Qomolangma Acquisition Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
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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 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:
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment, dated August 2, 2024, to Amended and Restated Certificate of Incorporation of QOMO | |
| 10.1 | Amendment to the Investment Management Trust Agreement, dated August 2, 2024, 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: August 7, 2024 | By: | /s/ Jonathan P. Myers |
| Name: | Jonathan P. Myers | |
| Title: | Chief Executive Officer | |
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