SEC Comment Letter 0000000000-24-012665 to Everest Consolidator Acquisition Corp (MNTN) (CIK 0001863719)
Everest Consolidator Acquisition Corp (MNTN) (CIK 0001863719)
Date: Nov. 15, 2024 · CIK: 0001863719 · Accession: 0000000000-24-012665
AI Filing Summary & Sentiment
File numbers found in text: 001-41100
Letter
November 15, 2024 Adam Dooley Chief Executive Officer Everest Consolidator Acquisition Corporation 4041 MacArthur Blvd Newport Beach, CA 92660 Re:Everest Consolidator Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed November 5, 2024 File No. 001-41100 Dear Adam Dooley: We have reviewed your filing and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe the comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Preliminary Proxy Statement on Schedule 14A Risk Factors, page 15 We note that you are seeking to extend your termination date to May 23, 2025, a date which is 42 months from your initial public offering. We also note that you are currently listed on the NYSE and Section 102.06 of the NYSE Listed Company Manual requires that a special purpose acquisition company complete a business combination within three years of the effectiveness of its IPO registration statement. Please revise to state that your securities will face immediate suspension and delisting action once you receive a delisting determination letter from the NYSE after the 36-month window ends. Please also revise your disclosure on pages 17-18, as the NYSE does not provide a right to review or appeal a delisting determination for special purpose acquisition companies that do not complete their business combination within 36 months. In addition, please also disclose the consequences of any such suspension or delisting, including that your stock may be determined to be a penny stock and the consequences of that designation, that you may no longer be attractive as a merger partner if you are no longer listed on an exchange, any potential impact on your ability to complete an initial business 1.
November 15, 2024 Page 2 combination, any impact on the market for your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered “covered securities.” We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551- 3713 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Steven Lipstein
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November 15, 2024
Adam Dooley
Chief Executive Officer
Everest Consolidator Acquisition Corporation
4041 MacArthur Blvd
Newport Beach, CA 92660
Re:Everest Consolidator Acquisition Corporation
Preliminary Proxy Statement on Schedule 14A
Filed November 5, 2024
File No. 001-41100
Dear Adam Dooley:
We have reviewed your filing and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe
the comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 15
We note that you are seeking to extend your termination date to May 23, 2025, a date
which is 42 months from your initial public offering. We also note that you are
currently listed on the NYSE and Section 102.06 of the NYSE Listed Company
Manual requires that a special purpose acquisition company complete a business
combination within three years of the effectiveness of its IPO registration
statement. Please revise to state that your securities will face immediate suspension
and delisting action once you receive a delisting determination letter from the
NYSE after the 36-month window ends. Please also revise your disclosure on pages
17-18, as the NYSE does not provide a right to review or appeal a delisting
determination for special purpose acquisition companies that do not complete their
business combination within 36 months. In addition, please also disclose the
consequences of any such suspension or delisting, including that your stock may be
determined to be a penny stock and the consequences of that designation, that you
may no longer be attractive as a merger partner if you are no longer listed on an
exchange, any potential impact on your ability to complete an initial business 1.
November 15, 2024
Page 2
combination, any impact on the market for your securities including demand and
overall liquidity for your securities, and any impact on securities holders due to your
securities no longer being considered “covered securities.”
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Please contact Pearlyne Paulemon at 202-551-8714 or Brigitte Lippmann at 202-551-
3713 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Steven Lipstein