| Item 7.01 |
Regulation FD Disclosure |
On October 24, 2023, Black Mountain Acquisition Corp. (the “Company”) filed a Definitive Proxy Statement on Schedule 14A (the
“Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) for a special meeting of its stockholders (the “Special Meeting”) to approve, among other things, a proposal to amend the Company’s
second amended and restated certificate of incorporation to allow the Company’s board of directors, without another stockholder vote, to elect to extend the date by which the Company has to consummate an initial business combination by up to
six times for an additional one month each time (or until May 18, 2024) without depositing additional funds in the trust account established in connection with the Company’s initial public offering. The Proxy Statement was mailed to the
Company’s stockholders of record as of October 20, 2023 on or about October 23, 2023.
On November 16, 2023, the
Company postponed the Special Meeting, which was scheduled to be held virtually on November 17, 2023, at 10:00 a.m., Eastern Time, and will now hold the Special Meeting virtually on November 17, 2023, at 4:00 p.m., Eastern Time.
If stockholders have any questions on any matter in connection with the Special Meeting, please call the Company’s proxy
solicitor, Morrow Sodali LLC at (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or email at BMAC.info@investor.morrowsodali.com.
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-