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VIA EDGAR
Office of Real Estate and Construction
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4720
Washington, D.C. 20549
Attention: Michael Davis and Pam Howell
| Re: | Everest Consolidator Acquisition Corporation |
Registration Statement on Form S-1
Filed October 18, 2021, as amended October 29, 2021
File No. 333-260343
Dear Mr. Davis and Ms. Howell:
On behalf of Everest Consolidator Acquisition Corporation, a Delaware corporation (the “Company”), we are transmitting this letter in response to a comment received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated November 15, 2021 with respect to the above-referenced Registration Statement on Form S-1. This letter is being submitted together with a copy of the Company’s Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”), which has been revised to address the Staff’s comment. The bold and numbered paragraph below corresponds to the numbered paragraph in the Staff’s letter and is followed by the Company’s response.
November 18, 2021
Page 2
Registration Statement on Form S-1 filed October 19, 2021
Prospectus Cover Page, page 1
| 1. | Please revise the disclosure regarding the extensions to clarify that the sponsor will contribute $.10 per share to the trust for each extension. |
Response: The Company respectfully acknowledges the Staff’s comment and in response has revised the disclosure on the prospectus cover page of Amendment No. 2.
Please do not hesitate to contact me at (713) 546-5400 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.
Sincerely, |
/s/ Ryan J. Maierson |
Ryan J. Maierson of LATHAM & WATKINS LLP |
Enclosures
cc: (via e-mail)
Adam Dooley, Chief Executive Officer, Everest Consolidator Acquisition Corporation
Marc D. Jaffe, Latham & Watkins LLP
Senet S. Bischoff, Latham & Watkins LLP
William D. Howell, Sidley Austin LLP
Edward F. Petrosky, Sidley Austin LLP
Vivian A. Root, Sidley Austin LLP