8-K
filed February 27, 2024, 6:59 PM ET
CIK 0001863719
other material
confidence high
sentiment negative
materiality 0.75
Everest Consolidator permits Unifund to pursue strategic alternatives; 45% of public shares redeemed
Everest Consolidator Acquisition Corp
- Waiver and Consent allows Unifund to explore sale or financing transactions, and acknowledges BCA deadline of Dec 31, 2023 passed.
- Stockholders approved extending business combination deadline up to Aug 28, 2024 via monthly deposits of $150k or $0.03 per share.
- 6,032,023 Public Shares (44.9% of outstanding) redeemed for ~$67.4M ($11.17/share); 7,392,108 Public Shares remain.
- Sponsor and SPAC waive past and future BCA breaches by Unifund related to strategic transactions.
- Unifund may terminate the BCA at any time without paying the termination fee, per Section 12.1(g)(ii).
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 0.9
Everest Consolidator Acquisition Corp: Amended charter to extend the combination period from February 28, 2024 to August 28, 2024, allowing up to six additional monthly extensions (effective 2024-02-26).
- Change
- charter amendment
- Effective
- 2024-02-26
Exact text from the filing
On February 26, 2024, to effectuate the Extension 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 entered into Waiver and Consent to Business Combination Agreement and Plan of Merger with Unifund Holdings, LLC (effective 2024-02-25).
- Action
- entry
- Agreement
- merger
- Counterparty
- Unifund Holdings, LLC
- Effective
- 2024-02-25
Exact text from the filing
On February 25, 2024, the Company, Sponsor and Holdings entered into a Waiver and Consent to Business Combination Agreement and Plan of Merger (the "Waiver and Consent").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Everest Consolidator Acquisition Corp entered into Trust Amendment with American Stock Transfer & Trust Company, LLC (effective 2024-02-26).
- Action
- entry
- Counterparty
- American Stock Transfer & Trust Company, LLC
- Effective
- 2024-02-26
Exact text from the filing
The Company entered into a second amendment to the Investment Management Trust Agreement, dated as of November 23, 2021, as amended by the First Amendment to the Investment Trust Agreement, dated August 25, 2023 (the "Trust Agreement"), with American Stock Transfer & Trust Company, LLC, on February 26, 2024 (the "Trust Amendment").
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
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 February 28, 2024 to August 28, 2024, by depositing into the Company’s trust account, for each one-month extension, at the 2024-02-26 meeting.
- Outcome
- passed
- Meeting
- 2024-02-26
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 February 28, 2024 to August 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” and, together with the Extension Amendment Proposal, the “Extension Proposals”). For Against Abstain 14,438,137 60,929 0
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
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 February 28, 2024 to August 28, 2024 at the 2024-02-26 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-02-26
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 February 28, 2024 to August 28, 2024 (as extended, the “Extended Date”) (i.e., for a period of time ending 33 months after the consummation of its initial public offering (the “IPO”)) (the “Extension Amendment Proposal”). For Against Abstain 14,438,137 60,929 0
View on SEC.gov
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