S-4/A 1 tm2316508-12_s4a.htm S-4/A tm2316508-12_s4a - block - 83.1456152s
As filed with the Securities and Exchange Commission on December 21, 2023.
Registration No. 333-273362
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Unifund Financial Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
7320
(Primary Standard Industrial
Classification Code Number)
92-4003755
(I.R.S. Employer
Identification Number)
4041 MacArthur Blvd
Newport Beach, CA 92660
Tel: (949) 610-0835
(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)
Adam Dooley
4041 MacArthur Blvd
Newport Beach, CA 92660
Tel: (949) 610-0835
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Senet S. Bischoff
Latham & Watkins LLP
1271 Avenue of the Americas
New York, New York 10020
Tel.: (212) 906-1200
Ryan J. Maierson
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Tel.: (713) 546-5400
Arthur McMahon, III
Taft Stettinius & Hollister LLP
425 Walnut Street, Suite 1800
Cincinnati, OH 45202
Tel.: (513) 381-2838
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Business Combination Agreement and Plan of Merger described in the included proxy statement/ prospectus have been satisfied or waived.
If the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
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 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-l(d) (Cross-Border Third-Party Tender Offer) ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
PRELIMINARY — SUBJECT TO COMPLETION, DATED DECEMBER 21, 2023
LETTER TO STOCKHOLDERS AND PUBLIC WARRANT HOLDERS OF EVEREST CONSOLIDATOR ACQUISITION CORPORATION
EVEREST CONSOLIDATOR ACQUISITION CORPORATION
4041 MacArthur Blvd
Newport Beach, CA 92660
PROSPECTUS FOR
UP TO 39,520,833 SHARES OF COMMON STOCK AND 17,258,333 WARRANTS
OF UNIFUND FINANCIAL TECHNOLOGIES, INC.
To the Stockholders and Public Warrant Holders of Everest Consolidator Acquisition Corporation:
You are cordially invited to attend the special meeting of stockholders (the “Stockholders Meeting”) and/or the special meeting of public warrant holders (the “Warrant Holders Meeting”) of Everest Consolidator Acquisition Corporation, a Delaware corporation (“Everest”), on        , 2023 at 10:00 a.m., Eastern Time and 9:30 a.m. Eastern Time, respectively, at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned.
On May 19, 2023, Everest, 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, an Ohio limited liability company (“Holdings”), USV, LLC, an Ohio limited liability company (“USV”), and Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF” and together with Holdings and USV, the “Target Companies”) entered into a Business Combination Agreement and Plan of Merger (as it may be amended from time to time, the “Business Combination Agreement”), to consummate the transactions contemplated thereby (the “Business Combination”). This proxy statement/prospectus covers certain shares of common stock of New PubCo, par value $0.0001 per share (the “New PubCo Common Stock”) and warrants that represent the right to acquire shares of New PubCo Common Stock (the “New PubCo Warrants”) issuable to securityholders of Everest and the Target Companies in the Business Combination. Accordingly, New PubCo is registering up to an aggregate of (i) up to 39,520,833 shares of New PubCo Common Stock, which consists of (a) up to 7,950,000 shares of New PubCo Common Stock that may be issued to holders of Everest’s Class A common stock, par value $0.0001 (the “Everest Class A common stock”), (b) 2,000,000 shares of New PubCo Common Stock to be issued to Everest Consolidator Sponsor, LLC (an affiliate of Belay Associates, LLC) (the “Sponsor”) upon conversion of Everest’s Class B common stock, par value $0.0001 (the “Everest Class B common stock”), (c) up to 812,500 shares of New PubCo Common Stock that may be issued to the Sponsor after consummation of the Business Combination pursuant to the earnout provisions of that certain Sponsor Support Agreement described in the attached proxy statement/prospectus, (d) 7,500,000 shares of New PubCo Common Stock to be issued to David Rosenberg upon consummation of the contributions and exchanges described in the attached proxy statement/prospectus, (e) 250,000 shares of New PubCo Common Stock to be issued to TER Trust upon consummation of the contributions and exchanges described in the attached proxy statement/prospectus (f) 2,250,000 shares of New PubCo Common Stock to be issued to ZB Limited Partnership (“ZB Limited”) upon consummation of the contributions and exchanges described in the attached proxy statement/prospectus, (g) up to 17,258,333 shares of New PubCo Common Stock issuable upon exercise of New PubCo Warrants and (h) up to 1,500,000 shares of New PubCo Common Stock that are expected to be issuable to certain investors who enter into non-redemption agreements, and (ii) up to 17,258,333 New PubCo Warrants issuable in the Business Combination in exchange for (a) up to 8,625,000 public warrants of Everest and (b) 8,633,333 private placement warrants of Everest.
Prior to the closing of the Business Combination, David Rosenberg and ZB Limited will cause the reorganization of Holdings, CCRF, USV and certain other intermediate holding and operating entities, as described further in the accompanying proxy statement/prospectus. As a result of such reorganization, (i) Mr. Rosenberg will own 100% of TER Trust, Unifund Corporation, an Ohio Corporation (“Unifund Corporation”) and CCRF and (ii) Jay and Selig Zises will each own 50% of ZB Limited. CCRF and ZB Limited will own, respectively, 75% and 25% of each of Holdings, USV, Distressed Asset Portfolio I, LLC, an Ohio limited liability company, (“DAP I”) and Distressed Asset Portfolio IV, LLC, an Ohio limited liability company (“DAP IV”). DAP IV Series 86 issued certain Series BR 15.00% Promissory Bridge Notes, dated January 26, 2023, to Mr. Rosenberg, an executive officer of Unifund, in the principal amount $750,000, and to Selig Zises, an owner of more than 5% of the outstanding equity of Unifund, in the principal amount of $235,000. In addition, Distressed Asset Portfolio IV, LLC issued to Mr. Rosenberg and Mr. Zises, pursuant to a

joinder agreement (the “Joinder Agreement”), rights in the underlying equity interests in Distressed Asset Portfolio IV, LLC. The Joinder Agreement grants to Mr. Rosenberg and Mr. Zises Class B Series 86 Membership Interests in Distressed Asset Portfolio IV, LLC, which provides the holders with the right to receive certain distributions from accounts owned by Distressed Asset Portfolio IV, LLC. Holdings will own 100% legal title and a 99% economic interest in various operating entities (the “Unifund Intermediate Holding and Operating Entities”) and USV will own a 1% economic interest in the Unifund Intermediate Holding and Operating Entities.
At the closing of the Business Combination, Merger Sub will merge with and into Everest, with Everest surviving such merger as a direct, wholly owned subsidiary of New PubCo (the “Merger”) and New PubCo, Mr. Rosenberg, ZB Limited, the TER Trust and the Target Companies will consummate the contributions and exchanges contemplated by that certain Contribution and Exchange Agreement, dated as of May 19, 2023 (the “Contribution and Exchange Agreement”). At the effective time of the Merger, (a) each share of Everest common stock outstanding immediately prior to the effective time of the Merger will be automatically exchanged for one share of New PubCo Common Stock, on a one-for- one basis, and (b) each outstanding Everest warrant that is outstanding immediately prior to the effective time of the Merger will be converted into a right to acquire the same number of shares of New PubCo Common Stock or, with respect to the public warrants, will automatically be redeemed for cash at a redemption price of $0.50 if a proposal to amend the warrant agreement that governs Everest’s public warrants is approved at the Warrant Holders Meeting as described below.
Pursuant to the Contribution and Exchange Agreement, Mr. Rosenberg will contribute (i) 100% of the issued and outstanding equity interests of CCRF (which owns 75% of all of the issued and outstanding equity interests of Holdings, USV, DAP I and DAP IV), subject to liens under a credit agreement, by and among Unifund CCR, LLC an Ohio limited liability company, as borrower, Holdings, CCRF, ZB Limited, and certain affiliates with CCP Agency, LLC, as Administrative Agent and a syndicate of lenders (as amended, the “Comvest Credit Facility”), and (ii) 100% of the issued and outstanding equity interests of Unifund Corporation, free and clear of all liens, to New PubCo in exchange for receipt of 7,500,000 shares of New PubCo Common Stock.
Pursuant to the Contribution and Exchange Agreement, the TER Trust will contribute 72.37% of the issued and outstanding equity interests of Payce, LLC, an Ohio limited liability company (“Payce”), to New PubCo, free and clear of all liens, in exchange for receipt of 250,000 shares of New PubCo Common Stock. After such contribution, there will be outstanding minority equity interest in Payce equal to 27.63% of the outstanding Payce equity interests.
Pursuant to the Contribution and Exchange Agreement, ZB Limited will contribute 25% of the issued and outstanding equity interests of each of Holdings, USV, DAP I and DAP IV to New PubCo, subject to liens under the Comvest Credit Facility, in exchange for receipt of 2,250,000 shares of New PubCo Common Stock and New PubCo will contribute the Holdings and USV equity interests received from ZB limited to CCRF, subject to liens under the Comvest Credit Facility, as a contribution to capital.
As a result of the Merger and the contributions and exchanges pursuant to the Contribution and Exchange Agreement, following the consummation of the Business Combination, New PubCo will (a) directly own (i) 72.37% of Payce, free and clear of all liens, (ii) 100% of Unifund Corporation, free and clear of all liens, (iii) 100% of Everest, free and clear of all liens, (iv) 100% of CCRF, subject to liens under the Comvest Credit Facility, (v) 25% of DAP I, subject to liens under the Comvest Credit Facility, and (vi) 25% of DAP IV, subject to liens under the Comvest Credit Facility and the promissory notes described above and (b) indirectly own, through CCRF, (i) 100% of Holdings, subject to liens under the Comvest Credit Facility, (ii) 100% of USV, subject to liens under the Comvest Credit Facility, (iii) 75% of DAP I, subject to liens under the Comvest Credit Facility, (iv) 75% of DAP IV, subject to liens under the Comvest Credit Facility and the promissory notes described above and (v) 100% of the Unifund Intermediate Holding and Operating Entities, subject to liens under the Comvest Credit Facility, through Holdings, which will have 100% legal title and a 99% economic interest and USV, which will have a 1% economic interest.
A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A and Everest encourages its stockholders to read it in its entirety. See the section entitled “Stockholder Proposal 1: The Business Combination Proposal” of the accompanying proxy statement/prospectus.
At the Stockholders Meeting, the holders of shares of Everest Class A common stock and the holders of shares of Everest Class B common stock, will be asked to consider and vote upon a proposal to approve the Business Combination Agreement and the Business Combination, and approve the other proposals described in the accompanying proxy statement/prospectus. The board of directors of Everest has unanimously approved the Business Combination Agreement.
At the Warrant Holders Meeting, holders of Everest’s public warrants will be asked to vote on a proposal to approve the amendment of the warrant agreement that governs all of Everest’s outstanding public warrants to provide that, upon consummation of the Merger, each of Everest’s public warrants will automatically be redeemed for cash at a redemption price of $0.50 per warrant. Each public warrant is exercisable to purchase one share of Everest Class A common stock at $11.50 per share. The closing price of Everest’s public warrants on the NYSE on December 20, 2023 was $0.045.

As described in the accompanying proxy statement/prospectus, the Sponsor entered into that certain Sponsor Support Agreement, dated as of May 19, 2023, pursuant to which the Sponsor has agreed to vote in favor of the Business Combination Proposal and any other proposal relating to the transaction. In addition, the Sponsor agreed to waive its redemption rights with respect to all of its 4,312,500 shares of Everest Class B common stock in connection with the closing of the Business Combination.
See “Risk Factors” beginning on page 26 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in New PubCo’s securities.
Information about the Stockholders Meeting, the Warrant Holders Meeting, the Business Combination, the Merger and other related business to be considered by the Everest Stockholders at the Stockholders Meeting and by holders of Everest’s public warrants at the Warrant Holders Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the Stockholders Meeting or the Warrant Holders Meeting, all Everest Stockholders and holders of Everest’s public warrants are urged to carefully read the accompanying proxy statement/prospectus, including the Annexes and the accompanying financial statements of Everest and the Target Companies carefully and in their entirety. In particular, you are urged to read carefully the section entitled “Risk Factors” beginning on page 26 of the accompanying proxy statement/prospectus.
After careful consideration, the board of directors of Everest has approved the Business Combination Agreement and the Business Combination, and recommends that Everest’s stockholders and holders of Everest’s public warrants vote “FOR” each of the proposals to be presented to them. When you consider the board of directors of Everest’s recommendation of these proposals, you should keep in mind that certain Everest directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder and/or holder of Everest’s public warrants. Please see the section entitled “Stockholder Proposal 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in the accompanying proxy statement/prospectus for additional information.
Your vote is very important.   Whether or not you plan to attend the Stockholders Meeting and/or the Warrant Holders Meeting, please vote as soon as possible following the instructions in the accompanying proxy statement/prospectus to make sure that your shares or warrants are represented at the Stockholders Meeting and/or the Warrant Holders Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares and/or warrants are represented and voted at the Stockholders Meeting and/or the Warrant Holders Meeting. The transactions contemplated by the Business Combination Agreement will be consummated only if the Required Stockholder Proposals (as defined below) are approved at the Stockholders Meeting. Each of the Required Stockholder Proposals is cross-conditioned on the approval of each other. The Stockholder Adjournment Proposal (as defined below) is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.
If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Stockholders Meeting and/or the Warrant Holders Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Stockholders Meeting and/or the Warrant Holders Meeting in person, the effect will be, among other things, that your shares and/or warrants will not be counted for purposes of determining whether a quorum is present at the Stockholders Meeting and/or the Warrant Holders Meeting. If you are a stockholder or holder of Everest’s public warrants of record and you attend the Stockholders Meeting and/or the Warrant Holders Meeting and wish to vote in person, you may withdraw your proxy and vote in person (including by voting online if the meeting is conducted virtually).
TO EXERCISE YOUR REDEMPTION RIGHT, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO EVEREST’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE STOCKHOLDERS MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL BE RETURNED TO YOU OR YOUR ACCOUNT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT.
On behalf of the Everest Board, I would like to thank you for your support of Everest and look forward to the successful completion of the Business Combination.
Sincerely,
Adam Dooley
Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
The accompanying proxy statement/prospectus is dated           , 2023, and is expected to be first mailed or otherwise delivered to Everest’s stockholders on or about           , 2023.

 
ADDITIONAL INFORMATION
No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by Everest or Unifund. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of Everest or Unifund since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.
This proxy statement/prospectus incorporates important business and financial information about Everest from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available for you to review at the public reference room of the U.S. Securities and Exchange Commission, or SEC, located at 100 F Street, N.E., Washington, D.C. 20549, and through the SEC’s website at www.sec.gov. You can also obtain the documents incorporated by reference into this proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following address and telephone number:
Everest Consolidator Acquisition Corporation
4041 MacArthur Blvd
Newport Beach, CA 92660
(949) 610-0835
or
Email: investor@everestconsolidator.com
You may also contact Everest’s proxy solicitor at:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (800) 901-0068
Email: MNTN@dfking.com
To obtain timely delivery, you must request the materials no later than five business days prior to the applicable Stockholders Meeting or Warrant Holders Meeting.
You also may obtain additional proxy cards and other information related to the proxy solicitation by contacting the appropriate contact listed above. You will not be charged for any of these documents that you request.
For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 201.
 

 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF EVEREST CONSOLIDATOR ACQUISITION CORPORATION
TO BE HELD           , 2023
TO THE STOCKHOLDERS OF EVEREST CONSOLIDATOR ACQUISITION CORPORATION:
NOTICE IS HEREBY GIVEN that the special meeting of stockholders (the “Stockholders Meeting”) of Everest Consolidator Acquisition Corporation, a Delaware corporation (“Everest”) will be held at 10:00 a.m., Eastern Time, on       , 2023, at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
You are cordially invited to attend the Stockholders Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:
1.
The Business Combination Proposal: To consider and vote upon a proposal to approve the Business Combination Agreement and Plan of Merger dated as of May 19, 2023 (as it may be amended from time to time, the “Business Combination Agreement”) by and among Everest, 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, an Ohio limited liability company (“Holdings”), USV, LLC, an Ohio limited liability company (“USV”) and Credit Card Receivables Fund Incorporated, an Ohio corporation (“CCRF” and together with Holdings and USV, the “Target Companies”), pursuant to which, among other things,
(a)
David Rosenberg and ZB Limited Partnership (“ZB Limited”) will cause the reorganization of Holdings, CCRF, USV and certain other intermediate holding and operating entities;
(b)
Merger Sub will merge with and into Everest, with Everest surviving such merger as a direct, wholly owned subsidiary of New PubCo; and
(c)
New PubCo, David Rosenberg, ZB Limited, the TER Trust and the Target Companies will consummate the contributions and exchanges contemplated by that certain Contribution and Exchange Agreement, dated as of May 19, 2023, such that (i) David Rosenberg will contribute 100% of the issued and outstanding equity interests of CCRF (which owns 75% of all of the issued and outstanding equity interests of Holdings and USV) and 100% of the issued and outstanding equity interests of Unifund Corporation, an Ohio corporation, to New PubCo, free and clear of all liens, in exchange for receipt of 7,500,000 shares of common stock of New PubCo, par value $0.0001 per share (the “New PubCo Common Stock”), (ii) the TER Trust will contribute approximately 72.37% of the issued and outstanding equity interests of Payce, LLC, an Ohio limited liability company, to New PubCo, free and clear of all liens, in exchange for receipt of 250,000 shares of New PubCo Common Stock, (iii) ZB Limited will contribute 25% of the issued and outstanding equity interests of each of Holdings, USV, Distressed Asset Portfolio I, LLC, an Ohio limited liability company, and Distressed Asset Portfolio IV, LLC, an Ohio limited liability company, to New PubCo, subject to liens under a Credit Agreement, by and among Unifund CCR, LLC, as borrower, Holdings, CCRF, ZB Limited, and certain affiliates with CCP Agency, LLC, as Administrative Agent and a syndicate of lenders (as amended, the “Comvest Credit Facility”), in exchange for receipt of 2,250,000 shares of New PubCo Common Stock and (iv) New PubCo will contribute the Holdings and USV equity interests received from ZB limited to CCRF, subject to liens under the Comvest Credit Facility, as a contribution to capital. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.
2.
The Charter Proposal: To consider and vote upon a proposal to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the amended and restated certificate of incorporation of New PubCo (a copy of which is attached to this proxy statement/prospectus as Annex B) and the amended and restated bylaws of New PubCo (a copy of which is attached to this proxy statement/prospectus as Annex C) which, if approved, would take effect upon the closing of the transactions contemplated by the Business Combination Agreement.
3.
The Incentive Award Plan Proposal: To consider and vote upon a proposal to approve the Unifund Financial Technologies, Inc. 2023 Incentive Award Plan (a copy of which is attached to this proxy statement/prospectus as Annex J ), to be effective upon approval by Everest’s stockholders.
 

 
4.
The Stockholder Adjournment Proposal: To consider and vote upon a proposal to approve the adjournment of the Stockholders Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies for the purpose of obtaining approval of the Business Combination Proposal and the Charter Proposal, (ii) in the event of the absence of a quorum, (iii) to allow reasonable additional time for filing or mailing of any legally required supplement or amendment to the proxy statement/prospectus or (iv) if the holders of Everest Class A common stock have elected to redeem such shares such that either (a) the shares of the New PubCo common stock and warrants that represents the right to acquire shares of New PubCo common stock, on substantially similar terms as those set forth in that certain Everest Public Warrant Agreement, dated November 23, 2021, would not be approved for listing on the NYSE American or (b) the closing condition in the Business Combination Agreement that the amount of available cash shall be no less than $40,000,000 would not be satisfied at of the transactions contemplated by the Business Combination Agreement.
Each of the Business Combination Proposal, the Charter Proposal and the Incentive Award Plan Proposal (together, the “Required Stockholder Proposals”) is conditioned on the approval and adoption of the other. The Stockholder Adjournment Proposal is not conditioned upon the approval of any other proposal.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully in its entirety before voting.
Only holders of record of Everest Class A common stock and Everest Class B common stock (collectively, the “Everest Common Stock”) at the close of business on November 20, 2023 are entitled to notice of the Stockholders Meeting and to vote and have their votes counted at the Stockholders Meeting and any adjournments or postponements of the Stockholders Meeting. This proxy statement/prospectus and accompanying proxy card is being provided to holders of Everest Class A common stock in connection with the solicitation of proxies to be voted at the Stockholders Meeting and at any adjournment of the Stockholders Meeting. Whether or not you plan to attend the Stockholders Meeting, all holders of Everest Class A common stock are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 26.
After careful consideration, the board of directors of Everest has determined that each of the proposals is fair to and in the best interests of Everest and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” each of these proposals if presented. When you consider the recommendation of the board of directors of Everest, you should keep in mind that Everest’s directors and officers may have interests in the transaction contemplated by the Business Combination Agreement (the “Business Combination”) that conflict with your interests as a stockholder. See the section entitled “Stockholder Proposal 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”
Pursuant to Everest’s Amended and Restated Certificate of Incorporation, dated November 23, 2021, as may hereafter be amended (the “Existing Organizational Documents”), holders of Everest Class A common stock may request that Everest redeem all or a portion of its Everest Class A common stock for cash if the Business Combination is consummated. As a holder of shares of Everest Class A common stock, you will be entitled to receive cash for any shares of Everest Class A common stock to be redeemed only if you:
(i)   (a) hold Everest Class A common stock, or (b) hold Everest Class A common stock through units, you elect to separate your units into the underlying Everest Class A common stock and warrants prior to exercising your redemption rights with respect to the Everest Class A common stock; and
(ii)   prior to 5:00 p.m., Eastern Time on       , 2023, (a) submit a written request to Equiniti Trust Company, LLC, Everest’s transfer agent, in which you (i) request that Everest redeem all or a portion of your Everest Class A common stock for cash, and (ii) identify yourself as the beneficial holder of the Everest Class A common stock and provide your legal name, phone number and address; and (b) deliver your Everest Class A common stock to Equiniti Trust Company, LLC, Everest’s transfer agent (the “Transfer Agent”), physically or electronically through the Depository Trust Company (“DTC”).
Holders of Everest Class A common stock may seek to have their Everest Class A common stock redeemed by Everest, regardless of whether they vote for or against the Business Combination Proposal or any other Stockholder Proposal and whether they held Everest Class A common stock as of the record date of the Stockholders Meeting or acquired them after the record date. Any holders of Everest Class A common stock who holds Everest Class A common stock on or before       , 2023 (two (2) business days
 

 
before the Stockholders Meeting) will have the right to demand that his, her or its shares of Everest Class A common stock be redeemed for a pro rata share of the aggregate amount then on deposit in Everest’s trust account, less any taxes then due but not yet paid. For illustrative purposes, based on funds in Everest’s trust account of approximately $145.8 million on September 30, 2023 and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of Everest’s trust account), the estimated per share redemption price is expected to be approximately $10.86. Holders of Everest Class A common stock who have properly tendered his, her or its Everest Class A common stock for redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in Everest’s trust account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant stockholders as appropriate.
Holders of Everest Class A common stock who seek to redeem their Everest Class A common stock must demand redemption no later than 5:00 p.m., Eastern Time, on       , 2023 (two (2) business days before the Stockholders Meeting) by (a) submitting a written request to the Transfer Agent that Everest redeem such holder’s Everest Class A common stock for cash, (b) affirmatively certifying in such request to the Transfer Agent for redemption if such holder is acting in concert or as a “group” ​(as defined in Section 13 d-3 of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”)) with any other stockholder with respect to Everest Class A common stock and (c) delivering their Everest Class A common stock, either physically or electronically using DTC’s deposit/withdrawal at custodian system (“DWAC”), at the holder’s option, to the Transfer Agent prior to the Stockholders Meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the Business Combination is not completed, this may result in an additional cost to stockholders for the return of their shares.
Notwithstanding the foregoing, holders of Everest Class A common stock, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to 15% or more of Everest Class A common stock. Accordingly, any shares held by holders of Everest Class A common stock or “group” in excess of such 15% cap will not be redeemed by Everest.
Pursuant to that certain Sponsor Support Agreement, attached to this proxy statement/prospectus as Annex E, dated as of May 19, 2023, Everest Consolidator Sponsor, LLC and the officers and directors of Everest have waived all of their redemption rights and will not have redemption rights with respect to any shares of Everest Common Stock owned by them, directly or indirectly. Holders of the warrants will not have redemption rights with respect to the warrants.
To ensure your representation at the Stockholders Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Stockholders Meeting and vote electronically, obtain a proxy from your broker or bank.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the Stockholders Meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
Adam Dooley
Chief Executive Officer
          , 2023
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.
 

 
ALL HOLDERS OF EVEREST CLASS A COMMON STOCK HAVE THE RIGHT TO HAVE THEIR SHARES REDEEMED FOR CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. EVEREST’S STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE BUSINESS COMBINATION PROPOSAL OR BE HOLDERS OF RECORD ON THE RECORD DATE IN ORDER TO HAVE THEIR SHARES REDEEMED FOR CASH. THIS MEANS THAT ANY STOCKHOLDER HOLDING EVEREST CLASS A COMMON STOCK MAY EXERCISE REDEMPTION RIGHTS REGARDLESS OF WHETHER THEY ARE EVEN ENTITLED TO VOTE ON THE BUSINESS COMBINATION PROPOSAL.
TO EXERCISE REDEMPTION RIGHTS, HOLDERS MUST TENDER THEIR SHARES TO EQUINITI TRUST COMPANY, LLC, EVEREST’S TRANSFER AGENT, NO LATER THAN TWO (2) BUSINESS DAYS PRIOR TO THE STOCKHOLDERS MEETING. YOU MAY TENDER YOUR SHARES EITHER BY DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING DTC’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “STOCKHOLDERS MEETING AND WARRANT HOLDERS MEETING — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
 

 
NOTICE OF SPECIAL MEETING OF PUBLIC WARRANT HOLDERS
OF EVEREST CONSOLIDATOR ACQUISITION CORPORATION
TO BE HELD           , 2023
TO THE PUBLIC WARRANT HOLDERS OF EVEREST CONSOLIDATOR ACQUISITION CORPORATION:
NOTICE IS HEREBY GIVEN that a special meeting of the holders (the “Warrant Holders Meeting”) of warrants issued in the initial public offering (the “Public Warrants”) of Everest Consolidator Acquisition Corporation, a Delaware corporation (“Everest”) will be held at 9:30 a.m., Eastern Time, on       , 2023, at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, or via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
You are cordially invited to attend the Warrant Holders Meeting to conduct the following items of business and/or consider, and if thought fit, approve the following resolutions:
1.
The Warrant Amendment Proposal: To consider and vote upon an amendment to the warrant agreement that governs all of Everest’s outstanding Public Warrants to provide that, upon consummation of the merger of Unifund Merger Sub Inc., a Delaware corporation (“Merger Sub”), with and into Everest, with Everest surviving the merger (the “Merger”) pursuant to a Business Combination Agreement and Plan of Merger dated as of May 19, 2023, among Everest, Merger Sub and certain other parties, each Public Warrant issued and outstanding immediately prior to the consummation of the Merger will automatically be redeemed for cash at a redemption price of $0.50 per Public Warrant. Each Public Warrant is exercisable to purchase one share of Everest Class A common stock at $11.50 per share. The closing price of the Public Warrants on the NYSE on December 20, 2023 was $0.045.
2.
The Warrant Holders Adjournment Proposal: To consider and vote upon a proposal to adjourn the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Everest that more time is necessary or appropriate to approve the Warrant Amendment Proposal.
These items of business are described in this proxy statement/prospectus, which we encourage you to read carefully in its entirety before voting.
Only holders of record of Public Warrants at the close of business on November 20, 2023 are entitled to notice of the Warrant Holders Meeting and to vote and have their votes counted at the Warrant Holders Meeting and any adjournments or postponements of the Warrant Holders Meeting. This proxy statement/prospectus and accompanying proxy card are being provided to holders of Public Warrants in connection with the solicitation of proxies to be voted at the Warrant Holders Meeting and at any adjournment of the Warrant Holders Meeting. Whether or not you plan to attend the Warrant Holders Meeting, all holders of Public Warrants are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein carefully and in their entirety. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 26.
After careful consideration, the board of directors of Everest has determined that each of the proposals is fair to and in the best interests of Everest and holders of its Public Warrants and unanimously recommends that you vote or give instruction to vote “FOR” each of these proposals if presented. When you consider the recommendation of the board of directors of Everest, you should keep in mind that Everest’s directors and officers may have interests in the Merger that conflict with your interests as a stockholder. See the section entitled “Stockholder Proposal 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”
The Warrant Amendment Proposal must be approved by the holders of at least 50% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal must be approved by the holders of a majority of the Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. The Warrant Amendment Proposal will only become effective if the Merger is completed. If the Merger is not completed, the Warrant Amendment will not become effective, even if the holders of Public Warrants have approved the Warrant Amendment Proposal.
To ensure your representation at the Warrant Holders Meeting, however, you are urged to complete, sign, date and return the proxy card accompanying the proxy statement/prospectus as soon as possible. If your Public Warrants are held in an account at a brokerage firm or bank, you must instruct your broker or
 

 
bank on how to vote your shares or, if you wish to attend the Warrant Holders Meeting and vote electronically, obtain a proxy from your broker or bank.
Your vote is important regardless of the number of Public Warrants you own. Whether you plan to attend the Warrant Holders Meeting or not, please complete, sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your Public Warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the Public Warrants you beneficially own are properly counted.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
Adam Dooley
Chief Executive Officer
           , 2023
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PUBLIC WARRANTS WILL BE VOTED IN FAVOR OF EACH OF THE WARRANT HOLDER PROPOSALS.
 

 
TABLE OF CONTENTS
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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the SEC, by New PubCo (File No. 333-273362), constitutes a prospectus of New PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the New PubCo Securities to be issued to Everest Stockholders, if the business combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Stockholders Meeting at which Everest Stockholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business Combination by the approval and adoption of the Business Combination Proposal, among other matters, and the Warrant Holders Meeting.
 
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FREQUENTLY USED TERMS
In this proxy statement/prospectus:
Definitions
Ancillary Agreements” means the Contribution and Exchange Agreement, the New PubCo Registration Rights and Lock-up Agreement, the Sponsor Support Agreement, the Company Holder Support Agreement, the Non-Redemption Agreements and all the agreements, documents, instruments and certificates entered into or delivered in connection herewith or therewith and any and all exhibits and schedules thereto.
Antitrust Laws” means any laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition or creation or strength of a dominant position through merger or acquisition.
ASC” means the Accounting Standards Codification.
Available Cash” shall have the meaning given to such term in the Business Combination Agreement.
Bonus Pool Shares” means 1.5 million shares of New PubCo Common Stock expected to be issuable to certain investors pursuant to Non-Redemption Agreements. Such Bonus Pool Shares would be valued at approximately $16.4 million, based upon the closing price of the Everest Class A common stock on the NYSE on December 20, 2023.
Business Combination” means the transactions contemplated by the Business Combination Agreement.
Business Combination Agreement” means the Business Combination Agreement and Plan of Merger, attached to this proxy statement/ prospectus as Annex A, entered into as of May 19, 2023 by and among Everest, New PubCo, Merger Sub and the Target Companies, as it may be amended and supplemented from time to time.
CCRF” means Credit Card Receivables Fund Incorporated, an Ohio corporation.
CCRF Contribution and Exchange” means the contribution by David Rosenberg of the CCRF Equity Interests to New PubCo in exchange for the issuance of shares of New PubCo Common Stock to David Rosenberg.
Closing” means the closing of the Business Combination.
Closing Date” means the date on which the closing of the Business Combination occurs.
Code” means the Internal Revenue Code of 1986, as amended.
Collection Filings” means any approval, consent, ratification, permission, waiver, notice, non-objection, registration, filing or other authorization related or pertaining to any authorizations from governmental authorities relating or pertaining to the business of debt collection, loan or debt servicing, debtor solicitation, lending and extension of credit and any similar or related activities that are required to be obtained or made in connection with the Transactions prior to Closing.
Combined Company” means New PubCo and its combined and consolidated subsidiaries following consummation of the Business Combination.
Company Equity” means, collectively, the limited liability company interests of Holdings and USV held by ZB Limited, the issued and outstanding common stock and limited liability company interests, as applicable, of CCRF and Unifund Corporation beneficially owned by Rosenberg and the issued and outstanding limited liability company interests of Payce beneficially owned by the TER Trust, as applicable.
Company Equityholders” or “Company Equityholder” means, collectively or individually, (a) Rosenberg, (b) ZB Limited and (c) the TER Trust.
Company Holder Support Agreement” means that certain Company Equityholder Voting and Support Agreement, attached to this proxy statement/ prospectus as Annex D, dated as of May 19, 2023 by and among New PubCo and the Company Equityholders.
 
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Conditional Guaranty Agreements” means, collectively, the Initial Conditional Guaranty Agreement and the Second Conditional Guaranty Agreement.
Contribution and Exchange Agreement” means the Contribution and Exchange Agreement, dated as of May 19, 2023, by and among New PubCo and the Company Equityholders.
Contributions and Exchanges” means the contribution and exchanges contemplated by the Contribution and Exchange Agreement.
DAP I” means Distressed Asset Portfolio I, LLC, an Ohio limited liability company.
DAP IV” means Distressed Asset Portfolio IV, LLC, an Ohio limited liability company.
DF King” means D.F. King & Co., Inc., Everest’s proxy solicitor.
DGCL” means the Delaware General Corporation Law, as amended.
DTC” means the Depository Trust Company.
DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.
Earnout Shares” means 812,500 shares of New PubCo Common Stock issuable upon exchange of shares of Everest Class B common stock held by the Sponsor subject to vesting upon the occurrence of a Triggering Event during the Earnout Period.
Earnout Period” means the time period beginning on the date immediately following the Closing Date and ending on the date that is five years following the Closing Date.
Equity Interests” means (a) in the case of a corporation, any and all shares (however designated) of capital stock, (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership or limited liability company, any and all partnership, membership or limited liability company interests (whether general or limited) or units (whether common or preferred), (d) in any case, any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person and (e) in any case, any right to acquire any of the foregoing. Notwithstanding the foregoing, no Class B membership interest of any series of DAP IV constitutes an Equity Interest under the Business Combination Agreement.
Everest” means Everest Consolidator Acquisition Corporation, a Delaware corporation.
Everest Board” means the board of directors of Everest.
Everest Class A common stock” means the Class A common stock of Everest, par value $0.0001 per share.
Everest Class B common stock” means the Class B common stock of Everest, par value $0.0001 per share.
Everest Common Stock” means, collectively, the Everest Class A common stock and the Everest Class B common stock.
Everest Private Warrant Agreement” means the agreement, dated November 23, 2021, between Everest and the Transfer Agent, which sets forth the expiration and exercise price of and procedure for exercising the Private Placement Warrants; certain adjustment features of the terms of exercise; certain registration rights of the holders of Private Placement Warrants; a provision for amendments to the Everest Private Warrant Agreement; and indemnification of the warrant agent by Everest under the Everest Private Warrant Agreement.
Everest Public Stockholders” means the holders of the Everest Class A common stock.
Everest Public Warrant Agreement” means the agreement, dated November 23, 2021, between Everest and the Transfer Agent, which sets forth the expiration and exercise price of and procedure for exercising
 
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the Public Warrants; certain adjustment features of the terms of exercise; provisions relating to redemption and cashless exercise of the Public Warrants; certain registration rights of the holders of Public Warrants; a provision for amendments to the Everest Public Warrant Agreement; and indemnification of the warrant agent by Everest under the Everest Public Warrant Agreement.
Everest Securities” means Everest Common Stock, Everest Warrants and/or Everest Units.
Everest Stockholders” means the holders of Everest Common Stock.
Everest Units” means the units issued at the time of the IPO, with each unit consisting of one share of Everest Class A common stock and one-half of one Public Warrant, at an offering price per Everest Unit of $10.00.
Everest Warrant Agreements” means the Everest Private Warrant Agreement and the Everest Public Warrant Agreement.
Everest Warrants” means the Public Warrants and the Private Placement Warrants.
Exchange Act” means the Securities Exchange Act of 1934, as amended.
Existing Organizational Documents” means Everest’s Amended and Restated Certificate of Incorporation, dated November 23, 2021, and Everest’s Bylaws, dated November 23, 2021, as may hereafter be amended.
Extension Meeting” means the special meeting of holders of Everest Common Stock held on August 24, 2023 at which holders of Everest Common Stock voted upon, among other items, (i) a proposal to amend Everest’s Existing Governing Organizational Documents to extend the date by which Everest must consummate an initial business combination up to an additional six times, for one-month each time, from August 28, 2023 to February 28, 2024 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $280,000 and (b) $0.035 per outstanding share of Everest Common Stock and (ii) a proposal to amend Everest’s Existing Organizational Documents to eliminate the limitation that Everest shall not redeem shares of Everest Class A common stock to the extent that such redemption would cause Everest’s net tangible assets to be less than $5,000,001. All of the proposals presented at the Extension Meeting were approved by the requisite holders of Everest Common Stock.
Extension Private Placement Warrants” means Everest’s issuance to the Sponsor of 1,150,000 private placement warrants, in connection with the Initial Extension, at a rate of $1.50 per private placement warrant, having the same terms as the private placement warrants issued to the Sponsor in connection with the closing of the IPO, in exchange for the Sponsor’s deposit of $1,725,000, representing $0.10 per share of Everest Class A common stock held by Everest Public Stockholders, into the Trust Account.
Extension Redemptions” means the election by 63 Everest Public Stockholders to redeem an aggregate of 3,825,869 shares of Everest Class A common stock in connection with the Extension Meeting.
First Tax Reimbursement Amount” means a cash payment to ZB Limited equal to the lesser of (i) the estimated amount, determined in good faith by ZB Limited in consultation with New PubCo and Sponsor, of the U.S. federal and applicable state income tax liabilities that will be incurred by the members of ZB Limited for the taxable year that includes the Closing Date that are incurred as a result of the transactions contemplated by the Business Combination Agreement to the ZB Contribution and Exchange (calculated without regard to any net income allocations for the period ending on the Closing date except to the extent cash distributions are made by any members of the Target Company Group in respect of such allocations prior to the Closing Date) and (ii) $3,000,000.
Founder Shares” means the shares of Everest Class B common stock issued and outstanding held by the Sponsor.
GAAP” means U.S. generally accepted accounting principles.
Incentive Award Plan” means the Unifund Financial Technologies, Inc. 2023 Incentive Award Plan, substantially in the form attached to this proxy statement/prospectus as Annex J.
 
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Initial Conditional Guaranty Agreement” means a conditional guaranty agreement in favor of the noteholder in respect of the Note issued and sold by the Sponsor to a third-party investor in connection with the Initial Extension.
Initial Extension” means the extension made on February 28, 2023, through which we extended the period we have to consummate our initial business combination by a period of three months from February 28, 2023 to May 28, 2023.
Investment Company Act” means the Investment Company Act of 1940, as amended.
IPO” means Everest’s initial public offering of Everest Units, Everest Class A common stock and Public Warrants pursuant to the IPO registration statement and completed on November 29, 2021.
IPO registration statement” means the registration statements filed for Everest’s IPO on
Form S-1 declared effective by the SEC on November 23, 2021 (SEC File No. 333-260343).
JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
Lock-up Shares” means shares of New PubCo Common Stock and any other equity securities convertible into or exercisable or exchangeable for shares of New PubCo Common Stock (including any Private Placement Warrants) held by the Sponsor and the Company Equityholders immediately following the Closing (other than shares of New PubCo Common Stock and any other equity securities convertible into or exercisable or exchangeable for shares of New PubCo Common Stock acquired pursuant to open market purchases subsequent to the Closing).
Maximum Redemptions” means the maximum number of Everest Class A common stock that may be redeemed in connection with the proposed Business Combination, while still satisfying the Minimum Cash Condition. This condition in no way prevents Everest Stockholders from redeeming their shares of Everest Class A common stock.
Merger” means the merger of Merger Sub with and into Everest, with Everest surviving the merger as a wholly-owned direct subsidiary of New PubCo.
Merger Effective Time” means the effective time of the Merger.
Merger Sub” means Unifund Merger Sub Inc., a Delaware corporation.
Minimum Cash Condition” means the closing condition in the Business Combination Agreement that the amount of Available Cash shall be no less than $40,000,000.
Nasdaq” means the Nasdaq Stock Market LLC.
New PubCo” means Unifund Financial Technologies, Inc., a Delaware corporation.
New PubCo Board” means the board of directors of New PubCo subsequent to the completion of the Business Combination.
“New PubCo Common Stock” means the common stock of New PubCo, par value $0.0001 per share.
New PubCo Registration Rights and Lock-up Agreement” means the agreement, substantially in the form attached to this proxy statement/prospectus as Annex F, to be entered into upon the consummation of the Business Combination, among New PubCo, the Sponsor and the Company Equityholders, pursuant to which the parties thereto will be entitled to certain piggyback registration rights and customary demand registration rights.
New PubCo Securities” means shares of New PubCo Common Stock and New PubCo Warrants.
New PubCo Warrant” means a warrant that represents the right to acquire shares of New PubCo Common Stock, on substantially similar terms as those set forth in the Everest Public Warrant Agreement.
Non-Redemption Agreements” means Non-Redemption Agreements that Everest and the Sponsor intend to enter into with certain investors, pursuant to which Everest and the Sponsor are expected to,
 
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among other things, provide Bonus Pool Shares to such investors in exchange for each such investor’s agreement to, among other things, not redeem such investor’s Everest Class A common stock.
NYSE” means The New York Stock Exchange.
Payce” means Payce, LLC, an Ohio limited liability company.
Pre-Closing Financing” means any issuance by Everest, New PubCo and/or the Target Companies of any shares of capital stock or warrants to purchase shares of capital stock, for which the issue price has been paid to such issuer on or after the date of the Business Combination Agreement and prior to or simultaneously with the Closing.
Private Placement” means the private placement by Everest of 6,333,333 Private Placement Warrants to the Sponsor simultaneously with the closing of the IPO.
Private Placement Warrants” means the Public Warrants sold to the Sponsor simultaneously with the closing of the IPO in a private placement at a price of $1.50 per warrant. Each Private Placement Warrant is exercisable for one share of Everest Class A common stock at a price of $11.50 per share.
Proposed New PubCo Bylaws” means the bylaws of New PubCo, as of and following the Merger and to remain in effect following the Closing, substantially in the form attached hereto as Annex C.
Proposed New PubCo Certificate of Incorporation” means the certificate of incorporation of New PubCo, as of and following the Merger and to remain in effect following the Closing, substantially in the form attached hereto as Annex B.
Proposed New PubCo Organizational Documents” means the Proposed New PubCo Bylaws and Proposed New PubCo Certificate of Incorporation.
proxy statement/prospectus” means the proxy statement/prospectus forming a part of this registration statement.
Public Warrants” means Everest warrants sold in the IPO (whether they were purchased in the form of Everest Units in the IPO or thereafter in the open market).
Public Shares” means the Everest Class A common stock issued in the IPO.
Record Date” means November 20, 2023.
redemption” means the redemption of Everest Class A common stock for the redemption price.
redemption right” means the right of each Public Stockholder (as determined in accordance with the Existing Organizational Documents and the Trust Agreement) to redeem all or a portion of such holder’s Class A common stock, at the redemption price in connection with the Stockholders Meeting.
Reorganization” means the reorganization of Holdings, CCRF, USV and certain other members of the Target Company Group in connection with the Business Combination Agreement.
Required Stockholder Proposals” means the Business Combination Proposal, the Charter Proposal and the Incentive Award Plan Proposal.
Requisite Company Equityholder Approval” means the approval of the holders of Equity Interests of each Target Company necessary to approve the Transactions under its governing documents and applicable law.
Rule 144” means Rule 144 under the Securities Act.
Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.
SEC” means the U.S. Securities and Exchange Commission.
Second Conditional Guaranty Agreement” means a conditional guaranty agreement in favor of the noteholder in respect of the Note issued and sold by the Sponsor to a third-party investor in connection with the Second Extension.
 
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Second Extension” means the extension made on May 26, 2023, through which we extended the period we have to consummate our initial business combination by a period of an additional three months from May 28, 2023 to August 28, 2023.
Second Extension Private Placement Warrants” means Everest’s issuance to the Sponsor of 1,150,000 private placement warrants, in connection with the Second Extension, at a rate of $1.50 per private placement warrant, having the same terms as the private placement warrants issued to the Sponsor in connection with the closing of the IPO and the Extension Private Placement Warrants issued to the Sponsor in connection with the closing of the Initial Extension, in exchange for the Sponsor’s deposit of $1,725,000, representing $0.10 per share of Everest Class A common stock held by Everest Public Stockholders, into the Trust Account.
Second New PubCo Exchange Effective Time” means the effective time of the Second New PubCo Exchange.
Second Tax Reimbursement Amount” means a cash payment to ZB Limited equal to the lesser of (i) the estimated amount, determined in good faith by ZB Limited, in consultation with New PubCo and Sponsor, of U.S. federal and applicable state income tax liabilities incurred by the members of ZB Limited for the taxable year including January 31, 2024 that are incurred by such members as a result of the payment of the First Tax Reimbursement Amount and (ii) $1,200,000.
Securities Act” means the Securities Act of 1933, as amended.
Share Transfer Agreement” means that certain Class B Shares Transfer Agreement and Promissory Note, dated as of May 7, 2023 by and among the Sponsor and the Noteholder whereby the Sponsor agreed to transfer 375,000 shares of Everest Class B common stock to the Noteholder upon the consummation of the Business Combination.
Sponsor” means Everest Consolidator Sponsor, LLC (an affiliate of Belay Associates, LLC), a Delaware limited liability company.
Sponsor Support Agreement” means that certain Sponsor Support Agreement, attached to this proxy statement/ prospectus as Annex E, dated as of May 19, 2023 by and among Sponsor, New PubCo, Everest and the Target Companies.
Stockholder Proposals” means, collectively, the Business Combination Proposal, the Charter Proposal, the Incentive Award Plan Proposal and the Stockholder Adjournment Proposal.
Stockholders Meeting” means the special meeting of the Everest Public Stockholders, to be held on       , 2023 at 10:00 a.m., Eastern Time, at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned.
Target Companies” means, collectively, USV, Holdings and CCRF, and each a “Target Company.”
Target Company Group” means, prior to the Reorganization, the entities listed on Annex I of the Business Combination Agreement, and, following the Reorganization, the Target Companies, Unifund Corporation and Payce and their respective Subsidiaries, collectively.
TER Contribution and Exchange” means the contribution by David Rosenberg, solely as trustee of the TER Trust, of 100% of the Equity Interests in Payce beneficially owned by the TER Trust to New PubCo in exchange for the issuance of New PubCo Common Stock to the TER Trust.
Termination Date” means the latest date at which the Business Combination must be completed. Giving effect to the results of the Extension Meeting, we have until February 28, 2024 to complete an initial business combination.
Transactions” means the Contributions and Exchanges, the Reorganization and the Merger, collectively.
Transfer Agent” means Equiniti Trust Company, LLC.
 
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Treasury Regulations” means the Code, its legislative history, and final, temporary and proposed treasury regulations promulgated thereunder as then amended.
Triggering Event” means the first date during the Earnout Period on which the New PubCo Share Price is greater than $11.50 (as adjusted for share splits, reverse share splits, sub-divisions, rights issuances, stock dividends, reorganizations, recapitalizations and other similar transactions).
Trust Account” means the trust account of Everest, which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.
Trust Agreement” means the Investment Management Trust Agreement, dated as of November 23, 2021, between Everest and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC), as trustee.
Unifund” means, prior to the Reorganization, the Target Companies and their respective subsidiaries and affiliated entities conducting the Unifund Business, and, following the Reorganization, the Target Companies and their respective subsidiaries.
Unifund Business” means the business of purchasing, managing, servicing and liquidating distressed consumer receivables and related activities. See the section titled “The Business Combination Agreement — Certain Agreements Related to the Business Combination — Contribution and Exchange Agreement” of this proxy statement/prospectus for additional information.
Warrant Holders Meeting” means the special meeting of Everest’s Public Warrant Holders, to be held on       , 2023 at 9:30 a.m., Eastern Time, at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, and via a virtual meeting, or at such other time, on such other date, and at such other place to which the meeting may be adjourned.
Warrant Holders Proposals” means the Warrant Amendment Proposal and the Warrant Holders Adjournment Proposal.
Working Capital Loans” means certain loans that may be made by the Sponsor or an affiliate of the Sponsor, or certain of Everest’s officers and directors in connection with the financing of a business combination.
ZB Contribution and Exchange” means the ZB Limited’s contribution of its Equity Interests in each of Holdings, USV, DAP I and DAP IV to New PubCo in exchange for the issuance of new shares of New PubCo Common Stock to ZB Limited.
ZB Limited” means ZB Limited Partnership, a Delaware limited partnership.
 
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MARKET AND INDUSTRY DATA
Information contained in this proxy statement/prospectus concerning the market and the industry in which Unifund competes, including its market position, general expectations of market opportunity and market size, is based on information from various third-party sources, assumptions made by Unifund management based on such sources and Unifund’s knowledge of the debt recovery and management market. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. We have not independently verified any third-party information. The industry in which Unifund operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections entitled “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors — Risks Related to Unifund” and elsewhere in this proxy statement/prospectus. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by Unifund.
 
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PRESENTATION OF FINANCIAL INFORMATION
Presentation of Financial Information
This proxy statement/prospectus contains:

the audited combined consolidated financial statements of Unifund as of and for the years ended December 31, 2022 and 2021, prepared in accordance with GAAP;

the audited financial statements of Everest as of December 31, 2022 and 2021, for the year ended December 31, 2022 and for the period from March 8, 2021 (inception) through December 31, 2021, each prepared in accordance with GAAP;

the unaudited pro forma condensed combined financial information of New PubCo as of and for periods ended September 30, 2023 and 2022 and the year ended December 31, 2022, prepared in accordance with Article 11 of SEC Regulation S-X;

the unaudited financial statements of Unifund as of and for the periods ended September 30, 2023 and 2022, each prepared in accordance with GAAP; and

the unaudited financial statements of Everest as of and for the periods ended September 30, 2023 and 2022, each prepared in accordance with GAAP.
The historical results and pro forma financial information presented below are not necessarily indicative of the results to be expected for any future period. You should carefully read the following selected financial information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Everest” and Everest’s financial statements and the related notes appearing elsewhere in this proxy statement/prospectus.
This information should be read in conjunction with “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Unifund” and Unifund’s combined financial statements and notes thereto included elsewhere in this proxy statement/prospectus. The selected historical combined financial information in this section is not intended to replace Unifund’s historical combined financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus. Unifund’s historical results are not necessarily indicative of future results.
The non-GAAP information of Unifund included in this proxy statement/prospectus should be read in conjunction with Unifund’s audited combined financial statements and unaudited interim combined financial statements and the related notes included elsewhere in this proxy statement/prospectus, as well as the pro forma financial information included elsewhere in this proxy statement/prospectus. Please see the section entitled “Stockholder Proposal 1: The Business Combination Proposal — Certain Unaudited Unifund Prospective Financial Information” beginning on page 102 of this proxy statement/prospectus.
 
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TRADEMARKS, TRADE NAMES, AND SERVICE MARKS
The Unifund logo and other trademarks or service marks of Unifund appearing in this proxy statement/prospectus are the property of New PubCo and/or Unifund. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of other entities. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks, copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS
This proxy statement/prospectus contains forward-looking statements. Forward-looking statements provide the respective current expectations or forecasts of future events of New PubCo, Unifund and Everest. Forward-looking statements include statements about New PubCo’s, Unifund’s, and Everest’s respective expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will” and “would,” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement/prospectus include, but are not limited to, statements regarding Unifund’s operations, cash flows, financial position and dividend policy.
Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Unifund,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Everest,” “Business of Everest and Certain Information About Everest” and “Business of Unifund and Certain Information About Unifund CCR Partners” The risks and uncertainties include, but are not limited to:

the availability of and our ability to purchase receivable portfolios at favorable prices;

intense competition of other purchasers of charged-off accounts, third party collection agencies or other financial service companies;

our ability to replace or purchase portfolios of charged-off accounts at favorable prices in sufficient amounts;

an increase of certain insolvency proceedings and bankruptcy filings involving liquidation;

the concentration of our portfolio purchases with a limited number of sellers

the reliability of our statistical models used to project remaining cash flows from our charged-off accounts;

our ability to successfully pursue collections;

each of our partners’ compliance with the agreements we enter into;

the substantial debt we have incurred and our ability to generate sufficient cash to service our indebtedness and fund our working capital;

the parties’ ability to consummate the Business Combination, including Everest and Unifund being able to receive all required regulatory, third-party and shareholder approvals for the Business Combination;

the anticipated benefits of the Business Combination, including the potential amount of cash that may be available to New PubCo upon consummation of the proposed Business Combination and the use of the net proceeds following the redemptions;
 
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the anticipated timing of the Business Combination;

Unifund’s expectation that New PubCo Common Stock will be accepted for listing on the NYSE American following the Closing of the proposed Business Combination;

the financial and business performance of Unifund, including Unifund’s anticipated results from operations in future periods;

the impact of macroeconomic factors, including health epidemics, such as the COVID-19 pandemic, rising inflation and interest rates and global conflict and the actions Unifund may take in response thereto;

the stability of the financial and capital markets;

other current estimates and assumptions regarding the Business Combination and its benefits; such expectations and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change;

the amount of any redemptions by existing holders of Everest Class A common stock being greater than expected, which may reduce the cash in Trust Account available to Unifund upon the consummation of the Business Combination;

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement and/or payment of the termination fees;

potential future litigation, including the outcome of any legal proceedings that may be instituted against Everest or Unifund following announcement of the Business Combination Agreement;

the risk that the announcement and consummation of the Business Combination disrupts Unifund’s current plans;

the ability to recognize the anticipated benefits of the Business Combination;

unexpected costs related to the Business Combination;

legislative, political or economic developments;

the need to obtain permits and comply with laws and regulations and other regulatory requirements; and

other factors discussed in “Risk Factors.”
Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this proxy statement/prospectus. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus. New PubCo, Unifund, and Everest undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks New PubCo describes in the reports it will file from time to time with the SEC after the date of this proxy statement/prospectus.
In addition, statements that “New PubCo believes,” “Unifund believes” or “Everest believes” and similar statements reflect New PubCo’s, Unifund’s, and Everest’s respective beliefs and opinions on the relevant subject. These statements are based on information available to them as of the date of this proxy statement/prospectus, and while New PubCo, Unifund and Everest respectively believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. New PubCo’s, Unifund’s, and Everest’s statements should not be read to indicate that they have respectively conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.
Although New PubCo, Unifund and Everest respectively believe the expectations reflected in the forward-looking statements were reasonable at the time made, they cannot guarantee future results, level of activity,
 
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performance or achievements. Moreover, neither New PubCo, Unifund nor Everest nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking statements contained in this proxy statement/prospectus and any subsequent written or oral forward-looking statements that may be issued by New PubCo, Unifund, Everest or persons acting on their behalf.
 
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR STOCKHOLDERS
The questions and answers below highlight only selected information from this document and only briefly address certain commonly asked questions about the proposals to be presented at the Stockholders Meeting and the Warrant Holders Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to our stockholders. We urge stockholders to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Stockholders Meeting, which will be held at 10:00 a.m., Eastern Time, on         , 2023 at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned, and the Warrant Holders Meeting, which will be held at 9:30 a.m., Eastern Time, on         , 2023 at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned.
Q.
Why am I receiving this proxy statement/prospectus?
A.
You are receiving this proxy statement/prospectus in connection with the meetings of the Everest Public Stockholders and Public Warrant Holders. Everest is holding the Stockholders Meeting and the Warrant Holders Meeting to consider and vote upon the proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Everest Public Stockholders are being asked to consider and vote upon the Business Combination Proposal to approve the Business Combination Agreement and the Business Combination contemplated thereby. The Business Combination Agreement provides that, among other things, (a) prior to the Closing, the Company Equityholders will cause the reorganization of Holdings, CCRF, USV and certain other members of the Target Company Group, (b) Merger Sub will merge with and into Everest, with Everest surviving such merger as a direct, wholly owned subsidiary of New PubCo and (c) New PubCo, the Company Equityholders and the Target Companies will consummate the contributions and exchanges contemplated by the Contribution and Exchange Agreement such that as a result of such contributions and exchanges New PubCo will directly own (i) 100% of the outstanding Equity Interests of CCRF and 100% of the outstanding Equity Interests in Unifund Corporation beneficially owned by David Rosenberg prior to the CCRF Contribution and Exchange, (ii) 100% of the outstanding Equity Interests in Payce beneficially owned by the TER Trust prior to the TER Contribution and Exchange and (iii) 100% of the outstanding Equity Interests in DAP I and DAP IV beneficially held by ZB Limited prior to the ZB Contribution and Exchange (constituting 25% of the outstanding Equity Interests of each of DAP I and DAP IV), and CCRF will own 100% of the outstanding Equity Interests in each of Holdings and USV. At the effective time of the Merger, (a) each share of Everest common stock outstanding immediately prior to the effective time of the Merger will be automatically exchanged for a share of New PubCo Common Stock on a one-for-one basis and (b) each outstanding Everest Warrant that is outstanding immediately prior to the effective time of the Merger will be exchanged into a right to acquire the same number of shares of New PubCo Common Stock at an exercise price of $11.50, unless the holders (the “Public Warrant Holders”) of Everest warrants issued in the initial public offering of Everest (the “Public Warrants”) approve the amendment to the warrant agreement that governs all of Everest’s outstanding Public Warrants to provide that, immediately prior to the consummation of the Merger, the Public Warrants will only be convertible or exchangeable into (or otherwise only represent a right to receive) $0.50 per Public Warrant, and each holder of Public Warrants shall receive a cash payment for $0.50 for each Public Warrant held by such holder payable promptly following the Closing. Each Public Warrant is exercisable to purchase one share of Everest Class A common stock at $11.50 per share. The closing price of the Public Warrants on the NYSE on December 20, 2023 was $0.045. In connection with the Contributions and Exchanges, the Company Equityholders will receive 10,000,000 shares as consideration for the Equity Interests contributed in the Contributions and Exchanges. Approval of the Business Combination Agreement and the transactions contemplated thereby by Everest Public Stockholders is required by the Business Combination Agreement and the Existing Organizational Documents. A copy of the Business Combination
 
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Agreement is attached to this proxy statement/prospectus as Annex A and Everest encourages its stockholders to read it in its entirety. See the section titled “Stockholder Proposal 1: The Business Combination Proposal.”
Everest Public Stockholders are also being asked to consider and vote upon the Charter Proposal to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the Proposed New PubCo Certificate of Incorporation (a copy of which is attached to this proxy statement/ prospectus as Annex B) and the Proposed New PubCo Bylaws (a copy of which is attached to this proxy statement/prospectus as Annex C) which, if approved, would take effect upon the closing of the Transactions See the section titled “Stockholder Proposal 2: The Charter Proposal.
Everest’s stockholders are also being asked to consider and vote upon the Incentive Award Plan Proposal to approve the Incentive Award Plan, a copy of which is attached to this proxy statement/prospectus as Annex J, to be effective upon approval by Everest’s stockholders. See the Section titled “Stockholder Proposal 3: The Incentive Award Plan Proposal.
Everest Public Stockholders are also being asked to consider and vote upon the Stockholder Adjournment Proposal to adjourn the Stockholders Meeting to a later date or dates, including, if necessary, (i) to permit further solicitation and vote of proxies if it is determined by Everest that more time is necessary or appropriate to approve one or more Stockholder Proposals at the Stockholders Meeting, (ii) to allow reasonable additional time for filing or mailing of any supplemental or amended disclosure required under applicable law and (iii) if the holders of Everest Common Stock have elected to redeem such shares such that either (a) the shares of New PubCo Common Stock and New PubCo Warrants would not be approved for listing on the NYSE American or (b) the Minimum Cash Condition would not be met at Closing. See the section titled “Stockholder Proposal 4: The Stockholder Adjournment Proposal.
The presence, in person or by proxy, of Everest Stockholders representing a majority of the issued and outstanding Everest Common Stock on the Record Date and entitled to vote on the Stockholder Proposals to be considered at the Stockholders Meeting will constitute a quorum for the Stockholders Meeting.
Public Warrant Holders are being asked to consider and vote upon the Warrant Amendment. The Warrant Amendment provides that, upon consummation of the Merger, Public Warrants issued and outstanding immediately prior to the consummation of the Merger will only be convertible or exchangeable into (or otherwise only represent a right to receive) $0.50 per Public Warrant, and each holder of Public Warrants shall receive a cash payment for $0.50 for each Public Warrant by such holder payable promptly following the Closing, and after giving effect to the amendment, the Public Warrants will no longer be convertible into or exercisable for any shares of New PubCo Common Stock or Everest Common Stock. Each Public Warrant is exercisable to purchase one share of Everest Class A common stock at $11.50 per share. The closing price of the Public Warrants on the NYSE on December 20, 2023 was $0.045. See the Section titled “Warrant Holder Proposal 1: Warrant Amendment Proposal.
Public Warrant Holders are also being asked to consider and vote upon a proposal to adjourn the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Everest that more time is necessary or appropriate to approve the Warrant Amendment Proposal. See the Section titled “Warrant Holder Proposal 2: Warrant Holders Adjournment Proposal.
YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.
Q.
When and where will the Stockholders Meeting be held?
A.
The Stockholders Meeting will be held at 10:00 a.m., Eastern Time, on       , 2023, at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting
 
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may be adjourned. Only stockholders who hold Everest Common Stock at the close of business on the Record Date will be entitled to vote at the Stockholders Meeting.
Q.
When and where will the Warrant Holders Meeting be held?
A.
The Warrant Holders Meeting will be held at 9:30 a.m., Eastern Time, on        , 2023, at the offices of Latham & Watkins LLP located at 1271 Avenue of the Americas, New York, New York 10020, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. Only Public Warrant Holders who hold Public Warrants at the close of business on the Record Date will be entitled to vote at the Warrant Holders Meeting.
Q.
What is being voted on at the Stockholders Meeting and the Warrant Holders Meeting?
A.
At the Stockholders Meeting, the stockholders of Everest are being asked to vote on the following Stockholder Proposals:
(1)
The Business Combination Proposal;
(2)
The Charter Proposal;
(3)
The Incentive Award Plan Proposal; and
(4)
The Stockholder Adjournment Proposal.
At the Warrant Holders Meeting, the Public Warrant Holders of Everest are being asked to vote on the following Warrant Holder Proposals:
(1)
The Warrant Amendment Proposal; and
(2)
The Warrant Holders Adjournment Proposal.
Q.
Are the Stockholder Proposals and the Warrant Holder Proposals conditioned on one another?
A.
The Stockholder Proposals are not conditioned upon the approval of the Warrant Holder Proposals. Each of the Business Combination Proposal, the Charter Proposal and Incentive Award Plan Proposal is interdependent upon the other and each must be approved in order for Everest to complete the Business Combination contemplated by the Business Combination Agreement. The Business Combination Proposal, the Charter Proposal, the Incentive Award Plan Proposal and the Stockholder Adjournment Proposal will require the affirmative vote of a majority of the Everest Stockholders, who, being present and entitled to vote at the Stockholders Meeting, vote at the Stockholders Meeting. The Stockholder Adjournment Proposal is not conditioned upon the approval of any of the Required Stockholder Proposals. The Warrant Amendment Proposal must be approved by the holders of at least 50% of the outstanding Public Warrants. The Warrant Amendment Proposal will only become effective if the Stockholder Proposals are approved and the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment Proposal will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.
Q.
Why is Everest proposing the Business Combination?
A.
Everest was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Since Everest’s organization, the Everest Board has sought to identify suitable candidates in order to effect such a transaction. In its review of Unifund, the Everest Board considered a variety of factors weighing positively and negatively in connection with the Business Combination. After careful consideration, the Everest Board has determined that the Business Combination presents a highly attractive business combination opportunity and is in the best interests of Everest Public Stockholders. The Everest Board believes that, based on its review and consideration, the Business Combination with Unifund presents an opportunity to increase stockholder value. However, there can be no assurance that the anticipated benefits of the Business Combination will be achieved. Approval of the Business Combination by Everest Public Stockholders is required by the Business Combination Agreement and the Existing Organizational Documents.
 
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Q.
What will happen in the Business Combination?
A.
The Business Combination consists of a series of transactions pursuant to which: (a) prior to the Closing, David Rosenberg and ZB Limited will cause the reorganization of Holdings, CCRF, USV and certain other members of the Target Company Group, (b) Merger Sub will merge with and into Everest, with Everest surviving such merger as a direct, wholly owned subsidiary of New PubCo and (c) New PubCo, the Company Equityholders and the Target Companies will consummate the contributions and exchanges contemplated by the Contribution and Exchange Agreement such that as a result of such contributions and exchanges New PubCo will directly own (i) 100% of the outstanding Equity Interests of CCRF and 100% of the outstanding Equity Interests in Unifund Corporation beneficially owned by David Rosenberg prior to the CCRF Contribution and Exchange, (ii) 100% of the outstanding Equity Interests in Payce beneficially owned by the TER Trust prior to the TER Contribution and Exchange and (iii) 100% of the outstanding Equity Interests in DAP I and DAP IV beneficially held by ZB Limited prior to the ZB Contribution and Exchange (constituting 25% of the outstanding Equity Interests of each of DAP I and DAP IV) and CCRF will own 100% of the outstanding Equity Interests in each of Holdings and USV. At the effective time of the Merger, (a) each share of Everest common stock outstanding immediately prior to the effective time of the Merger will be automatically exchanged for a share of New PubCo Common Stock on a one-for-one basis and (b) each outstanding Everest Warrant that is outstanding immediately prior to the effective time of the Merger will be exchanged into a right to acquire the same number of shares of New PubCo Common Stock at an exercise price of $11.50, unless the Public Warrant Holders approve the amendment to the warrant agreement that governs all of Everest’s outstanding Public Warrants to provide that, immediately Prior to the consummation of the Merger, the Public Warrants will only be convertible or exchangeable into (or otherwise only represent a right to receive) $0.50 per Public Warrant, and each holder of Public Warrants shall receive a cash payment for $0.50 for each Public Warrant held by such holder payable promptly following the Closing. Each Public Warrant is exercisable to purchase one share of Everest Class A common stock at $11.50 per share. The closing price of the Public Warrants on the NYSE on December 20, 2023 was $0.045. In connection with the Contributions and Exchanges, the Company Equityholders will receive 10,000,000 shares as consideration for the Equity Interests contributed in the Contributions and Exchanges.
Q.
What consideration will be received in connection with the Business Combination?
A.
The aggregate consideration to be paid in the Business Combination is derived from an aggregate transaction pro forma enterprise value of $232 million, apportioned between cash and shares of New PubCo Common Stock, as more specifically set forth in the Business Combination Agreement. The pro forma enterprise value of $232 million for New PubCo assumes that Everest retains at least $60 million in the Trust Account following any redemptions in connection with the Stockholders Meeting. 1.5 million shares of New PubCo Common Stock are expected to be issuable to certain investors who enter into Non-Redemption Agreements following the consummation of the Business Combination (the “Bonus Pool Shares”). The Sponsor intends to forfeit a number of Founder Shares equal to the number of Bonus Pool Shares prior to the consummation of the Business Combination, such that the issuance of the Bonus Pool Shares is not expected to have a dilutive effect upon current Everest Public Stockholders. The Bonus Pool Shares will serve as an incentive to enter into the Non-Redemption Agreements in order to retain the targeted $60 million of cash in Everest’s Trust Account. Such Bonus Pool Shares would be valued at approximately $16.4 million, based upon the closing price of the Everest Class A common stock on the NYSE on December 20, 2023, and are expected to be unrestricted and freely tradable upon issuance. In comparison, the price of Everest Units (which consist of one share of Everest Class A common stock and one Public Warrant) issued to the public in Everest’s IPO, was $10.00 per Everest Unit and the price paid per Founder Share prior to Everest’s IPO by the Sponsor was approximately $0.004 per Founder Share. Everest’s directors, officers and their affiliates will not enter into Non-Redemption Agreements. In addition, on or before January 31, 2024, New PubCo will make or cause to be made a cash payment to ZB Limited equal to the First Tax Reimbursement Amount. On or before January 31, 2025, New PubCo will make or cause to be made a cash payment to ZB Limited equal to the Second Tax Reimbursement Amount. For further details, see “The Business Combination Agreement — Consideration.”
 
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Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?
A.
The U.S. federal income tax consequences of exercising redemption rights that may be relevant to holders of shares of Everest Class A common stock are discussed in more detail in the section entitled “Certain U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Redemption of Everest Class A Common Stock.” The discussion of the U.S. federal income tax consequences contained in this proxy statement is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to holders of Everest Class A common stock in respect of the exercise of their redemption rights, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws. All holders considering exercising their redemption rights are urged to consult their tax advisor regarding the tax consequences of such an exercise, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
Q.
What are the U.S. federal income tax consequences as a result of the Merger?
A.
The Merger has been structured to qualify as a transaction described in Section 351 of the Code, which would result in it being a tax-deferred transaction to the holders of Everest Class A common stock that participate in the Merger. However, the closing of the Merger is not conditioned on it so qualifying as a transaction described in Section 351 of the Code. Please see the section entitled “Certain U.S. Federal Income Tax Considerations — Material U.S. Federal Income Tax Consequences of the Merger.” Holders of Everest Class A common stock are urged to consult their tax advisor regarding the tax consequences of participating in the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.
Q.
What equity stake will current Everest Public Stockholders, the Company Equityholders and the Sponsor hold in New PubCo immediately after the Closing?
A.
It is anticipated that, under the minimum required redemption scenario, following the Closing: (i) the Everest Public Stockholders will own approximately 39.9% of the outstanding shares of New PubCo Common Stock; (ii) the Sponsor will own approximately 10.0% of the outstanding shares of New PubCo Common Stock; (iii) David Rosenberg will own approximately 37.6% of the outstanding shares of New PubCo Common Stock and (iv) ZB Limited will own approximately 12.5% of the outstanding shares of New PubCo Common Stock. The minimum required redemption scenario assumes that 5,474,131 shares of Everest Class A common stock are redeemed at an assumed redemption price of approximately $10.86 per share based on the funds held in the Trust Account available for redemptions as of September 30, 2023 of approximately $59.4 million.
It is anticipated that, under the maximum redemption scenario, following the Closing: (i) the Everest Public Stockholders will own approximately 30.1% of the outstanding shares of New PubCo Common Stock; (ii) the Sponsor will own approximately 11.6% of the outstanding shares of New PubCo Common Stock; (iii) David Rosenberg will own approximately 43.7% of the outstanding shares of New PubCo Common Stock and (iv) ZB Limited will own approximately 14.6% of the outstanding shares of New PubCo Common Stock. The maximum redemption scenario assumes the assumptions within the Minimum Redemption Scenario with certain adjustments. It also assumes that an incremental 2,779,518 shares of Everest Class A common stock will be redeemed at a price of $10.86 per share for a total of $30.2 million. The maximum redemption scenario in no way prevents Everest Stockholders from redeeming their shares of Everest Class A common stock.
The Business Combination Agreement provides that the Target Companies’ obligation to consummate the Business Combination is conditioned on, among other things, the Minimum Cash Condition, which requires that the Company shall have Available Cash of at least $40,000,000, equal to the amount of cash available to be released from the Trust Account as of immediately prior to the Closing (net of redemptions) minus certain transaction expenses. The Minimum Cash Condition would not be met in the event that more shares of Everest Class A common stock are validly submitted for redemption than is contemplated by the maximum redemption scenario, which would allow the Company Equityholders to prevent the closing of the Business Combination unless Everest obtained additional financing to satisfy the Minimum Cash Condition or the Company Equityholders decide to waive the Minimum
 
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Cash Condition. Further, it is a condition to the Target Companies’ obligation to close the Business Combination that the Company Equityholders receive at least a majority of the New PubCo Common Stock, calculated on a fully diluted basis.
For more information, please see the sections titled “Beneficial Ownership of Securities” and “Unaudited Pro Forma Condensed Combined Financial Information.
Under the Comvest Credit Facility, Unifund’s equityholders pledged substantially all of their interests in Unifund and certain of its subsidiaries as collateral in favor of the lenders party thereto. We expect that, following consummation of the Business Combination, the obligations under the Comvest Credit Facility will be secured by liens on substantially all of the assets of New PubCo and its subsidiaries (other than certain excluded subsidiaries), including the equity interests of substantially all of New PubCo’s direct and indirect subsidiaries (other than certain excluded subsidiaries). We expect these liens to remain in place as long as Unifund continues to have loans or other obligations under the Comvest Credit Facility. In connection with a contemplated amendment to the Comvest Credit Facility, Unifund has requested that David Rosenberg and ZB Limited not be required to pledge the shares of New PubCo they receive upon consummation of the Business Combination as collateral under the Comvest Credit Facility. If the liens remain after Closing, the lenders could foreclose on the Equity Interest serving as collateral. As a result, such lenders may obtain a substantial amount of the Equity Interest in Unifund and its subsidiaries that would have been held by New PubCo if a foreclosure did not occur. To prevent foreclosure, Unifund (or New PubCo following the consummation of the Business Combination) may be motivated to commence voluntary bankruptcy proceedings, or the lenders and/or various other interested persons may institute bankruptcy proceedings against Unifund or New PubCo. Any bankruptcy proceeding could cause you to lose your entire investment. For more information on the Comvest Credit Facility, see, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Unifund — Liquidity and Capital Resources — Comvest Credit Facility.”
Q:
What vote is required to approve the proposals presented at the Stockholders Meeting and the Warrant Holders Meeting?
A:
Approval of the Business Combination Proposal, the Charter Proposal, the Incentive Award Plan Proposal and the Stockholder Adjournment Proposal requires the affirmative vote of a majority of the Everest Stockholders, who being present and entitled to vote at the Stockholders Meeting, vote at the Stockholders Meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but will not constitute a vote cast at the Stockholders Meeting and therefore will have no effect on the approval of each of the Business Combination Proposal, the Charter Proposal, the Incentive Award Plan Proposal and the Stockholder Adjournment Proposal.
As of the Record Date, the Sponsor owned of record an aggregate of 4,312,500 shares of Class B common stock, representing approximately 20% of the issued and outstanding Everest Common Stock. Assuming that all stockholders who are entitled to do so attend the Stockholders Meeting and vote, the affirmative vote of 6,468,751 of the Everest Class A common stock, in addition to the affirmative vote of the Sponsor, would be required to approve each of the Business Combination Proposal, the Charter Proposal, the Incentive Award Plan Proposal and the Stockholder Adjournment Proposal.
1.5 million shares of New PubCo Common Stock are expected to be issuable to certain investors who enter into Non-Redemption Agreements following the consummation of the Business Combination (the “Bonus Pool Shares”). The Sponsor intends to forfeit a number of Founder Shares equal to the number of Bonus Pool Shares prior to the consummation of the Business Combination, such that the issuance of the Bonus Pool Shares is not expected to have a dilutive effect upon current Everest Public Stockholders. The Bonus Pool Shares will serve as an incentive to enter into the Non-Redemption Agreements in order to retain the targeted $60 million of cash in Everest’s Trust Account. Such Bonus Pool Shares would be valued at approximately $16.4 million, based upon the closing price of the Everest Class A common stock on the NYSE on December 20, 2023, and are expected to be unrestricted and freely tradable upon issuance. In comparison, the price of Everest Units (which consist of one share of Everest Class A common stock and one Public Warrant) issued to the public in Everest’s IPO, was $10.00 per Everest Unit and the price paid per Founder Share prior to Everest’s IPO by the Sponsor
 
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was approximately $0.004 per Founder Share. Everest’s directors, officers and their affiliates will not enter into Non-Redemption Agreements.
The Warrant Amendment Proposal must be approved by the holders of at least 50% of the outstanding Public Warrants. The Warrant Amendment Proposal will only become effective if the Business Combination is completed. If the Business Combination is not completed, the Warrant Amendment Proposal will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.
Q:
What interests do the current Everest Public Stockholders and Everest’s other current officers and directors have in the Business Combination?
A:
When you consider the recommendation of the Everest Board in favor of approval of the Required Stockholder Proposals, you should keep in mind that the Sponsor, our directors and our executive officers have interests in such proposal that are different from, or in addition to, those of Everest Public Stockholders and Public Warrant Holders generally. These interests include that the Sponsor as well as our executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to Everest Class A common stock they may have acquired or may acquire in the future), and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to stockholders, rather than liquidate Everest.
Additionally, among other things, these interests include the following:

the fact that the Sponsor and Everest’s directors have agreed not to redeem any Everest Common Stock held by them in connection with the stockholder vote to approve a proposed initial business combination, including the Business Combination;

the fact that the Sponsor paid an aggregate of $18,750 for the 4,312,500 Founder Shares currently owned by the Sponsor, in which certain of Everest’s officers and directors hold a direct and indirect interest, and the independent directors. The Founder Shares would be worthless if the Business Combination or another business combination is not consummated by February 28, 2024 because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such securities may have a significantly higher value at the time of the Business Combination and, if unrestricted and freely tradable, would be valued at approximately $47.0 million, based upon the closing price of the Everest Class A common stock on the NYSE on December 20, 2023;

the fact that if the Business Combination or another business combination is not consummated by February 28, 2024, the 8,633,333 Private Placement Warrants, each exercisable to purchase one share of Everest Class A common stock at $11.50 per share, subject to adjustment, held by the Sponsor, in which certain of Everest’s officers and directors hold a direct and indirect interest, of which 6,333,333 were acquired for an aggregate purchase price of $9,500,000 in a private placement that took place simultaneously with the consummation of the IPO, 1,150,000 were acquired in exchange for the Sponsor’s deposit of $1,725,000 into the Trust Account in connection with the Initial Extension and 1,150,000 were acquired in exchange for the Sponsor’s deposit of $1,725,000 into the Trust Account in connection with the Second Extension, would become worthless. Such securities may have a higher value at the time of the Business Combination and, if unrestricted and freely tradable, would be valued at approximately $0.4 million, based upon the closing price of the Public Warrants on the NYSE on December 20, 2023;

the fact that if the Business Combination or another business combination is not consummated by February 28, 2024, Everest will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Everest Common Stock for cash and, subject to the approval of its remaining stockholders and the Everest Board, dissolving and liquidating; and

the fact that the Sponsor paid an aggregate of approximately $11.2 million for its investment in New PubCo, as summarized in the table below, and following the consummation of the Business Combination, the aggregate value of the Sponsor’s investment will be approximately $47.4 million,
 
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based upon the respective closing price of the Everest Class A common stock and the Public Warrants on the NYSE on December 20, 2023.
Sponsor Ownership of Everest Prior to Closing
Securities held by
Sponsor Group
Sponsor Cost
($)
Founder Shares
4,312,500 18,750(1)
Private Placement Warrants
8,633,333 11,225,000
Total
$ 11,243,750
(1)
Includes cost for 50,000 Founder Shares held by the independent directors.
Sponsor Ownership of New PubCo Following the Closing
Securities held by
Sponsor Group
Prior to Closing
Value per
Security ($)
Total
Value ($)
Shares of New PubCo Common Stock Issued to Holders of Founder Shares
1,625,000(1) $ 10.90 $ 17,712,500
New PubCo Private Placement Warrants
8,633,333 $ 0.045 $ 388,500
Total
$ 10.945 $ 18,101,000
(1)
Reflects the forfeiture of 1,500,000 Founder Shares pursuant to the Sponsor Support Agreement and the transfer of 375,000 Founder Shares to be transferred pursuant to the Share Transfer Agreement upon the consummation of the Business Combination. Does not include 812,500 Earnout Shares subject to vesting, as they do not represent legally outstanding shares of New PubCo Common Stock at Closing.

the fact that the Sponsor, officers or directors, or their affiliates may be reimbursed for any out-of-pocket expenses incurred on Everest’s behalf related to identifying, investigating, negotiating, and completing an initial business combination. As of the date of this proxy statement/prospectus, no out-of-pocket expenses have been incurred by Everest’s officers and directors and there are no outstanding out-of-pocket expenses for which Everest’s officers or directors are awaiting reimbursement;

the fact that the Sponsor and Everest’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Everest fails to complete an initial business combination by February 28, 2024;

the fact that, pursuant to the Business Combination Agreement, the Sponsor will have certain governance rights in respect of New PubCo that will be set forth in New PubCo’s governing documents;

the right of the Sponsor to hold shares of New PubCo Common Stock following the Business Combination, subject to the terms and conditions of the lock-up restrictions;

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;

the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other Everest Stockholders experience a negative rate of return in New PubCo;

the fact that the Sponsor and Everest’s officers and directors will lose their investment in Everest and will not be reimbursed for any out-of-pocket expenses incurred by them on Everest’s behalf incident to identifying, investigating and consummating an initial business combination if an initial business combination is not consummated by February 28, 2024;
 
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the fact that if the Trust Account is liquidated, including in the event Everest is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Everest to ensure that the proceeds in the Trust Account are not reduced below $10.20 per share of Everest Class A common stock, or such lesser per share of Everest Class A common stock amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Everest has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Everest, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

the fact that the Business Combination Agreement provides for the continued indemnification of Everest’s existing directors and officers and required Unifund to purchase, at or prior to the Closing, and maintain in effect for a period of six years after the Closing, a “tail” policy providing directors’ and officers’ liability insurance coverage for certain Everest directors and officers after the Business Combination.
In addition, certain persons who are expected to become New PubCo directors after the completion of the Business Combination may have interests in the Business Combination that are different from, or in addition to, the interests of the Everest Stockholders. See “Stockholder Proposal 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for more information.
The personal and financial interests of the Sponsor as well as Everest’s executive officers and directors may have influenced their motivation in identifying and selecting Unifund as a business combination target, completing the Business Combination with Unifund and influencing the operation of the business following the Business Combination. In considering the recommendations of the Everest Board to vote for the proposals, its stockholders should consider these interests. Additionally, following the Closing, the Sponsor will have the right to designate two members of the New PubCo Board, who are initially expected to be Adam Dooley and Canh Tran. Any vote made by such individual appointed by the Sponsor as part of such individual’s service on the New PubCo Board does not express the vote of Everest in any capacity, but solely such individual’s vote as a director of New PubCo.
Q:
Did the Everest Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A:
The Company retained Scura Partners to evaluate the fairness, from a financial point of view to the Company of the merger consideration to be paid to such holders in the Transaction.
On May 18, 2023 at a meeting of the Everest Board held to evaluate the Business Combination, Scura Partners rendered to the Everest Board an oral opinion, which was confirmed by delivery of a written opinion dated May 18, 2023, to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in such opinion, (i) the consideration in the Business Combination is fair from a financial point of view to the Company and (ii) the value of Unifund equals or exceeds 80% of the amount held by the Company in trust for benefit of its Everest Public Stockholders (excluding any taxes payable on interest earned on the Trust Account).
The full text of Scura Partners’ written opinion, dated May 18, 2023, which describes the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken, is attached as Annex H and is incorporated by reference in this document. The summary of the written opinion of Scura Partners, dated May 18, 2023, set forth in this proxy statement is qualified in its entirety by reference to the full text of Scura Partners’ opinion attached as Annex H. Scura Partners’ opinion was for the benefit of the Everest Board (in its capacity as such) and Scura Partners’ opinion was rendered to the Everest Board in connection with its evaluation of the Business Combination and did not address any terms or other aspects (other than the consideration to the extent expressly specified in Scura Partners’ opinion) of the transaction contemplated by the Business Combination. Scura Partners’ opinion did not address the Company’s underlying business decision to effect such transaction or the relative merits of such transaction as compared to any alternative business strategies or transactions that might be available to Everest and did not address any legal, regulatory, tax or accounting matters.
 
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Scura Partners’ opinion is not intended to and does not constitute a recommendation to any Everest Public Stockholder as to how such stockholder should vote or act with respect to the transaction or any matter relating thereto.
In connection with its opinion, Scura Partners:

reviewed certain internal information relating to the business, earnings, cash flow, assets, liabilities and prospects of Unifund furnished to Scura Partners by Everest, including financial and other forecasts provided to, or discussed with us by the management of the Company and the management of Unifund;

reviewed certain internal information relating to expenses expected to result from the transaction contemplated by the Business Combination furnished to us by Everest;

conducted discussions with members of the management and representatives of Everest and of Unifund concerning the information described in the two foregoing bullet points;

reviewed Everest’s and Unifund’s capital structure furnished to us by the management of Everest both on a standalone basis pre-transaction and on a pro forma basis giving effect to the transaction contemplated by the Business Combination;

reviewed publicly available financial and stock market data of certain other companies in lines of business that Scura Partners deemed relevant;

reviewed a draft, dated May 13, 2023, of the Business Combination Agreement; and

conducted such other financial studies and analyses and took into account such other information as Scura Partners deemed appropriate.
Scura Partners, with Everest’s consent, relied upon the information supplied to, discussed with or reviewed by Scura Partners for purposes of its opinion as being complete and accurate in all material respects. Scura Partners did not assume any responsibility for independent verification of, and did not independently verify, any of such information.
The mean Enterprise Value / 2022 EBITDA and Enterprise Value / 2023 EBITDA were 13.5x and 16.3x respectively. The median Enterprise Value / 2022 EBITDA and Enterprise Value / 2023 EBITDA were 10.6x and 12.6x respectively.
Q.
Who will have the right to nominate or appoint directors to the New PubCo Board after the consummation of the Business Combination?
A.
Subject to the Business Combination Agreement, each holder of shares of New PubCo Common Stock has the exclusive right to vote for the election of directors following the consummation of the Business Combination. In the case of election of directors, all matters to be voted on by stockholders must be approved by a plurality of the votes entitled to be cast by all stockholders present in person or represented by proxy, voting together as a single class.
We expect that immediately following the consummation of the Business Combination, the Company Equityholders will hold a majority of the shares of the New PubCo Common Stock and, accordingly will be able to approve the election of any nominee for director.
The New PubCo Board will be initially comprised of five board members nominated by the Company Equityholders, three of such board members being independent under the NYSE American listing standards and two of such independent board members being initially selected by the Sponsor (with such board member selection by the Sponsor acceptable to the Company Equityholders). Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification or removal.
Everest Public Stockholders are not being asked to vote on the election of directors at the Stockholders Meeting to which this proxy statement/prospectus relates.
 
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Q.
What happens to the funds deposited in the Trust Account after consummation of the Business Combination?
A.
Following the closing of the IPO on November 29, 2021, an amount equal to $175,950,000 from the net proceeds from the IPO and the sale of the Private Placement Warrants was placed in the Trust Account. At September 30, 2023, we had cash and investments held in the Trust Account of approximately $145.8 million. On February 28, 2023, Everest consummated the Initial Extension. To effect the Initial Extension, the Sponsor deposited $1,725,000, representing $0.10 per share of Everest Class A common stock held by Everest Public Stockholders, into the Trust Account, in exchange for our issuance to the Sponsor of 1,150,000 Extension Private Placement Warrants. On May 26, 2023, Everest consummated the Second Extension. To effect the Second Extension, the Sponsor deposited $1,725,000, representing $0.10 per share of Everest Class A common stock held by Everest Public Stockholders, into the Trust Account, in exchange for our issuance to the Sponsor of 1,150,000 Second Extension Private Placement Warrants. On August 24, 2023, Everest held a special meeting of stockholders (the “Extension Meeting”), at which holders of Everest Common Stock voted upon, among other items, (i) a proposal to amend Everest’s Existing Organizational Documents to extend the date by which Everest must consummate an initial business combination up to an additional six times, for one month each time, from August 28, 2023 to February 28, 2024 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $280,000 and (b) $0.035 per outstanding share of Everest Common Stock and (ii) a proposal to amend Everest’s Existing Organizational Documents to eliminate the limitation that Everest shall not redeem shares of Everest Class A common stock to the extent that such redemption would cause Everest’s net tangible assets to be less than $5,000,001. The purpose of the net tangible assets limitation was initially to ensure that Everest Common Stock would not be deemed a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Everest Common Stock and New PubCo Common Stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, Everest presented the proposal to remove the net tangible asset limitation to provide Everest greater flexibility to facilitate the consummation of the Business Combination. All of the proposals presented at the Extension Meeting were approved by the requisite holders of Everest Common Stock. In connection with the Extension Meeting and subsequent redemptions, a total of 63 Everest Public Stockholders elected to redeem an aggregate of 3,825,869 shares of Everest Class A common stock (the “Extension Redemptions”). Following the Extension Redemptions, Everest had approximately $144.9 million left in its Trust Account.
On August 28, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the first one-month extension to extend the date by which Everest must consummate an initial business combination to September 28, 2023. On September 28, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the second one-month extension to extend the date by which Everest must consummate an initial business combination to October 28, 2023. On October 23, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the fourth one-month extension to extend the date by which Everest must consummate an initial business combination to November 28, 2023. On November 28, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the fourth one-month extension to extend the date by which Everest must consummate an initial business combination to December 28, 2023.
We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, which interest shall be net of taxes payable, for the purposes of consummating an initial business combination (which will be the Business Combination should it occur). We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
If our initial business combination (which will be the Business Combination should it occur) is paid for using equity or debt securities or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our initial business combination (which will be the
 
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Business Combination should it occur) or used for redemptions or purchases of the Everest Class A common stock, New PubCo may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of New PubCo, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital. See “Summary — Sources and Uses of Funds for the Business Combination.”
Q.
How are the funds in the Trust Account currently being held?
A.
The funds in the Trust Account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1944, as amended (the “Investment Company Act”).
On March 30, 2022, the SEC issued proposed rules relating to, among other matters, the extent to which special purpose acquisition companies (“SPACs”), like Everest, could become subject to regulation under the Investment Company Act. The SEC’s proposed rules would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that they satisfy certain conditions that limit a company’s duration, asset composition, business purpose and activities. The duration component of the proposed safe harbor rule would require Everest to file a Current Report on Form 8-K with the SEC announcing that it has entered into an agreement with the target company (or companies) to engage in an initial business combination no later than eighteen (18) months after the effective date of Everest’s registration statement for its initial public offering. Everest would then be required to complete its initial business combination no later than twenty-four (24) months after the effective date of its registration statement for its initial public offering. The SEC has indicated that it believes that there are serious questions concerning the applicability of the Investment Company Act to SPACs, including a company like Everest, that does not complete its initial business combination within the proposed time frame set forth in the proposed safe harbor rule. As a result, it is possible that a claim could be made that Everest has been operating as an unregistered investment company. It is also possible that the investment of funds from the IPO during Everest’s life as a blank check company, and the earning and use of interest from such investment, both of which will likely continue until Everest consummates an initial business combination, could increase the likelihood of Everest being found to have been operating as an unregistered investment company more than if Everest sought to potentially mitigate this risk by holding such funds as cash.
However, to mitigate the risk of Everest being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act), Everest will, on or shortly prior to the 24-month anniversary of the effective date of the registration statement filed in connection with the IPO (the “IPO Registration Statement”), should Everest continue to exist to such date, instruct Equiniti Trust Company, LLC, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account until the earlier of consummation of Everest’s initial business combination or liquidation. Interest on such demand deposit accounts is variable, and Everest cannot assure you that such rate of interest will not decrease or increase significantly. As a result, following such liquidation, Everest may receive less interest on the funds held in the Trust Account, which would reduce the dollar amount public stockholders would receive upon any redemption or liquidation of Everest.
In addition, even prior to the 24-month anniversary of the effective date of the IPO Registration Statement, Everest may be deemed to be an investment company. The longer that the funds in the Trust Account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary, the greater the risk is that Everest may be considered an unregistered investment company, in which case it may be required to liquidate. For more information, see the section entitled “Risk Factors — If Everest is deemed to be an investment company for purposes of the Investment Company Act, it may be forced to abandon its efforts to consummate an initial business combination and instead be required to liquidate Everest. To avoid that result, on or shortly prior to the 24-month anniversary of the effective date of the IPO Registration
 
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Statement, Everest will instruct Equiniti Trust Company, LLC to liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in an interest-bearing demand deposit account. Interest on such demand deposit accounts is variable, and Everest cannot assure you that such rate will not decrease or increase significantly. As a result, following such liquidation, Everest may receive less interest on the funds held in the Trust Account, which would reduce the dollar amount the public stockholders would receive upon any redemption or liquidation of Everest.”
Q.
What happens if a substantial number of the Everest Public Stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A.
Our Everest Public Stockholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Everest Public Stockholders are reduced as a result of redemptions by Everest Public Stockholders.
If an Everest Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any warrants that it may hold. Assuming that 9,300,000 shares of Everest Class A common stock held by Everest Public Stockholders (or approximately 65% of the Everest Class A common stock outstanding) were redeemed, each of the retained outstanding Public Warrants (which will be New PubCo Warrants following the Closing) would each have a value of approximately $0.045 per warrant based on the closing price of the Public Warrants on the NYSE on December 20, 2023. If a substantial number of, but not all, Everest Public Stockholders exercise their redemption rights, but choose to exercise their retained warrants, any non-redeeming stockholders would experience dilution to the extent such warrants are exercised and additional shares of New PubCo Common Stock are issued.
The Business Combination Agreement provides that Unifund’s obligation to consummate the Business Combination is conditioned on, among other things, the Minimum Cash Condition. The Minimum Cash Condition requires that the Company shall have Available Cash of at least $40,000,000 equal to the amount of cash available to be released from the Trust Account as of immediately prior to the Closing (net of redemptions) minus certain transaction expenses.
Additionally, as a result of redemptions, the trading market for shares of New PubCo Common Stock may be less liquid than the market for the Everest Class A common stock was prior to consummation of the Business Combination and we may not be able to meet the listing standards for NYSE or another national securities exchange.
The below sensitivity table shows the potential impact of redemptions of the shares owned by non-redeeming stockholders in the minimum required redemption scenario and the maximum redemption scenario:
Assuming Minimum Required Redemption — this scenario assumes that 5,474,131 shares of Everest Class A common stock will be redeemed. Specifically, this scenario assumes that a total 41% of Everest Public Stockholders of Everest Class A common stock will exercise redemption rights and will redeem at an assumed redemption price of approximately $10.86 per share for a total of $59.4 million. This is the minimum redemption required such that the Company Equityholders will own a majority of the New PubCo Common Stock after the consummation of the Business Combination in accordance with Section 11.3(g) of the Business Combination Agreement. This is the minimum redemption that must occur in order to consummate the transaction.
Assuming Maximum Redemption — this scenario assumes the assumptions within the Minimum Required Redemption Scenario with certain adjustments. It also assumes that an incremental 2,779,518 shares of Everest Class A common stock will be redeemed by Everest Holders at $10.86 per share for a total of $30.2 million. This is the maximum redemption allowable such that the amount of Available Cash of $40 million, as defined by the Business Combination Agreement, is available to consummate the Business Combination, net of the repayment of any Working Capital Loans, transaction costs incurred by Unifund, or transaction costs incurred by Everest. If redemptions are greater than the maximum redemption required such that the amount of Available Cash, as defined by the Business Combination Agreement, is below $40 million, the Company may need to complete additional equity or debt financing in order to consummate the Business Combination. No such additional equity or debt
 
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financing is currently in place at this time. Furthermore, this condition in no way prevents Everest Stockholders from redeeming their shares of Everest Class A common stock.
Pro Forma Combined
(Assuming Minimum
Required Redemption)
Pro Forma Combined
(Assuming Maximum
Redemption)
Number of
Shares
%
Ownership
Number of
Shares
%
Ownership
New PubCo Common Stock shares to Everest equity
holders(3)
7,950,000 39.9% 5,170,482 30.1%
New PubCo Common Stock in exchange for Founder Shares(1)(2)
2,000,000 10.0% 2,000,000 11.6%
New PubCo shares issued in merger to Unifund
10,000,000 50.1% 10,000,000 58.3%
Shares outstanding
19,950,000 100.0% 17,170,482 100.0%
(1)
All of the Founder Shares will convert into shares of New PubCo Common Stock at the Closing. This does not reflect any adjustment to reflect the transfer of 375,000 Founder Shares to be transferred pursuant to the Share Transfer Agreement upon the consummation of the Business Combination.
(2)
Excludes any potential Earnout Shares, as they do not represent legally outstanding shares of New PubCo Common Stock at Closing.
(3)
Assumes the minimum redemption scenario. If redemptions are less than the minimum established threshold, no Business Combination would occur.
The table below presents the trust account value per share to a public stockholder that elects not to redeem its shares across a range of varying redemption scenarios, less the impact of the assumed repurchase of the Public Warrants:
Trust Account Value(1)
$ 145,772,470
Total shares of Everest Class A common stock
13,424,131
Total Account Value per share of Everest Class A common stock
$ 10.86
(1)
The Trust Account Value further reflects the impact of the issuance of 1,150,000 Private Warrants by Everest. On May 26, 2023, Everest extended the period it has to consummate our initial business combination by a period of three months from May 28, 2023 to August 28, 2023 (the “Second Extension”). To effect the Second Extension, the sponsor deposited $1,725,000, representing $0.10 per share of Class A common stock held by public stockholders, into the trust account, in exchange for our issuance to the sponsor of 1,150,000 private placement warrants (the “Second Extension Private Placement Warrants”) at a rate of $1.50 per private placement warrant, having the same terms as the private placement warrants issued to the sponsor in connection with the closing of the IPO.
 
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Assuming
Minimum
Redemption
Scenario
Assuming
Additional
25%
Redemption
Assuming
Additional
50%
Redemption
Assuming
Additional
75%
Redemption
Assuming
Maximum
Redemption
Scenario
Redemptions ($)
$ 59,443,520 $ 66,989,213 $ 74,534,895 $ 82,080,589 $ 89,626,275
Redemptions (Shares)
5,474,131 6,169,011 6,863,890 7,558,770 8,253,649
Repurchase of public warrants(1)
$ 4,312,500 $ 4,312,500 $ 4,312,500 $ 4,312,500 $ 4,312,500
Cash left in Trust Account post redemptions less repurchase of public warrants
$ 82,016,450 $ 74,470,757 $ 66,925,075 $ 59,379,381 $ 51,833,695
Class A common stock post redemptions
7,950,000 7,255,120 6,560,241 5,865,361 5,170,482
Trust Value per Share
$ 10.32 $ 10.26 $ 10.20 $ 10.12 $ 10.02
(1)
In connection with the business combination, Everest will propose to the shareholders to amend the terms of the Public Warrants such that they are solely convertible into $0.50 per Public Warrant that is payable at Closing of the Business Combination. This vote can only pass with a positive vote of greater than 50% of the total outstanding Public Warrants. If the vote does not receive greater than 50% support from the holders of the Public Warrants, such Public Warrants will remain outstanding. Each Public Warrant that would remain outstanding would entitle the holder to purchase one share of common stock of the Combined Company for $11.50. Given the per share price of the Combined Company is less than the exercise price of the Public Warrants, no exercise has been assumed.
The table below presents the book value per share to a public stockholder that elects not to redeem its shares across a range of varying redemption scenarios:
Assuming
Minimum
Redemption
Scenario
Assuming
Additional
25%
Redemption
Assuming
Additional
50%
Redemption
Assuming
Additional
75%
Redemption
Assuming
Maximum
Redemption
Scenario
Weighted average shares outstanding of New PubCo common stock – basic and diluted
19,950,000 19,255,120 18,560,241 17,865,361 17,170,482
September 30, 2023 book value per
share
$ 3.13 $ 2.85 $ 2.55 $ 2.22 $ 1.87
Q.
What conditions must be satisfied to complete the Business Combination?
A.
The consummation of the Business Combination is subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (a) the approval and adoption of each of the Business Combination Proposal, the Charter Proposal and the Incentive Award Plan Proposal by Everest Public Stockholders and the transactions contemplated thereby; (b) the waiting period (or any extension thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement shall have expired or been terminated and all necessary Collection Filings shall have been made or obtained; (c) there shall not be any applicable law in effect that makes the consummation of the transactions contemplated by the Business Combination Agreement illegal or any order in effect preventing the consummation of the transactions contemplated thereby; (d) the shares of New PubCo Common Stock to be issued in connection with the Business Combination having been approved for listing on the NYSE American; (e) since May 19, 2023, there shall not have occurred a Company Material Adverse Effect (as defined in the Business Combination Agreement), the material adverse effects of which are continuing; (f) the Minimum Cash Condition; (g) this registration statement on Form S-4 shall have become effective under the Securities Act, no stop order shall have been issued by the SEC suspending the effectiveness of such registration statement and no proceeding seeking such stop order has been threatened or initiated by the SEC that remains
 
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pending; and (h) Everest’s share redemption shall have been completed in accordance with the terms of the Business Combination Agreement, the Existing Organizational Documents, the Trust Agreement and this Form S-4.
See the section titled “Stockholder Proposal 1: The Business Combination Proposal” for a summary of the terms of the Business Combination Agreement and additional information regarding the terms of the Business Combination Proposal.
Q.
When do you expect the Business Combination to be completed?
A.
It is currently expected that the Business Combination will be completed Q1 2024.
This timing depends, among other things, on the approvals associated with the Collection Filings and approval of the Required Stockholder Proposals to be presented at the Stockholders Meeting. However, the Stockholders Meeting could be adjourned if the Stockholder Adjournment Proposal is adopted at the Stockholders Meeting and Everest elects to adjourn the Stockholders Meeting to a later date or dates to permit further solicitation and vote of proxies as permitted by the Business Combination Agreement.
Q.
What happens if the Business Combination is not completed?
A.
If a stockholder has tendered shares to be redeemed but the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant stockholders as appropriate. The current deadline set forth in the Existing Organizational Documents for Everest to complete its initial business combination (which will be the Business Combination should it occur) is February 28, 2024 pursuant to the results of the Extension Meeting. In order to effect the Second Extension, on May 28, 2023, the Sponsor deposited into the Trust Account $1,725,000 in exchange for private placement warrants, at a rate of $1.50 per Private Placement Warrant, having the same terms as the Private Placement Warrants issued on the date of the closing of the Company’s IPO).
On August 28, 2023, the Sponsor deposited $280,000 into the Trust Account to effect the first one-month extension following the Extension Meeting in connection with the first one-month extension to extend the date by which Everest must consummate an initial business combination to September 28, 2023. On September 28, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the second one-month extension to extend the date by which Everest must consummate an initial business combination to October 28, 2023. On October 23, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the third one-month extension to extend the date by which Everest must consummate an initial business combination to November 28, 2023. On November 28, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the fourth one-month extension to extend the date by which Everest must consummate an initial business combination to December 28, 2023. If the Business Combination is not completed, the Warrant Amendment will not become effective, even if the Public Warrant Holders have approved the Warrant Amendment Proposal.
Q.
What differences will there be between the current constitutional documents of Everest and the Proposed New PubCo Certificate of Incorporation and the Proposed New PubCo Bylaws following the Closing?
A.
The Proposed New PubCo Certificate of Incorporation and the Proposed New PubCo Bylaws differ materially from the current constitutional documents of Everest, which will govern following the Merger. For additional information, see “Comparison of Corporate Governance and Stockholder Rights.
Existing
Organizational Documents
Proposed New PubCo
Organizational Documents
Authorized Shares
The Existing Organizational Documents authorize 111,000,000 shares, consisting of 100,000,000 shares of Class A common stock, 10,000,000 shares of Class B common stock and 1,000,000 shares of preferred stock. The Proposed New PubCo Organizational Documents authorize 250,000,000 shares, consisting of 200,000,000 shares of common stock and 50,000,000 shares of preferred stock.
 
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Existing
Organizational Documents
Proposed New PubCo
Organizational Documents
See paragraph 5 of our Existing Organizational Documents. See Article IV, Section 4.01 of the Proposed New PubCo Certificate of Incorporation.
Authorize the Company to Make Issuances of Preferred Stock Without Stockholder Consent
The Existing Organizational Documents authorize the issuance of 1,000,000 shares of preferred stock with such voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, as may be determined from time to time by our board of directors. Accordingly, the Everest Board is empowered under the Existing Organizational Documents, without stockholder approval, to issue shares of preferred stock with dividend, liquidation, redemption, voting or other rights which could adversely affect the voting power or other rights of the Everest Stockholders. The Proposed New PubCo Organizational Documents authorize the New PubCo Board to make issuances of all or any shares of preferred stock in one or more series, with such terms and conditions and at such future dates as may be expressly determined by the New PubCo Board and as may be permitted by the DGCL.
See Article 3.1 of our Existing Organizational Documents. See Article IV, Section 4.03 of the Proposed New PubCo Certificate of Incorporation.
Stockholder/Stockholder Written Consent In Lieu of a Meeting
The Existing Organizational Documents provide that resolutions may be passed by a vote in person, by proxy at an annual or special meeting, or written consent by holders of outstanding stock having at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and vote. The Proposed New PubCo Organizational Documents allow stockholders to vote in person or by proxy at a meeting of stockholders.
See Article 22 of our Existing Organizational Documents. See Article 2, Section 2.09 of the Proposed New PubCo By-Laws.
Classified Board
The Proposed New PubCo Organizational Documents do not include any provisions relating to a classified board. The Proposed New PubCo Organizational Documents provide that all directors will serve until their successor is duly elected and qualified or until their earlier death, resignation, disqualification or removal.
See Article 27 of our Existing Organizational Documents. See Article V of the Proposed New PubCo Certificate of Incorporation.
 
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Existing
Organizational Documents
Proposed New PubCo
Organizational Documents
Exclusive Forum
The Existing Organizational Documents contain a provision adopting the Court of Chancery of the State of Delaware as the exclusive forum for certain stockholder litigation and the federal district courts of the United States of America as the exclusive forum for resolution of any complaint asserting a cause of action arising under the Securities Act. The Proposed New PubCo Organizational Documents adopt Delaware as the exclusive forum for certain stockholder litigation and the U.S. federal district courts as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.
See Article VI, Section 6.06 of the Proposed New PubCo By-Laws.
Corporate Name
The Existing Organizational Documents provide the name of the company is “Everest Consolidator Acquisition Corporation” The Proposed New PubCo Organizational Documents provide the name of the company is “Unifund Financial Technologies, Inc.”
See paragraph 1 of our Existing Organizational Documents. See Article I of the Proposed New PubCo Certificate of Incorporation.
Perpetual Existence
The Existing Organizational Documents provide that if we do not consummate a business combination (as defined in the Existing Organizational Documents) by February 28, 2024 (27 months after the closing of the IPO), Everest shall cease all operations except for the purposes of winding up and shall redeem the shares issued in the IPO and liquidate our Trust Account. The Proposed New PubCo Organizational Documents do not limit the duration of the corporation’s existence to a specified date. Therefore, the corporation will have perpetual existence, which is the default under the DGCL.
See Article 49.7 of our Existing Organizational Documents. This is the default rule under the DGCL.
Takeovers by Interested
Stockholders
The Existing Organizational Documents do not provide restrictions on takeovers of Everest by a related stockholder, following a business combination. The Proposed New PubCo Organizational Documents do not contain a provision opting out of Section 203 but will provide restrictions regarding takeover by interested stockholders.
See Article VII, Section 7.03 of the Proposed New PubCo Certificate of Incorporation.
 
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Existing
Organizational Documents
Proposed New PubCo
Organizational Documents
Provisions Related to Status as Blank Check Company
The Existing Organizational Documents set forth various provisions related to our status as a blank check company prior to the consummation of a business combination. The Proposed New PubCo Organizational Documents do not include such provisions related to New PubCo’s status as a blank check company, which no longer will apply upon consummation of the Business Combination, as we will cease to be a blank check company at such time.
See Article 49 of our Existing Organizational Documents.
Q.
Why is Everest proposing the Stockholder Adjournment Proposal and the Warrant Holder Adjournment Proposal?
A.
Everest Public Stockholders are also being asked to consider and vote upon the Stockholder Adjournment Proposal to approve the adjournment of the Stockholders Meeting to a later date or dates, including, if necessary, (i) to permit further solicitation and vote of proxies, (ii) for the absence of a quorum, (iii) to allow reasonable additional time for the filing or mailing of any legally required supplement or amendment to the proxy statement/prospectus or (iv) if the holders of Everest Class A common stock have elected to redeem such shares such that the shares of New PubCo Common Stock would not be approved for listing on the NYSE American or the Minimum Cash Condition would not be satisfied. See the section titled “Stockholder Proposal 4: The Stockholder Adjournment Proposal” for additional information.
Public Warrant Holders are also being asked to consider and vote upon a proposal to adjourn the Warrant Holders Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by Everest that more time is necessary or appropriate to approve the Warrant Amendment Proposal. See the section titled “Warrant Holder Proposal 2: The Warrant Holder Adjournment Proposal” for additional information.
Q.
Who is entitled to vote at the Stockholders Meeting and the Warrant Holders Meeting?
A.
Everest has fixed November 20, 2023 as the Record Date. If you are a stockholder or Public Warrant Holder of Everest at the close of business on the Record Date, you are entitled to vote on matters that come before the Stockholders Meeting and the Warrant Holders Meeting, respectively.
Q.
How do I vote?
A.
If you are a record owner of your shares and/or Public Warrants, there are two ways to vote your Everest Common Stock and/or Public Warrants at the Stockholders Meeting and/or the Warrant Holders Meeting:
You Can Vote By Signing and Returning the Enclosed Proxy Card.   If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares and/or your warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares and/or warrants, your shares and/or warrants will be voted as recommended by the Everest Board “FOR” the Business Combination Proposal, the Charter Proposal, the Incentive Award Plan Proposal and the Stockholder Adjournment Proposal (if presented) and “FOR” the Warrant Amendment Proposal and the Warrant Holder Adjournment Proposal (if presented), respectively. Votes received after a matter has been voted upon at the Stockholders Meeting and/or the Warrant Holders Meeting will not be counted.
You Can Attend the Stockholders Meeting and/or the Warrant Holders Meeting and Vote Virtually.    You will receive a ballot that you may use to cast your vote.
 
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If your shares and/or warrants are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares and/or warrants you beneficially own are properly counted. If you wish to attend the Stockholders Meeting and/or the Warrant Holders Meeting and vote in person and your shares and/or warrants are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Everest can be sure that the broker, bank or nominee has not already voted your shares and/or warrants.
Q.
What if I do not vote my Everest Common Stock and/or Public Warrants or if I abstain from voting?
A.
The approval of the Business Combination Proposal, the Charter Proposal, the Incentive Award Plan Proposal and the Stockholder Adjournment Proposal will require the affirmative vote (online or by proxy) of holders of a majority of the outstanding shares of Everest Class A common stock and Everest Class B common stock entitled to vote at the Stockholders Meeting, voting as a single class. Failure to vote by proxy or to vote online at the Stockholders Meeting or an abstention from voting will have the same effect as a vote “Against” the Stockholder Proposal.
The approval of the Warrant Amendment Proposal requires the affirmative vote by the holders of at least 50% of the outstanding Public Warrants. The Warrant Holders Adjournment Proposal, if presented, requires the affirmative vote by the holders of a majority of the outstanding Public Warrants that are present and entitled to vote at the Warrant Holders Meeting. Abstentions will have the same effect as a vote against the Warrant Amendment Proposal but will have no effect on the Warrant Holder Adjournment Proposal, if presented. Broker non-votes, will have the same effect as a vote against the Warrant Amendment Proposal, but will have no effect on the Warrant Holder Adjournment Proposal.
Q.
What proposals must be passed in order for the Business Combination to be completed?
A.
The Business Combination will not be completed unless the Business Combination Proposal, the Charter Proposal, and the Incentive Award Plan Proposal are approved. If Everest does not complete an initial business combination (which will be the Business Combination should it occur) by February 28, 2024, Everest will be required to dissolve and liquidate itself and return the monies held within its Trust Account to the Everest Public Stockholders unless Everest submits and its stockholders approve an extension.
Q.
How does the Everest Board recommend that I vote on the proposals?
A.
The Everest Board unanimously recommends that the Everest Stockholders entitled to vote on the Stockholder Proposals, vote as follows:
“FOR” approval of the Business Combination Proposal;
“FOR” approval of the Charter Proposal;
“FOR” approval of the Incentive Award Plan Proposal; and
“FOR” approval of the Stockholder Adjournment Proposal, if presented.
The Everest Board unanimously recommends that the holders of Public Warrants entitled to vote on the Warrant Holder Proposals, vote as follows:
“FOR” approval of the Warrant Amendment Proposal; and
“FOR” approval of the Warrant Holder Adjournment Proposal, if presented;
Q.
How many votes do I have?
A.
Everest Public Stockholders have one vote per each share of Everest Common Stock held by them on the Record Date for each of the Stockholder Proposals to be voted upon. Public Warrant Holders have one vote per each Public Warrant held by them on the Record Date for each of the Warrant Holder Proposals to be voted upon.
 
xxxv

 
Q.
How will the Sponsor and Everest officers and directors vote in connection with the Required Stockholder Proposals?
A.
As of the Record Date, the Sponsor owned of record an aggregate of 4,312,500 shares of Everest Class B common stock, representing approximately 20% of the issued and outstanding Everest Common Stock. The Sponsor and Everest’s officers and directors have agreed to vote the Everest Common Stock owned by them in favor of the Required Stockholder Proposals. However, any subsequent purchases of Everest Class A common stock prior to the Record Date by the Sponsor or Everest’s officers and directors in the aftermarket will make it more likely that the Required Stockholder Proposals will be approved as such shares would be voted in favor of the Required Stockholder Proposals. As of the Record Date, there were 17,736,631 shares of Everest Common Stock outstanding.
As of the Record Date, the Sponsor did not own any Public Warrants and therefore will not be voting on the Warrant Holder Proposals.
Q.
How do the Public Warrants differ from the Private Placement Warrants and what are the related risks for any holders of New PubCo Warrants following the Business Combination?
A.
The Private Placement Warrants will be identical to the Public Warrants in all material respects, except that the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of the initial business combination and they will not be redeemable by New PubCo so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, will have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by New PubCo in all redemption scenarios and exercisable by the holders on the same basis as the Public Warrants.
As a result, following the Business Combination, New PubCo may redeem your Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby significantly impairing the value of such warrants. New PubCo will have the ability to redeem outstanding New PubCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of the shares of New PubCo Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which a notice of redemption is sent to the warrant holders. New PubCo will not redeem the warrants as described above unless a registration statement under the Securities Act covering the shares of New PubCo Common Stock issuable upon exercise of such warrants is effective and a current prospectus relating to those shares of New PubCo Common Stock is available throughout the 30-day redemption period. If and when the New PubCo Warrants become redeemable by New PubCo, it may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding New PubCo Warrants could force you (i) to exercise your New PubCo Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your New PubCo Warrants at the then-current market price when you might otherwise wish to hold your New PubCo Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding New PubCo Warrants are called for redemption, is likely to be substantially less than the market value of your New PubCo Warrants.
In addition, New PubCo will have the ability to redeem the outstanding New PubCo Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the closing price of the shares of New PubCo Common Stock equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) on the trading day prior to the date on which a notice of redemption is sent to the warrant holders. In such a case, the holders will be able to exercise their New PubCo Warrants prior to redemption for a number of shares of New PubCo Common Stock determined based on a table in which the number of shares of New PubCo Common Stock is based on the redemption date and the fair market value of the shares of New PubCo Common Stock. Recent trading prices for the Everest Class A common stock have not exceeded the $10.00 per share threshold
 
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at which the New PubCo Warrants would become redeemable. Please see the notes to Everest’s financial statements included elsewhere in this proxy statement/prospectus. The value received upon exercise of the New PubCo Warrants (i) may be less than the value the holders would have received if they had exercised their New PubCo Warrants at a later time where the underlying share price is higher and (ii) may not compensate the holders for the value of the New PubCo Warrants.
In each case, New PubCo may only call the New PubCo Warrants for redemption upon a minimum of 30 days’ prior written notice of redemption to each holder, provided that holders will be able to exercise their New PubCo Warrants prior to the time of redemption and, at New PubCo’s election, any such exercise may be required to be on a cashless basis.
Q.
Do I have redemption rights with respect to my Everest Class A common stock?
A.
Under Section 9.2 of the Everest Amended and Restated Certificate of Incorporation, prior to the completion of the Business Combination, Everest will provide all of the Everest Public Stockholders with the opportunity to have their shares redeemed upon the completion of the Business Combination, subject to certain limitations, for cash equal to the applicable redemption price (as defined in the Existing Organizational Documents).
Everest Public Stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination, whether or not they were holders of Everest Class A common stock as of the Record Date or acquired their shares after the Record Date. The redemptions will be effectuated in accordance with the Existing Organizational Documents and the DGCL. Any Public Stockholder who holds Everest Class A common stock on or before        , 2023 (two business days before the Stockholders Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the completion of the Business Combination; provided that such Everest Public Stockholders follow the procedures provided for exercising such redemption as set forth in the Existing Organizational Documents, as described below, by such date. However, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Everest Public Stockholders exercising such redemption right, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Everest Class A common stock as of the Record Date. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. An Everest Public Stockholder will be entitled to receive cash for these shares only if the Business Combination is completed. For more information, see “Stockholders Meeting and Warrant Holders Meeting — Redemption Rights.”
Q.
Can the Sponsor and the independent directors redeem their Founder Shares in connection with the consummation of the Business Combination?
A.
The Sponsor and the independent directors have agreed, for no additional consideration, to waive their redemption rights with respect to their Founder Shares and any Everest Class A common stock they may hold in connection with the consummation of the Business Combination.
Q.
May the Sponsor, Everest directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?
A.
The Sponsor and Everest’s directors, officers, advisors or their affiliates may purchase Everest Common Stock in privately negotiated transactions or in the open market either prior to or after the Closing, including from Everest Public Stockholders who would have otherwise exercised their redemption rights. However, the Sponsor, directors, officers and their affiliates have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions at the date of this proxy statement/prospectus. If Everest engages in such transactions, any such purchases will be subject to limitations regarding possession of any material non-public information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M under the Exchange Act. Any such purchase after the Record Date would include a contractual acknowledgement that the selling stockholder, although still the record holder of Everest Common Stock, is no longer the beneficial owner thereof and therefore agrees not to
 
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exercise its redemption rights. In the event the Sponsor or Everest’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from Everest Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any shares of Everest Common Stock purchased by the Sponsor or Everest’s directors, officers or advisors, or their respective affiliates in privately negotiated transactions will not (i) be purchased at a price higher than the price offered through the redemption process, (ii) be voted in favor of the Business Combination Proposal or (iii) have redemption rights, and if such shares of Everest Common Stock do have redemption rights then such rights will be waived by the Sponsor, or Everest’s directors, officers or advisors, or their respective affiliates.
Q.
Is there a limit on the number of shares I may redeem?
A.
Each Public Stockholder, together with any affiliate or any other person with whom such Public Stockholder is acting in concert or as a “group” ​(as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking a redemption right with respect to 15% or more of the Everest Class A common stock. Accordingly, any shares held by an Everest Public Stockholder or “group” in excess of such 15% cap will not be redeemed by Everest. Any Everest Public Stockholder who holds less than 15% of the Everest Class A common stock may have all of the Everest Class A common stock held by him, her or it redeemed for cash.
Q.
How do I exercise my redemption right?
A.
If you are an Everest Public Stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time, on        , 2023 (two business days before the Stockholders Meeting), that Everest redeem your shares for cash, (ii) affirmatively certify in your request to Everest’s Transfer Agent for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” ​(as defined in Section 13d-3 of the Exchange Act) and (iii) submit your request in writing to Everest’s Transfer Agent, at the address listed at the end of this Section and deliver your shares to the Transfer Agent physically or electronically using DTC’s DWAC system at least two business days prior to the vote at the Stockholders Meeting.
Any request for redemption, once made by an Everest Public Stockholder, may not be withdrawn once submitted to Everest unless the Everest Board determines (in its sole discretion) to permit in the withdrawal of such redemption requests (which it may do in whole or in part). In addition, if you deliver your shares for redemption to the Transfer Agent and later decide prior to the Stockholders Meeting not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.
Any corrected or changed written demand of redemption rights must be received by Everest’s Secretary two business days prior to the vote taken on the Business Combination Proposal at the Stockholders Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the Transfer Agent at least two business days prior to the vote at the Stockholders Meeting.
Everest Public Stockholders seeking to exercise their redemption right and opting to deliver physical certificates (if any) and other redemption forms should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Everest’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Everest does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the Business Combination is not completed, this may result in an additional cost to stockholders for the return of their shares.
 
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If an Everest Public Stockholder properly demands redemption as described above, then, if the Business Combination is completed, Everest will redeem the shares subject to the redemptions for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your redemption right, then you will be exchanging your Everest Class A common stock for cash and will no longer own these shares following the Business Combination.
If you are an Everest Public Stockholder and you exercise your redemption right, it will not result in either the exercise or loss of any Everest Warrants that you may hold. Your Everest Warrants will continue to be outstanding following a redemption of your Everest Class A common stock and will become exercisable in connection with the completion of the Business Combination.
If you intend to seek redemption of your Everest Class A common stock, you will need to deliver your shares (either physically or electronically) to the Transfer Agent prior to the meeting, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Equiniti Trust Company, LLC
6201 15th Avenue
Brooklyn, New York 11219
Tel: +1 (800) 937-5449
Q.
If I am a holder of Everest Units, can I exercise redemption rights with respect to my Everest Units?
A.
No. Holders of issued and outstanding Everest Units must elect to separate the Everest Units into the underlying Everest Class A common stock and Public Warrants prior to exercising redemption right with respect to the Everest Class A common stock. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Everest Class A common stock and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. The redemption right includes the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. You are requested to cause your Everest Class A common stock to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on           , 2023 (two business days before the Stockholders Meeting) in order to exercise your redemption right with respect to your Everest Class A common stock.
 
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SUMMARY
This summary highlights selected information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus, including the Annexes and accompanying financial statements of Everest and Unifund, to fully understand the proposed Business Combination (as described below) before voting on the proposals to be considered at the Stockholders Meeting (as described below). Please see the section entitledWhere You Can Find More Information.”
Parties to the Business Combination
Unifund
Incorporated in 1987 by David Rosenberg, Unifund specializes in the acquisition and servicing of consumer debt receivables and offers consumer data analytics and tailored recovery solutions for major banks, financial institutions, and other creditors across the United States.
Everest
Everest is an early stage blank check company incorporated on March 8, 2021 as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
The registration statement for Everest’s IPO was declared effective on November 23, 2021. On November 29, 2021, Everest consummated the IPO of 17,250,000 Everest Units. The Everest Units sold in the IPO were sold at a price of $10.00 per Everest Unit, generating gross proceeds of $172,500,000 before underwriting discounts and expenses. Each unit consists of one share of Everest Class A common stock and one-half of one warrant to purchase one share of Everest Class A common stock for $11.50 per share. Simultaneously with the closing of the IPO, Everest completed the private sale of an aggregate of 6,333,333 Private Placement Warrants to Sponsor, each exercisable to purchase one share of Everest Class A common stock at $11.50, per share at a price of $1.50 per Private Placement Warrant generating gross proceeds of $9,500,000.
Following the closing of the IPO, an amount of $175,950,000 of the net proceeds of the sale of the Everest Units in the IPO and the sale of the Private Placement Warrants was placed in the Trust Account and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by Everest, until the earliest of: (i) the completion of a business combination and (ii) the distribution of the funds in the Trust Account to Everest Public Stockholders, as described below.
On February 28, 2023, Everest extended the period Everest has to consummate its initial business combination by a period of three months from February 28, 2023 to May 28, 2023 (the “Initial Extension”). To effect the Initial Extension, the Sponsor deposited $1,725,000, representing $0.10 per share of Everest Class A common stock held by Everest Public Stockholders, into the Trust Account, in exchange for our issuance to the Sponsor of 1,150,000 private placement warrants (the “Extension Private Placement Warrants”), at a rate of $1.50 per Private Placement Warrant, having the same terms as the Private Placement Warrants issued to the Sponsor in connection with the closing of the IPO.
On May 26, 2023, Everest further extended the period Everest has to consummate its initial business combination by a period of three months from May 28, 2023 to August 28, 2023 (the “Second Extension”). To effect the Second Extension, the Sponsor deposited $1,725,000, representing $0.10 per share of Everest Class A common stock held by Everest Public Stockholders, into the Trust Account, in exchange for our issuance to the Sponsor of 1,150,000 private placement warrants (the “Second Extension Private Placement Warrants”), at a rate of $1.50 per Private Placement Warrant, having the same terms as the Private Placement Warrants issued to the Sponsor in connection with the closing of the IPO and Extension Private Placement Warrants issued to the Sponsor in connection with the Initial Extension.
 
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On August 24, 2023, Everest held the Extension Meeting, at which holders of Everest Common Stock voted upon, among other items, (i) a proposal to amend Everest’s Existing Organizational Documents to extend the date by which Everest must consummate an initial business combination up to an additional six times, for one month each time, from August 28, 2023 to February 28, 2024 by depositing into the Trust Account, for each one-month extension, the lesser of (a) $280,000 and (b) $0.035 per outstanding share of Everest Common Stock and (ii) a proposal to amend Everest’s Existing Organizational Documents to eliminate the limitation that Everest shall not redeem shares of Everest Class A common stock to the extent that such redemption would cause Everest’s net tangible assets to be less than $5,000,001. The purpose of the net tangible assets limitation was initially to ensure that Everest Common Stock would not be deemed a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Everest Common Stock and New PubCo Common Stock would not be deemed to be a “penny stock” pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act, Everest presented the proposal to remove the net tangible asset limitation to provide Everest greater flexibility to facilitate the consummation of the Business Combination. All of the proposals presented at the Extension Meeting were approved by the requisite holders of Everest Common Stock. In connection with the Extension Meeting and subsequent redemptions, a total of 63 Everest Public Stockholders elected to redeem an aggregate of 3,825,869 shares of Everest Class A common stock. Following the Extension Redemptions, Everest had approximately $144.9 million left in its Trust Account. On August 28, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the first one-month extension to extend the date by which Everest must consummate an initial business combination to September 28, 2023. On September 28, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the second one-month extension to extend the date by which Everest must consummate an initial business combination to October 28, 2023. On October 23, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the third one-month extension to extend the date by which Everest must consummate an initial business combination to November 28, 2023. On November 28, 2023, the Sponsor deposited $280,000 into the Trust Account in connection with the fourth one-month extension to extend the date by which Everest must consummate an initial business combination to December 28, 2023.
Everest Units, Everest Class A common stock, and Public Warrants are currently listed on the NYSE under the symbols “MNTN.U,” “MNTN” and “MNTN.WS,” respectively.
New PubCo
New PubCo is a Delaware corporation that was formed on May 11, 2023.
The registered address of New PubCo is 251 Little Falls Dr., Wilmington, New Castle County, DE 19808.
Merger Sub
Merger Sub is a Delaware corporation that was formed on May 12, 2023.
The registered address of Merger Sub is 251 Little Falls Dr., Wilmington, New Castle County, DE 19808.
The Business Combination
A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and Everest encourages its stockholders to read it in its entirety. See the section titled “Stockholder Proposal 1: The Business Combination Proposal.”
Consideration to Company Equityholders in the Business Combination
The consideration to be paid to the Company Equityholders, Everest Public Stockholders and New PubCo in connection with the Business Combination will include stock consideration and is based on an enterprise value of $232 million of New PubCo. The pro forma enterprise value of $232 million for New PubCo assumes that Everest retains at least $60 million in the Trust Account following any redemptions in connection with the Stockholders Meeting. 1.5 million Bonus Pool Shares are expected to be issuable to
 
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certain investors who enter into Non-Redemption Agreements following the consummation of the Business Combination. The Sponsor intends to forfeit a number of Founder Shares equal to the number of Bonus Pool Shares prior to the consummation of the Business Combination, such that the issuance of the Bonus Pool Shares is not expected to have a dilutive effect upon current Everest Public Stockholders. The Bonus Pool Shares will serve as an incentive to enter into the Non-Redemption Agreements in order to retain the targeted $60 million of cash in Everest’s Trust Account. Such Bonus Pool Shares would be valued at approximately $16.4 million, based upon the closing price of the Everest Class A common stock on the NYSE on December 20, 2023. In comparison, the price of Everest Units (which consist of one share of Everest Class A common stock and one Public Warrant) issued to the public in Everest’s IPO, was $10.00 per Everest Unit and the price paid per Founder Share prior to Everest’s IPO by the Sponsor was approximately $0.004 per Founder Share. Everest’s directors, officers and their affiliates will not enter into Non-Redemption Agreements. In addition, on or before January 31, 2024, New PubCo will make or cause to be made a cash payment to ZB Limited equal to the First Tax Reimbursement Amount. On or before January 31, 2025, New PubCo will make or cause to be made a cash payment to ZB Limited equal to the Second Tax Reimbursement Amount. See the section titled “Stockholder Proposal 1: The Business Combination Proposal.
Ancillary Documents
New PubCo Registration Rights and Lock-up Agreement
At the closing of the Business Combination, New PubCo will enter into the New PubCo Registration Rights and Lock-up Agreement, substantially in the form attached as Annex F to this proxy statement/prospectus, with the Sponsor and Company Equityholders. Pursuant to the terms of the New PubCo Registration Rights and Lock-up Agreement, the Company Equityholders will be entitled to certain public resale and customary piggyback and demand registration rights.
The New PubCo Registration Rights and Lock-up Agreement provides that New PubCo will agree that, within 30 calendar days after the Closing, New PubCo will use commercially reasonable efforts to file with the SEC a shelf registration statement. New PubCo will use its commercially reasonable efforts to have such shelf registration statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty calendar days after the filing thereof (or ninety calendar days after the filing thereof if the SEC notifies New PubCo that it will “review” the registration statement) and (ii) five business days after the date New PubCo is notified (orally or in writing, whichever is earlier) by the SEC that the registration statement will not be “reviewed” or will not be subject to further review; and New PubCo will not be subject to any form of monetary penalty for its failure to do so.
The New PubCo Registration Rights and Lock-up Agreement also provides for certain lockup restrictions on the Lock-up Shares. Pursuant to the New PubCo Registration Rights and Lock-up Agreement, the Company Equityholders (together with their respective successors and any permitted transferees) and the Sponsor (together with its respective successors and any permitted transferees) agreed to be subject to a 365 day lock-up from the Closing Date. Such lock-up restrictions are subject to certain customary exceptions, and an early-release provision if closing price of a New PubCo Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing Date.
Contribution and Exchange Agreement
Concurrently with the execution of the Business Combination Agreement, New PubCo and the Company Equityholders entered into the Contribution and Exchange Agreement, pursuant to which, among other things, (a) David Rosenberg will contribute 100% of the capital stock of CCRF and 100% of the capital stock of Unifund Corporation in exchange for the issuance of New PubCo Common Stock to David Rosenberg (the “CCRF Contribution and Exchange”), (b) David Rosenberg, not individually but solely as trustee of the TER Trust, will contribute 100% of the Equity Interests in Payce beneficially owned by TER Trust to New PubCo in exchange for the issuance of New PubCo Common Stock to TER Trust (the “TER Contribution and Exchange”), (c) ZB Limited will contribute all of its Equity Interests in each of Holdings, USV, DAP I and DAP IV to New PubCo in exchange for the issuance of New PubCo Common Stock to ZB Limited (the “ZB Contribution and Exchange”) and (d) immediately thereafter, New PubCo will
 
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contribute the Equity Interests in each of Holdings and USV received by New PubCo in the ZB Contribution and Exchange to CCRF, and, as a result of the Contributions and Exchanges, New PubCo will directly own (i) 100% of the outstanding Equity Interests of CCRF and 100% of the outstanding Equity Interests in Unifund Corporation beneficially owned by David Rosenberg prior to the CCRF Contribution and Exchange, (ii) 100% of the outstanding Equity Interests in Payce beneficially owned by the TER Trust prior to the TER Contribution and Exchange and (iii) 100% of the outstanding Equity Interests in DAP I and DAP IV beneficially held by ZB Limited prior to the ZB Contribution and Exchange (constituting 25% of the outstanding Equity Interests of each of DAP I and DAP IV), and CCRF will own 100% of the outstanding Equity Interests in each of Holdings and USV.
The foregoing description of the Contribution and Exchange Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Contribution and Exchange Agreement, a copy of which is attached to this proxy statement/prospectus as Annex G.
Sponsor Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement as a condition and inducement to the Target Companies’ willingness to enter into the Business Combination Agreement, pursuant to which the Sponsor has agreed to, among other things, (i)  support and vote all of its voting securities of Everest Common Stock to adopt and approve the Business Combination Agreement and the other documents contemplated by the Sponsor Support Agreement and the Transactions, (ii) comply with certain transfer restrictions applicable to its Everest Common Stock, (iii) subject to and conditioned upon the occurrence of Closing, waive any adjustment to the conversion ratio set forth in the Existing Organizational Documents or any other anti-dilution or similar protection with respect to Class B common stock (and any other equity securities of Everest or New PubCo for which Class B common stock are exchanged or converted), (iv) forfeit 1,500,000 shares of Everest Class B common stock held by the Sponsor immediately prior to the Closing and (v) subject 812,500 shares of New PubCo Common Stock issuable upon exchange of shares of Everest Class B common stock (the “Earnout Shares”) subject to vesting until the first date during the time period beginning on the date immediately following the Closing Date and ending on the date that is five years following the Closing Date (the “Earnout Period”) on which the New PubCo Common Stock share price is greater than $11.50 (as adjusted for share splits, reverse share splits, sub-divisions, rights issuances, stock dividends, reorganization, recapitalizations and similar transactions, the “Triggering Event”). If the Triggering Event does not occur during the Earnout Period, the Earnout Shares will be forfeited by the Sponsor to New PubCo for no consideration.
The Sponsor Support Agreement will automatically terminate, without any notice or action on the part of a party, upon the valid termination of the Business Combination Agreement.
The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex E.
Company Holder Support Agreement
Concurrently with the execution of the Business Combination Agreement, the Company Equityholders entered into the Company Holder Support Agreement as a condition and inducement to Everest’s willingness to enter into the Business Combination Agreement, pursuant to which the Company Equityholders have agreed to, among other things, (i) support and vote (whether pursuant to a duly convened meeting of the Company Equityholders or pursuant to an action by written consent of the Company Equityholders) in favor of the adoption and approval of the Business Combination Agreement and the Transactions, including the Contributions and Exchanges, (ii) consummate, or cause the Target Companies to consummate, the Reorganization, (iii) be bound by certain transfer restrictions with respect to the Company Equity and (iv) take any actions necessary to effect the Transactions, including the Reorganization and the Contributions and Exchanges.
The Company Holder Support Agreement will automatically terminate, without any notice or action on the part of a party, upon the valid termination of the Business Combination Agreement.
 
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The foregoing description of the Company Holder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Company Holder Support Agreement, a copy of which is attached to this proxy statement/prospectus as Annex D.
Everest Board’s Reasons for Approval of the Business Combination
In evaluating the transaction with Unifund, the Everest Board consulted with its management and legal counsel as well as financial and other advisors, and the Everest Board considered and evaluated several factors. In particular, the Everest Board considered the following positive factors, although not weighted or in any order of significance, in deciding to approve the Business Combination Proposal:

Proven Performance:   Unifund has a 36-year operating history, during which it has serviced over $25 billion of debt, representing more than seven million consumers. Despite Unifund’s revenue decline in 2022 compared to 2021, the company’s positive EBITDA and free cash flow have also captured the attention of the Everest Board.

Proprietary Technology:   Unifund employs an artificial intelligence (“AI”) and machine learning-enabled analytics platform that streamlines collection and recovery processes. The company’s innovative debt recovery solutions and alternative payment programs, such as Payce, were also noted by the Everest Board.

Optimized Capitalization:   The Everest Board believes that the Business Combination would provide Unifund with lower borrowing costs and an optimized capital structure, enabling the company to scale its growth effectively.

Strong Reputation:   The Everest Board finds attractive Unifund’s strong reputation and positive image which are the result of Unifund’s long operating history and because it does not make consumer collection calls, among other factors.

Entry Barriers:   The Everest Board recognizes the strict onboarding and regulatory compliance requirements in Unifund’s industry, as well as the company’s entrenched, long-term relationships with financial institutions. The proprietary datasets and relationships owned by Unifund present significant barriers to entry for new market entrants.

Scalable Model:   The Everest Board is confident that Unifund’s business model is scalable, with growth potential through the expansion of consumer debt servicing, data analytics licensing opportunities and strengthening margins on growth initiatives.

Innovative Portfolio Management Strategy:   Unifund outsources non-legal channel collections to top-tier third-party collection agencies and maintains a partner network of active law firms managing approximately $866.4 million of active legal inventory, including third-party servicing accounts, as of September 30, 2023. This approach contributes to Unifund’s ability to avoid purchasing portfolios incompatible with its methods or goals and aligns account acquisitions with its operational channels to maximize future collections, resulting in above industry average collection returns.

Domestic Market Focus:   The Everest Board acknowledges that Unifund’s target geographic market is the United States. By conducting business solely within the country, Unifund mitigates potential risks arising from operating a global distressed debt business and is well-positioned to enhance its competitive edge when bidding on domestic debt portfolios in the coming years.

Clear Growth Strategy:   Unifund has a well-defined growth strategy that encompasses organic growth, strategic partnerships, innovation, talent development and acquisitions. This comprehensive plan demonstrates the company’s commitment to creating long-term shareholder value.

Synergistic Potential:   A merger with Everest would allow Unifund to tap into new resources and industry expertise, thereby accelerating its growth trajectory and enhancing its competitive position in the specialty finance sector.
The combination of Unifund’s strong financial performance, proprietary technology, optimized capitalization, significant market barriers, scalable business model, innovative portfolio management strategy, domestic market focus, clear growth strategy and synergistic potential make it a compelling target
 
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for Everest. We believe that this merger will create long-term shareholder value and position the combined entity for continued success in the public markets.
The Everest Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

the risk that a significant number of the current Everest Public Stockholders would exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account;

the risk that the announcement of the Business Combination and potential diversion of Unifund’s management and employee attention may adversely affect Unifund’s operations;

the risk that certain key employees of Unifund might not choose to remain with New PubCo post-Closing;

the risk that the Everest Board may not have properly valued Unifund’s business;

the risks associated with the debt recovery, alternative payments and financial technology industries in general;

the risk that the Business Combination might not be consummated in a timely manner or that the closing of the Business Combination might not occur despite the companies’ efforts, including by reason of a failure to obtain the approval of Everest Stockholders;

the risk of failure to satisfy the conditions to Closing (to the extent not waived by the parties);

the risk of inability to maintain the listing of the Company’s securities on the NYSE American following the Business Combination;

the significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination;

the potential conflicts of interest of the Sponsor and Everest’s officers and directors in the Business Combination;

the risk that Unifund might not be able to maintain viable relationships with its existing lenders or obtain alternative financing;

the risks raised by Unifund’s independent registered public accounting firm in connection with opinions given in the past expressing substantial doubt about Unifund’s ability to continue as a going concern, particularly related to the company’s ability to finance required principal and interest payments on its debt, and the risk that the management liquidity plan that has currently alleviated such doubt may not succeed;

the risks associated with that certain Series BR 15.00% Promissory Bridge Notes, dated January 26, 2023, issued by DAP IV Series 86 to David Rosenberg in the principal amount $750,000, and to Selig Zises in the principal amount of $235,000;

the risks associated with the Demand Note, effective February 5, 2020, Payce issued to David Rosenberg in the principal amount of $1,603,629.37, the full amount of which is currently outstanding;

the risks associated with the related party transactions involving Unifund entities as more fully described in the section “Certain Relationships and Related Person Transactions — New PubCo Relationships and Related Party Transactions” of this proxy statement/prospectus;

the risk that Unifund’s lenders could foreclose on the Unifund equity interests held by its current equityholders, who have pledged substantially all of their interests in Unifund and certain of its subsidiaries as collateral in favor of the lenders in the Comvest Credit Facility; and

the other risks described in the “Risk Factors” section of this proxy statement/prospectus.
In addition to considering the factors described above, the Everest Board also considered that certain of the officers and directors of Everest may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Everest Stockholders (see “Stockholder Proposal 1: Interests of Certain Persons in the Business Combination” below). Everest’s independent
 
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directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving, as members of the Everest Board, the Business Combination Agreement and the transactions contemplated therein, including the Business Combination.
The Everest Board concluded that the potential benefits that it expected Everest and its stockholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the Everest Board determined that the Business Combination Agreement and the Business Combination were advisable, fair to, and in the best interests of, Everest and its stockholders.
For more information about the Everest Board’s decision-making process concerning the Business Combination, please see the section entitled “Stockholder Proposal 1 — The Business Combination Proposal — Everest Board’s Reasons for Approval of the Business Combination.
Ownership of New PubCo following the Business Combination
For a detailed discussion of the ownership of New PubCo following the Business Combination, see the section titled “Beneficial Ownership of Securities” in this proxy statement/prospectus.
The Stockholders Meeting and the Warrant Holders Meeting
For a detailed discussion of the Stockholders Meeting and the Warrant Holders Meeting, see the section titled “Stockholders Meeting and the Warrant Holders Meeting” in this proxy statement/prospectus.
Recommendation to Everest Public Stockholders
The Everest Board unanimously recommends that the Everest Stockholders entitled to vote on the Stockholder Proposals, vote as follows:
“FOR” approval of the Business Combination Proposal;
“FOR” approval of the Charter Proposal;
“FOR” approval of the Incentive Award Plan Proposal; and
“FOR” approval of the Stockholder Adjournment Proposal, if presented.
The Everest Board unanimously recommends that the holders of Public Warrants entitled to vote on the Warrant Holder Proposals, vote as follows:
“FOR” approval of the Warrant Amendment Proposal; and
“FOR” approval of the Warrant Holder Adjournment Proposal, if presented;
Redemption Rights
Everest Public Stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination, whether or not they were holders of Everest Class A common stock as of the Record Date or acquired their shares after the Record Date. The redemptions will be effectuated in accordance with the Existing Organizational Documents and the DGCL. Any Everest Public Stockholder who holds Everest Class A common stock on or before            , 2023 (two business days before the Stockholders Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the completion of the Business Combination; provided that such Everest Public Stockholders follow the procedures provided for exercising such redemption as set forth in the Existing Organizational Documents, as described below, by such date. However, the proceeds held in the Trust Account could be subject to claims that could take priority over those of Everest Public Stockholders exercising such redemption right, regardless of whether such holders vote for or against the Business Combination Proposal and whether such holders are holders of Everest Class A common stock as of the Record Date. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. An
 
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Everest Public Stockholder will be entitled to receive cash for these shares only if the Business Combination is completed. For more information, see “Stockholders Meeting and Warrant Holders Meeting — Redemption Rights.”
Certain Information Relating to Unifund
For a detailed discussion of Unifund’s business, see the section titled “Business of Unifund and Certain Information About Unifund CCR Partners” in this proxy statement/prospectus.
Comparison of Stockholder Rights
The Proposed New PubCo Certificate of Incorporation and the Proposed New PubCo Bylaws differ materially from the current constitutional documents of Everest, which will govern following the Merger. For additional information, see “Comparison of Corporate Governance and Stockholder Rights.
Material Tax Consequences
For a detailed discussion of material U.S. federal income tax consequences of the Business Combination, see the section titled “Certain U.S. Federal Income Tax Considerations” in this proxy statement/prospectus.
Anticipated Accounting Treatment of the Business Combination
Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with US GAAP. Under this method of accounting, New PubCo will be treated as the acquired company and the Target Company Group will be treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New PubCo will represent a continuation of the financial statements of the Target Company Group, with the Business Combination treated as the equivalent of the Target Company Group issuing stock for the net assets of New PubCo, accompanied by a recapitalization. The net assets of New PubCo will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Target Company Group. The Target Company Group has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:

it is expected that the New PubCo Board will consist of five directors, three of which will be designated by Unifund, two of which will be designated by Everest;

Unifund’s existing senior management team will comprise the senior management of New PubCo; and

The Target Company Group’s operations prior to the Business Combination will comprise the ongoing operations of New PubCo and Everest, a wholly owned subsidiary of New PubCo after giving effect to the Merger, had minimal operations pre-combination.
 
8

 
Organizational Structure
Prior to the Reorganization(1)
The following diagram depicts the simplified organizational structure of Unifund prior to the Reorganization.
[MISSING IMAGE: fc_prior-bw.jpg]
Following the Reorganization
The following diagram depicts the simplified organizational structure of Unifund after the Reorganization.
[MISSING IMAGE: fc_depicts-bw.jpg]
 
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Prior to the Business Combination
The following diagram depicts the simplified organizational structure of Everest and Unifund prior to the Business Combination.
[MISSING IMAGE: fc_priorbusiness-bw.jpg]
Following the Business Combination(1)
The following diagram depicts the simplified organizational structure of Everest and Unifund after the Business Combination.
[MISSING IMAGE: fc_businescombination-bw.jpg]
Regulatory Approvals Required
The parties’ obligation to consummate the Business Combination is subject to the approvals associated with the Collection Filings. The parties will make the Collection Filings, but there can be no assurance that each approval from the applicable state regulatory authority for each Collection Filing will be obtained. Furthermore, the parties may be required to undertake certain additional actions in order to make the Collection Filings and obtain the necessary approvals associated with the Collection Filings.
 
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Neither Everest nor New PubCo is aware of any material regulatory approvals or actions that are required for completion of the Business Combination other than the approvals associated with the Collection Filings. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.
Appraisal Rights
Everest Public Stockholders have no appraisal rights in connection with the Business Combination or the Merger under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, via telephone or via e-mail or other electronic correspondence. Everest has engaged D.F. King & Co., Inc. (“DF King”) to assist in the solicitation of proxies.
If an Everest Public Stockholder grants a proxy, such stockholder may still vote its shares in person if it revokes its proxy before the Stockholders Meeting. An Everest Public Stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Stockholders Meeting and Warrant Holders Meeting — Revoking Your Proxy; Changing Your Vote.”
Interests of Certain Persons in the Business Combination
When you consider the recommendation of the Everest Board in favor of approval of the Required Stockholder Proposals, you should keep in mind that the Sponsor, our directors and our executive officers have interests in such proposal that are different from, or in addition to, those of Everest Public Stockholders and warrant holders generally. These interests include that the Sponsor as well as our executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to Everest Class A common stock they may have acquired or may acquire in the future), and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to stockholders, rather than liquidate Everest.
Additionally, among other things, these interests include the following:

the fact that the Sponsor and Everest’s directors have agreed not to redeem any Everest Common Stock held by them in connection with the stockholder vote to approve a proposed initial business combination, including the Business Combination;

the fact that the Sponsor paid an aggregate of $18,750 for the 4,312,500 Founder Shares currently owned by the Sponsor, in which certain of Everest’s officers and directors hold a direct and indirect interest, and the independent directors. The Founder Shares would be worthless if the Business Combination or another business combination is not consummated by February 28, 2024 because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such securities may have a significantly higher value at the time of the Business Combination and, if unrestricted and freely tradable, would be valued at approximately $47.0 million, based upon the closing price of the Everest Class A common stock on the NYSE on December 20, 2023;

the fact that if the Business Combination or another business combination is not consummated by February 28, 2024, the 8,633,333 Private Placement Warrants, each exercisable to purchase one share of Everest Class A common stock at $11.50 per share, subject to adjustment, held by the Sponsor, in which certain of Everest’s officers and directors hold a direct and indirect interest, of which 6,333,333 were acquired for an aggregate purchase price of $9,500,000 in a private placement that took place simultaneously with the consummation of the IPO, 1,150,000 were acquired in exchange for the Sponsor’s deposit of $1,725,000 into the Trust Account in connection with the Initial Extension and 1,150,000 were acquired in exchange for the Sponsor’s deposit of $1,725,000 into the Trust Account in connection with the Second Extension, would become worthless. Such securities may have a higher value at the time of the Business Combination and, if unrestricted and freely tradable, would be
 
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valued at approximately $0.4 million, based upon the closing price of the Public Warrants on the NYSE on December 20, 2023;

the fact that if the Business Combination or another business combination is not consummated by February 28, 2024, Everest will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Everest Class A common stock for cash and, subject to the approval of its remaining stockholders and the Everest Board, dissolving and liquidating; and

the fact that the Sponsor paid an aggregate of approximately $11.2 million for its investment in New PubCo, as summarized in the table below, and following the consummation of the Business Combination, the aggregate value of the Sponsor’s investment will be approximately $47.4 million, based upon the respective closing price of the Everest Class A common stock and the public warrants on the NYSE on December 20, 2023.
Sponsor Ownership of Everest Prior to Closing
Securities held by
Sponsor Group
Sponsor Cost
($)
Founder Shares
4,312,500 18,750(1)
Private Placement Warrants
8,633,333 11,225,000
Total
$ 11,243,750
(1)
Includes cost for 50,000 Founder Shares held by the independent directors.
Sponsor Ownership of New PubCo Following the Closing
Securities held by
Sponsor Group
Prior to Closing
Value per
Security
($)
Total
Value
($)
Shares of New PubCo Common Stock Issued to Holders of Founder Shares
1,625,000(1) $ 10.90 $ 17,712,500
New PubCo Private Placement Warrants
8,633,333 $ 0.045 $ 388,500
Total
$ 10.945 $ 18,101,000
(1)
Reflects the forfeiture of 1,500,000 Founder Shares pursuant to the Sponsor Support Agreement and the transfer of 375,000 Founder Shares to be transferred pursuant to the Share Transfer Agreement upon the consummation of the Business Combination. Does not include 812,500 Earnout Shares subject to vesting.

the fact that the Sponsor, officers, directors, or their affiliates may be reimbursed for any out-of-pocket expenses incurred on Everest’s behalf related to identifying, investigating, negotiating, and completing an initial business combination. As of the date of this proxy statement/prospectus, no out-of-pocket expenses have been incurred by Everest’s officers and directors and there are no outstanding out-of-pocket expenses for which Everest’s officers or directors are awaiting reimbursement;

the fact that the Sponsor and Everest’s current officers and directors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if Everest fails to complete an initial business combination by February 28, 2024;

the fact that, pursuant to the Business Combination Agreement, the Sponsor will have certain governance rights in respect of New PubCo that will be set forth in New PubCo’s governing documents;

the right of the Sponsor to hold shares of New PubCo Common Stock following the Business Combination, subject to the terms and conditions of the lock-up restrictions;

the fact that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to stockholders rather than liquidate;
 
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the fact that the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other Everest Stockholders experience a negative rate of return in New PubCo;

the fact that the Sponsor and Everest’s officers and directors will lose their investment in Everest and will not be reimbursed for any out-of-pocket expenses incurred by them on Everest’s behalf incident to identifying, investigating and consummating an initial business combination if an initial business combination is not consummated by February 28, 2024;

the fact that if the Trust Account is liquidated, including in the event Everest is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Everest to ensure that the proceeds in the Trust Account are not reduced below $10.20 per share of Everest Class A common stock, or such lesser per share of Everest Class A common stock amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Everest has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Everest, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account; and

the fact that the Business Combination Agreement provides for the continued indemnification of Everest’s existing directors and officers and required Unifund to purchase, at or prior to the Closing, and maintain in effect for a period of six years after the Closing, a “tail” policy providing directors’ and officers’ liability insurance coverage for certain Everest directors and officers after the Business Combination.
In addition, certain persons who are expected to become New PubCo directors after the completion of the Business Combination may have interests in the Business Combination that are different from, or in addition to, the interests of the Everest Stockholders. See “Stockholder Proposal 1: The Business Combination Proposal — Interests of Certain Persons in the Business Combination” for more information.
The personal and financial interests of the Sponsor as well as Everest’s executive officers and directors may have influenced their motivation in identifying and selecting Unifund as a business combination target, completing the Business Combination with Unifund and influencing the operation of the business following the Business Combination. In considering the recommendations of the Everest Board to vote for the proposals, its stockholders should consider these interests. Additionally, following the Closing, the Sponsor will have the right to designate two members of the New PubCo Board, who are initially expected to be Adam Dooley and Canh Tran. Any vote made by such individual appointed by the Sponsor as part of such individual’s service on the New PubCo Board does not express the vote of Everest in any capacity, but solely such individual’s vote as a director of New PubCo.
Interests of New PubCo Directors and Executive Officers in the Business Combination
When you consider the recommendation of the Everest Board in favor of approval of the proposals, you should keep in mind that New PubCo and Unifund’s directors and executive officers have interests in such proposal that are different from, or in addition to, those of Everest Public Stockholders and warrant holders generally. These interests, among other things, are discussed in “Executive Compensation of Unifund.”
Sources and Uses of Funds for the Business Combination
The following tables summarize the sources and uses for funding the Business Combination assuming that the minimum redemption scenario occurs in order for the Business Combination to be consummated and satisfying the Minimum Cash Condition. For an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of the Everest Class A common stock in a minimum required redemption scenario and a maximum redemption scenario, see “Risk Factors — Risks Related to the Business Combination and Everest — The Everest Public Stockholders will experience immediate dilution as a consequence of the issuance of shares of New PubCo Common Stock as consideration in the Business Combination.
 
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Minimum Required Redemption
Source of Funds
(in millions)
Rollover Equity
$ 100.0
Everest Cash in Trust Account
$ 145.8
Total Sources of Funds
$ 245.8
Uses
(in millions)
Rollover Equity
$ 100.0
Redeemed Everest Common Stock(1)
$ 59.3
Cash to Balance Sheet
$ 70.1
Estimated Transaction Cost
$ 9.0
Public Warrant Redemption
$ 4.3
Repayment of Loans
$ 1.9
Income Taxes Payable
$ 1.2
Total Uses of Funds
$ 245.8
(1)
Assumes the minimum redemption scenario. If redemptions are less than the minimum established threshold of 41%, no business combination would occur.
Maximum Required Redemption
Rollover Equity
$ 100.0
Everest Cash in Trust Account
$ 145.8
Total Sources of Funds
$ 245.8
Uses
(in millions)
Rollover Equity
$ 100.0
Redeemed Everest Common Stock(1)
$ 89.4
Cash to Balance Sheet
$ 40.0
Estimated Transaction Cost
$ 9.0
Public Warrant Redemption
$ 4.3
Repayment of Loans
$ 1.9
Income Taxes Payable
$ 1.2
Total Uses of Funds
$ 245.8
(1)
Assumes the maximum redemption scenario.
Risk Factor Summary
The Unifund Business and the Business Combination are subject to numerous risks. In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the Annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” The occurrence of one or more of the events or the circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect New PubCo’s, Unifund’s, and Everest’s ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition or results of operations of New PubCo and Unifund. References below to Unifund shall be deemed to also refer to New PubCo and the post-Business Combination company, as the context requires or as appropriate. These risks include the following:
 
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Risks Related to Unifund

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern and the management liquidity plan that has currently alleviated such doubt may not succeed.

A deterioration in the economic or inflationary environment could affect the ability of consumers to pay their obligations, which could have an adverse effect on our business and results of operations.

We may be unable to purchase accounts at favorable prices, which could limit our growth and/or profitability.

We face intense competition that could impair our ability to maintain or grow our purchasing volumes and our ability to achieve our goals.

We have identified material weaknesses in our internal control over financial reporting and if we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately or timely report our financial condition or results of operations.

We may be adversely affected by possible shortages of available charged-off accounts for purchase at favorable prices.

Our future operating results will be impaired if we do not replace our charged-off accounts in sufficient amounts. We rely heavily on the consumer credit card sector as a source of the charged-off accounts that we acquire.

We may purchase receivable portfolios that are unprofitable, and we may be unable to collect sufficient amounts to recover our costs and to fund our operations.

Our collections may decrease if certain insolvency proceedings and bankruptcy filings involving liquidations increase. It can take several years to realize cash returns on our investments in charged-off accounts, during which time we are exposed to many risks in our business.

It can take several years to realize cash returns on our investments in charged-off accounts, during which time we are exposed to many risks in our business.

A significant portion of our portfolio purchases during any period may be concentrated with a few sellers of charged-off accounts.

We may not be able to comply with the terms of the Comvest Credit Facility, which grants liens to Comvest over most of the assets acquired as part of the Business Combination, and these liens and the other terms of the Comvest Credit Facility may affect the viability of our business, directly impact the assets acquired as part of the Business Combination and make it difficult or impossible to refinance or replace such facility prior to maturity.

The statistical models we use to project remaining cash flows from our charged-off accounts may prove to be inaccurate, which could result in reduced revenues or the recording of a valuation allowance if we do not achieve the recoveries forecasted by our models.

Our success depends on our senior management team, and if we cannot retain them, it could have a material adverse effect on us.

A portion of our collections depends on success in individual lawsuits. In pursuing legal collections, we may be unable to obtain accurate and authentic account documents for accounts that we purchase necessary for the success of such suits.

Failure to comply with existing or new government regulation of the collections industry could result in penalties, fines, litigation, damage to our reputation or the suspension or termination of our ability to conduct our business.
Risks Related to the Business Combination and Everest

Everest and Unifund will incur significant transaction and transition costs in connection with the Business Combination.
 
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If the conditions to the Business Combination Agreement are not met, the Business Combination may not occur.

The Sponsor and each of Everest’s officers and directors agreed to vote in favor of our initial business combination, including the Business Combination in particular, as applicable, regardless of how the Everest Stockholders vote.

Since the Sponsor and our executive officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of our stockholders, a conflict of interest may have existed in determining whether the Business Combination with New PubCo is appropriate as our initial business combination and in recommending that stockholders vote in favor of approval of the Required Stockholder Proposals. Such interests include that the Sponsor and our executive officers and directors will lose their entire investment in us if our initial business combination is not completed (other than with respect to Everest Class A common stock they may have acquired during or may acquire after the IPO), and that the Sponsor will benefit from the completion of a business combination and may be incentivized to complete the Business Combination, even if it is with a less favorable target company or on less favorable terms to Everest Stockholders, rather than liquidate Everest.

The ability of the Everest Public Stockholders to exercise their redemption rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of shares of New PubCo Common Stock to drop significantly, even if New PubCo’s business is doing well.

The equity contributed by the current equityholders of Unifund and its subsidiaries is subject to liens, and pledges of collateral in connection therewith, securing the interests of Unifund’s lenders under its credit facility, and such liens will remain after the Closing.

Upon Closing, Payce will be a less than wholly-owned subsidiary of New PubCo, and minority interests in Payce may subject us to risks and liabilities that we would not otherwise face.
 
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MARKET PRICE AND DIVIDEND INFORMATION
Everest
Everest Units, Class A common stock and Public Warrants are currently listed on the NYSE under the symbols “MNTN.U,” “MNTN” and “MNTN.WS,” respectively. The Everest Units will automatically separate into their component securities following the Business Combination and, as a result, will no longer trade as an independent security. Upon the Closing, the shares of New PubCo Common Stock and New PubCo Warrants will be listed on the NYSE American under the symbols “UFND” and “UFNDW,” respectively.
The closing price of the Everest Class A common stock on May 19, 2023, and Public Warrants on May 19, 2023, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.56 and $0.06, respectively.
Holders of the Everest Units, Everest Class A common stock and Public Warrants should obtain current market quotations for their securities. The market price of Everest Securities could vary at any time before the Business Combination.
Holders
As of December 21, 2023, there was one holder of record of Everest Units, one holder of record of Everest Class A common stock, one holder of record of Everest Class B common stock and two holders of record of Everest Warrants (one of whom was a public holder). The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Everest Units, Everest Class A common stock and Public Warrants are held of record by banks, brokers and other financial institutions.
Dividends
Everest has not paid any cash dividends on the Everest Units to date and does not intend to pay cash dividends prior to the completion of the Business Combination. Assuming the Business Combination is consummated, the payment of cash dividends in the future will be dependent upon, among other things, upon Unifund’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination, as well as compliance with the Proposed New PubCo Certificate of Incorporation and Proposed New PubCo Bylaws, financing or other contractual obligations or limitations and Delaware law. The payment of any dividends following the Business Combination will be subject to the relevant provisions of the Proposed New PubCo Certificate of Incorporation and Proposed New PubCo Bylaws. See also “Description of New PubCo’s Securities — Common Stock — Dividend rights.” The ability of New PubCo to declare dividends may also be limited by the terms of financing or other agreements entered into by New PubCo from time to time.
Unifund
Historical market price information for shares of Unifund common stock is not provided because there is no public market for shares of Unifund common stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Unifund.”
New PubCo
Historical market price information for shares of New PubCo Common Stock is not provided because there is no public market for shares of New PubCo Common Stock. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Unifund.”
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF UNIFUND
The following tables contain summary historical financial data for Unifund. Such data as of and for the years ended December 31, 2022 and 2021 and the third quarters ended September 30, 2023 and 2022 has been derived from the unaudited financial statements of Unifund included elsewhere in this proxy statement/prospectus.
The financial information contained in this section relates to Unifund, prior to and without giving pro forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of the post-combination company going forward. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.
The information below is only a summary and should be read in conjunction with Unifund’s combined consolidated financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Unifund.” Unifund’s historical results are not necessarily indicative of future results, and the results for any interim period are not necessarily indicative of the results that may be expected for a full fiscal year.
 
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The Unifund Group of Companies
Combined Consolidated Balance Sheets
As of December 31, 2022 and 2021 (As Restated)
and September 30, 2023 (Unaudited)
December 31,
September 30,
2022
2021
2023
(As Restated)
(As Restated)
(Unaudited)
ASSETS
Cash and cash equivalents
$ 4,540,772 $ 13,388,788 $ 1,407,999
Restricted cash
2,667,448 505,380 505,995
Due from affiliates
81,814 129,056 61,475
Prepaid expenses and other current assets
1,042,686 706,127 877,656
Loan receivables – related parties
238,000
Investment in receivable portfolios, net
108,295,528 96,441,238 95,828,896
Right of Use Asset, operating leases
710,316 541,390
Property and equipment, net
1,253,722 1,060,563 1,043,562
Total assets
$ 118,830,286 $ 112,231,152 $ 100,266,973
LIABILITIES AND OWNERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses
$ 3,401,791 $ 2,711,211 $ 2,258,860
Due to affiliates
462,000
Interest payable
1,180,536 524,838 1,392,557
Lease liabilities under operating- type lease
710,316 541,390
Lease liabilities under finance-type leases
546,676 444,470
Obligations under capital leases
300,170
Loans payable, net
92,169,471 86,222,024 88,303,666
Loans payable, net – related parties
1,668,629 1,668,629 1,668,629
Settlements payable
120,000 1,737,838 200,000
Total liabilities
99,797,419 93,164,710 95,271,572
Commitments and Contingencies (Note 12):
Owners’ Equity
Controlling Owners’ equity
18,569,980 18,413,624 4,676,186
Noncontrolling interest in subsidiaries
462,887 652,818 319,215
Total Owner’s equity
19,032,867 19,066,422 4,995,401
Total liabilities and Owners’ equity
$ 118,830,286 $ 112,231,152 $ 100,266,973
 
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The Unifund Group of Companies
Combined Consolidated Statements of Operations and Comprehensive Income (Loss)
For the Years ended December 31, 2022 and 2021 (As Restated)
and the Nine Months Ended September 30, 2023 and 2022 (Unaudited)
December 31,
September 30,
2022
2021
2023
2022
(As Restated)
(As Restated)
(Unaudited)
(Unaudited)
Revenues:
Fee income
$ 6,257,323 $ 5,722,279 $ 4,685,515 $ 4,772,097
Fee income – related parties
2,603,080 4,070,958 1,442,931 2,051,050
Revenue from receivable portfolios
28,941,940 31,474,513 23,642,346 20,834,996
Gain on sale of receivable portfolios
4,991,073 86,525 1,744,079 2,333,094
Gain on sale of receivable portfolios – related parties
590,147 407,616 191,097 485,721
Changes in recoveries
8,120,357 29,799,820 (4,297,737) 5,078,056
Total revenues
51,503,920 71,561,711 27,408,231 35,555,014
Operating expenses:
Salaries and wages
12,221,029 11,177,286 9,240,447 9,151,028
Contingency fees and other collection costs
18,002,927 19,465,173 10,573,470 13,695,609
Contingency fees and other collection costs –  related parties
475,511 817,901 231,870 397,005
Court costs (recoveries), net
(306,078) 1,589,307 437,781 (765,325)
Legal and other professional fees
3,278,286 3,132,021 3,486,761 2,457,533
Selling expenses
768,468 461,988 385,409 519,823
Rent and occupancy expenses
1,240,261 1,206,937 1,008,983 975,275
Depreciation and amortization
514,424 607,100 331,680 352,784
Other operating expenses
1,235,123 1,454,675 1,097,574 1,180,841
Total operating expenses
37,429,951 39,912,388 26,793,975 27,964,573
Operating income
14,073,969 31,649,323 614,256 7,590,441
Other income (expense)
Interest expense
(12,434,798) (16,318,482) (14,175,441) (8,967,714)
Interest and other income, net
(100,520) 194,615 (33,115) (101,861)
Participation fees
(136,613)
Gain on forgiveness of loans payable, net
1,596,972 1,596,972
Total other (expense)
(10,938,346) (16,260,480) (14,208,556) (7,472,603)
Income (loss) before provision for entity-level income taxes
3,135,623 15,388,843 (13,594,300) 117,838
Provision for entity-level income taxes
(459,091) (153,968) (118,478) (120,186)
Net income (loss) and comprehensive income
(loss)
$ 2,676,532 $ 15,234,875 $ (13,712,778) $ (2,348)
Net income (loss) and comprehensive income (loss)
attributable to noncontrolling interests
(189,931) (195,136) (143,672) (126,861)
Net income (loss) and comprehensive income (loss)
attributable to Controlling Owners
$ 2,866,463 $ 15,430,011 $ (13,569,106) $ 124,513
 
20

 
The Unifund Group of Companies
Combined Consolidated Statement of Changes in Owners’ Equity (Deficit)
For the Years ended December 31, 2022 and 2021 (As Restated)
Controlling
Owners’
Equity (deficit)
Noncontrolling
Interest in Subsidiaries
Total Owners’
Equity (deficit)
Balance as of December 31, 2020
$ (222,012) $ 306,771 $ 84,759
Cumulative adjustment for the adoption of credit loss
accounting standard
3,257,135 3,257,135
Net income (loss)
15,430,011 (195,136) 15,234,875
Conversion of Payce, LLC convertible notes
541,183 541,183
Distributions
(51,510) (51,510)
Balance as of December 31, 2021
$ 18,413,624 $ 652,818 $ 19,066,442
Net Income (loss)
2,866,463 (189,931) 2,676,532
Contributions
10,000 10,000
Distributions
(2,720,107) (2,720,107)
Balance as of December 31, 2022
$ 18,569,980 $ 462,887 $ 19,032,867
The Unifund Group of Companies
Combined Consolidated Statement of Changes in Owners’ Equity
For the Nine Months Ended September 30, 2023 and 2022 (Unaudited)
Nine Months Ended September 30, 2022
Owners’
Equity (deficit)
Noncontrolling
Interest in Subsidiaries
Total
Owners’ Equity
Balance as of December 31, 2021
$ 18,413,625 $ 652,818 $ 19,066,443
Net income (loss)
124,513 (126,861) (2,348)
Contributions
10,000 10,000
Distributions
(2,524,261) (2,524,261)
Balance as of September 30, 2022
$ 16,023,877 $ 525,957 $ 16,549,834
Nine Months Ended September 30, 2023
Owners’
Equity (deficit)
Noncontrolling
Interest in Subsidiaries
Total
Owners’ Equity
Balance as of December 31, 2022
$ 18,569,980 $ 462,887 $ 19,032,867
Net income (loss)
(13,569,106) (143,672) (13,712,778)
Contributions
520,346 520,346
Distributions
(845,034) (845,034)
Balance as of September 30, 2023
$ 4,676,186 $ 319,215 $ 4,995,401
 
21