As previously disclosed, Black Mountain Acquisition Corp. (the “Company”) has called a special meeting of stockholders of the Company
to be held at 10:00 a.m. Eastern Time on April 14, 2023 (the “Special Meeting”) for the purpose of considering and voting on, among other proposals, proposals related to extending the date by which the Company has to consummate an
initial business combination from April 18, 2023 up to December 18, 2023. The proposals are described in further detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), filed with the U.S.
Securities and Exchange Commission (“SEC”) on March 24, 2023.
On April 10, 2023, the Company issued 6,810,000 shares of
Class A common stock, par value $0.0001 per share (“Class A Common Stock”), to Black Mountain Sponsor LLC, a Delaware limited liability company (the “Sponsor”), upon the conversion, at the Sponsor’s election, of an
equal number of shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), held by the Sponsor (the “Conversion”). The 6,810,000 shares of Class A Common Stock issued in connection with
the Conversion are subject to the same restrictions as applied to the shares of Class B Common Stock before the Conversion, including, among others, certain transfer restrictions, no redemption rights and the obligation to vote in favor of an
initial business combination, as described in the prospectus for the Company’s initial public offering. Following the Conversion, there are 34,410,000 shares of Class A Common Stock issued and outstanding and 90,000 shares of Class B
Common Stock issued and outstanding. As a result of the Conversion, the Sponsor holds 19.8% of the outstanding shares of Class A Common Stock.
Participants in the Solicitation
The
Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the Company’s stockholders with respect to proposals voted on at the Special Meeting. Information regarding the Company’s
directors and executive officers and a description of their interests in the Company is contained in the Proxy Statement and the Company’s Annual Report on Form 10-K filed with the SEC on March 31,
2023, which are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to Black Mountain Acquisition Corp., 425 Houston Street, Suite 400, Fort Worth, Texas 76102.
No Offer or Solicitation
This Current
Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended (“Securities Act”).
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. The Company’s actual results may differ from its expectations, estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions (or the negative versions of such words or expressions) are
intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside
the Company’s control and are difficult to predict. The Company cautions investors not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. There may be additional
risks that the Company does not presently know or that the Company currently believes are immaterial that could cause actual results to differ from those contained in the forward-looking statements. Additional
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