Financial Performance - For the three months ended March 31, 2023, the company reported a net loss of $857,507, compared to a net loss of $394,797 for the same period in 2022 [111]. - The company incurred operating costs of $2,373,223 for the three months ended March 31, 2023, which included expenses related to being a public company [111]. - The company has a working capital deficit of $3,519,949 as of March 31, 2023, which may not be sufficient to operate for the next 12 months if a business combination is not consummated [117]. - The company faces substantial doubt about its ability to continue as a going concern if a business combination is not completed by May 28, 2023 [123]. Capital and Funding - The company generated net proceeds of $177,606,386 from its IPO, with $175,950,000 held in a trust account for future business combinations [113]. - As of March 31, 2023, the company had cash of $84,509 outside the trust account and marketable securities in the trust account totaling $181,743,652 [115]. - The company expects to use substantially all funds in the trust account to complete its initial business combination, with any interest income potentially used for tax obligations [116]. - The company may need to raise additional capital through loans or investments to meet its working capital needs [122]. - The company entered into a Conditional Guaranty Agreement for a promissory note with an original principal amount of $1,725,000, guaranteeing payment upon the consummation of an initial business combination [127]. Business Operations - The company has not engaged in any operations or generated revenues to date, focusing instead on identifying suitable targets for a business combination [110]. - The company extended the period to complete its initial business combination to May 28, 2023, by issuing 1,150,000 private placement warrants for $1,725,000 [109]. Accounting and Internal Controls - There have been no significant changes to the company's critical accounting estimates during the three months ended March 31, 2023 [131]. - The new accounting standard ASU 2020-06, effective January 1, 2024, is expected to have no material impact on the company's financial statements [132]. - The company qualifies as an "emerging growth company" and has elected to use an extended transition period for complying with new accounting standards [134]. - As of March 31, 2023, the company's disclosure controls and procedures were evaluated and deemed effective at the reasonable assurance level [138]. - There were no changes in internal control over financial reporting during the fiscal quarter ended March 31, 2023, that materially affected the internal control [139]. Legal Matters - The company reported no legal proceedings as of the latest quarter [140]. Future Expenses - The company expects to incur aggregate fees of approximately $5.0 to $6.0 million under a due diligence agreement, which will be expensed as incurred [130].

Financial Position - As of December 31, 2022, the company had cash of $236,151 held outside of the trust account and marketable securities in the trust account totaling $178,111,451, which includes $2,536,113 of interest income[312]. - The company has a working capital deficit of $755,241 as of December 31, 2022, which may not be sufficient to operate for at least the next 12 months if a business combination is not consummated[314]. - The company may need to raise additional capital through loans or investments to meet its working capital needs and complete a business combination[317]. - The company has determined that its liquidity condition raises substantial doubt about its ability to continue as a going concern if a business combination is not completed by May 28, 2023[318]. Income and Expenses - For the year ended December 31, 2022, the company reported a net income of $158,386, consisting of investment income of $2,536,113 offset by operating costs of $1,922,290 and income tax provision of $455,437[306]. - The company has incurred $122,425 in expenses for administrative services under an agreement with the sponsor for the year ended December 31, 2022[323]. - The company expects to incur due diligence fees between approximately $450,000 to $600,000 in connection with its search for potential business combination targets[325]. IPO and Trust Account - The company generated net proceeds of $177,606,386 from the IPO, with $175,950,000 held in the trust account, including $6,037,500 of deferred underwriting commissions[308]. - The underwriters are entitled to a deferred fee of $0.35 per unit, totaling $6,037,500, which will be released only upon the completion of the initial business combination[322]. - As of December 31, 2022, Class A common stock subject to possible redemption is valued at $177,667,994, an increase from $175,950,000 as of December 31, 2021, reflecting a re-measurement of carrying value to redemption value of $18,222,829[328]. - The gross proceeds from Class A common stock issuance amount to $172,500,000, with issuance costs of $10,100,667 and fair value of public warrants at issuance totaling $4,672,162[328]. Accounting and Compliance - The company has not recognized any unrecognized tax benefits as of December 31, 2022 and 2021, and no amounts were accrued for interest and penalties during the same periods[333]. - Management does not expect the adoption of new accounting standards to have a material impact on the company's financial statements, including ASU 2020-06 effective January 1, 2024[334][335]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards until certain conditions are met[336]. Business Combination - The company extended the period to complete its initial business combination from February 28, 2023, to May 28, 2023, by issuing 1,150,000 private placement warrants in exchange for a deposit of $1,725,000[304]. - The net income per common share is calculated by dividing net income by the weighted average number of shares outstanding, excluding the effect of warrants sold in the Initial Public Offering[329].

Financial Performance - For the three months ended September 30, 2022, the company reported a net income of $222,640, with formation and operating costs of $379,100 offset by a gain on marketable securities of $601,740 [100]. - For the nine months ended September 30, 2022, the company experienced a net loss of $559,203, consisting of formation and operating costs of $1,301,314, offset by a gain on marketable securities of $851,687 [101]. Cash and Securities - As of September 30, 2022, the company held cash of $472,447 and marketable securities in the Trust Account amounting to $176,802,890, which includes $601,740 of interest income earned [105]. - The company generated gross proceeds of $178,550,000 from its IPO, with $175,950,000 deposited into the Trust Account [104]. Business Operations and Future Plans - The company has 15 months from the closing of the IPO to consummate the initial Business Combination, with uncertainty regarding the ability to complete it by this date [108]. - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial Business Combination [99]. Operating and Financing Activities - Cash used in operating activities for the nine months ended September 30, 2022, was $816,112, with an additional $166,203 used in financing activities for offering costs [105]. - The company incurred $30,000 in expenses for administrative services for the three-month period ended September 30, 2022, and $92,425 for the nine-month period [113]. Liquidity and Capital Needs - The company may need to raise additional capital through loans or investments to meet its liquidity needs, as the cash held outside the Trust Account may not be sufficient for the next 12 months [107]. - The company expects interest income from the Trust Account to be sufficient to cover its tax obligations [106]. Regulatory Classification - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not obligated to provide the detailed disclosures typically required for market risk [118].

Financial Performance - For the three months ended June 30, 2022, the company reported a net loss of $387,046, consisting of formation and operating costs of $510,689 and income tax expense of $109,576, offset by a gain on marketable securities of $233,219 [106]. - For the six months ended June 30, 2022, the company had a net loss of $781,843, with formation and operating costs of $922,214 and income tax expense of $109,576, offset by a gain on marketable securities of $249,947 [107]. - The company reported cash used in operating activities of $461,578 for the six months ended June 30, 2022, and cash used in financing activities of $166,203 for offering costs [111]. Cash and Securities - As of June 30, 2022, the company had cash of $826,981 and marketable securities held in the Trust Account amounting to $176,201,150, which includes $249,947 of interest income earned [111]. - The company generated gross proceeds of $178,550,000 from the IPO, with $175,950,000 deposited into the Trust Account, including $6,037,500 of deferred underwriting commissions [110]. - The company expects to use substantially all funds in the Trust Account to complete the initial business combination, with any remaining proceeds used for working capital [112]. Operational Concerns - The company has 15 months from the closing of the IPO to consummate the initial business combination, with uncertainty regarding the ability to meet this timeline [114]. - The company may need to raise additional capital through loans or investments to meet its working capital needs, as the cash held outside the Trust Account may not be sufficient for at least the next 12 months [113]. - The company has raised concerns about its ability to continue as a going concern if a business combination is not consummated [115]. Administrative Expenses - The company incurred $32,425 in expenses for administrative services for the three-month period ended June 30, 2022, and $62,425 for the six-month period [121]. Regulatory Classification - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act, thus not required to provide detailed market risk disclosures [126].

Financial Performance - For the three months ended March 31, 2022, the company reported a net loss of $394,797, consisting of formation and operating costs of $411,525, offset by investment income of $16,728 [92]. - The company incurred $30,000 in fees for administrative services during the three-month period ended March 31, 2022 [104]. - The company has not engaged in any operations or generated revenues to date, focusing solely on organizational activities and searching for a target company for its initial business combination [91]. Cash and Securities - As of March 31, 2022, the company had cash of $1,148,233 and marketable securities held in the trust account amounting to $175,967,931, which includes $17,931 of interest income [95]. - The company generated gross proceeds of $178,550,000 from the IPO, with $175,950,000 held in the trust account for future business combinations [94]. - As of March 31, 2022, the company had working capital of $633,808, indicating sufficient liquidity for operations in the near term [101]. Business Combination and Financing - The company expects to use substantially all funds held in the trust account to complete its initial business combination, with interest income potentially used to pay taxes [96]. - The company may need to obtain additional financing to complete its initial business combination or if a significant number of public shares are redeemed [100]. - The company has no borrowings under Working Capital Loans as of March 31, 2022, and intends to repay any such loans from the trust account proceeds if a business combination is completed [99]. - The company is subject to risks related to potential dilution of equity interests if additional shares are issued in a business combination [89].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-40644 Everest Consolidator Acquisition Corporation (Exact name of Registrant as specified in its Charter) (State o ...