QOMOU Qomolangma Acquisition Corporation

SCHEDULE 13D

SCHEDULE 13D

Item 1. Security and Issuer.

This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001 per share (the “Common Stock”), of Qomolangma Acquisition Corp., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive office is 1178 Broadway, 3^rd Floor, New York, NY 10001. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by the following persons: (i) Qomolangma Investments LLC, a Delaware limited liability company (the “Sponsor”) and (ii) Guojian Zhang, an individual. Each of the foregoing persons are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” 

(b) The address of the principal place of business for Qomolangma Investments LLC is 1178 Broadway, 3rd Floor, New York, NY 10001. The address of the principal place of business for Guojian Zhang is c/o Qomolangma Acquisition Corp., 1178 Broadway, 3rd Floor, New York, NY 10001.

(c) The Sponsor’s principal business is to act as the Issuer’s sponsor. Guojian Zhang is the manager of the Sponsor.

(d) During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship:

Entities: The Sponsor – Delaware

Individuals: Guojian Zhang – People’s Republic of China

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

The Sponsor utilized working capital funds to acquire the securities of the Issuer.

Item 4. Purpose of Transaction.

Founder Shares

In connection with the organization of the Issuer, the Sponsor purchased 1,362,500 shares of Common Stock (the “Founder Shares”) for an aggregate purchase price of $23,695.64 pursuant to that certain Subscription Agreement dated September 25, 2021 between the Sponsor and the Issuer. Pursuant to the terms of the Letter Agreement (as defined below), a total of 187,500 of the Sponsor’s Founder Shares were subject to forfeiture to the extent that the underwriter’s over-allotment option was not exercised in full in connection with the Issuer’s IPO (as defined below). As a result of the partial exercise of the underwriter’s over-allotment option, the Sponsor forfeited 119,250 Founder Shares.

Private Placement Units

On October 4, 2022, simultaneously with the closing of the Issuer’s initial public offering of units (the “IPO”), the Issuer consummated the private placement (“Private Placement”) with the Sponsor of 260,500 units (the “Initial Private Placement Units”), generating total proceeds of $2,605,000. On October 7, in connection with the partial exercise of the underwriter’s over-allotment option, the Issuer consummated the private sale with the Sponsor of an additional 8,873 units (such units, together with the Initial Private Placement Units, the “Private Units”), generating gross proceeds of $88,725. The Sponsor purchased the Private Units pursuant to a Private Placement Unit Purchase Agreement, dated September 29, 2022, by and between the Issuer and the Sponsor (the “Private Units Purchase Agreement”).

The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. Each Private Unit consists of one share of Common Stock, one redeemable warrant entitling its holder to purchase one share of Common Stock at a price of $11.50 per share (subject to adjustment), and one right to receive one-tenth (1/10^th) of one share of Common Stock upon the consummation of the Issuer’s initial business combination. The terms of the Private Units and the securities comprising the Private Units are described in more detail in the Issuer’s Final Prospectus dated September 29, 2022 as filed with the SEC pursuant to Rule 424(b)(4) on October 3, 2022 (the “Final Prospectus”).

The equity securities of the Issuer owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Issuer’s securities from time to time and, subject to certain restrictions, may dispose of any or all of such securities held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, as further described in Item 6 below, the Reporting Persons agreed to certain lock-up restrictions regarding the securities of the Issuer held by them.

Except for the foregoing, the Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) and (c) through (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons have acquired the shares reported herein for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Issuer’s Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons and their representatives may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with members of the Issuer’s board of directors, members of the Issuer’s management and/or other stockholders of the Issuer from time to time with respect to potential business combination opportunities and operational, strategic, financial or governance matters, or otherwise work with management and the Issuer’s board of directors to identify, evaluate, structure, negotiate, execute or otherwise facilitate a business combination, purchasing additional Common Stock, rights and/or warrants, selling some or all of its Common Stock, rights and/or warrants, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, including swaps and other derivative instruments, or changing its intention with respect to any and all matters referred to in Item 4. Among other things, the Reporting Persons may introduce the Issuer to potential candidates for a business combination, or propose one or more business combinations with potential candidates, which may include candidates that are affiliates of one or more Reporting Persons or in which one or more Reporting Persons otherwise has an equity or other interest. The Reporting Persons may purchase shares of the Issuer’s Common Stock, rights and/or warrants in privately negotiated transactions or in the open market either prior to, in connection with or following the completion of the Issuer’s initial business combination. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination or to satisfy a closing condition in an agreement with a target that requires the Issuer to have a minimum net worth or a certain amount of cash at the closing of the Issuer’s initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of rights or warrants could be to reduce the number of rights or warrants outstanding or to vote such securities on any matters submitted to the holders of such securities for approval in connection with the Issuer’s initial business combination. Any such purchases of the Issuer’s securities may result in the completion of the initial business combination that may not otherwise have been possible.

With respect to paragraph (b) of Item 4, the Issuer is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Under various agreements between the Issuer and the Reporting Persons as further described in Item 6 below, the Reporting Persons have each agreed (A) to vote its Common Stock in favor of any proposed business combination and (B) not to redeem any Common Stock in connection with a stockholder vote (or tender offer) to approve (or in connection with) a proposed initial business combination. The Reporting Persons may, at any time and from time to time, review or reconsider their position, change their purpose or formulate plans or proposals with respect to the Issuer.

Item 5. Interest in Securities of the Issuer.

(a) and (b) As of the date of this Schedule 13D, the Sponsor directly beneficially owns 269,373 shares of Common Stock underlying the Private Units and 1,243,250 Founder Shares (collectively, the “Sponsor Shares”). As a member of the Sponsor with voting and investment control over the securities, Guojian Zhang may be deemed to beneficially own the Sponsor Shares.

The Sponsor Shares represent approximately 21.8% of the 6,935,623 shares of Common Stock that are deemed to be outstanding following the Issuer’s IPO (including the partial exercise of the over-allotment option). Guojian Zhang may be deemed to beneficially own 1,512,623 shares of Common Stock, representing approximately 21.8% of the 6,935,623 shares of Common Stock that are deemed to be outstanding following the Issuer’s IPO (including the exercise of the over-allotment option) as set forth in the Final Prospectus.

(c) Information with respect to all transactions in the Common Stock beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and 6 incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

The responses to Items 3, 4 and 5 are incorporated by reference into Item 6.

Joint Filing Agreement

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed hereto as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.

Subscription Agreement

In connection with the organization of the Issuer, 1,362,500 shares of Common Stock were purchased by the Sponsor for the amount of $23,695.64 pursuant to the Subscription Agreement between the Issuer and the Sponsor dated as of September 25, 2021 (the “Subscription Agreement”).

The description of the Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed as Exhibit 10.5 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on June 6, 2022 (and is incorporated by reference herein as Exhibit 10.1).

Insider Letter

On September 29, 2022, the Issuer entered into a letter agreement (the “Letter Agreement”) with the Sponsor, and the Issuer’s directors and officers (collectively, the “Insiders”). Pursuant to the Letter Agreement, the Insiders have each agreed that if the Issuer seeks stockholder approval of a proposed business combination they will vote all shares held by them in favor of such proposed business combination.

The Insiders agreed to not propose any amendment to the Issuer’s amended and restated certificate of incorporation that would affect the substance or timing of the Issuer’s obligation to redeem 100% of the Common Stock if the Issuer does not complete a business combination within the time period described in the Final Prospectus unless the Issuer provides its public stockholders with the opportunity to redeem their Common Stock upon approval of any such amendment.

Under the Letter Agreement, the Insiders agreed that (1) they shall not redeem any shares of Common Stock owned by them in connection with the stockholder approval of a proposed business combination or certain amendments to the Company’s certificate of incorporation, (2) if the Issuer engages in a tender offer in connection with any proposed business combination or certain amendments to the Company’s certificate of incorporation, the Insiders shall not sell any shares of Common Stock in connection therewith, (3) if the Issuer seeks stockholder approval of any proposed amendment to the Issuer’s amended and restated certificate of incorporation prior to the consummation of a business combination, Insiders shall not redeem any shares of Common Stock owned by them in connection with such stockholder approval, and (4) to waive their rights to liquidating distributions from the trust account with respect to their Founder Shares and Common Stock underlying the Private Units if the Issuer fails to complete its initial business combination within the time period provided in its amended and certificate of incorporation.

In the event of the liquidation of the trust account, the Sponsor agrees to indemnify and hold harmless the Issuer against any and all loss, liability, claim, damage and expense whatsoever to which the Issuer may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Issuer or (ii) a prospective target business with which the Issuer has entered into a letter of intent, confidentiality or other similar agreement or a business combination agreement; provided, however, that such indemnification of the Issuer by the Sponsor shall apply only to the extent necessary to ensure that such claims by a third party for services rendered (other than the Issuer’s independent public accountants) or products sold to the Issuer or a target do not reduce the amount of funds in the trust account to below (i) $10.10 per share of the Common Stock or (ii) such lesser amount per share of the Common Stock held in the trust account due to reductions in the value of the trust assets, in each case, net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under the Issuer’s indemnity of the underwriters against certain liabilities.

The Sponsor and other Insiders agreed that the Founder Shares, Private Units and any underlying securities are subject to transfer restrictions pursuant to lock-up provisions in the Letter Agreement which provide that such securities are not transferable or salable (i) in the case of (A) 50% of the Founder Shares, until the earlier of (y) six months after the date of the consummation of its initial business combination or (z) the date on which the closing price of its Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after its initial business combination and (B) the remaining 50% of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of its initial business combination, or earlier, in either case, if, subsequent to its initial business combination, the Issuer consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their Common Stock for cash, securities or other property, and (ii) in the case of the Private Units and the underlying securities, until 30 days after the completion of its initial business combination. The foregoing transfer restrictions are subject to certain exceptions as described in the Letter Agreement.

The description of the Letter Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on October 5, 2022 (and is incorporated by reference herein as Exhibit 10.2).

Private Units Subscription Agreement

On September 29, 2022, simultaneously with the closing of the Issuer’s IPO, the Sponsor acquired 260,500 Private Units at a purchase price of $10.00 per Private Unit, pursuant to a Private Placement Unit Subscription Agreement, and on October 7, in connection with the partial exercise of the underwriter’s over-allotment option, the Sponsor acquired an additional 8,873 Private Units at a purchase price of $10.00 per Private Unit. The Private Units and the underlying securities are subject to a lock up provision, which provides that such securities shall not be transferable, saleable or assignable until 30 days after the consummation of the Issuer’s initial business combination, subject to certain limited exceptions as described in the Letter Agreement.

The summary of the Private Placement Unit Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.11 to the Form 8-K filed by the Issuer with the SEC on October 5, 2022 (and is incorporated by reference herein as Exhibit 10.3).

Registration Rights Agreement

On September 29, 2022, in connection with the Issuer’s IPO, the Issuer and the Sponsor entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Sponsor is entitled to request that the Issuer register certain of its securities held by it for sale under the Securities Act and to have the securities covered thereby registered for resale under the Securities Act. In addition, the Sponsor has the right to include their securities in other registration statements filed by the Issuer.

The summary of the Registration Rights Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which was filed by the Issuer as Exhibit 10.4 to the Form 8-K filed by the Issuer with the SEC on October 5, 2022 (and is incorporated by reference herein as Exhibit 10.4).

Item 7. Materials to be Filed as Exhibits.

Signature

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 3, 2023