---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-060088"
form_type: "8-K"
ticker: null
cik: "0001863719"
company_name: "Everest Consolidator Acquisition Corp"
filed_at: "2024-05-13T23:59:59+00:00"
generated_at: "2026-06-02T02:46:52.539119+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Sponsor commits to cover tax shortfall; note upsized to $4.5M with extended maturity

## Summary
- Sponsor to pay unpaid IRS and Delaware franchise tax liabilities caused by use of withdrawn trust funds for general corporate purposes.
- Third A&R Promissory Note increases maximum principal to $4.5M; maturity extended to earlier of business combination close or Aug 28, 2024.
- Interest: 6% flat on first $1.5M drawn, 18% flat on any additional draws; trust account claims waived.
- Funds support costs related to pending business combination with Unifund Financial Technologies.

## SEC filing metadata
- accession: 0001104659-24-060088
- form_type: 8-K
- cik: 0001863719
- company_name: Everest Consolidator Acquisition Corp
- filed_at: 2024-05-13T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1863719/000110465924060088/0001104659-24-060088-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1863719/000110465924060088/tm2414163d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-060088
- JSON: https://secwatch.observer/filing/0001104659-24-060088.json
- Plain text: https://secwatch.observer/filing/0001104659-24-060088.txt

## Key facts
- Debt Financings
  Everest Consolidator Acquisition Corp amended loan of up to $4,500,000 with Everest Consolidator Sponsor, LLC maturing 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 t.
  - Instrument: loan
  - Principal: up to $4,500,000
  - Counterparty: Everest Consolidator Sponsor, LLC
  - Maturity: 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 t
  - Event: amendment
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1863719/000110465924060088/0001104659-24-060088-index.htm
- Material Agreements
  Everest Consolidator Acquisition Corp entered into Commitment Letter with Everest Consolidator Sponsor, LLC (effective 2024-05-08).
  - Action: entry
  - Counterparty: Everest Consolidator Sponsor, LLC
  - Effective: 2024-05-08
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1863719/000110465924060088/0001104659-24-060088-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.