Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
In connection with the audit of the annual financial statements of Everest Consolidator Acquisition Corporation (the “Company”) as of and for the year ended December 31, 2021, an unrecorded liability for the professional fees of the Company’s legal counsel resulted in an error in non-current liabilities and stockholders’ deficit contained on the Company’s audited balance sheet, dated as of November 29, 2021, included as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 3, 2021 (the “Post-IPO Audited Balance Sheet”).
On April 14, 2022, the Audit Committee of the Board of Directors of the Company, after considering the recommendations of management, concluded that, in light of the errors outlined above, the Post-IPO Audited Balance Sheet should no longer be relied upon.
The Company does not expect that the above changes will have any impact on its cash position and cash held in the Trust Account established in connection with the Company’s initial public offering.
The Company’s management has concluded that in light of the error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with respect to such material weakness will be described in more detail in the Form 10-K for the fiscal year ended December 31, 2021, to be filed with the SEC.
The Company’s management has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum LLP, the Company’s independent registered public accounting firm.
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. 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 may include, but are not limited to, statements regarding the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
