UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

SEC File Number: 001-41100

CUSIP Number: 29978K102

(Check one):	o Form 10-K	o Form 20-F	o Form 11-K	x Form 10-Q	o Form 10-D
	o Form N-SAR	o Form N-CSR
	For Period Ended:	March 31, 2024
	o Transition Report on Form 10-K
	o Transition Report on Form 20-F
	o Transition Report on Form 11-K
	o Transition Report on Form 10-Q
	o Transition Report on Form N-SAR
	For the Transition Period Ended:

Read Instructions (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable

PART I — REGISTRANT INFORMATION

EVEREST CONSOLIDATOR ACQUISITION CORPORATION

Full Name of Registrant

N/A

Former Name if Applicable

4041 MacArthur Blvd

Address of Principal Executive Office (Street and Number)

Newport Beach, CA 92660

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Everest Consolidator Acquisition Corporation (the “Company”) is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q”) by the prescribed due date because the Company and its independent registered public accounting firm require additional time to complete the review of the unaudited condensed financial statements for the quarter ended March 31, 2024 and finalize the disclosures required to be included in the Form 10-Q. The Company is working diligently to complete the Form 10-Q and anticipates that it will file the Form 10-Q within the five calendar-day extension period permitted pursuant to Rule 12b-25 of the Securities Exchange Act of 1934, as amended.

The Company expects to disclose in the 10-Q that management has determined that the Company’s liquidity condition and potential mandatory liquidation and subsequent dissolution, assuming a Business Combination is not consummated before August 28, 2024, raise substantial doubt about the Company’s ability to continue as a going concern. The Company also expects to disclose the ongoing remediation activities relating to its existing material weaknesses in internal control over financial reporting, as previously disclosed in the Company’s Form 10-Q/A for the quarterly period ended September 30, 2023, filed with the SEC on February 14, 2024 and the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024.

 PART IV — OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Adam Dooley	949	610-0835
	(Name)	(Area Code)	(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
			x Yes    o  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
			x Yes    ¨  No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report for the three months ended March 31, 2024, it had a net loss of $1,199,055, which consists of investment income held in the Trust Account of $1,634,399, offset by general and administrative expenses of $2,062,840, expense of $137,622 related to the increase in conditional guarantee balance, interest expense of $184,500, and the provision for income taxes of $448,492. Of the $2,062,840 of general and administrative expenses, approximately $1.6 million relate to business combination costs and the remaining approximately $0.4 million consisted of operating expenses, including but not limited to legal, accounting, and insurance costs.

For the three months ended March 31, 2023, the Company had a net loss of $857,507, which consists of investment income held in Trust Account of $1,897,729, offset by general and administrative expenses of $2,373,223 and the provision for income taxes of $382,013. General and administrative expenses during the three months ended March 31, 2023 consisted of operating expenses, including but not limited to legal, accounting, and insurance costs, and costs to identify an acquisition target.

For the three months ended March 31, 2024, the net loss increased to $1,199,055, as compared to $857,507 for the three months ended March 31, 2023, due to the decrease in dividend and interest income and the increase in income tax expense, partially offset by the decrease in general and administrative expenses. For the three months ended March 31, 2024, the dividend and interest income decreased to $1,634,399, as compared to $1,897,729 for the three months ended March 31, 2023, due to the decrease in the principal balance in the Trust Account which resulted from the August 2023 and February 2024 redemptions. For the three months ended March 31, 2024, the income tax expense increased to $448,492, as compared to $382,013 for the three months ended March 31, 2023, due to interest and penalties of $119,958 on unremitted income tax liabilities. General and administrative costs remained consistent during the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 due to the Company’s continued efforts towards completion of the Unifund Business Combination.

The Company expects to report that, as of March 31, 2024, the Company had cash of $26,973 held outside of the Trust Account (reserved for tax payment) and marketable securities held in the Trust Account of $83,596,299 consisting of securities held in a mutual fund that invests in U.S. Treasury securities with a maturity of 180 days or less, and that the Company had a working capital deficit of working capital deficit of $23,339,527. Interest income on the balance in the Trust Account may be used by us to pay income and franchise taxes.

The preliminary amounts reported above are still under review by the Company’s independent registered public accounting firm and accounting staff and may differ once reported in the Form 10-Q to be filed by the Company. 

Disclosure Regarding Forward-Looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expect,” “will,” “anticipates,” “estimates” and variations of such words and similar future or conditional expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding our expected financial results for the quarter ended March 31, 2024 to be reported in the Form 10-Q and expectations as to the timing of the completion of the Company’s financial statements and the filing of the Form 10-Q, which reflect the Company’s expectations based upon currently available information and data. Because such statements are based on the Company’s current expectations and are not statements of fact, actual results may differ materially from those projected or estimated and you are cautioned not to place undue reliance on these forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company's control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including our ability to complete the filing of the Form 10-Q within the extension period permitted by SEC rules, our ability to remediate any control and procedures deficiencies and the other risks discussed in the Company’s filings with the SEC. Forward-looking statements speak only as of the date they are made. The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except as required by applicable law or regulation.

EVEREST CONSOLIDATOR ACQUISITION CORPORATION

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	May 15, 2024	By	/s/  Adam Dooley
			Name:	Adam Dooley
			Title:	Chief Executive Officer

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).