Current Report Filing (8-k)
November 22 2022 - 3:28PM
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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
November 22, 2022
Date of Report (Date of earliest event reported)
QOMOLANGMA ACQUISITION CORP.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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001-41518 |
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86-3733656 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
of Incorporation) |
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Identification No.) |
1178
Broadway, 3rd Floor
New York, NY 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 |
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Trading Symbol(s) |
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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 |
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QOMOU |
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The Nasdaq Stock Market LLC |
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Shares of Common Stock, $0.0001 par value |
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QOMO |
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The Nasdaq Stock Market LLC |
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Redeemable warrants, each warrant exercisable for one Share of Common Stock, at an exercise price of $11.50 per share |
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QOMOW |
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The Nasdaq Stock Market LLC |
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Rights to receive one-tenth (1/10th) of one Share of Common Stock |
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QOMOR |
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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 8.01. Other Events.
On November 22, 2022,
Qomolangma Acquisition Corp. (the “Company”) announced that, commencing Friday, November 25, 2022, holders of the units sold
in the Company’s initial public offering (the “Units”) may commence separate trading of the underlying component securities.
The underlying securities are shares of common stock, rights and redeemable warrants.
The shares of common
stock, rights and warrants that are separated will trade on the NASDAQ Capital Market (“Nasdaq”) under the symbols “QOMO,”
“QOMOR” and “QOMOW,” respectively. Holders of Units will need to have their securities brokers contact American
Stock Transfer & Trust Company, LLC at 6201 15th Avenue, Brooklyn, NY 11219, the Company’s transfer agent, in order to separate
the Units into shares of common stock, rights and warrants. Those Units not separated will continue to trade on Nasdaq under the symbol
“QOMOU”.
The
Company consummated its initial public offering on October 4, 2022, consisting of 5,000,000 Units, and subsequently, on October 7, 2022,
issued an additional 273,000 Units pursuant to the partial exercise by the underwriter of its over-allotment option. Each Unit
consists of one share of common stock of the Company, par value $0.0001 (the “Common Stock”), one redeemable warrant, which
is exercisable for one share of Common Stock at a price of $11.50 per share, and one right to receive one-tenth (1/10th) of one share
of Common Stock upon the consummation of the Company’s initial business combination. The Units were initially offered by the
Company in an underwritten offering through Ladenburg Thalmann & Co. Inc., which acted as the sole book runner for the offering.
Copies of the registration
statement and final prospectus can be accessed through the SEC’s website at www.sec.gov.
On November 22, 2022,
the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the split
of trading of the Units.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
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.
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Qomolangma Acquisition Corp. |
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Dated: November 22, 2022 |
By: |
/s/ Jonathan P. Myers |
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Name: |
Jonathan P. Myers |
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Title: |
Chief Executive Officer |
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