8-K - Everest Consolidator Acquisition Corp (0001863719) (Filer)

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): October 8, 2026

Everest Consolidator Acquisition Corporation

(Exact name of registrant as specified in its charter)

(949) 610-0835

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: NONE

Securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934:

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. ☐

On October 14, 2026, as approved by its stockholders at the meeting of stockholders held on October 8, 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, 2027 (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.

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 October 14, 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.

On October 8, 2026, the Company held the Meeting. On September 14, 2026, the record date for the Meeting, there were 4,876,004 shares of common stock entitled to be voted at the Annual Meeting. This included 563,504 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, 4,750,867 or 97.29% 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:

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:

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:

In connection with the shareholders’ vote at the Meeting no Class A Shares were redeemed.

SIGNATURE

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.