Item 8.01. Other Events.
Pontem
Corporation (the “Company”) has entered into a non-binding letter of intent that sets forth the preliminary terms and conditions
of a potential business combination 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 a special meeting of shareholders
(the “Extraordinary General Meeting”) to approve an extension of time for the Company to complete an initial business combination
through July 15, 2023. 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.
If
a legally binding definitive agreement is entered into, a full description of the terms of the transaction will be provided in a proxy
statement for the Company’s shareholders (the “Proxy Statement”), to be filed with the SEC. The Company urges investors,
shareholders and other interested persons to read, when available, the preliminary Proxy Statement as well as other documents filed with
the SEC because these documents will contain important information about the Company, the Target and the transaction. The definitive Proxy
Statement will be mailed to the Company’s shareholders as of a record date to be established for voting on the proposed transaction.
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. The preliminary and definitive Proxy Statement, once available, can also be obtained,
without charge, at the SEC’s website (www.sec.gov).
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 the 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 the 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 Company’s 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.