8-K
filed July 6, 2023, 7:59 PM ET
CIK 0001894210
other material
confidence high
sentiment negative
materiality 0.60
Qomolangma Acquisition stockholders approve extension to Aug 2024; ~2.1M shares redeemed
Qomolangma Acquisition Corp.
- Extension of business combination deadline from July 4, 2023 to Aug 4, 2023, with monthly extensions through Aug 4, 2024.
- Trust agreement amended to permit deposit of lesser of $0.033/share or $80,000 per month for each extension.
- 2,126,934 shares (approx. 30.7% of outstanding) redeemed; votes were 5,163,169 for and 867,474 against both proposals.
- Charter Amendment filed and effective June 30, 2023.
- IMTA Amendment with American Stock Transfer & Trust Company entered into on June 30, 2023.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Qomolangma Acquisition Corp.: Certificate of incorporation amended to extend the deadline for consummating a business combination from July 4, 2023 to August 4, 2023, with ability to further extend monthly up to twelve times until August 4, 2024 (effective 2023-07-04).
- Change
- charter amendment
- Effective
- 2023-07-04
Exact text from the filing
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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Qomolangma Acquisition Corp. amended IMTA Amendment with American Stock Transfer & Trust Company (effective 2023-06-30).
- Action
- amendment
- Counterparty
- American Stock Transfer & Trust Company
- Effective
- 2023-06-30
Exact text from the filing
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 ”).
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Qomolangma Acquisition Corp. shareholders approved Proposal to amend the Investment Management Trust Agreement to extend the trust liquidation date at the 2023-06-29 meeting.
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Qomolangma Acquisition Corp. shareholders approved Proposal to amend the charter to extend the business combination deadline at the 2023-06-29 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-29
Exact text from the filing
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
View on SEC.gov
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