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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
September 12, 2023
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
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of Registrant.
On September 12, 2023, Qomolangma
Acquisition Corp., a Delaware corporation (the “Company”), issued an unsecured promissory note (a “Working Capital Note”)
in the principal amount of $150,000 to Qomolangma Investments LLC, a Delaware limited liability company (the “Sponsor”). The
Working Capital Note was issued to provide the Company with capital to fund future extensions of the Company and additional working capital.
A portion of the proceeds of the Working Capital Note will be deposited into the Company’s trust account to fund future extensions
of the Company. The Company issued the Working Capital Note in consideration for a loan from the Sponsor to fund the Company’s future
extensions and working capital requirements. The Working Capital Note bears no interest and is repayable in full upon the consummation
of the Company’s business combination.
The
Working Capital Note is filed as Exhibit 10.1.
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, the Company filed a certificate of amendment to its amended and restated
certificate of incorporation (the “Charter Amendment”) which became effective upon filing. The Charter Amendment will
allow the Company to undertake an initial business combination with an entity or business, with a physical presence, operation, or other
significant ties to China (a “China-based Target”) or which may subject the post-business combination business to
the laws, regulations and policies of China (including Hong Kong and Macao), or entity or business that conducts operations in China through
variable interest entities, or VIEs, pursuant to a series of contractual arrangements with the VIE and its shareholders on one side, and
a China-based subsidiary of the China-based Target, on the other side (the “Target Limitation Amendment Proposal”).
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
September 12, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). On August 9, 2023,
the record date for the Special Meeting, there were 4,808,976 issued and outstanding shares of the Company’s common stock (the “Common
Stock”) entitled to vote at the Special Meeting, 99.69% of which were represented in person or by proxy.
The
final results for the Company of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
Matters Voted On | |
For | | |
Against | | |
Abstain | |
Proposal to amend the Company’s Amended and Restated Certificate of Incorporation to allow the Company to undertake an initial business combination with an entity or business, with a physical presence, operation, or other significant ties to China (a “China-based Target”) or which may subject the post-business combination business to the laws, regulations and policies of China (including Hong Kong and Macao), or entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series of contractual arrangements with the VIE and its shareholders on one side, and a China-based subsidiary of the China-based Target, on the other side. | |
| 4,716,976 | | |
| 77,000 | | |
| 0 | |
| |
| | | |
| | | |
| | |
Proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Target Limitation Amendment Proposal or if the Company determines that additional time is necessary to effectuate the foregoing proposal. | |
| 4,508,476 | | |
| 285,500 | | |
| 0 | |
The
proposals described above were approved by the Company’s stockholders. The Company’s stockholders elected to redeem an aggregate
1,233,054 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: September 15, 2023 |
By: |
/s/ Jonathan P. Myers |
|
Name: |
Jonathan P. Myers |
|
Title: |
Chief Executive Officer |
-3-
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) and the date of filing the corporation’s Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of Delaware was September 29, 2022 and June 30, 2023 (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 the preamble to Article
Sixth of the Amended and Restated Certificate of Incorporation are hereby amended and restated in the entirety as follows:
“SIXTH: This Article Sixth shall apply during
the period commencing upon the filing of this Certificate of Incorporation and terminating upon the consummation of any “Business
Combination” (as defined below). A “Business Combination” shall mean any merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination involving the Corporation and one or more businesses or entities
(“Target Business”), which may be businesses or entities with a physical presence, operation or other significant ties to
China or which may subject the post-business combination business to the laws, regulations and policies of China (including Hong Kong
and Macao), or entity or business that conducts operations in China through variable interest entities, or VIEs, pursuant to a series
of contractual arrangements with the VIE and its equity holders on one side, and a China-based subsidiary of the China-based Target Business
on the other side, or entering into contractual arrangements that give the Corporation control over such a Target Business, which Target
Business shall not be another blank check company or similar company with nominal operations and, if the Corporation is then listed on
a national securities exchange, the Target Business shall have a fair market value equal to at least 80% of the balance in the Trust Account
(as defined below), less any deferred underwriting commissions and taxes payable on interest earned, at the time of signing a definitive
agreement in connection with the initial Business Combination. “IPO Shares” shall mean the shares of Common Stock sold pursuant
to the registration statement on Form S-1 (“Registration Statement”) filed with the Securities and Exchange Commission (“Commission”)
in connection with the Corporation’s initial public offering (“IPO”).”
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 September 12, 2023.
/s/ Jonathan P. Myers |
|
Name: |
Jonathan P. Myers |
|
Title: |
Chief Executive Officer |
|
Exhibit 10.1
THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY
NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Principal Amount: $150,000 | Dated as of September 12, 2023 |
Qomolangma Acquisition Corp,
a Delaware corporation (the “Maker”), promises to pay to the order of Qomolangma Investments LLC or its registered
assigns or successors in interest (the “Payee”) the principal sum of One Hundred Fifty Thousand Dollars ($150,000)
in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made
by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from
time to time designate by written notice in accordance with the provisions of this Note.
| 1. | Principal. The principal balance of this Promissory Note (this “Note”) shall
be payable by the Maker on the earlier of (i) October 4, 2023 (or such later date if the Company extends the time frame to complete a
business combination) or (ii) the date the Company consummates a business combination. The principal balance may be prepaid at any time. |
| 2. | Interest. No interest shall accrue on the unpaid principal balance of this Note. |
| 3. | Application of Payments. All payments shall be applied first to payment in full of any costs incurred
in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment
in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. |
| 4. | Events of Default. The following shall constitute an event of default (“Event of Default”): |
| (a) | Failure to Make Required Payments. Failure by Maker to pay the principal of this Note within five
(5) business days following the date when due. |
| (b) | Voluntary Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy,
insolvency, reorganization, rehabilitation or other similar action, or the consent by it to the appointment of, or taking possession by,
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) for Maker or for any substantial part of
its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as
such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing. |
| (c) | Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction
in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing
of a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its
property, or ordering the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed
and in effect for a period of 60 consecutive days. |
| (a) | Upon the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice
to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts
payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of
which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
| (b) | Upon the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance
of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all
cases without any action on the part of Payee. |
| 6. | Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment
for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections
in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present
or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from
attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of
execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. |
| 7. | Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance,
performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard
to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or
modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that
may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
| 8. | Notices. Any notice called for hereunder shall be deemed properly given if (i) sent by certified
mail, return receipt requested, (ii) personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery
service providing receipted delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party
may designate by notice in accordance with this Section: |
If to Maker:
Qomolangma Acquisition Corp
1178 Broadway, 3rd Floor
New York, New York 10001
Attn: Jonathan P. Myers
If to Payee:
Qomolangma Investments LLC
1178 Broadway, 3rd Floor
New York, New York 10001
Attn: Guojian Zhang
Notice shall be deemed
given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation, (iii)
the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express mail
or delivery service.
| 9. | Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. |
| 10. | Jurisdiction. The courts of New York have exclusive jurisdiction to settle any dispute arising
out of or in connection with this agreement (including a dispute relating to any non-contractual obligations arising out of or in connection
with this agreement) and the parties submit to the exclusive jurisdiction of the courts of New York. |
| 11. | Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating
the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. |
| 12. | Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and
all right, title, interest or claim of any kind (“Claim”) in or to any amounts contained in the trust account in which
the proceeds of the initial public offering (the “IPO”) conducted by the Maker and the proceeds of the sale of securities
in a private placement to occur prior to the effectiveness of the IPO, as described in greater detail in the registration statement and
prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, will be placed, and hereby agrees not to
seek recourse, reimbursement, payment or satisfaction for any Claim from the trust account or any distribution therefrom for any reason
whatsoever. |
| 13. | Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and
only with, the written consent of the Maker and the Payee. |
| 14. | Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be
made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted
assignment without the required consent shall be void. |
| 15. | Further Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to
be executed and done by any other necessary party) all such deeds, documents, acts and things as the Payee may from time to time require
as may be necessary to give full effect to this Promissory Note. |
IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed on the day and year first above written.
|
Qomolangma Acquisition Corp |
|
|
|
|
By: |
|
|
Name: |
Jonathan Myers |
|
Title: |
President and Chief Executive Officer |
- 4 -
v3.23.2
Cover
|
Sep. 12, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 12, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-41518
|
Entity Registrant Name |
QOMOLANGMA ACQUISITION CORP.
|
Entity Central Index Key |
0001894210
|
Entity Tax Identification Number |
86-3733656
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1178
Broadway
|
Entity Address, Address Line Two |
3rd Floor
|
Entity Address, City or Town |
New
York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10001
|
City Area Code |
646
|
Local Phone Number |
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|
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