Filing Compare · Qomolangma Acquisition Corp.

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

~~July~~August 152, 2024 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)~~New ~~791-7587 Registrant’s Telephone Number~~York, ~~Including~~New ~~Area~~York ~~Code~~10001

~~Not Applicable~~ (~~Former~~Address ~~Name~~of orPrincipal Executive ~~Former Address~~Offices, ifand ~~Changed~~Zip ~~Since Last Report~~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
Common Stock, $0.0001 par value	QOMO	The Nasdaq Stock Market LLC
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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

OnThe ~~July~~information ~~15,~~disclosed ~~2024,~~in ~~Qomolangma~~Item ~~Acquisition Corp~~5.07 ~~(the~~of ~~“Company”)~~this ~~received~~Current aReport ~~delinquency~~on ~~notification~~Form ~~letter~~8-K (is incorporated by reference into this Item 1.01 to the ~~“Notice”)~~extent required ~~from~~herein. ~~the~~As ~~Listing~~approved ~~Qualifications~~by ~~Staff~~its (stockholders at the ~~“Staff”)~~Special ofMeeting ~~the~~(defined ~~Nasdaq~~below), ~~Stock~~Qomolangma ~~Market~~Acquisition ~~LLC~~Corp. (“~~Nasdaq~~QOMO”) and ~~due~~Equiniti toTrust ~~the~~ Company~~’s non-compliance~~, ~~with~~LLC ~~Nasdaq~~(f/k/a ~~Listing~~American ~~Rule~~Stock ~~5550(b~~Transfer & Trust Company)( entered into an amendment, dated August 2), (2024, to the ~~“Listing~~Investment ~~Rule”)~~Management Trust Agreement, dated September 29, 2022, as aamended ~~result~~on ofJune ~~the~~30, ~~Company’s~~2023 ~~failure~~and toDecember ~~maintain~~7, 2023, by and between Equiniti Trust Company, LLC (f/k/a ~~minimum~~American ~~Market~~Stock ~~Value~~Transfer of& ~~Listed~~Trust ~~Securities~~Company) and QOMO (the “~~MVLS~~IMTA Amendment”). A copy of ~~$35~~the ~~million~~IMTA ~~between~~Amendment ~~May~~is ~~30,~~attached ~~2024~~to ~~and~~this ~~July~~Current ~~12,~~Report ~~2024.~~on ~~The~~Form ~~Listing~~8-K ~~Rule requires~~as ~~listed~~Exhibit ~~companies~~10.1 toand ~~maintain~~is aincorporated ~~minimum~~herein ~~MVLS~~by ~~of $35 million~~reference.

~~This Notice~~Item ~~has no immediate effect on the listing of the Company’s shares on Nasdaq~~5. ~~However, if the Company fails to timely regain compliance with the Listing Rule, the Company’s common stock will be subject to delisting from Nasdaq~~03. ~~The~~Amendments ~~Notice provides that the Company has 180 calendar days, or until January 13, 2025 (the “Compliance Date”),~~ to ~~regain~~Articles ~~compliance~~of ~~with~~Incorporation ~~the Listing Rule. If, at anytime before the Compliance Date, the Company’s MVLS closes at $35 million~~ or ~~more~~Bylaws; ~~for~~Change ain ~~minimum~~Fiscal ~~of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance with the Listing Rule~~Year.

The ~~Company~~information ~~intends~~disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to ~~monitor~~the extent required herein. As approved by its stockholders at the ~~market~~Special ~~value~~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 extended the date by which the Company’s ~~listed~~must ~~securities~~consummate ~~and~~a ~~may~~business combination from August 4, if2024 ~~appropriate~~(the date that is 22 months from the closing date of the IPO) to September 29, ~~consider~~2025 ~~available~~(the ~~options~~date that is 36 months from the effectiveness of the IPO Registration Statement) and on a monthly basis up to ~~regain~~fourteen ~~compliance~~times ~~with~~from August 4, 2024 to September 29, 2025 (the ~~Listing~~date ~~Rule~~that is 36 months from the effectiveness of the IPO Registration Statement). 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.

~~Forward-Looking~~Item ~~Statements~~5.07. Submissions of Matters to a Vote of Security Holders.

~~This Form 8-K contains forward-looking statements,~~On ~~including~~August ~~statements about the financial condition~~2, ~~results of operations~~2024, ~~earnings~~QOMO ~~outlook~~held ~~and~~a ~~prospects~~special meeting of stockholders (the ~~Company~~“Special Meeting”). InOn ~~addition, any~~July ~~statements that refer to projections~~11, ~~forecasts or other characterizations of future events or circumstances~~2024, ~~including~~the ~~any~~record ~~underlying~~date ~~assumptions,~~for ~~are~~the ~~forward-looking~~Special ~~statements.~~Meeting, ~~Forward-looking~~there ~~statements~~were ~~are typically identified by words such as “plan~~2,~~” “believe~~500,”480 ~~“expect,”~~issued ~~“anticipate,”~~and ~~“intend,”~~outstanding ~~“outlook,”~~shares ~~“estimate,” “forecast,”~~of ~~“project,”~~QOMO’s ~~“continue,”~~common ~~“could,”~~stock ~~“may,”~~(the “~~might,”~~Common ~~“possible,~~Stock”) ~~“potential,”~~entitled ~~“predict,”~~to ~~“should,”~~vote ~~“would”~~at ~~and~~the ~~other~~Special ~~similar words and expressions~~Meeting, ~~but the~~99.99% ~~absence~~ of ~~these~~which ~~words~~were ~~does~~represented ~~not~~in ~~mean~~person ~~that~~or aby ~~statement is not forward-looking~~proxy.

The final ~~forward-looking~~results ~~statements~~for ~~are~~QOMO ~~based on the current expectations~~ of the ~~Company’s~~matters ~~management~~submitted ~~and are inherently subject~~ to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a ~~number~~vote of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, without limitation, our ability to respond in a timely and satisfactory matter to the inquiries by Nasdaq, our ability to regain compliance with the Listing Rule and our ability to become current with our reports with the SEC. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the SEC. Forward-looking statements represent managementQOMO’s ~~current~~stockholders ~~expectations~~at ~~and are inherently uncertain. Except to~~ the ~~extent~~Special ~~required by~~Meeting ~~applicable~~are ~~law,~~as ~~we do not undertake any obligation to update or revise forward-looking statements made by us to reflect subsequent events or circumstances.~~follows:

Each of the proposals described above was approved by QOMO’s stockholders. QOMO’s stockholders elected to redeem an aggregate 438,348 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 August 2, 2024, to Amended and Restated Certificate of Incorporation of QOMO
10.1		Amendment to the Investment Management Trust Agreement, dated August 2, 2024, 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: July 23, 2024	By:	/s/ Jonathan P. Myers
Dated: August 7, 2024	By:	/s/ Jonathan P. Myers
	Name:	Jonathan P. Myers
	Title:	Chief Executive Officer

Matters Voted On

Proposal to amend QOMO’s Amended and Restated Certificate of Incorporation to allow QOMO to extend the date by which the Company must consummate a business combination from August 4, 2024 (the date that is 22 months from the closing date of the IPO) to September 29, 2025 (the date that is 36 months from the effectiveness of the IPO Registration Statement) and on a monthly basis up to fourteen times from August 4, 2024 to September 29, 2025 (the date that is 36 months from the effectiveness of the IPO Registration Statement)

Proposal to amend the Investment Management Trust Agreement, dated September 29, 2022, by and between QOMO and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) (the “Trustee”), to allow QOMO to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO from August 4, 2024 to September 29, 2025