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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
August 2, 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)
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”)
and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company) entered into an amendment, dated August 2, 2024, to
the Investment Management Trust Agreement, dated September 29, 2022, as amended on June 30, 2023 and December 7, 2023, by and between
Equiniti Trust Company, LLC (f/k/a 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 extended 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). 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
August 2, 2024, QOMO held a special meeting of stockholders (the “Special Meeting”). On July 11, 2024, the record date
for the Special Meeting, there were 2,500,480 issued and outstanding shares of QOMO’s common stock (the “Common Stock”)
entitled to vote at the Special Meeting, 99.99% 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 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) | |
| 1,912,095 | | |
| 32 | | |
| 0 | |
| |
| | | |
| | | |
| | |
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 | |
| 1,912,095 | | |
| 32 | | |
| 0 | |
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:
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: August 7, 2024 |
By: |
/s/ Jonathan
P. Myers |
|
Name: |
Jonathan P. Myers |
|
Title: |
Chief Executive Officer |
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, amended and restated on September 29, 2022 by an Amended and Restated Certificate of Incorporation, amended on June 30, 2023 by a Certificate of Amendment and on September 12, 2023 by a Certificate of Amendment) and the dates of filing with the Secretary of State of the State of Delaware was November 15, 2021, September 29, 2022, June 30, 2023, September 12, 2023 and December 7, 2023 (collectively, for purposes on this certificate of amendment, 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 Article (E) of the Amended
and Restated Certificate of Incorporation is 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 36 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 36-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 August 2, 2024.
/s/
Jonathan P. Myers |
|
Name: Jonathan P. Myers |
|
Title: Chief Executive Officer |
|
Exhibit 10.1
AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT
THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT
TRUST AGREEMENT (this “Amendment”) is made as of August 2, 2024, by and between Qomolangma Acquisition Corp.,
a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a 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 and December 7, 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 36-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 Equiniti
Trust Company, LLC (f/k/a 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 Amendment No.
3 to Investment Management Trust Agreement dated August 2, 2024.”; 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.
EQUINITI TRUST COMPANY, as Trustee
4
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QOMOLANGMA ACQUISITION CORP.
|
Entity Central Index Key |
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Qomolangma Acquisition (NASDAQ:QOMOU)
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