees due
upon closing.  Please include in your response consideration of the disclosure on page F-
35 that the underwriters have agreed to waive their rights to deferred underwriting
commission in the event ERES does not complete a business combination within the
Combination Period, which is defined as January 27, 2023.
19.Please tell us and revise to explain how you determined the allocation of $18 million of
transaction costs between Retained Earnings and Additional Paid-in Capital for pro forma
adjustment (D).
20.Please tell us and revise to disclose in more detail the key terms and conditions related to
the issuance of 49.5 million in Class A shares to the Company Members at the closing of
the transaction discussed in pro forma adjustment (F).

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 Comapany NameEast Resources Acquisition Company
 November 10, 2022 Page 5
 FirstName LastName
Terence Pegula
East Resources Acquisition Company
November 10, 2022
Page 5
Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of
Operations for the Six Months Ended June 30, 2022, page 67
21.Please tell us and revise to explain in further detail your pro forma adjustment (DD).
Please discuss the specific changes in terms that results in the reclassification of these
warrants from liability to equity and how you determined only a partial adjustment of $5.4
million instead of the $8.2 million reflected in ERES historical financial statements for the
six-months ended June 30, 2022. Similarly, please also explain adjustment (LL) presented
on page 64.
22.Please tell us and revise to disclose in more detail the key terms and conditions related to
the recurring compensation expense due to a non-pro-rata distribution to one of the
existing owners of the Company as presented in your pro forma adjustments (FF) and
(NN). Please also consider including this employee agreement as an exhibit to your filing.
Certain Engagements in Connection with the Business Combination and Related Transactions,
page 77
23.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. It also appears that you do not expected to pay the $12.075 million deferred
underwriting fee to Wells Fargo. Please disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
24.We note that Wells Fargo Securities, LLC provided underwriting services during the
SPAC's IPO and part of the IPO underwriting fee was deferred and conditioned on
completion of a business combination. Please discuss why you do not currently expect to
pay the $12.075 million deferred underwriting fee.
Information About ERES
Redemption Rights for Holders of Public Shares, page 96
25.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement. Please update and make
conforming changes where needed.
Management of ERES, page 104
26.For any director or person nominated or chosen to become a director, please indicate any
other directorships held, including any other directorships held during the past five years.
Refer to Item 401(e) of Regulation S-K.
Conflicts of Interest, page 111
27.Please highlight here all material interests in the transaction held by the sponsor and your
officers and directors, including fiduciary or contractual obligations to other entities as

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well as any interest in, or affiliation with, the target company. In addition, please clarify
how the board considered those conflicts in negotiating and recommending the business
combination.
28.Please address whether the waiver of the corporate opportunities doctrine in your charter
impacted your search for an acquisition target.
Security Ownership of Certain Beneficial Owners and Management of ERES and the Post-
Combination Company, page 121
29.Please disclose the sponsor and its affiliates' total potential ownership interest in the
combined company, assuming exercise of all securities.
Information About the Companies, page 123
30.Please clarify that the information provided in this section relates to both LMA and
Abacus as a combined company. For example, revise the title of this section to
“Information about the Post-Combination Company Following the Business
Combination.”
Abacus Overview, page 123
31.Please expand your disclosure in this section for both target companies regarding any
guidelines used in seeking to purchase policies. If the target companies have not
established any guidelines, please add a risk factor to this effect and disclose this fact in
appropriate places throughout the proxy statement.
32.Please quantify the amount of funds that will be needed by the post-Combination
company to operate your business in the next 12 months and effectively compete in
your industry.
33.Please substantiate, or with respect to beliefs, characterize as such and discuss your
reasonable basis for the belief, the following statements in this section:
•that "Abacus is a leading vertically integrated alternative asset manager" that “[you]
are currently a leader in the life settlements industry, with approximately a 20%
market share and a proven track record of growth and strong asset returns” on page
123.  Also briefly explain in what way you are “leading” or “a leader”;
•that Abacus Settlements, LLC has "helped thousands of clients maximize the value of
their life insurance” on page 123;
•that “[you] acquired 238 policies with a 12% projected annual return" on page 124;
•that “90% of senior citizens who let policies lapse would have considered this
alternative once made aware" on page 125;
•that "[o]n average, life settlements companies pay sellers nearly eight times more
than the current cash value of a policy" on page 125;
•that "diversification . . . across multiple origination channels creates a lower average
policy acquisition cost and higher estimated returns" on page 126;
•that you anticipate InsurTech "being a leading blockchain tertiary trading, servicing,

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and valuation platform" page 129;
•that “[y]our hold portfolio has the prospect to generate a higher estimated annual
return than our traded portfolio” on page 130.  Also quantify the higher capital base
referenced here; and
•that “[y]our track record shows [y]our ability to operate and generate highly attractive
returns" on page 131.
34.Please expand your disclosure in this section for both target companies regarding any
guidelines used in seeking to purchase policies. If the target companies have not
established any guidelines, please add a risk factor to this effect and disclose this fact in
appropriate places throughout the proxy statement.
Proprietary Technology Platforms Support Our Business, page 128
35.Please revise to provide additional information related to Abacusmarketplace.com,