Current Report · Items 1.01, 5.03, 5.07, 8.01, 9.01 · 8-K
Everest Consolidator Acquisition Corp
EVCOOTCEQUITYCurrent
Entry into a Material Definitive Agreement · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On January 26, 2026, as approved by its stockholders at the meeting of stockholders held on January 20, 2026 (the “Meeting”), Everest Consolidator Acquisition Corporation (the “Company”), and its trustee, Equiniti Trust Company, LLC amended the Investment Management Trust Agreement, dated as of November 23, 2021, as amended (the “Trust Agreemen…
Company context
Current securities
Recent company filings
- DEF 14A filingSep 23, 2026
- PRE 14A filingSep 10, 2026
- SCHEDULE 13G/A - filed by CLEAR STREET LLC regarding Everest Consolidator Acquisition CorpMay 21, 2026
- SCHEDULE 13G - filed by CLEAR STREET LLC regarding Everest Consolidator Acquisition CorpMay 14, 2026
- Entry into a Material Definitive Agreement · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other EventsApr 22, 2026
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2026,
as approved by its stockholders at the meeting of stockholders held on January 20, 2026 (the “Meeting”), Everest Consolidator
Acquisition Corporation (the “Company”), and its trustee, Equiniti Trust Company, LLC amended the Investment Management
Trust Agreement, dated as of November 23, 2021, as amended (the “Trust Agreement”), in order to extend the time the
Company has to complete a business combination to December 31, 2026 (the “Termination Date”). At the Meeting, the shareholders
of the Company approved the amendment.
The foregoing description
of the amendment to the Trust Agreement is qualified in its entirety by reference to the full text of the amendment, a copy of which is
filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The stockholders of the Company
approved an amendment to the Company’s certificate of incorporation to in order to extend the time the Company has to complete a
business combination to the Termination Date. The amendment to the Certificate of Incorporation was filed with the Delaware Secretary
of State on January 27, 2026.
The foregoing description of the
amendment to the certificate of incorporation is qualified in its entirety by reference to the full text of the amendment, a copy of which
is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 20, 2026,
the Company held the Meeting. On December 18, 2026, the record date for the Meeting, there were 7,144,980 shares of common stock entitled
to be voted at the Annual Meeting. This included 2,832,480 Class A ordinary shares, par value $0.0001 per share (“Class A Shares”),
and 4,312,500 Class B shares, par value $0.0001 per share (“Class B Shares” and together being the issued and outstanding
ordinary shares of the Company, referred to as the “Shares”). At the meeting, 5,108,350 or 71.50% of the Shares were
represented in person or by proxy.
The final results for each of the matters
submitted to a vote of the Company’s stockholders at the Meeting are as follows:
Extension Amendment
Proposal
Shareholders approved the amendment to the Company’s certificate of incorporation to extend the date by which the Company may consummate a business combination to the Termination Date. Approval of the Extension Amendment Proposal required the approval of not less than 65% of the issued and outstanding Class A Shares and Class B Shares voting together. The Extension Amendment Proposal received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
─────────────────────────────────────────────────────────────
5,079,735 28,615 0 0
Trust Amendment
Proposal
Shareholders approved the amendment to the Trust Agreement to extend the date by which the Company may consummate a business combination to the Termination Date. Approval of the Trust Amendment Proposal the approval of not less than 65% of the issued and outstanding Class A Shares and Class B Shares voting together. The Trust Amendment Proposal received the following votes:
FOR AGAINST ABSTAIN BROKER NON-VOTES
─────────────────────────────────────────────────────────────
5,079,735 28,615 0 0
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Meeting 15,886 Class A Shares were redeemed.