UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current
Report
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Securities registered pursuant to Section 12(b) of the Act:
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
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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).
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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 American Stock Transfer & Trust Company entered into an amendment, dated June 30, 2023, to the Investment Management Trust Agreement, dated September 29, 2022, by and between 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 changed the date by which QOMO must consummate an initial business combination from July 4, 2023 to August 4, 2023, with the ability to further extend the deadline on a monthly basis up to twelve times from July 4, 2023 to August 4, 2024. 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 June 29, 2023, QOMO held a special meeting of stockholders (the “Special Meeting”). On May 26, 2023, the record date for the Special Meeting, there were 6,935,623 issued and outstanding shares of QOMO’s common stock (the “Common Stock”) entitled to vote at the Special Meeting, 86.95% 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 QOMO must consummate a business combination (the “Extension”) from July 4, 2023 (the date that is 9 months from the closing date of QOMO’s initial public offering of units (the “IPO”)) to August 4, 2023 (the date that is 10 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to twelve times from the Amended Date to August 4, 2024 (the date that is 22 months from the closing date of the IPO) | 5,163,169 | 867,474 | 0 | |||||||||
| Proposal to amend the Investment Management Trust Agreement, dated September 29, 2022, by and between QOMO and 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 QOMO in connection with the IPO (the “trust account”) if QOMO has not completed its initial business combination, from July 4, 2023 (the date that is 9 months from the closing date of the IPO) to August 4, 2023 (the date that is 10 months from the closing date of the IPO) and on a monthly basis up to twelve times from the Amended Date to August 4, 2024 (the date that is 22 months from the closing date of the IPO) by depositing into the trust account the lesser of $0.033 per outstanding share and $80,000 for the initial one-month Extension and the lesser of $0.033 per outstanding share and $80,000 per month for each subsequent one-month Extension | 5,163,169 | 867,474 | 0 | |||||||||
Each of the proposals described above was approved by QOMO’s stockholders. QOMO’s stockholders elected to redeem an aggregate 2,126,934 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 June 30, 2023, to Amended and Restated Certificate of Incorporation of QOMO | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated June 30, 2023, 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) |
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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 6, 2023 | By: | /s/ Jonathan P. Myers |
| Name: | Jonathan P. Myers | |
| Title: | Chief Executive Officer | |
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