| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 29, 2021, Everest Consolidator Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 17,250,000 units (the “Units”), including 2,250,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional Units to cover over-allotments. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company and one-half of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $172,500,000.
In connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-260343) (the “Registration Statement”):
| | • | | An Underwriting Agreement, dated November 23, 2021, between the Company and BofA Securities, Inc., attached hereto as Exhibit 1.1 and incorporated herein by reference. |
| | • | | An Investment Management Trust Agreement, dated November 23, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as trustee, attached hereto as Exhibit 10.1 and incorporated herein by reference. |
| | • | | A Public Warrant Agreement, dated November 23, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, attached hereto as Exhibit 4.1 and incorporated herein by reference. |
| | • | | A Private Warrant Agreement, dated November 23, 2021, between the Company and American Stock Transfer & Trust Company, LLC, as warrant agent, attached hereto as Exhibit 4.2 and incorporated herein by reference. |
| | • | | A Registration Rights Agreement, dated November 23, 2021, between the Company and Everest Consolidator Sponsor, LLC (the “Sponsor”), attached hereto as Exhibit 10.2 and incorporated herein by reference. |
| | • | | A Private Placement Warrants Purchase Agreement, dated November 23, 2021, between the Company and the Sponsor, attached hereto as Exhibit 10.3 and incorporated herein by reference. |
| | • | | A Letter Agreement, dated November 23, 2021, between the Company and the Sponsor, attached hereto as Exhibit 10.4 and incorporated herein by reference. |
| | • | | Letter Agreement, each dated November 23, 2021, between the Company and each of its officers and directors, attached hereto as Exhibits 10.5-10.9 and incorporated herein by reference. |
| | • | | Indemnity Agreements, each dated November 23, 2021, between the Company and each of its officers and directors, attached hereto as Exhibits 10.10-10.14 and incorporated herein by reference. |
| | • | | An Administrative Support Agreement, dated November 23, 2021, between the Company and the Sponsor, attached hereto as Exhibit 10.15 and incorporated herein by reference. |
| Item 3.02. | Unregistered Sales of Equity Securities. |
Simultaneously with the closing of the IPO, the Company completed the private sale of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant (the “Private Placement”), to the Sponsor, generating gross proceeds to the Company of $9,500,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis.
| Item 5.03. | Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. |
On November 23, 2021, the Company filed its Amended and Restated Certificate of Incorporation in the State of Delaware. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
