MNTN Everest Consolidator Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 13, 2023 (December 7, 2023)

 

Everest Consolidator Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-41100		86-2485792
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
4041 MacArthur Blvd Newport Beach, California				92660
(Address of Principal Executive Offices)				(Zip Code)

 

(949) 610-0835

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one Warrant		MNTN.U		New York Stock Exchange
Class A common stock, par value $0.0001 per share		MNTN		New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		MNTN WS		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 1.01.

Entry into a Material Definitive Agreement.

 

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On December 7, 2023, Everest Consolidator Acquisition Corporation. (the "Company") and Everest Consolidator Sponsor, LLC (the “Sponsor”) amended and restated the unsecured promissory note issued by the Company to the Sponsor, dated May 7, 2023 (the “A&R Promissory Note”), to, among other things, (i) increase the principal amount of the A&R Promissory Note that may be drawn upon by the Company up to $3,500,000, (ii) amend the rate at which interest accrues on the A&R Promissory Note to be (a) 6.0% for any principal amount drawn down up to $1,500,00 and (b) 18.0% for any principal amount drawn down greater than $1,500,000 and (iii) amend the maturity date to the earlier of (x) the closing of the Company’s business combination pursuant to that certain Business Combination Agreement, dated May 19, 2023, by and among the Company and the parties thereto or (y) February 28, 2024.

 

The A&R Promissory Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the A&R Promissory Note.

 

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description of Exhibits
10.1		Amended and Restated Promissory Note, dated December 7, 2023, issued by Everest Consolidator Acquisition Corporation to Everest Consolidator Sponsor, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Everest Consolidator Acquisition Corporation
Date: December 13, 2023	By:	/s/ Adam Dooley
	Name:	Adam Dooley
	Title:	Chief Executive Officer

 

Exhibit 10.1

 

THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

 

AMENDED AND RESTATED PROMISSORY NOTE

 

Dated as of December 7, 2023

 

WHEREAS, on May 7, 2023, Everest Consolidator Acquisition Corporation, a Delaware corporation, (“Maker”), issued that certain Promissory Note (the “Original Note”) to Everest Consolidator Sponsor, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”); and

 

WHEREAS, Maker and Payee desire to amend and restate in its entirety the Original Note on the terms and conditions provided in this Note.

 

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the existence and sufficiency of which is expressly recognized by each of the parties hereto, the parties agree as follows:

 

Maker promises to pay to the order of Payee, or order, up to the principal sum of Three Million Five Hundred Thousand Dollars ($3,500,000) (the “Maximum Principal Amount”) or such lesser amount as shall have been advanced from Payee to Maker in any number of disbursements (such advanced amounts the “Outstanding Principal”) and shall remain unpaid under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1.Principal. The entire unpaid principal balance of any Outstanding Principal plus accrued Interest (as defined below) shall be payable on the earlier of: (i) the date on which Maker consummates the Business Combination (as defined below) or (ii) February 28, 2024 (such earlier date, the “Maturity Date”). The Outstanding Principal balance and any accrued Interest (together, the “Outstanding Balance”) may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder.

 

2.Drawdown Requests. Maker and Payee agree that Maker may request, from time to time, up to the Maximum Principal Amount in drawdowns under this Note to be used for costs and expenses related to Maker’s diligence and completion of the business combination contemplated by that certain Business Combination Agreement, dated May 19, 2023, by and among Payee and the parties thereto (the “Business Combination”). Principal of this Note may be drawn down from time to time prior to the Maturity Date upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than One Thousand Dollars ($1,000). Payee shall fund each Drawdown Request no later than three (3) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns outstanding under this Note at any time may not exceed the Maximum Principal Amount. Notwithstanding the foregoing, Payee shall have the right, in its sole discretion, to deny any Drawdown Request received from Maker. Payee shall provide written notice to Maker of its determination not to fund a Drawdown Request no later than one (1) business day after receipt of a Drawdown Request; provided, however, that failure to provide such notice shall not constitute a waiver of Payee’s right to deny funding such Drawdown Request. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker, other than any Interest accrued pursuant to Section 3 hereof.

 

3.Interest. Any Outstanding Principal shall accrue interest (i) at the flat rate of 6.0% for any Outstanding Principal up to $1,500,000 (the “Initial Interest”) and (ii) at the flat rate of 18.0% for any further Outstanding Principal drawn down by Maker thereafter (the “Additional Interest” and, together with the Initial Interest, the “Interest”). The entire unpaid principal balance of any Outstanding Balances shall be payable on the Maturity Date. The total repayment amount shall not exceed the Maximum Principal Amount, plus any accrued Interest.

 

 

For example, if $1,000,000 is drawn down by Maker, the total amount of Outstanding Balance to be repaid on the Maturity Date shall be $1,060,000, and if $2,000,000 is drawn down by Maker, the total amount of Outstanding Balance to be repaid on the Maturity Date shall be $2,180,000, irrespective of the duration of borrowing, provided that it is repaid by the Maturity Date.

 

4.Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account in which the proceeds of the initial public offering conducted by Maker (the “IPO”) (including the deferred underwriters discounts and commissions) and the proceeds of the sale of warrants redeemable for shares of Class A common stock, $0.0001par value, of Maker in connection with the IPO were deposited, as described in greater detail in the registration statement and prospectus filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.

 

5.Outstanding Drawdowns. Any Outstanding Principal drawn down by Maker prior to the date hereof shall not constitute an event of default under the Note so long as such drawdowns do not conflict with the terms hereof.

 

4.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to conflict of law provisions thereof.

 

5.Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

 

6.Counterparts. This Amendment may be executed in one or more counterparts, which, when taken together, shall be deemed to be one and the same instrument.

 

7.Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

[Remainder of this page intentionally left blank]

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective duly authorized officers as of the date first above written.

 

​	PAYEE:
​	​
​	EVEREST CONSOLIDATOR SPONSOR, LLC
​	​
​	By:	/s/ Adam Dooley
​	Name:	Adam Dooley
​	Title:	Managing Member

 

​	MAKER:
​	​
​	EVEREST CONSOLIDATOR ACQUISITION CORPORATION
​	​
​	By:	/s/ Adam Dooley
​	Name:	Adam Dooley
​	Title:	Chief Executive Officer

 

 

v3.23.3

Cover	Dec. 07, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 07, 2023
Entity File Number	001-41100
Entity Registrant Name	Everest Consolidator Acquisition Corporation
Entity Central Index Key	0001863719
Entity Tax Identification Number	86-2485792
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4041 MacArthur Blvd
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	949
Local Phone Number	610-0835
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A common stock and one-half of one Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one Warrant
Trading Symbol	MNTN.U
Security Exchange Name	NYSE
Class A Common Stock, par value $0.0001 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	MNTN
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol	MNTN WS
Security Exchange Name	NYSE

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