--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-076999" form_type: "8-K" ticker: null cik: "0001894210" company_name: "Qomolangma Acquisition Corp." filed_at: "2023-09-15T23:59:59+00:00" generated_at: "2026-06-10T16:45:52.193093+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Qomolangma stockholders approve China-focused M&A charter amendment; $150K sponsor note issued ## Summary - Stockholders approved charter amendment allowing business combination with China-based targets or VIEs (4,716,976 for, 77,000 against). - Sponsor issued $150,000 unsecured promissory note at 0% interest to fund trust account extensions and working capital; due upon business combination or Oct 4, 2023. - 1,233,054 shares redeemed in connection with special meeting (approx 25.6% of outstanding shares). - 99.69% of shares represented; charter amendment filed and effective September 12, 2023. ## SEC filing metadata - accession: 0001213900-23-076999 - form_type: 8-K - cik: 0001894210 - company_name: Qomolangma Acquisition Corp. - filed_at: 2023-09-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 2.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1894210/000121390023076999/0001213900-23-076999-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1894210/000121390023076999/ea185268-8k_qomolangma.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-076999 - JSON: https://secwatch.observer/filing/0001213900-23-076999.json - Plain text: https://secwatch.observer/filing/0001213900-23-076999.txt ## Key facts - Debt Financings Qomolangma Acquisition Corp. incurred loan of $150,000 with Qomolangma Investments LLC at no interest maturing upon the consummation of the Company's business combination. - Instrument: loan - Principal: $150,000 - Counterparty: Qomolangma Investments LLC - Rate: no interest - Maturity: upon the consummation of the Company's business combination - Event: incurrence source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1894210/000121390023076999/0001213900-23-076999-index.htm - Governance Changes Qomolangma Acquisition Corp.: Certificate of incorporation amended to allow business combination with China-based targets or those using VIE structures (effective 2023-09-12). - Change: charter amendment - Effective: 2023-09-12 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1894210/000121390023076999/0001213900-23-076999-index.htm - Shareholder Votes Qomolangma Acquisition Corp. shareholders approved 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 po at the 2023-09-12 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-09-12 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1894210/000121390023076999/0001213900-23-076999-index.htm - Shareholder Votes Qomolangma Acquisition Corp. shareholders approved 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 not sufficient votes to approve the Target Limitation Amendment Proposal or if the Company determines that additional time at the 2023-09-12 meeting. - Outcome: passed - Meeting: 2023-09-12 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1894210/000121390023076999/0001213900-23-076999-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.