UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR ~~Section~~ 15(dD) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF ofTHE ~~Report (Date of earliest event reported):~~SECURITIES ~~January~~EXCHANGE ~~13,~~ACT ~~2023~~OF 1934

Date of Report (Date of earliest event reported): April 10, 2023

Pontem Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39882	98-1562955
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

2170 Buckthorne PlPlace, Suite 320

~~Spring~~The Woodlands, TXTexas 77380

(212) 457-9077

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation toof the registrant under any of the following provisions:

☐ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-~~commencement~~commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	PNTM.U	New York Stock Exchange
Class A ordinary shares included as part of the units	PNTM	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PNTM WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 15.0102. ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~January~~ 13April 10, 2023, ~~Pontem~~Burak ~~Corporation~~Alici, a ~~(the~~member ~~“Company”)~~of ~~held~~the anBoard ~~extraordinary general meeting~~ of ~~shareholders~~Directors (the “~~Extraordinary General Meeting~~Board”) toof ~~vote~~Pontem onCorporation (the ~~proposals~~“Company”), ~~described~~notified ~~under~~the ~~Item~~Board ~~5.07~~ of his ~~this~~decision ~~Current~~to ~~Report~~resign onas ~~Form~~a ~~8-K.~~director Atof the ~~Extraordinary~~Company ~~General Meeting,~~effective ~~the~~immediately. ~~Company’s~~Mr. ~~shareholders~~Alici ~~approved~~has been a ~~proposal~~member (of the ~~“Trust~~Board ~~Amendment~~since ~~Proposal”) to amend~~ the Company’s ~~investment~~initial ~~management~~public ~~trust~~offering ~~agreement, dated as of January 12, 2021~~ (~~the~~ “~~IMTA~~IPO”), by and ~~between~~was the ~~Company~~Lead ~~and~~Director ~~Continental Stock~~of ~~Transfer~~the &Board. ~~Trust~~Mr. ~~Company~~Alici’s ~~(“CST”),~~resignation towas ~~extend~~not ~~the~~due ~~date~~to byany ~~which~~disagreement with the Company. ~~has~~Effective toas ~~consummate~~of aApril ~~business combination from January 15~~10, 2023 ~~to July 15~~, ~~2023 or such earlier date as is determined by~~ the ~~Company’s board of directors (the “~~Board~~”) to~~ beappointed inDavid ~~the~~Hagen, ~~best~~age ~~interests~~50, ofto ~~the~~serve ~~Company~~on (the ~~“Extension”)~~Board. ~~Following~~Mr. ~~such~~Hagen ~~approval~~will ~~by the Company’s shareholders,~~serve ~~the~~as ~~Company~~a ~~and~~Class ~~CST~~III ~~entered~~director ~~into~~of the ~~Amendment No~~Company. ~~1 to the IMTA on January 13, 2023 (the “IMTA Amendment”).~~

~~The foregoing~~Mr. ~~description~~Hagen ofis the ~~IMTA~~Director of ~~Amendment~~Business ~~does~~Development ~~not~~at ~~purport~~QVIDTVM toresponsible befor ~~complete~~investor relations, marketing, and ispartnerships. ~~qualified~~Prior to QVIDTVM, Mr. Hagen was head of Institutional Equity Sales at Stephens Inc. He has over 20 years of equity capital markets experience helping companies raise capital. He specialized in ~~its~~working ~~entirety~~with bymutual ~~reference~~funds, hedge funds and investment partnerships, helping them deliver returns to ~~the~~investors. ~~full~~Prior ~~text~~to ofStephens, ~~the~~Mr. ~~IMTA~~Hagen ~~Amendment,~~spent 9 years at William Blair as a ~~copy~~partner ofin ~~which~~equity issales ~~filed~~helping ~~herewith~~the asfirm ~~Exhibit~~establish 10its New York office.1 ~~hereto~~He also worked for Thomas Weisel Partners and isLehman ~~incorporated~~Brothers ~~herein~~Inc. byin ~~reference~~New York and San Francisco. Mr. Hagen received a B.S. in Political Science from Santa Clara University.

~~Item~~The 2Company believes that Mr.03 ~~Creation~~Hagen’s ofextensive aexperience ~~Direct~~advising ~~Financial~~public ~~Obligation~~and orprivate ancompanies ~~Obligation~~on ~~under~~investment anmanagement, ~~Off-Balance~~business ~~Sheet~~development ~~Arrangement~~and ofother corporate amatters ~~Registrant~~make him well qualified to serve on the Board.

In connection with ~~the~~Mr. ~~shareholders~~Hagen’s appointment ~~approval~~as ofa ~~the Extension~~director, ~~Pontem~~on ~~LLC~~April 10, 2023, the Company’s ~~sponsor~~entered ~~(the “Sponsor”),~~into ~~and HSM-Invest,~~ a ~~Switzerland~~letter ~~general~~agreement ~~non-commercial~~with ~~partnership~~Mr. Hagen (the “~~HSM-Invest~~Letter Agreement”), pursuant ~~have~~to ~~notified the~~which, ~~Company~~among ofother ~~their~~things, ~~intention~~Mr. Hagen has agreed (i) to ~~effect~~vote aany ~~monthly~~Class ~~deposit~~A ~~into~~ordinary ~~the~~shares ~~trust~~held ~~account~~by ~~established~~him in ~~connection~~favor ~~with~~of the Company’s initial ~~public~~business ~~offering~~combination; (ii) to facilitate the ~~“Trust~~liquidation ~~Account”)~~and winding up of ~~$833,333~~the ~~(up~~Company toif ~~$5,000,000,000~~an ~~for~~initial ~~six~~business ~~months~~combination is not consummated; and (iii) asto ~~loans~~certain transfer restrictions with respect to the Company ~~(each,~~’s asecurities. ~~“Contribution”)~~The onLetter orAgreement ~~prior~~contains substantially similar provisions to the ~~15th~~letter ofagreement ~~each~~entered ~~month~~into ~~during~~by the ~~Extension,~~Company ~~unless~~with ~~the~~its ~~Board~~other ~~otherwise determines~~insiders toat ~~liquidate~~the time of the Company’s initial ~~earlier~~public offering. The ~~initial~~foregoing ~~Contribution~~description ~~was~~of ~~made~~the onLetter ~~January~~Agreement 13is qualified in its entirety by reference to the full text of the Letter Agreement, ~~2023~~a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

~~On January~~The ~~13, 2023, the~~ Company ~~issued~~also ~~unsecured~~entered ~~promissory~~into an ~~notes~~indemnification ~~(the~~agreement ~~“Notes”)~~with ~~each~~Mr. Hagen in ~~the~~connection ~~principal~~with ~~amount~~his ofappointment up to ~~$2,500,000 to~~ the ~~Sponsor and HSM-Invest~~Board. The ~~Notes~~indemnification ~~are~~agreement ~~repayable~~is in ~~full upon~~ substantially the ~~date~~same ofform as the Company’s ~~initial~~standard ~~business~~form ~~combination.~~of Ifindemnification ~~the Company does not complete an initial business combination~~agreement, ~~the~~a ~~Notes~~form ~~will~~of ~~not~~which bewas ~~repaid,~~filed ~~and~~as ~~all amounts~~Exhibit ~~owed~~10.5 ~~under them will be forgiven except~~ to the ~~extent that the~~ Company ~~has funds available to it outside of its Trust Account.~~’s ~~The~~Form ~~Notes are subject to customary events of default, including cross~~S-~~default~~1/A offiled ~~each Note, the occurrence of which automatically triggers the unpaid principal balance of the Notes and all other sums payable~~ with ~~regard to~~ the ~~Notes~~SEC ~~becoming~~on ~~immediately~~January ~~due~~8, ~~and payable~~2021.

~~The~~There are no family relationships ~~Notes~~between ~~were~~Mr. ~~issued~~Hagen ~~pursuant~~and toany director or executive officer of the ~~exemption~~Company, ~~from~~and ~~registration~~the ~~contained~~Company inhas ~~Section~~not entered into any transactions with Mr. Hagen that would require disclosure under Item 4404(a)~~(2)~~ of Regulation ~~the~~S-K. ~~Securities~~There ~~Act~~is ofno ~~1933,~~arrangement asor ~~amended~~understanding between ~~(the~~Mr. ~~“Securities~~Hagen ~~Act”)~~and any other person pursuant to which Mr. Hagen was appointed as a director of the Company.

~~The foregoing~~Item ~~description of the Notes does not purport to be complete and is qualified in its entirety by reference to the Notes, copies of which are attached hereto as Exhibit 10~~9.201. ~~and~~Financial ~~Exhibit~~Statement ~~10.3~~ and ~~incorporated herein by reference~~Exhibits.

~~Item~~(d) ~~3.03 Material Modification to Rights of Security Holders~~Exhibits

The information disclosed in Items 5.03 and 5.07 of this Current Report on Form 8-K with respect to the Extension Amendment Proposal and Extension Amendment (each as defined below) is incorporated by reference into this Item 3.03 to the extent required.

Exhibit		Description

10.1		Letter Agreement, dated April 10, 2023, by and between Pontem Corporation and David Hagen.

104		Cover Page Interactive Data File (formatted as inline XBRL).

~~Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~1

At the Extraordinary General Meeting, the Company’s shareholders approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) 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 (the “Extension Amendment Proposal”). On January 13, 2023, the Company filed the Extension Amendment with the Registrar of Companies of the Cayman Islands.SIGNATURE

1Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~The foregoing~~Dated: ~~description~~April ~~is qualified in its entirety by reference to the Extension Amendment~~14, ~~a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.~~2023

~~Item~~PONTEM ~~5.07~~CORPORATION ~~Submission~~By: of/s/ ~~Matters~~Nina toMurphy aName: ~~Vote~~Nina ofMurphy ~~Security~~Title: ~~Holders.~~Chief Financial Officer

On January 13, 2023, the Company held the Extraordinary General Meeting to approve the Extension Amendment Proposal, the Trust Amendment Proposal, and an adjournment proposal, each as described in the definitive proxy statement of the Company relating to the Extraordinary General Meeting, which was filed with the Securities and Exchange Commission on December 16, 2022. As there were sufficient votes to approve the Extension Amendment Proposal and the Trust Amendment Proposal, the adjournment proposal was not presented to shareholders.2

Holders of 68,421,015 ordinary shares of the Company held of record as of December 16, 2022, the record date for the Extraordinary General Meeting, were present in person or by proxy, representing approximately 79.33% of the voting power of the Company’s ordinary shares as of the record date for the Extraordinary General Meeting, and constituting a quorum for the transaction of business.

The voting results for the Extension Amendment Proposal and the Trust Amendment Proposal were as follows:

The Extension Amendment Proposal

For		Against		Abstain
66,930,678		1,487,237		3,100

The Trust Amendment Proposal

For		Against		Abstain
66,930,678		1,487,237		3,100

In connection with the vote to approve the Extension Amendment Proposal and the Trust Amendment Proposal, the holders of 43,652,840 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.16 per share, for an aggregate redemption amount of approximately $443,355,210. Approximately $257,435,609 remains in the Trust Account, exclusive of any initial Contribution to be made to the Trust Account, as of January 13, 2023.

Item 7.01 Regulation FD Disclosure.

On January 13, 2023, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein, announcing the approval by stockholders of the Extension and the Contribution of additional funds into the Trust Account.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of such information is required by Regulation FD.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
3.1		Amendment to Amended and Restated Memorandum and Articles of Association.
10.1		Amendment No. 1 to Investment Management Trust Agreement, dated as of January 13, 2023, by and between the Company and CST.
10.2		Promissory Note in favor of the Sponsor, dated as of January 13, 2023.
10.3		Promissory Note in favor of HSM-Invest, dated as of January 13, 2023.
99.1		Press Release, dated January 13, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 13, 2023

PONTEM CORPORATION By: /s/ Nina Murphy Name: Nina Murphy Title: Chief Financial Officer

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