Form SC 13G - Statement of Beneficial Ownership by Certain Investors
03 August 2024 - 3:21AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 0)*
Qomolangma
Acquisition Corp. |
(Name
of Issuer) |
|
Common
Stock, $0.0001 par value |
(Title
of Class of Securities) |
|
74738V105 |
(CUSIP
Number) |
|
July
2, 2024 |
(Date
of Event which Requires Filing of this Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐
Rule 13d-1(b)
☒
Rule 13d-1(c)
☐
Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a
prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 74738V105
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SZOP
Multistrat LP |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
128,749* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
128,749* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,749* |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%* |
12. |
TYPE
OF REPORTING PERSON (see instructions)
PN |
CUSIP
No. 74738V105
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SZOP
Multistrat Management LLC |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
128,749* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
128,749* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,749* |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%* |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IA,
OO |
CUSIP
No. 74738V105
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Antonio
Ruiz-Gimenez |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Spain |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
128,749* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
128,749* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,749* |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%* |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
CUSIP
No. 74738V105
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kerry
Propper |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
☐
(b)
☒ |
3. |
SEC
USE ONLY
|
4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
0 |
6. |
SHARED
VOTING POWER
128,749* |
7. |
SOLE
DISPOSITIVE POWER
0 |
8. |
SHARED
DISPOSITIVE POWER
128,749* |
9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,749* |
10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see
instructions) ☐
|
11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.1%* |
12. |
TYPE
OF REPORTING PERSON (see instructions)
IN,
HC |
CUSIP
No. 74738V105
Item
1.
|
(a) |
Name
of Issuer
Qomolangma
Acquisition Corp.
(the
“Issuer”) |
|
|
|
|
(b) |
Address
of Issuer’s Principal Executive Offices
1178
Broadway, 3rd Floor
New
York, NY 10001 |
Item
2.
|
(a) |
Name
of Person Filing:
SZOP
Multistrat LP*
SZOP
Multistrat Management LLC*
Antonio
Ruiz-Gimenez*
Kerry
Propper* |
|
|
|
|
(b) |
Address
of the Principal Office or, if none, residence
1
Pennsylvania Plaza, 48th Floor
New
York, NY 10119 |
|
|
|
|
(c) |
Citizenship
SZOP
Multistrat LP – Delaware
SZOP
Multistrat Management LLC – Delaware
Antonio
Ruiz-Gimenez – Spain
Kerry
Propper – United States |
|
|
|
|
(d) |
Title
of Class of Securities
Common
Stock, par value $0.0001 |
|
|
|
|
(e) |
CUSIP
Number
74738V105 |
Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: N/A
Item
4. Ownership.
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
(a) |
Amount
beneficially owned:
SZOP
Multistrat LP – 128,749*
SZOP
Multistrat Management LLC – 128,749*
Antonio
Ruiz-Gimenez – 128,749*
Kerry
Propper – 128,749* |
|
|
|
|
(b) |
Percent
of class:
SZOP
Multistrat LP – 5.1%*
SZOP
Multistrat Management LLC – 5.1%*
Antonio
Ruiz-Gimenez – 5.1%*
Kerry
Propper – 5.1%* |
CUSIP
No. 74738V105
|
(c) |
Number
of shares as to which the person has: |
|
(i) |
Sole
power to vote or to direct the vote
SZOP
Multistrat LP – 0
SZOP
Multistrat Management LLC – 0
Antonio
Ruiz-Gimenez – 0
Kerry
Propper – 0 |
|
|
|
|
(ii) |
Shared
power to vote or to direct the vote
SZOP
Multistrat LP – 128,749*
SZOP
Multistrat Management LLC – 128,749*
Antonio
Ruiz-Gimenez – 128,749*
Kerry
Propper – 128,749* |
|
|
|
|
(iii) |
Sole
power to dispose or to direct the disposition of
SZOP
Multistrat LP – 0
SZOP
Multistrat Management LLC – 0
Antonio
Ruiz-Gimenez – 0
Kerry
Propper – 0 |
|
|
|
|
(iv) |
Shared
power to dispose or to direct the disposition of
SZOP
Multistrat LP – 128,749*
SZOP
Multistrat Management LLC – 128,749*
Antonio
Ruiz-Gimenez - 128,749*
Kerry
Propper - 128,749* |
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
*
The Common Stock (the “Shares”) of the Issuer reported herein are held by SZOP Multistrat LP (the “Fund”). SZOP
Multistrat Management LLC (the “Manager”) serves as the investment manager to the Fund. Antonio Ruiz-Gimenez and Kerry Propper
serve as managing members of the Manager (all of the foregoing, collectively, the “Reporting Persons”).
Due
to a change in the Issuer’s aggregate number of outstanding Shares as reported in the Issuer’s Form 10-K filed with the SEC
on July 2, 2024, the Fund’s 128,749 Shares
accounted for 5.1% of the 2,500,480 outstanding Shares. Please note, however, that as of the date of this filing, the Fund holds 29,731
Shares, which accounts for 1.2% of the 2,500,480 outstanding Shares as disclosed in the Issuer’s Form 10-Q filed with the SEC on
July 25, 2024.
By
virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares
owned directly by the Fund. This report shall not be deemed an admission that any of the Reporting Persons are beneficial owners of the
Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting
Persons disclaims beneficial ownership of the Shares reported herein except to the extent of each of the Reporting Person’s pecuniary
interest therein, if any.
CUSIP
No. 74738V105
Item
5. Ownership of Five Percent or Less of a Class.
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following ☐.
Instruction.
Dissolution of a group requires a response to this item.
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
Item
10. Certification.
By
signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect.
CUSIP
No. 74738V105
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
August 2, 2024
|
SZOP
Multistrat LP |
|
|
|
By:
SZOP Multistrat Management LLC, its investment manager |
|
|
|
By: |
/s/
Antonio Ruiz-Gimenez |
|
|
Antonio
Ruiz-Gimenez, Managing Member |
|
|
|
|
SZOP
Multistrat Management LLC |
|
|
|
|
By: |
/s/
Antonio Ruiz-Gimenez |
|
|
Antonio
Ruiz-Gimenez, Managing Member |
|
Antonio
Ruiz-Gimenez |
|
|
|
|
By: |
/s/
Antonio Ruiz-Gimenez |
|
|
Individually
|
|
|
|
|
Kerry
Propper |
|
|
|
|
By: |
/s/
Kerry Propper |
|
|
Individually |
The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person,
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Note.
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7
for other parties for whom copies are to be sent.
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
Exhibit
1
CUSIP
No. 74738V105
JOINT
FILING STATEMENT
PURSUANT
TO RULE 13D-1(K)(1)
The
undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with
respect to the Common Stock of Qomolangma Acquisition Corp., together with any or all amendments thereto, when and if required. The parties
hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G,
thereby incorporating the same into such Schedule 13G.
This
Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned
may mutually agree.
Dated:
August 2, 2024
|
SZOP
Multistrat LP |
|
|
|
By:
SZOP Multistrat Management LLC, its investment manager |
|
|
|
|
By: |
/s/
Antonio Ruiz-Gimenez |
|
|
Antonio
Ruiz-Gimenez, Managing Member |
|
|
|
|
SZOP
Multistrat Management LLC |
|
|
|
|
By: |
/s/
Antonio Ruiz-Gimenez |
|
|
Antonio
Ruiz-Gimenez, Managing Member |
|
Antonio Ruiz-Gimenez |
|
|
|
|
By: |
/s/
Antonio Ruiz-Gimenez |
|
|
Individually |
|
|
|
|
Kerry Propper |
|
|
|
|
By: |
/s/
Kerry Propper |
|
|
Individually |
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