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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): August 1, 2024

 

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 ☒

 

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 8.01.Other Events.

 

As previously disclosed in the definitive proxy statement filed by Everest Consolidator Acquisition Corporation (the “Company”) on November 18, 2024, DLA, LLC (“DLA”) filed a lawsuit against Equiniti Trust Company, LLC (the “Trustee”) for unpaid accounting fees in connection with the services DLA provided in the business combination between the Company and Unifund Holdings, LLC that was terminated in October 2024.

 

In connection with this litigation (Supreme Court of New York, County of New York, Index No. 655723/2024), the court, on November 1, 2024, entered a temporary injunction order which restrained the Trustee from distributing from the trust account established by the Company in connection with its initial public offering (the “Trust Account”) amounts that would leave the balance of such account below the approximately $3 million that DLA alleges it is owed.

 

As previously disclosed, DLA also threatened to pursue legal action against the Company and Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the “Sponsor”) if the Company or the Trustee did not pay such allegedly owed fees.

 

On November 20, 2024, DLA filed a lawsuit against the Company and the Sponsor in Superior Court of New Jersey (Law Division: Essex County, Docket No. ESX-L-D008097-24) for such allegedly owed fees.

 

On December 3, 2024, the New Jersey court granted a preliminary injunction.

 

While the Company continues to believe DLA’s allegations are baseless and that DLA has no valid claim against the funds in the Trust Account, due to the injunctions, the Trustee is unable to process redemption requests and the Company is currently unable to instruct the Trustee to process redemption requests.

 

At this time, the Company cannot predict the ultimate dispositions of these litigations. 

 

 1 

 

 

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: December 26, 2024 By:

/s/ Adam Dooley

  Name:  Adam Dooley
  Title: Chief Executive Officer

 

 2 

 

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Cover
Aug. 01, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 01, 2024
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)
Local Phone Number 610-0835
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Class A common stock and one-half of one Warrant  
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  
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  
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
Trading Symbol MNTN WS
Security Exchange Name NYSE
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