MNTN Everest Consolidator Acquisition Corporation

 

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): November 21, 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
Units, each consisting of one share of Class A common stock and one-half of one Warrant		MNTN.U		New York Stock Exchange
Class A Common Stock, par value $0.0001 per share		MNTN		New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share		MNTN WS		New York Stock Exchange

 

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 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 21, 2023, Everest Consolidator Acquisition Corporation (the “Company”) received a notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria set forth in Section 802.01E of the NYSE Listed Company Manual (the “Listing Rule”) since the Company did not file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or before November 20, 2023, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

 

The Notice has no immediate effect on the listing of the Company’s securities on the NYSE. The NYSE informed the Company that, under the NYSE's rules, the Company has six months from the original due date of the Form 10-Q, or until May 20, 2024, to file the Form 10-Q and regain compliance with the Listing Rule. The NYSE further noted that, if the Company fails to file the Form 10-Q, and any subsequent filings, within the six-month period, the NYSE may grant, in its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also noted that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

 

The Company is continuing its efforts to complete the Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Listing Rule.

 

Item 7.01.

Regulation FD Disclosure.

 

On November 28, 2023, the Company issued a press release announcing the receipt of the NYSE Notice. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The foregoing (including Exhibit 99.1) are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor will they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements include statements regarding the anticipated timing of the filing of the Form 10-Q and Company's ability to regain compliance with the continued listing requirements of the NYSE. These statements are based on current expectations as of the date of this press release and are neither promises nor guarantees, but involve a number of risks and uncertainties that may cause actual results to differ significantly, including those factors set forth under the heading “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in the Company’s other filings with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit No.		Description of Exhibits
99.1		Press Release, dated November 28, 2023.
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: November 28, 2023	By:	/s/ Adam Dooley
	Name:	Adam Dooley
	Title:	Chief Executive Officer

 

 

Exhibit 99.1

 

 

 

Everest Consolidator Acquisition Corporation

Receives NYSE Notice Regarding Delayed Form 10-Q Filing

 

November 28, 2023

 

NEWPORT BEACH, CA -- (BUSINESS WIRE) -- Everest Consolidator Acquisition Corporation (the “Company”) today announced that on November 21, 2023 it received a notice (the “Notice”) from the New York Stock Exchange (the "NYSE") indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual (the “Listing Rule”) as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC").

 

The Notice has no immediate effect on the listing of the Company’s securities on the NYSE. The NYSE informed the Company that, under the NYSE's rules, the Company has six months from the original due date of the Form 10-Q, or until May 20, 2024, to file the Form 10-Q and regain compliance with the Listing Rule. The NYSE further noted that, if the Company fails to file the Form 10-Q, and any subsequent filings, within the six-month period, the NYSE may grant, in its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The NYSE Notice also noted that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

 

As previously reported by the Company in its Notification of Late Filing on Form 12b-25 filed with the SEC on November 15, 2023, the Company was unable to file the Form 10-Q within the prescribed period without unreasonable effort or expense because the Company required additional time to address the implications of its use of funds restricted for payment of the Company’s tax liabilities counter to the terms of the Trust Agreement as a result of internal resource constraints and to complete its procedures for finalizing the Form 10-Q.

 

The Company is continuing its efforts to complete the Form 10-Q. The Company intends to file the Form 10-Q as soon as practicable to regain compliance with the Listing Rule.

 

About Everest Consolidator Acquisition Corporation

 

The Company is a blank check company sponsored by an affiliate of Belay Associates, LLC and formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.

 

 

Forward-Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release are forward-looking statements. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements include statements regarding the anticipated timing of the filing of the Form 10-Q and Company's ability to regain compliance with the continued listing requirements of the NYSE. These statements are based on current expectations as of the date of this press release and are neither promises nor guarantees, but involve a number of risks and uncertainties that may cause actual results to differ significantly, including those factors set forth under the heading “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, and in the Company’s other filings with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

 

Investor Contacts:

Katherine Paulson

kpaulson@belayinvest.com

949-610-0835

 

Chris Sullivan

chris@macmillancom.com

212-473-4442

 

 

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Cover	Nov. 21, 2023
Document Information [Line Items]
Document Type	8-K
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Document Period End Date	Nov. 21, 2023
Entity File Number	001-41100
Entity Registrant Name	Everest Consolidator Acquisition Corporation
Entity Central Index Key	0001863719
Entity Tax Identification Number	86-2485792
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4041 MacArthur Blvd
Entity Address, City or Town	Newport Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92660
City Area Code	949
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
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Units, each consisting of one share of Class A common stock and one-half of one Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A common stock and one-half of one Warrant
Trading Symbol	MNTN.U
Security Exchange Name	NYSE
Class A Common Stock, par value $0.0001 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	MNTN
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
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Security Exchange Name	NYSE

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