8-K
filed August 25, 2023, 7:59 PM ET
CIK 0001863719
other material
confidence high
sentiment neutral
materiality 0.70
Everest Consolidator SPAC extends business combination deadline to Feb 2024; 22% of public shares redeemed
Everest Consolidator Acquisition Corp
- Shareholders approved extending the Combination Period by up to six monthly periods to February 28, 2024.
- For each one-month extension, company must deposit the lesser of $280,000 or $0.035 per outstanding public share.
- Stockholders redeemed 3,825,869 public shares (22.18% of outstanding public shares) for a pro rata trust distribution.
- Charter amendment eliminated the $5,000,001 net tangible assets limitation on redemptions.
- Extension allows more time to complete the proposed business combination with Unifund Financial Technologies.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Everest Consolidator Acquisition Corp: Stockholders approved and the Company filed an amendment to the Charter (Extension Amendment) to extend the Combination Period up to six additional months to February 28, 2024, and to eliminate the Redemption Limitation that had restricted redemptions to maintain net tangible assets above $5,000,001 (effective 2023-08-24).
- Change
- charter amendment
- Effective
- 2023-08-24
Exact text from the filing
On August 24, 2023, to effectuate the Extension and the Redemption Limitation Amendment, the Company filed an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (as amended, the “Charter”) with the Secretary of State of the State of Delaware.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Everest Consolidator Acquisition Corp amended Investment Management Trust Agreement with Equiniti Trust LLC (effective 2023-08-25).
- Action
- amendment
- Counterparty
- Equiniti Trust LLC
- Effective
- 2023-08-25
Exact text from the filing
the Company entered into an amendment to the Investment Management Trust Agreement, dated as of November 23, 2021 (the “Trust Agreement”), with Equiniti Trust LLC (f/k/a American Stock Transfer & Trust Company, LLC) on August 25, 2023 (the “Trust Amendment”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Everest Consolidator Acquisition Corp shareholders approved To amend the Company’s Charter to eliminate the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 at the 2023-08-24 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-24
Exact text from the filing
The Redemption Limitation Amendment Proposal – To amend (the “Redemption Limitation Amendment”) the Company’s Charter to eliminate from the Charter the limitation that the Company shall not redeem public shares to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation”). The Redemption Limitation Amendment would allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment Proposal” and together with Extension Amendment Proposal, the “Extension Proposals”). For Against Abstain 18,115,107 257,816 100
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Everest Consolidator Acquisition Corp shareholders approved To approve the adoption of the Trust Amendment to the Trust Agreement, to allow the Company to extend the Combination Period up to an additional six times for one month each time from August 28, 2023 to February 28, 2024 at the 2023-08-24 meeting.
- Outcome
- passed
- Meeting
- 2023-08-24
Exact text from the filing
The Trust Amendment Proposal – To approve the adoption of the Trust Amendment to the Trust Agreement, to allow the Company to extend the Combination Period up to an additional six (6) times for one (1) month each time from August 28, 2023 to February 28, 2024, the Extended Date, by depositing into the Company’s trust account, for each one-month extension, the Extension Payment for each then-outstanding share of the Company’s Public Shares after giving effect to the redemption of the Public Shares for the redemption price (the “Trust Amendment Proposal”). For Against Abstain 18,097,828 257,815 100
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Everest Consolidator Acquisition Corp shareholders approved To amend the Company’s Charter to provide the Company’s board of directors with the right to extend the Combination Period up to an additional six times for one month each time, from August 28, 2023 to February 28, 2024 at the 2023-08-24 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-08-24
Exact text from the filing
The Extension Amendment Proposal – To amend the Company’s Charter to provide the Company’s board of directors with the right to extend (the “Extension”) the Combination Period up to an additional six (6) times for one (1) month each time, from August 28, 2023 to February 28, 2024 (as extended, the “Extended Date”) (i.e., for a period of time ending 27 months after the consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”). For Against Abstain 18,097,816 257,815 112
View on SEC.gov
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