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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

 

June 26, 2023

Date of Report (Date of earliest event reported)

 

QOMOLANGMA ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-41518   86-3733656
(State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation)       Identification No.)

 

1178 Broadway, 3rd Floor
New York, New York 10001
(Address of Principal Executive Offices, and Zip Code)

 

(646) 791-7587
Registrant’s Telephone Number, Including Area Code

 

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 of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communication 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 Symbol(s)   Name of each exchange on which
registered
Units, each consisting of one Share of Common Stock, $0.0001 par value, one redeemable warrant, and one right   QOMOU   The Nasdaq Stock Market LLC
         
Shares of Common Stock, $0.0001 par value   QOMO   The Nasdaq Stock Market LLC
         
Redeemable warrants, each warrant exercisable for one Share of Common Stock, at an exercise price of $11.50 per share   QOMOW   The Nasdaq Stock Market LLC
         
Rights to receive one-tenth (1/10th) of one Share of Common Stock   QOMOR   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.

 

On June 26, 2023, Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), issued an unsecured promissory note (a “Working Capital Note”) in the principal amount of $240,000 to Qomolangma Investments LLC, a Delaware limited liability company (the “Sponsor”). The Working Capital Note was issued to provide the Company with capital to fund the extension of the Company and additional working capital. A portion of the proceeds of the Working Capital Note will be deposited into the Company’s trust account to fund the extension of the Company. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s extension and working capital requirements. The Working Capital Note bears no interest and is repayable in full upon the consummation of the Company’s business combination.

 

The Working Capital Note is filed as Exhibit 10.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits:

 

Exhibit   Description
10.1   Promissory Note issued by the Company to the Sponsor on June 26, 2023.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Qomolangma Acquisition Corp.
   
Dated: June 30, 2023 By: /s/ Jonathan P. Myers
  Name:  Jonathan P. Myers
  Title: Chief Executive Officer

 

 

-2-

 

Exhibit 10.1

 

THIS 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 THAT SUCH REGISTRATION IS NOT REQUIRED.

 

PROMISSORY NOTE

 

Principal Amount: $240,000 Dated as of June 26, 2023

 

Qomolangma Acquisition Corp, a Delaware corporation (the “Maker”), promises to pay to the order of Qomolangma Investments LLC or its registered assigns or successors in interest (the “Payee”) the principal sum of Two Hundred Forty Thousand Dollars ($240,000) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

 

1.Principal. The principal balance of this Promissory Note (this “Note”) shall be payable by the Maker on the earlier of (i) June 29, 2023 (or such later date if the Company extends the time frame to complete a business combination) or (ii) the date the Company consummates a business combination. The principal balance may be prepaid at any time.

 

2.Interest. No interest shall accrue on the unpaid principal balance of this Note.

 

3.Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.

 

4.Events of Default. The following shall constitute an event of default (“Event of Default”):

 

(a)Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date when due.

 

(b)Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

 

 

 

 

(c)Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

 

5.Remedies.

 

(a)Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

 

(b)Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

 

6.Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

 

7.Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.

 

-2-

 

 

8.Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice in accordance with this Section:

 

If to Maker:

 

Qomolangma Acquisition Corp

1178 Broadway, 3rd Floor

New York, New York 10001

Attn: Jonathan P. Myers

 

If to Payee:

 

Qomolangma Investments LLC

1178 Broadway, 3rd Floor

New York, New York 10001

Attn: Guojian Zhang

 

Notice shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail or delivery service.

 

9.Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

 

10.Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York.

 

11.Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

-3-

 

 

12.Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities in a private placement to occur prior to the effectiveness of the IPO, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, will be placed, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason whatsoever.

 

13.Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

 

14.Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.

 

15.Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect to this Promissory Note.

 

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.

 

  Qomolangma Acquisition Corp
     
  By:  
  Name: Jonathan Myers
  Title: President and Chief Executive Officer

 

 

-4-

 

 

v3.23.2
Cover
Jun. 26, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 26, 2023
Entity File Number 001-41518
Entity Registrant Name QOMOLANGMA ACQUISITION CORP.
Entity Central Index Key 0001894210
Entity Tax Identification Number 86-3733656
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1178 Broadway
Entity Address, Address Line Two 3rd Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10001
City Area Code 646
Local Phone Number 791-7587
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one Share of Common Stock, $0.0001 par value, one redeemable warrant, and one right  
Title of 12(b) Security Units, each consisting of one Share of Common Stock, $0.0001 par value, one redeemable warrant, and one right
Trading Symbol QOMOU
Security Exchange Name NASDAQ
Shares of Common Stock, $0.0001 par value  
Title of 12(b) Security Shares of Common Stock, $0.0001 par value
Trading Symbol QOMO
Security Exchange Name NASDAQ
Redeemable warrants, each warrant exercisable for one Share of Common Stock, at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each warrant exercisable for one Share of Common Stock, at an exercise price of $11.50 per share
Trading Symbol QOMOW
Security Exchange Name NASDAQ
Rights to receive one-tenth (1/10  
Title of 12(b) Security Rights to receive one-tenth (1/10
Trading Symbol QOMOR
Security Exchange Name NASDAQ
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