Everest Consolidator Acquisition Corp: debt financing — Sponsor commits to cover tax shortfall; note upsized to $4.5M with extended maturity

On May 10, 2024, the Company and the Sponsor amended and restated the unsecured promissory note issued by the Company to the Sponsor, dated May 7, 2023, as amended by that certain Amended and Restated Promissory Note dated as of December 7, 2023 and as further amended by that certain Second Amended and Restated Promissory Note dated as of March 26, 2024 (the “Third A&R Promissory Note”), to (i) increase the principal amount of the Third A&R Promissory Note that may be drawn upon by the Company up to $4,500,000 and (ii) 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) August 28, 2024.

On May 8, 2024, Everest Consolidator Sponsor, LLC (the “Sponsor”) executed a written commitment (the “Commitment Letter”) to the Company to pay any amount that the Company is unable to pay that is owed by the Company to the Internal Revenue Service with respect to federal income tax obligations or to the Division of Corporations of the State of Delaware with respect to franchise tax obligations, including upon and following a liquidation of the Trust Account, as a result of the Company’s use of the Withdrawn Trust Funds (as defined in the Company’s Form 10-Q/A for the quarter ended September 30, 2023), restricted for payment of such tax liabilities, for general corporate purposes.