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 6 22, 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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Holders

~~Resignation~~On November 22, 2024, Everest Consolidator Acquisition Corporation (the “Company”) convened a special meeting of ~~Director~~stockholders (the “Special Meeting”). As of the close of business on November 7, 2024, the record date for the Special Meeting, there was an aggregate of 7,158,254 shares of the Company’s common stock outstanding (consisting of 2,845,754 shares of the Company’s Class A common stock, par value $0.0001 per share, issued in the IPO (the “Public Shares”) and 4,312,500 shares of the Company’s Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Public Shares, the “Common Stock”)), each of which was entitled to one vote with respect to the proposals presented at the Special Meeting. A total of 6,297,313 shares of Common Stock, representing approximately 87.97% of the outstanding shares of Common Stock entitled to vote at the Special Meeting, were present in person or by proxy, constituting a quorum. The proposals listed below are described in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on November 18, 2024 and supplemented on November 20, 2024. A summary of the proposals presented to and considered by the stockholders of the Company and the voting results at the Special Meeting is set forth below:

On(1) ~~November~~The 6,Extension ~~2024,~~Amendment ~~Jacqueline~~Proposal — S.a ~~Shoback~~proposal, ~~resigned~~to asamend ~~Chief~~the ~~Operating~~Company’s ~~Officer~~Charter ~~and~~to asprovide athe ~~member~~Board ofwith the ~~Board~~right to ofextend ~~Directors (~~the ~~“Board”) of~~Combination ~~Everest~~Period ~~Consolidator~~up ~~Acquisition~~to ~~Corporation~~an additional six (~~the~~6) ~~“Company”~~times for one (1) month each time, ~~effective~~from November 23, 2024. Msto May 23, 2025 (i.e., ~~Shoback~~for ~~did~~a ~~not~~period ~~resign from~~of time ending 42 months after the ~~Board~~consummation asof its IPO). The following is a ~~result~~tabulation of ~~any~~the ~~disagreement~~votes onwith ~~any~~respect to ~~matter~~this ~~relating~~proposal, towhich was approved by the Company’s ~~operations, policies or practices.~~shareholders:

On November 6, 2024, Rebecca Macieira-Kaufmann resigned as a member of the Board of the Company, effective November 23, 2024. Ms. Macieira-Kaufmann did not resign from the Board as a result of any disagreement on any matter relating to the Company’s operations, policies or practices. Ms. Macieira-Kaufmann had served as the Chairwoman of the Board’s Compensation Committee.

For		Against		Abstain
6,219,496		77,817		0

On(2) ~~November~~The 6,Trust ~~2024,~~Amendment ~~Elizabeth~~Proposal — ~~Mora~~a ~~resigned~~proposal, asto aadopt ~~member~~the ofTrust Amendment to the ~~Board~~Trust ofAgreement, to allow the Company, ~~effective~~to extend the Combination Period up to an additional six (6) times for one (1) month each time from November 23, 2024. ~~Ms.~~to ~~Mora~~March ~~did~~23, ~~not resign~~2025, ~~from~~ the ~~Board~~Extended asDate, aby ~~result~~depositing ofinto ~~any~~the ~~disagreement~~Trust onAccount, ~~any~~for ~~matter~~each ~~relating~~one-month toextension, the ~~Company’s~~Extension ~~operations,~~Payment ~~policies~~of ~~or practices~~$10,000. ~~Ms.~~The ~~Mora~~following ~~had~~is ~~served~~a astabulation of the ~~Chairwoman~~votes ofwith respect to this proposal, which was approved by the ~~Board~~Company’s ~~Audit Committee.~~shareholders:

On November 6, 2024, Peter K. Scaturro resigned as a member of the Board of the Company, effective November 23, 2024. Mr. Scaturro did not resign from the Board as a result of any disagreement on any matter relating to the Company’s operations, policies or practices. Mr. Scaturro had served as the Lead Independent Director of the Board and the Chairman of the Board’s Nominating and Corporate Governance Committee.

For		Against		Abstain
6,219,496		77,817		0

~~Item~~(3) ~~9.01~~The ~~Financial~~Adjournment ~~Statements~~Proposal – The proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and ~~Exhibits~~vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal (together, the “Extension Proposals”) or if we determine that additional time is necessary to effectuate the Extension, was not presented at the Special Meeting, as the Extension Proposals received a sufficient number of votes for approval.

In connection with the Special Meeting, shareholders holding 2,817,827 Public Shares (drepresenting approximately 99.02% of the Company’s outstanding Public Shares and approximately 39.37% of the Company’s outstanding shares of Common Stock generally) ~~Exhibits~~exercised their right to redeem their shares for a pro rata portion of the funds in the Company’s Trust Account.

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as inline XBRL)

1SIGNATURE

~~SIGNATURES~~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.

~~Pursuant to~~EVEREST ~~the~~CONSOLIDATOR ~~requirements~~ACQUISITION ofCORPORATION ~~the~~By: ~~Securities~~/s/ ~~Exchange~~Adam ~~Act~~Dooley ofName: ~~1934,~~Adam ~~the~~Dooley ~~registrant~~Title: ~~has~~President ~~duly~~and ~~caused~~Chief ~~this~~Executive ~~report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

Date: November 13, 2024	Everest Consolidator Acquisition Corporation
	By:	/s/ Adam Dooley
	Name:	Adam Dooley
	Title:	Chief Executive Officer

Dated: November 29, 2024

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