QOMOU Qomolangma Acquisition 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

 

December 7, 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, 3^rd 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 1.01 Entry into a Material Definitive Agreement.

 

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent required herein. As approved by its stockholders at the Special Meeting (defined below), Qomolangma Acquisition Corp. (“QOMO” or the “Company”) and American Stock Transfer & Trust Company entered into an amendment, dated December 7, 2023, to the Investment Management Trust Agreement, dated September 29, 2022, as amended on June 30, 2023, by and between American Stock Transfer & Trust Company and QOMO (the “IMTA Amendment”). A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

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

 

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent required herein. As approved by its stockholders at the Special Meeting, QOMO filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) which became effective upon filing. The Charter Amendment reduced the amount that the Company must deposit in the trust account to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (an “Extension”) to the lesser of $0.033 per outstanding share and $20,000 for each one-month Extension. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07. Submissions of Matters to a Vote of Security Holders.

 

On December 7, 2023, QOMO held a special meeting of stockholders (the “Special Meeting”). On November 15, 2023, the record date for the Special Meeting, there were 3,575,635 issued and outstanding shares of QOMO’s common stock (the “Common Stock”) entitled to vote at the Special Meeting, 81.18% of which were represented in person or by proxy.

 

The final results for QOMO of the matters submitted to a vote of QOMO’s stockholders at the Special Meeting are as follows:

 

Matters Voted On		For			Against			Abstain
Proposal to amend QOMO’s Amended and Restated Certificate of Incorporation to allow QOMO to reduce the amount that the Company must deposit in the trust account to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO to the lesser of $0.033 per outstanding share and $20,000 for each one-month Extension		2,902,711			369,461			0
Proposal to amend the Investment Management Trust Agreement, dated September 29, 2022, by and between QOMO and American Stock Transfer & Trust Company (the “Trustee”), to allow QOMO to reduce the amount that the Company must deposit in the trust account to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO to the lesser of $0.033 per outstanding share and $20,000 for each one-month Extension		2,902,711			369,461			0

 

Each of the proposals described above was approved by QOMO’s stockholders. QOMO’s stockholders elected to redeem an aggregate 1,075,155 shares of common stock in connection with the Special Meeting.

 

Item 9.01. Financial Statements and Exhibits

 

(c) Exhibits:

 

Exhibit No.		Description
3.1		Certificate of Amendment, dated December 7, 2023, to Amended and Restated Certificate of Incorporation of QOMO
10.1		Amendment to the Investment Management Trust Agreement, dated December 7, 2023, by and between QOMO and American Stock Transfer & Trust Company.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

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: December 11, 2023	By:	/s/ Jonathan P. Myers
	Name:	Jonathan P. Myers
	Title:	Chief Executive Officer

 

 

2

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
QOMOLANGMA ACQUISITION CORP.

 

Qomolangma Acquisition Corp., a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify:

 

1.	The name of the corporation is Qomolangma Acquisition Corp. The corporation was originally incorporated pursuant to the DGCL on May 6, 2021.

 

2.

The date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was May 6, 2021 (and it was thereafter amended by a Certificate of Amendment to the Certificate of Incorporation on November 15, 2021) and the date of filing the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was September 29, 2022, June 30, 2023 and September 12, 2023 (the “Amended and Restated Certificate of Incorporation”).

 

3.

The Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows:

 

RESOLVED, that Paragraph “E” of Article Sixth of the Amended and Restated Certificate of Incorporation are hereby amended and restated in the entirety as follows:

 

“E. In the event that the Corporation does not consummate a Business Combination by (i) 9 months from the consummation of the IPO, or (ii) up to 22 months from the consummation of the IPO if the Corporation elects to extend the amount of time to complete a Business Combination by depositing the lesser of $0.033 per outstanding share and $20,000 for each one-month extension and following such initial extension, up to the 22-month anniversary from the consummation of the IPO by depositing the lesser of $0.033 per outstanding share and $20,000 into the Trust Account for each 1-month extension and in accordance with the terms of the Investment Management Trust Agreement between the Corporation and American Stock Transfer & Trust Company, LLC (in any case, such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per-share redemption price shall be equal to (i) the amount then held in the Trust Account plus interest earned, less any interest released to pay income taxes owed on such funds but not yet paid and up to $50,000 of interest to pay dissolution expenses, divided by (ii) the total number of IPO Shares then outstanding.”

 

4.	That thereafter, said amendment was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL.

 

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this day of December 7, 2023.

 

/s/ Jonathan P. Myers
Name:	Jonathan P. Myers
Title:	Chief Executive Officer

 

Exhibit 10.1

 

AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

 

THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 7, 2023, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated September 29, 2022, as amended on June 30, 2023, by and between the parties hereto (the “Trust Agreement”).

 

WHEREAS, $53,520,950 of the gross proceeds from the IPO and sale of the Private Placement Units was deposited into the Trust Account;

 

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a Termination Letter; or (y) the date which is 9 months after the closing of the IPO, or, in the event that the Company extended the time to complete the Business Combination for up to 22 months from the Closing but has not completed the Business Combination within such 22 month period, as applicable, the 22 month anniversary, as applicable, of the Closing, provided a Termination Letter has not been received by the Trustee prior to such date;

 

WHEREAS, Section 7(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of at least a sixty-five percent (65%) or more of the then outstanding shares of Common Stock, par value $0.0001 per share, of the Company, voting together as a single class;

 

WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and

 

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.	Amendment to Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

“(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Ladenburg, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; or provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 9-month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination up to the 22-month anniversary from the closing of the IPO by depositing the lesser of $0.033 per outstanding share and $20,000 for each 1-month extension, but has not completed the Business Combination within such additional period, as applicable, the 9-month anniversary of the Closing plus such extensions (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.”

 

 

2.	Amendments to Definitions.

 

(i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:

 

“Trust Agreement” shall mean that certain Investment Management Trust Agreement, dated September 29, 2022, by and between Qomolangma Acquisition Corp. and American Stock Transfer & Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement dated June 30, 2023 and the Amendment No. 2 to Investment Management Trust Agreement dated December 7, 2023.”; and

 

(ii) The term “Property” shall be deemed to include any Contribution paid to the Trust Account in accordance with the terms of the Amended and Restated Certificate of Incorporation and the Trust Agreement.

 

3.	Miscellaneous.

 

3.1.	Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

3.2.

Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

3.3.	Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

3.4.	Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

3.5.	Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

3.6.

Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

 

QOMOLANGMA ACQUISITION CORP.

 

By:
Name:
Title:

 

AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee

 

By:
Name:
Title:

 

 

3

v3.23.3

Cover	Dec. 07, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 07, 2023
Current Fiscal Year End Date	--12-31
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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