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): July 14, 2023 (May 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 | ||
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 May 7, 2023, Everest Consolidator Acquisition Corporation. (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of up to $1,500,000 to Everest Consolidator Sponsor, LLC (the "Sponsor"). The Note obliges the Company to repay the total amount drawn, together with accrued interest at the rate of 6% on the total amount drawn (the “Interest”), provided that the total repayment amount shall not exceed $1,500,000 plus the applicable Interest. The Note is repayable in full on the earlier of December 31, 2023 or the consummation of the Company's initial business combination.
The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The 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 Note.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description of Exhibits | |
| 10.1 | Promissory Note, dated May 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: July 14, 2023 | By: | /s/ Adam Dooley |
| Name: | Adam Dooley | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
PROMISSORY NOTE
THIS AGREEMENT is entered into this 7th day of May 2023 (the "Effective Date"), by and among Everest Consolidator Sponsor, LLC, a limited liability company (hereinafter referred to as the "Transferor"), and Everest Consolidator Acquisition Corporation, a corporation (hereinafter referred to as the "Transferee").
RECITALS:
WHEREAS, the Transferor desires to provide a working capital loan to the Transferee, with the loaned amount to be repaid upon the successful completion of a business combination by the Transferee; and
WHEREAS, the Transferee agrees to repay the loan at a 6% rate of the total amount drawn, not to exceed $1,500,000;
NOW, THEREFORE, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1. LOAN AMOUNT: The Transferor hereby transfers to the Transferee a working capital loan (the "Loan") in an amount of up to $1,500,000 (the "Loan Amount").
2. REPAYMENT: The Transferee agrees to repay the Loan in full, together with accrued interest at the rate of 6% on the total amount drawn from the Loan (the "Interest"), at the time the Transferee completes its business combination. The total repayment amount shall not exceed $1,500,000 plus the applicable Interest.
For example, if $1,000,000 is drawn from the Loan, the total amount to be repaid at the time of a business combination would be $1,060,000, irrespective of the duration of the Loan, provided that it is repaid by the earlier of December 31, 2023, or a business combination.
4. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware.
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.
(signature page follows)
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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.
| TRANSFEROR: | ||
| EVEREST CONSOLIDATOR SPONSOR, LLC | ||
| By: | /s/ Adam Dooley | |
| Name: | Adam Dooley | |
| Title: | Managing Member | |
| TRANSFEREE: | ||
| EVEREST CONSOLIDATOR ACQUISITION CORPORATION | ||
| By: | /s/ Adam Dooley | |
| Name: | Adam Dooley | |
| Title: | Chief Executive Officer | |
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