PNTM.U / Pontem Corporation Units, each consisting of one Class A ordinary share, and one-third of one redeem - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

PNTM / Pontem Corp - Class A / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

SC 13G/A 1 pntma2101024.htm BANK OF NOVA SCOTIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PONTEM CORPORATION (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G71707106 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this

PNTM / Pontem Corp - Class A / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PONTEM CORPORATION (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G71707106 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designa

PNTM / Pontem Corp - Class A / BANK OF NOVA SCOTIA - BANK OF NOVA SCOTIA Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PONTEM CORPORATION (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G71707106 (CUSIP Number) December 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan

PNTM / Pontem Corp - Class A / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Pontem Corporation (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G71707106 (CUSIP Number) June 30, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39882 PONTEM CORPORATION (Exact name of registrant as specified in its

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on June 12, 2023, pursuant to the provisions of Rule 12d2-2 (a).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2023 Pontem Corporation (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 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 organizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PONTEM CORPORATION (Exact name of registrant as specif

Pontem Corporation will redeem its Public Shares and will not consummate an initial business combination

Exhibit 99.1 Pontem Corporation will redeem its Public Shares and will not consummate an initial business combination The Woodlands, Texas, May 15, 2023 – Pontem Corporation (NYSE: PNTM) (the “Company”), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 per share (the “Public Shares”), effective on or about

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

Exhibit 10.1 Execution Version April 10, 2023 Pontem Corporation 2170 Buckthorne Place, Suite 320 The Woodlands, Texas 77380 Re: Insider Agreement Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in connection with the appointment of the undersigned, David Hagen (the “Insider”), as a director of Pontem Corporation, a Cayman Islands exempted company (the “Compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 10, 2023 Pontem Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT 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 (Commission (I.R.S. Employ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Pontem Corporation (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Peri

PNTM / Pontem Corporation / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234574-28sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* Pontem Corp (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (the “Shares”)

PNTM / Pontem Corporation / Empyrean Capital Partners, LP - PONTEM CORPORATION Passive Investment

SC 13G/A 1 p23-0614sc13ga.htm PONTEM CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pontem Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G71707106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement

PNTM / Pontem Corporation / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 pntm20221231.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pontem Corporation (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G71707106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

PNTM / Pontem Corporation / GLAZER CAPITAL, LLC Passive Investment

SC 13G 1 pntm20230131.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pontem Corporation (Name of Issuer) Class A ordinary share, $0.0001 par value per share (Title of Class of Securities) G71707106 (CUSIP Number) January 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Promissory Note in favor of HSM-Invest, dated as of January 13, 2023.

Exhibit 10.3 Execution Version THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE

Pontem Corporation Confirms Shareholder Approval of Extension of Deadline to Complete Initial Business Combination

Exhibit 99.1 Pontem Corporation Confirms Shareholder Approval of Extension of Deadline to Complete Initial Business Combination SPRING, TX January 13, 2023—Pontem Corporation (NYSE: PNTM.U) (the “Company”) today held an extraordinary general meeting in which shareholders approved the extension of the date by which the Company has to consummate a business combination from January 15, 2023 to July 1

Promissory Note in favor of the Sponsor, dated as of January 13, 2023.

Exhibit 10.2 Execution Version THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF MAKER REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE

Amendment to Amended and Restated Memorandum and Articles of Association.

Exhibit 3.1 AMENDMENTS TO THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PONTEM CORPORATION PONTEM CORPORATION (the “Company”) RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY RESOLVED, as a special resolution THAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by: (a) amending Article 49.7 by deleting the followi

Amendment No. 1 to Investment Management Trust Account Agreement, dated as of January 13, 2023, by and between the Company and CST(6)

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of January 13, 2023, by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms con

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ea171437-defa14apontem.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commis

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 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 organiza

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 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 organiza

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2022 Pontem Corporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 16, 2022 Pontem Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39882 98-1562955 (State or other jurisdiction of incorporation or organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 Pontem Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39882 98-1562955 (State or other jurisdiction of incorporation or organi

Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, New York 10036 November 22, 2022

Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, New York 10036 November 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Attention: Isabel Rivera, James Lopez RE: Pontem Corporation Preliminary Proxy Statement on Schedule 14A Filed November 14, 2022 File No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 Pontem Corporation (Exact name of registrant as specified in its charter) Cayman Islands 001-39882 98-1562955 (State or other jurisdiction of incorporation or organi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PONTEM CORPORATION (Exact name of registrant as sp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PONTEM CORPORATION (Exact name of registrant as specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PONTEM CORPORATION (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Pontem Corporation (Exact name of registrant as spe

Description of Registrant’s Securities.*

Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Pontem Corporation is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association incorporated by reference as an exhibit to the company?s Annual Report on Fo

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of Pontem Corporation, a Cayman Islands exempted company, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the u

PNTM / Pontem Corporation / CITADEL ADVISORS LLC - PONTEM CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Pontem Corporation (Name of Issuer) Class A ordinary shares, par value $0.0001 per share (the ?Shares?) (Title of Class of Securities) G7170

PNTM / Pontem Corporation / RP Investment Advisors LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea155173-13ga1rpinvpontem.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pontem Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G71707106 (CUSIP Number) December 31, 2021 (Date of Event which Require

Joint Filing Agreement (filed herewith).

EXHIBIT 99.1 JOINT FILING AGREEMENT February 11, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there

PNTM / Pontem Corporation / Pontem LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Pontem Corp. (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G71707106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which this

PNTM / Pontem Corporation / HSM-Invest - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Pontem Corp. (Name of Issuer) Class A ordinary shares (Title of Class of Securities) G71707106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the Rule Pursuant to Which this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PONTEM CORPORATION (Exact name of registrant as sp

Amended and Restated Working Capital Loan Agreement, dated as of September 30, 2021, among the Company, the Sponsor and HSM-Invest.(4)

Exhibit 10.1 Execution Version AMENDED AND RESTATED working capital loan AGREEMENT THIS AMENDED AND RESTATED WORKING CAPITAL LOAN AGREEMENT (this ?Agreement?), dated as of September 30, 2021, is made and entered into by and among Pontem Corporation, a Cayman Islands exempted company (the ?Company?), Pontem LLC, a Delaware limited liability company and HSM-Invest, a Switzerland simple or general no

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2021 PONTEM CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39882 98-1562955 (State or other jurisdiction of incorporation or organ

Working Capital Loan Agreement dated as of April 30, 2021, between the Company, the Sponsor and HSM-Invest.

EX-10.1 2 f10q0621ex10-1pontemcorp.htm WORKING CAPITAL LOAN AGREEMENT DATED AS OF APRIL 30, 2021, BETWEEN THE COMPANY, THE SPONSOR AND HSM-INVEST Exhibit 10.1 Execution Version WORKIng capital loan AGREEMENT THIS WORKING CAPITAL LOAN AGREEMENT (this “Agreement”), dated as of April 30, 2021, is made and entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PONTEM CORPORATION (Exact name of registrant as specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to PONTEM CORPORATION (Exact name of registrant as specif

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 ea141868-8kpontemcorp.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2021 PONTEM CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39882 98-1562955 (Stat

Stemming from SEC Guidance Concerning Balance

Exhibit 99.1 Stemming from SEC Guidance Concerning Balance Sheet Treatment of Warrants, Pontem Corporation Announces Receipt of NYSE Continued Listing Standard Notice NEW YORK, June 1, 2021?Pontem Corporation (NYSE: PNTM.U) (the ?Company?) today announced that it received a formal notice of non-compliance on May 25, 2021 from the New York Stock Exchange (the ?NYSE?) relating to the Company?s failu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 ea140814-nt10qpontemcorp.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING 001-39882 SEC FILE NUMBER G71707 106 CUSIP NUMBER (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q and Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Tr

Joint Filing Agreement (filed herewith).

EX-99.1 2 ea139122ex99-1pontem.htm JOINT FILING AGREEMENT EXHIBIT 99.1 JOINT FILING AGREEMENT April 6, 2021 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pontem Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pontem Corporation (Name of Issuer) Class A ordinary shares, $0.0001 par value (Title of Class of Securities) G71707106 (CUSIP Number) March 30, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Annual Report - ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from October 15, 2020 through December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Pontem Corporation (Exact name o

Description of Registrant’s Securities.*

EX-4.4 2 f10k2020ex4-4pontem.htm DESCRIPTION OF REGISTRANT'S SECURITIES Exhibit 4.4 DESCRIPTION OF SECURITIES The following summary of the material terms of the securities of Pontem Corporation is not intended to be a complete summary of the rights and preferences of such securities and is subject to and qualified by reference to our amended and restated memorandum and articles of association inco

Code of Ethics.*

Exhibit 14.1 PONTEM CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors of Pontem Corporation has adopted this code of ethics (the ?Code?), which is applicable to all directors, officers and employees, to: ? promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ? promote the full

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2021 PONTEM CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39882 98-1562955 (State or other jurisdiction of incorporation or or

Pontem Corporation Announces the Separate Trading of its Shares of Class A Ordinary Shares and Warrants Commencing March 5, 2021

Exhibit 99.1 Pontem Corporation Announces the Separate Trading of its Shares of Class A Ordinary Shares and Warrants Commencing March 5, 2021 March 4, 2021 ? Pontem Corporation (NYSE: PNTM.U) (the ?Company?) announced that, commencing March 5, 2021, holders of the units sold in the Company?s initial public offering of 69,000,000 units, completed on January 15, 2021, may elect to separately trade t

Pontem Corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pontem Corporation (Name of Issuer) Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) G71707114** (CUSIP Number) January 15, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule p

Pontem Corporation

SC 13G 1 p21-0245sc13g.htm PONTEM CORP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pontem Corporation (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G71707114** (CUSIP Number) January 15, 2021 (Date of Event Which Requires Filing of This Statement) Check the

PONTEM CORPORATION

Exhibit 99.1 PONTEM CORPORATION Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Pontem Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of Pontem Corporation (the “Company”) as of Januar

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 15, 2021 PONTEM CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39882 98-1562955 (State or other jurisdiction of incorporation) (Commissi

Registration and Shareholder Rights Agreement, dated January 12, 2021, among the Company, HSM-Invest, the Sponsor, certain directors of the Company and members of the advisory board of the Company.(2)

Exhibit 10.4 Execution Version REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 12, 2021 is made and entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), Pontem LLC, a Delaware limited liability company (the “Sponsor”), HSM-Invest, a Switzerland simple or general non-

Investment Management Trust Account Agreement, dated January 12, 2021, between Continental Stock Transfer & Trust Company and the Company.(2)

EX-10.3 6 ea133443ex10-3pontemcorp.htm INVESTMENT MANAGEMENT TRUST ACCOUNT AGREEMENT, DATED JANUARY 12, 2021, BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 10.3 Execution Version INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 12, 2021 by and between Pontem Corporation, a Cayman Islands

Warrant Agreement, dated January 12, 2021, between Continental Stock Transfer & Trust Company and the Company.(2)

Exhibit 10.1 Execution Version WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated January 12, 2021, is by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter

Forward Purchase Agreement, dated January 12, 2021, between the Company and QVIDTVM Management LLC.(2)

EX-10.7 10 ea133443ex10-7pontemcorp.htm FORWARD PURCHASE AGREEMENT, DATED JANUARY 12, 2021, BETWEEN THE COMPANY AND QVIDTVM MANAGEMENT LLC Exhibit 10.7 Execution Version FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of January 12, 2021, by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as th

Administrative Services Agreement, dated January 12, 2021, between the Company and the Sponsor. (2)

Exhibit 10.6 Execution Version PONTEM CORPORATION 1140 Avenue of the Americas, 9th Floor New York, NY 10036 January 12, 2021 Pontem LLC 1140 Avenue of the Americas, 9th Floor New York, NY 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date’”') of the registration statement (the “Registration Statement”) for the initial publ

Letter Agreement, dated January 12, 2021, among the Company, HSM-Invest, the Sponsor and the Company’s officers and directors.(2)

EX-10.2 5 ea133443ex10-2pontemcorp.htm LETTER AGREEMENT, DATED JANUARY 12, 2021, AMONG THE COMPANY, HSM-INVEST, THE SPONSOR AND THE COMPANY'S OFFICERS AND DIRECTORS Exhibit 10.2 Execution Version January 12, 2021 Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this Letter Agreement”} is being delivered to y

Pontem Corporation Announces Pricing of Upsized $600 Million Initial Public Offering

Exhibit 99.1 Pontem Corporation Announces Pricing of Upsized $600 Million Initial Public Offering NEW YORK, Jan. 13, 2021/PRNewswire/ - Pontem Corporation (the “Company”), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses and led by Chairman and Chief Executive Officer Hubertus Mühlhäuser and Lead Director Burak Alici, today ann

Pontem Corporation Announces Closing of Upsized $690 Million Initial Public Offering of Securities and Full Exercise of Overallotment Option

Exhibit 99.2 Pontem Corporation Announces Closing of Upsized $690 Million Initial Public Offering of Securities and Full Exercise of Overallotment Option NEW YORK, Jan.19, 2021/PRNewswire/ — Pontem Corporation (the “Company”), a special purpose acquisition company formed for the purpose of entering into a combination with one or more businesses and led by Chairman and Chief Executive Officer Huber

Amended and Restated Memorandum and Articles of Association.(2)

Exhibit 3.1 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PONTEM CORPORATION (adopted by special resolution dated 12 JANUARY 2021 and effective on 12 January 2021) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PONTE

Private Placement Warrants Purchase Agreement, dated January 12, 2021, between the Company, HSM-Invest and the Sponsor.(2)

Exhibit 10.5 Execution Version PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 12, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), HSM- Invest, a Switzerland simple or general non-commercial partnership to be esta

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

8-K 1 ea133443-8kpontemcorp.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 12, 2021 PONTEM CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands 001-39882 98-1562955 (

Underwriting Agreement, dated January 12, 2021, among the Company, Jefferies LLC and Guggenheim Securities, LLC

Exhibit 1.1 EXECUTION VERSION 60,000,000 Units Pontem Corporation UNDERWRITING AGREEMENT January 12, 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 GUGGENHEIM SECURITIES, LLC 330 Madison Avenue New York, New York 10017 As Representatives of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. Pontem Corpo

$600,000,000 Pontem Corporation 60,000,000 Units

424B4 1 f424b4021pontemcorp.htm Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-251756 and 333-252066 PROSPECTUS $600,000,000 Pontem Corporation 60,000,000 Units Pontem Corporation is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination

- FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

8-A12B 1 ea133070-8a12bpontemcorp.htm FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PONTEM CORPORATION (Exact Name Of Registrant As Specified In Its Charter) Cayman Islands 98-1562955 (State of

- REGISTRATION STATEMENT

S-1MEF 1 ea133239-s1mefpontem.htm REGISTRATION STATEMENT As filed with the United States Securities and Exchange Commission on January 12, 2021 under the Securities Act of 1933, as amended. No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pontem Corporation (Exact name of registrant as specified in its

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-4.4 3 fs12021a2ex4-4pontem.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated January [●], 2021, is by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust co

Form of Underwriting Agreement.*

Exhibit 1.1 50,000,000 Units Pontem Corporation UNDERWRITING AGREEMENT January 12, 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 GUGGENHEIM SECURITIES, LLC 330 Madison Avenue New York, New York 10017 As Representatives of the several Underwriters listed in Schedule I to the Agreement Ladies and Gentlemen: 1. Introductory. Pontem Corporation, a Cayman I

Form of Private Placement Warrants Purchase Agreement among the Registrant and the Purchasers signatory thereto.*

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), HSM-Invest, a Switzerland simple or general non-commercial partnership to be established and contro

- AMENDMENT NO. 2 TO FORM S-1

S-1/A 1 fs12021a2pontemcorp.htm AMENDMENT NO. 2 TO FORM S-1 As filed with the United States Securities and Exchange Commission on January 8, 2021 under the Securities Act of 1933, as amended. No. 333-251756 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pontem Corporation (Exact name of registrant as spe

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [●], 2021 by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333

Form of Forward Purchase Agreement.*

EX-10.9 11 fs12021a2ex10-9pontem.htm FORM OF FORWARD PURCHASE AGREEMENT Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of January [●], 2021, by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”). WHEREAS, the Company was

Form of Letter Agreement among the Registrant, HSM-Invest, Pontem LLC and each of the officers, directors and advisory board members of the Registrant.*

Exhibit 10.1 January [●], 2021 Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), and

Second Amended and Restated Securities Subscription Agreement, dated as of January 8, 2021, between the Sponsor and the Company.(1)

Exhibit 10.7 Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, New York, 10036 January 8, 2020 Pontem LLC 1140 Avenue of the Americas, 9th Floor New York, New York, 10036 RE: Second Amended and Restated Securities Subscription Agreement Gentlemen: This Amended and Restated Securities Subscription Agreement (this “Agreement”), dated as of the date hereof, is made and entered into

Form of Registration and Shareholder Rights Agreement among the Registrant, Pontem LLC and the Holders signatory thereto.*

EX-10.3 8 fs12021a2ex10-3pontem.htm FORM OF REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT AMONG THE REGISTRANT, PONTEM LLC AND THE HOLDERS SIGNATORY THERETO Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January [●], 2021 is made and entered into by and among Pontem Corporation, a Cayman Islands exempted

Form of Registration and Shareholder Rights Agreement among the Registrant, Pontem LLC and the Holders signatory thereto.*

Exhibit 10.3 REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January [●], 2021 is made and entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), Pontem LLC, a Delaware limited liability company (the “Sponsor”), HSM-Invest, a Switzerland simple or general non-commercial partne

Form of Specimen Unit Certificate.(3)

EX-4.1 5 ea132576ex4-1pontem.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Pontem Corporation CUSIP G71707 114 UNITS CONSISTING OF ONE CLASS A ORDINARY SHARE AND ONE-THIRD OF ONE REDEEMABLE WARRANT TO PURCHASE ONE CLASS A ORDINARY SHARE THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) Class A

Form of Specimen Warrant Certificate.(3)

EX-4.3 7 ea132576ex4-3pontem.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW PONTEM CORPORATION Incorporated Under the Laws of the Cayman Islands CUSIP G71707 122 Warrant Certificate This Warrant Certifica

Form of Administrative Services Agreement between the Registrant and Pontem LLC.*

Exhibit 10.8 PONTEM CORPORATION 1140 Avenue of the Americas, 9th Floor New York, NY 10036 January [●], 2021 Pontem LLC 1140 Avenue of the Americas, 9th Floor New York, NY 10036 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “I

- AMENDMENT NO. 1 TO FORM S-1

As filed with the Securities and Exchange Commission on January 6, 2021 under the Securities Act of 1933, as amended.

Form of Letter Agreement among the Registrant, HSM-Invest, Pontem LLC and each of the officers, director and advisory board members of the Registrant.*

Exhibit 10.1 January [●], 2021 Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, NY 10036 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), and

Form of Underwriting Agreement.*

EX-1.1 2 ea132576ex1-1pontem.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 37,500,000 Units Pontem Corporation UNDERWRITING AGREEMENT January 12, 2021 CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, New York 10010-3629 GUGGENHEIM SECURITIES, LLC 330 Madison Avenue New York, New York 10017 As Representatives of the several Underwriters listed in Schedule I to the Agreement Ladie

Form of Specimen Ordinary Share Certificate.(3)

EX-4.2 6 ea132576ex4-2pontem.htm SPECIMEN ORDINARY SHARE CERTIFICATE Exhibit 4.2 SPECIMEN CLASS A ORDINARY SHARE CERTIFICATE NUMBER SHARES PONTEM CORPORATION INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS CLASS A ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G71707 106 This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE CLASS A ORDINARY SHARES OF THE PAR VALUE OF US$0.

Form of Indemnity Agreement.*

EX-10.5 15 ea132576ex10-5pontem.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January [●], 2021, by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations or companies a

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

EX-10.2 12 ea132576ex10-2pontem.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of January [●], 2021 by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Con

Promissory Note, dated as of October 16, 2020, issued to Pontem LLC.*

Exhibit 10.6 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Forward Purchase Agreement.*

Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of January [●], 2021, by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”). WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, ass

Memorandum and Articles of Association.*

Exhibit 3.1 EXEMPTED Company Registered and filed as No. 367095 On 15-Oct-2020 Assistant Registrar THE COMPANIES LAW (2020 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES MEMORANDUM AND ARTICLES OF ASSOCIATION OF PONTEM CORPORATION Auth Code: F01323356151 www.verify.gov.ky EXEMPTED Company Registered and filed as No. 367095 On 15-Oct-2020 Assistant Registrar THE COMPANIES LAW (2020 REVIS

Amended and Restated Memorandum and Articles of Association.**

Exhibit 3.2 THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PONTEM CORPORATION (adopted by special resolution dated 12 JANUARY 2021 and effective on 12 january 2021) THE COMPANIES ACT (2020 Revision) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF PONTE

Amended and Restated Securities Subscription Agreement, dated as of December 27, 2020, between Pontem LLC and the Registrant.*

EX-10.7 17 ea132576ex10-7pontem.htm AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENT, DATED AS OF DECEMBER 27, 2020, BETWEEN PONTEM LLC AND THE REGISTRANT Exhibit 10.7 Pontem Corporation 1140 Avenue of the Americas, 9th Floor New York, New York, 10036 December 27, 2020 Pontem LLC 1140 Avenue of the Americas, 9th Floor New York, New York, 10036 RE: Amended and Restated Securities Subscription

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Purchasers signatory thereto.*

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January [●], 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and among Pontem Corporation, a Cayman Islands exempted company (the “Company”), HSM-Invest, a Switzerland simple or general non-commercial partnership to be established and contro

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant.*

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated January [●], 2021, is by and between Pontem Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”). WHEREAS, it is proposed that the Company enter into that certain

Consulting Agreement, dated as of October 15, 2020, between Islander LLC and Pontem Corporation**

Exhibit 10.10 Consulting Agreement This Consulting Agreement (the “Agreement” or “Consulting Agreement”), dated as of October 15, 2020, states the terms and conditions that govern the contractual agreement between Islander LLC (the “Consultant”), and Pontem Corp. having its principal place of business at 1140 Avenue of the Americas, 9th floor, New York, New York 10036 (the “Client”) who agrees to

Consent of Peter Grosch.**

Exhibit 99.2 CONSENT OF PETER GROSCH Pontem Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the

Registration Statement - REGISTRATION STATEMENT

S-1 1 fs12020pontemcorp.htm REGISTRATION STATEMENT As filed with the United States Securities and Exchange Commission on December 28, 2020 under the Securities Act of 1933, as amended. No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pontem Corporation (Exact name of registrant as specified in its charter) Cayman Is

Consent of Erik Olsson.**

Exhibit 99.1 CONSENT OF ERIK OLSSON Pontem Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in the

Consent of Luciano Mozzato.**

Exhibit 99.3 CONSENT OF LUCIANO MOZZATO Pontem Corporation (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named in

-

DRS 1 filename1.htm This is a confidential draft submission to the United States Securities and Exchange Commission on November 3, 2020 under the Securities Act of 1933, as amended. No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pontem Corporation (Exact name of registrant as specified in its charter) Cayman Islan