Everest Consolidator Acquisition Corporation

10/03/2024 | Press release | Distributed by Public on 10/03/2024 14:35

Termination of Material Agreement - Form 425

IMPORTANT NOTICES

Additional Information and Where to Find It

This communication relates to the proposed Business Combination (as defined in the Current Report on Form 8-K filed with the SEC on May 22, 2023) between Everest Consolidator Acquisition Corporation (the "Company") and Unifund Financial Technologies, Inc., a Delaware corporation ("New PubCo"), Unifund Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of New PubCo ("Merger Sub"), Unifund Holdings, LLC, a Delaware limited liability company ("Holdings"), Credit Card Receivables Fund Incorporated, an Ohio corporation ("CCRF"), USV, LLC, an Ohio limited liability company ("USV" and, together with Holdings and CCRF, the "Target Companies"), and Everest Consolidator Sponsor, LLC, a Delaware limited liability company (the "Sponsor").

In connection with the Business Combination, New PubCo and Holdings have filed a registration statement on Form S-4 (File No. 333-273362) relating to the Business Combination with the SEC (as may be amended or supplemented from time to time, the "Registration Statement"), which includes a proxy statement/prospectus that will be sent to all of the Company's stockholders in connection with the Company's solicitation of proxies for the vote by the Company's stockholders regarding the proposed Business Combination and related matters, as is described in the Registration Statement, and including a prospectus relating to, among other things, the securities to be issued by New PubCo in connection with the proposed Business Combination. Each of New PubCo and the Company will file other documents regarding the Business Combination with the SEC. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC BY THE COMPANY OR NEW PUBCO IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.

Investors and security holders will be able to obtain free copies of the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company or New PubCo through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by the Company may be obtained free of charge from the Company's website at www.belayoneverest.com or by written request to the Company at Everest Consolidator Acquisition Corporation, 4041 MacArthur Boulevard, 4th Floor, Newport Beach, California 92660.

Participants in the Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination is included in the Registration Statement. For information regarding the Company's directors and executive officers, please see the Company's Annual Report on Form 10-K, its subsequent Quarterly Reports on Form 10-Q, and the other documents filed (or to be filed) by the Company and New PubCo from time to time with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.