Item 8.01. Other Events.
As previously
disclosed, Pontem Corporation (the “Company”) has called an extraordinary meeting of shareholders to be held on January 13,
2023 (the “Extraordinary General Meeting”) for shareholders of the Company to consider and vote on the following proposals:
(i) to extend the date by which the Company has to consummate a business combination from January
15, 2023 to July 15, 2023 or such earlier date as is determined by the board of directors of the Company ( the “Board”)
to be in the best interests of the Company (the “Extension,” and such proposal, the
“Extension Amendment Proposal”); (ii) to amend the Company’s investment management trust agreement, dated as
of January 12, 2021, by and between the Company and Continental Stock Transfer & Trust Company (“CST”), to extend the
date by which the Company has to liquidate the trust account established in connection with the Company’s initial public offering
(the “Trust Account”) from January 15, 2023 to July 15, 2023 or such earlier date as is determined by the Board to be in the
best interests of the Company (the “Trust Amendment Proposal”); and (iii) a proposal to allow for adjournment of the Extraordinary
General Meeting, if necessary.
On January
9, 2023, Pontem Corporation (the “Company”) announced that, if the shareholders approve the Extension Amendment Proposal and
Trust Amendment Proposal, Pontem LLC (“Pontem LLC”) and HSM-Invest (“HSM-Invest”) will effect a monthly deposit
into the Trust Account of $833,333 (up to $5,000,000 for six months) as a loan to the Company (each, a “Contribution”) on
or prior to the 15th each month during the 6-month extension period, unless the Board otherwise determines to liquidate the Company earlier
(the “Contribution Date”). The initial Contribution will be made upon the approval of the Extension Amendment Proposal and
the Trust Amendment Proposal and the implementation of the Extension. All funds in the Trust Account will be held in cash until the earlier
of the consummation of an initial business combination or liquidation. Interest on the Trust Account is variable and is currently expected
to be approximately 3.0% per annum.
Each
Contribution will be evidenced by a non-interest bearing, unsecured promissory note and will be repayable by the Company upon consummation
of an initial business combination. If the Company does not consummate an initial business combination by July 15, 2023, the promissory
note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
As previously
disclosed, the Company has entered into a non-binding letter of intent with an established target company (the “Target”) operating
a multinational industrial technology business that serves diversified end markets. The Target, which has
been in operation for almost forty years, has a blue-chip customer base and is supported by strong shareholders. The Target had approximately
$1 billion in revenues in 2021. In addition, the Company has teamed up with an affiliate of a premier alternative asset manager to support
the transaction, which the Company expects will increase transaction certainty.
The
Company expects to announce the transaction in the first quarter of 2023. However, completion of the transaction is subject to, among
other things, the negotiation and execution of a definitive agreement providing for the transaction, satisfaction of the closing conditions
included therein and approval of the transaction by the Company’s shareholders. Accordingly, there can be no assurance that a definitive
agreement will be entered into or that the proposed transaction will be consummated.
Important Information and Where to Find
It
The Company
has mailed to its shareholders of record as of December 16, 2022, a definitive proxy statement for the Extraordinary General Meeting to
approve the Extension Amendment Proposal and the Trust Amendment Proposal. The Company urges investors, shareholders and other interested
persons to read the definitive proxy statement as well as other documents filed with the SEC, because these documents contain important
information. Shareholders may also obtain a copy of the definitive proxy statement, and other documents filed with the Securities and
Exchange Commission (the “SEC”), without charge, through the website maintained by the SEC at www.sec.gov. Shareholders will
also be able to obtain a copy of the definitive proxy statement, without charge, by directing a request to: Pontem Corporation, 2170 Buckthorne
Place, Suite 320, Spring, Texas 77380.
Participants in Solicitation
The
Company and one or more of its directors, advisory board members, executive officers, Pontem LLC and HSM-Invest, under SEC rules, may
be deemed participants in the solicitation of proxies from the Company’s shareholders in connection with the Extraordinary General
Meeting. A list of the names of the Company’s directors, advisory board members, executive officers, Pontem LLC and HSM-Invest and
a description of their respective interests in the Company is contained in the Company’s definitive proxy statement dated December
16, 2022, which was filed with the SEC and is available, without charge, through the website maintained by the SEC at www.sec.gov.
Forward-Looking Statements
Certain
statements included in this Current Report on Form 8-K are not historical facts but are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify forward-looking
statements by terminology such as “may”, “should”, “would”, “seem”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “future”,
“predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar
terminology, but the absence of these words does not mean that a statement is not forward looking. These forward-looking statements include,
but are not limited to, statements regarding the Company’s ability to enter into definitive
agreements or consummate a transaction with a target and the Company’s ability to obtain the financing necessary to consummate the
potential transaction. These statements are based on various assumptions and on the current expectations of the Company’s management
and are not predictions of actual performance. Actual events and circumstances are difficult or impossible to predict and will differ
from assumptions. Many actual events and circumstances are beyond the control of the Company and the other potential parties to the transaction.
These forward looking statements are subject to a number of risks and uncertainties, including: the Company’s ability to enter into
definitive agreements or consummate a transaction with a target; the risk that the approval of the Company’s shareholders for the
potential transaction is not obtained; failure to realize the anticipated benefits of the potential transaction, including as a result
of a delay in consummating the potential transaction; the amount of redemption requests made by the Company’s shareholders and the
amount of funds remaining in the Trust Account after satisfaction of such requests; those factors discussed in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 under the heading “Risk Factors,” and other
documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company presently
does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts
of future events and views as of the date hereof. The Company anticipates that subsequent events and developments will cause the Company’s
assessments to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the
Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing the
Company’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed
upon the forward-looking statements.