Item 1.01 Entry into a Material Definitive Agreement.

Promissory Note

On June 16, 2023, Black Mountain Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Note") to Black Mountain Sponsor LLC (the "Sponsor") in the principal amount of $160,000 in connection with the Extension (as defined below). The Note bears no interest and is due and payable upon the earlier to occur of (i) the date on which the Company consummates a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses or entities (an "Initial Business Combination") and (ii) the liquidation of the Company on or before July 18, 2023 (the "New Termination Date"), unless such date is extended pursuant to the Company's second amended and restated certificate of incorporation (the "Amended Charter"), or such later liquidation date as may be approved by the Company's stockholders.

If the Company consummates an Initial Business Combination, it will repay the loans out of the proceeds of the trust account for its public stockholders (the "Trust Account") or, at the option of the Sponsor, convert all or a portion of the loans into warrants for $1.00 per warrant, which warrants will be identical to the warrants issued by the Company in a private placement in connection with the Company's initial public offering (the "IPO"). If the Company does not consummate an Initial Business Combination, the Company will repay the loans only from funds held outside of the Trust Account.

The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Note is incorporated by reference in this Item 3.02.

Item 8.01 Other Events.

On June 19, 2023, the Company issued a press release announcing that its board of directors has elected to extend the date by which the Company has to consummate an initial business combination from June 18, 2023 to July 18, 2023 (the "Extension"), as permitted under the Amended Charter. In connection with the Extension, the Sponsor has deposited $160,000 into the Trust Account.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.        Description

10.1           Promissory Note, dated June 16, 2023, issued to the Sponsor by the
             Company.

99.1           Press Release, dated June 19, 2023.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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