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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Qomolangma Acquisition Corp.
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 OMB Number: 3235-0167 Expires: August 31, 2027 Estimated average burden hours per response....................1.50 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECU |
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| January 30, 2025 |
OMB APPROVAL OMB Number: 3235-0080 Expires: May 31, 2027 Estimated average burden hours per response 1. |
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| January 10, 2025 |
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 Date of Report (Date of earliest event reported): January 3, 2025 QOMOLANGMA ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-41518 86-3733656 (State or other jurisdiction of incorporation) (Commi |
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| January 10, 2025 |
Exhibit 99.1 Qomolangma Acquisition Corp. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination NEW YORK, NY, January 6, 2025 – Qomolangma Acquisition Corp. (NASDAQ: QOMO) (“Qomolangma” or the “Company”), a publicly-traded special purpose acquisition company, today announced that it will redeem all of its outstanding public shares of common stock, par value $0.0001 |
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| November 12, 2024 |
QOMO / Qomolangma Acquisition Corp. / SZOP Multistrat Management LLC Passive Investment SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Qomolangma Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74738V105 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropria |
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| August 30, 2024 |
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 August 26, 2024 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 (Commission File Number) (I.R |
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| August 30, 2024 |
Exhibit 99.1 Qomolangma Acquisition Corp. Announces Receipt of Notice from Nasdaq Regarding Filing of Quarterly Report on Form 10-Q New York, NY, Aug. 30, 2024 (GLOBE NEWSWIRE) - Qomolangma Acquisition Corp. (Nasdaq: QOMO) (the “Company”) announced that it has received a notice (the "Notice") from The Nasdaq Stock Market LLC ("Nasdaq") stating that because the Company has not yet filed its Form 10 |
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| August 30, 2024 |
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 August 26, 2024 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 (Commission File Number) (I.R |
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| August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41518 CUSIP NUMBER 74738V 204 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 202 |
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| August 9, 2024 |
QOMO / Qomolangma Acquisition Corp. / Walleye Capital LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| August 7, 2024 |
AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT Exhibit 10.1 AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of August 2, 2024, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a American Stock Transfer & Trust Company, LLC) a New York limited liability company (the |
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| August 7, 2024 |
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 August 2, 2024 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 (Commission File Number) (I.R. |
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| August 7, 2024 |
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 in |
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| August 2, 2024 |
QOMO / Qomolangma Acquisition Corp. / SZOP Multistrat Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Qomolangma Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 74738V105 (CUSIP Number) July 2, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| July 25, 2024 |
Promissory Note, dated as of June 26, 2023 issued to Qomolangma Investments LLC. Exhibit 10.4 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 REGISTRATI |
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| July 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41518 Qomolangma Acquisiti |
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| July 25, 2024 |
Promissory Note, dated as of October 26, 2023 issued to Qomolangma Investments LLC. Exhibit 10.7 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 REGISTRATI |
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| July 25, 2024 |
Promissory Note, dated as of March 22, 2023 issued to Qomolangma Investments LLC. Exhibit 10.3 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 REGISTRATI |
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| July 25, 2024 |
Promissory Note, dated as of April 23, 2024 issued to Del Mar Global Advisors Limited. Exhibit 10.8 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 REGISTRATI |
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| July 25, 2024 |
Promissory Note, dated as of October 7, 2022 issued to Qomolangma Investments LLC. Exhibit 10.2 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 REGISTRATI |
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| July 25, 2024 |
Promissory Note, dated as of September 26, 2023 issued to Qomolangma Investments LLC. Exhibit 10.6 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 REGISTRATI |
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| July 25, 2024 |
Promissory Note, dated as of September 12, 2023 issued to Qomolangma Investments LLC. Exhibit 10.5 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 REGISTRATI |
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| July 25, 2024 |
Promissory Note, dated as of April 30, 2024 issued to Qomolangma Investments LLC. Exhibit 10.9 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 REGISTRATI |
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| July 25, 2024 |
Promissory Note, dated as of June 4, 2024 issued to Qomolangma Investments LLC. Exhibit 10.10 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 REGISTRAT |
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| July 23, 2024 |
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 July 15, 2024 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 (Commission File Number) (I.R.S |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| July 18, 2024 |
Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 July 18, 2024 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Pearlyne Paulemon, Staff Accountant Re: Qo |
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| July 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| July 11, 2024 |
Exhibit 99.1 Qomolangma Acquisition Corp. Announces Receipt of Notice from Nasdaq Regarding Filing of Quarterly Report on Form 10-Q New York, NY, July 11, 2024 (GLOBE NEWSWIRE) - Qomolangma Acquisition Corp. (Nasdaq: QOMO) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Form 10 |
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| July 11, 2024 |
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 July 2, 2024 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 (Commission File Number) (I.R.S. |
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| July 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 2, 2024 |
Exhibit 97.1 QOMOLANGMA ACQUISITION CORP. (the “Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore ad |
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| July 2, 2024 |
Description of Registrant’s Securities. Exhibit 4.7 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 16,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. The following description summarizes the material terms of our shares as set out more particularly in our amended and restated certifi |
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| July 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41518 QOMOLANGMA Acquisition Corp. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41518 CUSIP NUMBER 74738V 204 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 20 |
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| May 14, 2024 |
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 May 10, 2024 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 (Commission File Number) (I.R.S. |
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| May 14, 2024 |
Exhibit 99.1 Qomolangma Acquisition Corp. Announces Receipt of Notice from Nasdaq Regarding Filing of Annual Report on Form 10-K New York, NY, May 14, 2024 (PRNewswire) - Qomolangma Acquisition Corp. (Nasdaq: QOMO) (the “Company”) announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Form 10-K for t |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41518 CUSIP NUMBER 74738V 204 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, |
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| February 22, 2024 |
QOMO / Qomolangma Acquisition Corp. / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
US74738V1052 / Qomolangma Acquisition Corp. / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment SC 13G 1 fp0087161-22sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Qomolangma Acquisition Corp. (Name of Issuer) Shares of Common Stock, $0.0001 par value (Title of Class of Securities) 7473 |
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| February 14, 2024 |
US74738V1052 / Qomolangma Acquisition Corp. / Walleye Capital LLC Passive Investment SC 13G 1 walleye-qomo123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Qomolangma Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 74738V105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 14, 2024 |
US74738V1052 / Qomolangma Acquisition Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment SC 13G/A 1 firtree-qomo123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Qomolangma Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value (Title of Class of Securities) 74738V105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| February 6, 2024 |
SC 13G/A 1 qomo13ga.htm QOMO 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Qomolangma Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74738V105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| December 11, 2023 |
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 December 7, 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 (Commission File Number) (I. |
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| December 11, 2023 |
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 in |
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| December 11, 2023 |
Exhibit 10.1 AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 7, 2023, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability company (the “Trustee”). Capitalized terms con |
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| November 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| November 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41518 Qomol |
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| September 15, 2023 |
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 in |
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| September 15, 2023 |
Promissory Note issued by the Company on September 12, 2023 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 REGISTRATI |
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| September 15, 2023 |
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) (Commiss |
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| August 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41518 Qomolangma |
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| August 9, 2023 |
Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 August 9, 2023 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Gus Rodriguez, Staff Accountant Re: Qomolang |
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| August 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 6, 2023 |
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 in |
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| July 6, 2023 |
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 June 29, 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 (Commission File Number) (I.R.S |
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| July 6, 2023 |
Exhibit 10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of June 30, 2023, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC a New York limited liability company (the “Trustee”). Capitalized terms contained in |
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| June 30, 2023 |
Promissory Note issued by the Company to the Sponsor on June 26, 2023. 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 REGISTRATI |
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| June 30, 2023 |
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 June 26, 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 (Commission File Number) (I.R.S |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| May 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41518 Qomolangm |
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| April 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41518 QOMOLANGMA Acquisition Corp. |
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| April 7, 2023 |
Description of Registrant’s Securities. Exhibit 4.7 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, we are authorized to issue 16,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. The following description summarizes the material terms of our shares as set out more particularly in our amended and restated certifi |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response. 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41518 CUSIP NUMBER 74738V 204 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, |
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| March 24, 2023 |
Promissory Note issued by the Company to the Sponsor on March 22, 2023. 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 REGISTRATI |
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| March 24, 2023 |
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 March 22, 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 (Commission File Number) (I.R. |
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| March 3, 2023 |
EX-99.1 2 ea170976ex99-1qomol.htm JOINT FILING AGREEMENT, AS REQUIRED BY RULE 13D-1(K)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Exhibit 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D (including amendments thereto) on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of c |
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| March 3, 2023 |
QOMO / Qomolangma Acquisition Corp / Qomolangma Investments LLC - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Qomolangma Acquisition Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 74738V 204 (CUSIP Number) Jonathan P. Myers 1178 Broadway, 3rd Floor New York, New York 10001 (646) 791-7587 (Name, Address and Telephone Number of Person Authorized to Receive Notice |
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| February 14, 2023 |
QOMO / Qomolangma Acquisition Corp / Shaolin Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Qomolangma Acquisition Corp. (Name of Issuer) Units (Title of Class of Securities) 74738V204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch |
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| February 14, 2023 |
QOMO / Qomolangma Acquisition Corp / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 10, 2023 |
QOMO / Qomolangma Acquisition Corp / Hudson Bay Capital Management LP - QOMO 13G Passive Investment SC 13G 1 qomo13g.htm QOMO 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Qomolangma Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 74738V105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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| November 22, 2022 |
Qomolangma Acquisition Corp. Announces the Separate Trading of its Common Stock, Rights and Warrants Exhibit 99.1 Qomolangma Acquisition Corp. Announces the Separate Trading of its Common Stock, Rights and Warrants New York, NY, Nov. 22, 2022 (GLOBE NEWSWIRE) - Qomolangma Acquisition Corp. (Nasdaq: QOMOU) (the ?Company?) announced that, commencing Friday, November 25, 2022, holders of the units sold in the Company?s initial public offering of 5,273,000 units (the ?Units?) may commence separate tr |
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| November 22, 2022 |
Financial Statements and Exhibits, Other Events 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 November 22, 2022 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 (Commission File Number) (I |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41518 Qomol |
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| October 20, 2022 |
Exhibit 16.1 October 20, 2022 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 Dear Commissioners: We have read the statements made by Qomolangma Acquisition Corp. under Item 4.01 of its Form 8-K dated October 18, 2022. We agree with the statements concerning our firm in such Form 8-K; we have no basis to and, therefore, do not agree or disagree with the other statements m |
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| October 20, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 8-K 1 ea167345-8kqomolangma.htm CURRENT REPORT 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 October 18, 2022 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 |
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| October 18, 2022 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 ea167156-8kqomolangma.htm CURRENT REPORT 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 October 7, 2022 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 O |
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| October 18, 2022 |
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT Exhibit 99.1 INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT Unaudited Pro Forma Balance Sheet as of October 7, 2022 F-2 Notes to Unaudited Pro Forma Financial Statement F-3 F-1 QOMOLANGMA ACQUISITION CORP. PRO FORMA BALANCE SHEET October 4, Pro Forma Adjustments As Adjusted 2022 (Unaudited) (Unaudited) Assets Current assets Cash $ 55,264 $ 558,750 (f) $ 325,199 (200,000 ) (g) (88,725 ) (i) (90 ) |
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| October 14, 2022 |
Financial Statements and Exhibits, Other Events 8-K 1 ea166930-8kqomolangma.htm CURRENT REPORT 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 October 4, 2022 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 O |
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| October 14, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENT Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Qomolangma Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Qomola |
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| October 6, 2022 |
EX-10.12 10 ea166763ex10-12qomolangma.htm COMPILED INDEMNITY AGREEMENTS DATED SEPTEMBER 29, 2022, BY AN BETWEEN THE COMPANY, ITS OFFICERS AND DIRECTORS Exhibit 10.12 QOMOLANGMA ACQUISITION CORP. INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made on September 29, 2022. Between: (1) QOMOLANGMA ACQUISITION CORP., a corporation incorporated under the laws of the State of Delaware |
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| October 6, 2022 |
Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the 29th day of September, 2022, by and among Qomolangma Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and t |
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| October 6, 2022 |
8-K 1 ea166763-8kqomolangma.htm CURRENT REPORT 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 October 5, 2022 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 O |
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| October 6, 2022 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of September , 2022 by and between Qomolangma Acquisition Corp. (the ?Company?) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the ?Trustee?). WHEREAS, the Company?s registrat |
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| October 6, 2022 |
Amended and Restated Certificate of Incorporation, dated as of September 29, 2022 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QOMOLANGMA ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Qomolangma Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the corporation is Qomolangma Acquisition Corp. 2. The Corporati |
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| October 6, 2022 |
Exhibit 10.11 QOMOLANGMA ACQUISITION CORP. FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this 29th day of September, 2022, by and between Qomolangma Acquisition Corp., a Delaware corporation (the ?Company?), having its principal place of business at 1178 Broadway, 3rd Floor, New York, New York 10001 and Qomolangma Investment |
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| October 6, 2022 |
Exhibit 4.6 QOMOLANGMA ACQUISITION CORP. RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of September 29, 2022 between Qomolangma Acquisition Corp., a Delaware corporation with offices at 1178 Broadway, 3rd Floor, New York, New York 10001 (the ?Company?) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Aven |
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| October 6, 2022 |
Exhibit 10.13 ADMINISTRATIVE SERVICES AGREEMENT Qomolangma Acquisition Corp. 1178 Broadway, 3rd Floor New York, NY 10001 Dated as of September 29, 2022 Qomolangma Investments LLC Ladies and Gentlemen: This letter agreement will confirm our mutual agreement that, commencing on the first date (the ?Effective Date?) that any securities of Qomolangma Acquisition Corp. (the ?Company?) registered on the |
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| October 6, 2022 |
Exhibit 1.1 5,000,000 Units Qomolangma Acquisition Corp. UNDERWRITING AGREEMENT September 29, 2022 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on?Schedule A?hereto Ladies and Gentlemen: The undersigned, Qomolangma Acquisition Corp., a Delaware corporation (?Company?), hereby confirms its agreement with Ladenburg Thalmann & Co |
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| October 6, 2022 |
Qomolangma Acquisition Corp. Announces Pricing of $50 Million Initial Public Offering Exhibit 99.1 Qomolangma Acquisition Corp. Announces Pricing of $50 Million Initial Public Offering NEW YORK, Sept. 29, 2022 (GLOBE NEWSWIRE) - Qomolangma Acquisition Corp., a Delaware corporation (NASDAQ: QOMOU) (the ?Company?) announced today that it priced its initial public offering of 5,000,000 units at $10.00 per unit. The Company?s units are expected to be listed on The NASDAQ Capital Market |
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| October 6, 2022 |
EX-4.5 4 ea166763ex4-5qomolangma.htm WARRANT AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE COMPANY, DATED AS OF SEPTEMBER 29, 2022 Exhibit 4.5 QOMOLANGMA ACQUISITION CORP. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 29, 2022, is by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Tra |
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| October 6, 2022 |
Exhibit 10.2 INSIDER?S LETTER September 29, 2022 Qomolangma Acquisition Corp. 11178 Broadway, 3rd Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. 277 Park Avenue, 26th Floor New York, NY 10172 Re: Qomolangma Public Offering; Voting, Lock-Up and Waiver Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with t |
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| October 3, 2022 |
$50,000,000 Qomolangma Acquisition Corp. 5,000,000 Units Filed Pursuant to Rule 424(b)(4) Registration No. 333-265447 PROSPECTUS $50,000,000 Qomolangma Acquisition Corp. 5,000,000 Units Qomolangma Acquisition Corp. is a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, w |
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| September 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Qomolangma Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 86-3733656 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1178 Broadway, |
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| September 28, 2022 |
September 27, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Real Estate & Construction 100 F Street, N. |
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| September 27, 2022 |
September 27, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Real Estate & Construction 100 F Street, N. |
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| September 27, 2022 |
Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 5th floor New York, NY 10019 CORRESP 1 filename1.htm Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 5th floor New York, NY 10019 September 27, 2022 VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Qomolangma Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (File No. 333-265447) (the “Registratio |
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| September 26, 2022 |
Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 September 26, 2022 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate &Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: Qomolangma Acquisitio |
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| September 26, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 26, 2022 As filed with the U.S. Securities and Exchange Commission on September 26, 2022 Registration No. 333-265447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qomolangma Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3733656 (State or other jurisdictio |
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| September 26, 2022 |
EX-4.5 2 fs12022a6ex4-5qomolangmaacq.htm FORM OF WARRANT AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.5 QOMOLANGMA ACQUISITION CORP. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of September , 2022, is by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Compa |
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| September 19, 2022 |
Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 September 19, 2022 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate &Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: Qomolangma Acquisitio |
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| September 19, 2022 |
Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.** Exhibit 4.5 QOMOLANGMA ACQUISITION CORP. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of September , 2022, is by and between Qomolangma Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the ?Warrant Agent? or also referred to herein as the ?Transfer Agen |
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| September 19, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 19, 2022 As filed with the U.S. Securities and Exchange Commission on September 19, 2022 Registration No. 333-265447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qomolangma Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3733656 (State or other jurisdictio |
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| September 9, 2022 |
Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of the day of , 2022, by and among Qomolangma Acquisition Corp., a Delaware corporation (the ?Company?), and the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?). WHEREAS, the Investors and the Com |
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| September 9, 2022 |
As filed with the U.S. Securities and Exchange Commission on September 9, 2022 As filed with the U.S. Securities and Exchange Commission on September 9, 2022 Registration No. 333-265447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qomolangma Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3733656 (State or other jurisdiction |
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| September 9, 2022 |
EX-3.2 3 fs12022a4ex3-2qomolangma.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QOMOLANGMA ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Qomolangma Acquisition Corp., a corporation existing under the laws of the State |
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| September 9, 2022 |
Form of Underwriting Agreement between Registrant and Ladenburg Thalmann & Co., Inc.* Exhibit 1.1 5,000,000 Units Qomolangma Acquisition Corp. UNDERWRITING AGREEMENT [?], 2022 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on?Schedule A?hereto Ladies and Gentlemen: The undersigned, Qomolangma Acquisition Corp., a Delaware corporation (?Company?), hereby confirms its agreement with Ladenburg Thalmann & Co. Inc. (h |
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| September 9, 2022 |
Form of Rights Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.* Exhibit 4.6 QOMOLANGMA ACQUISITION CORP. FORM OF RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of [], 2022 between Qomolangma Acquisition Corp., a Delaware corporation with offices at 1178 Broadway, 3rd Floor, New York, New York 10001 (the ?Company?) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue |
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| September 9, 2022 |
Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made as of September , 2022 by and between Qomolangma Acquisition Corp. (the ?Company?) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, with offices at 6201 15th Avenue, Brooklyn, NY 11219 (the ?Trustee?). WHEREAS, the Company?s registrat |
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| September 9, 2022 |
CORRESP 1 filename1.htm Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 September 9, 2022 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate &Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re |
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| September 9, 2022 |
Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.** EX-4.5 4 fs12022a4ex4-5qomolangma.htm FORM OF WARRANT AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.5 QOMOLANGMA ACQUISITION CORP. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of September , 2022, is by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, |
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| September 9, 2022 |
EX-10.11 9 fs12022a4ex10-11qomolangma.htm PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND QOMOLANGMA INVESTMENTS LLC Exhibit 10.11 QOMOLANGMA ACQUISITION CORP. FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this day of , 2022, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Comp |
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| September 9, 2022 |
Exhibit 10.2 FORM OF INSIDER?S LETTER , 2022 Qomolangma Acquisition Corp. 11178 Broadway, 3rd Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. 277 Park Avenue, 26th Floor New York, NY 10172 Re: Qomolangma Public Offering; Voting, Lock-Up and Waiver Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the U |
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| August 31, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 31, 2022 As filed with the U.S. Securities and Exchange Commission on August 31, 2022 Registration No. 333-265447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qomolangma Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3733656 (State or other jurisdiction o |
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| July 25, 2022 |
As filed with the U.S. Securities and Exchange Commission on July 25, 2022 As filed with the U.S. Securities and Exchange Commission on July 25, 2022 Registration No. 333-265447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qomolangma Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3733656 (State or other jurisdiction of |
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| July 25, 2022 |
Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 July 25, 2022 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate &Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan; Brigitte Lippmann Re: Qomolan |
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| June 27, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Qomolangma Acquisition Corp. |
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| June 27, 2022 |
As filed with the U.S. Securities and Exchange Commission on June 27, 2022 As filed with the U.S. Securities and Exchange Commission on June 27, 2022 Registration No. 333-265447 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qomolangma Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3733656 (State or other jurisdiction of incorporation or or |
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| June 27, 2022 |
CORRESP 1 filename1.htm Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 June 27, 2022 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate &Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan; Brigi |
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| June 27, 2022 |
Form of Audit Committee Charter.* EX-99.1 4 fs12022a1ex99-1qomolangma.htm FORM OF AUDIT COMMITTEE CHARTER Exhibit 99.1 AUDIT COMMITTEE CHARTER OF QOMOLANGMA ACQUISITION CORP. Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Qomolangma Acquisition Corp., a Delaware corporation (“Company”) are to assist the Board in monitoring and overseeing: (1) the integrity of the annual, |
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| June 27, 2022 |
EX-14 3 fs12022a1ex14-1qomolangma.htm FORM OF CODE OF ETHICS Exhibit 14 QOMOLANGMA ACQUISITION CORP. CODE OF ETHICS 1. Introduction The Board of Directors of QOMOLANGMA ACQUISITION CORP., a Delaware corporation (the “Company”), has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical |
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| June 27, 2022 |
Form of Compensation Committee Charter.* EX-99.2 5 fs12022a1ex99-2qomolangma.htm FORM OF COMPENSATION COMMITTEE CHARTER Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF QOMOLANGMA ACQUISITION CORP. I. PURPOSES The Compensation Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Qomolangma Acquisition Corp., a Delaware corporation (the “Company”) for the purposes of, among oth |
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| June 27, 2022 |
Form of Nominating Committee Charter.* EX-99.3 6 fs12022a1ex99-3qomolangma.htm FORM OF NOMINATING COMMITTEE CHARTER Exhibit 99.3 NOMINATING COMMITTEE CHARTER OF QOMOLANGMA ACQUISITION CORP. The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), as delegated by the Board, are set forth in this ch |
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| June 6, 2022 |
Subscription Agreement, dated September 25, 2021 between the Registrant and Hao Shen.* EX-10.7 18 fs12022ex10-7qomolangma.htm SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 25, 2021 BETWEEN THE REGISTRANT AND HAO SHEN Exhibit 10.7 SUBSCRIPTION AGREEMENT TO: The Directors of Qomolangma Acquisition Corp. (the “Company”). The undersigned hereby subscribes for 15,000 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agree |
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| June 6, 2022 |
EX-10.3 14 fs12022ex10-3qomolangma.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of June , 2022 by and between Qomolangma Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company, |
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| June 6, 2022 |
EX-10.13 24 fs12022ex10-13qomolangma.htm FORM OF ADMINISTRATIVE SERVICES AGREEMENT, BY AND BETWEEN THE REGISTRANT AND QOMOLANGMA INVESTMENTS LLC Exhibit 10.13 ADMINISTRATIVE SERVICES AGREEMENT Qomolangma Acquisition Corp. 1178 Broadway, 3rd Floor New York, NY 10001 Dated as of [], 2022 Qomolangma Investments LLC Ladies and Gentlemen: This letter agreement will confirm our mutual agreement that, co |
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| June 6, 2022 |
Subscription Agreement, dated September 25, 2021 between the Registrant and Lin Shi.* EX-10.10 21 fs12022ex10-10qomolangma.htm SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 25, 2021 BETWEEN THE REGISTRANT AND LIN SHI Exhibit 10.10 SUBSCRIPTION AGREEMENT TO: The Directors of Qomolangma Acquisition Corp. (the “Company”). The undersigned hereby subscribes for 12,500 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agr |
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| June 6, 2022 |
Private Placement Units Purchase Agreement between the Registrant and Qomolangma Investments LLC.* EX-10.11 22 fs12022ex10-11qomolangma.htm PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND QOMOLANGMA INVESTMENTS LLC Exhibit 10.11 QOMOLANGMA ACQUISITION CORP. FORM OF PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this day of , 2022, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Compa |
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| June 6, 2022 |
Subscription Agreement, dated September 25, 2021 between the Registrant and Jonathan Myers.* EX-10.6 17 fs12022ex10-6qomolangma.htm SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 25, 2021 BETWEEN THE REGISTRANT AND JONATHAN MYERS Exhibit 10.6 SUBSCRIPTION AGREEMENT TO: The Directors of Qomolangma Acquisition Corp. (the “Company”). The undersigned hereby subscribes for 20,000 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby |
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| June 6, 2022 |
Specimen Common Stock Certificate.* Exhibit 4.2 NUMBER OF SHARES NUMBER CUSIP [] SEE REVERSE FOR CERTAIN DEFINITIONS QOMOLANGMA ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SHARES OF COMMON STOCK This Certifies that , is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF QOMOLANGMA ACQUISITION CORP. (THE “COMPANY”) transferable on the books of the Company i |
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| June 6, 2022 |
Promissory Note, dated as of September 5, 2021 issued to Qomolangma Investments LLC.* EX-10.1 12 fs12022ex10-1qomolangma.htm PROMISSORY NOTE, DATED AS OF SEPTEMBER 5, 2021 ISSUED TO QOMOLANGMA INVESTMENTS LLC 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 SECUR |
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| June 6, 2022 |
CORRESP 1 filename1.htm Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 June 6, 2022 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate &Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan; Brigit |
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| June 6, 2022 |
Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.* Exhibit 4.5 QOMOLANGMA ACQUISITION CORP. WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of June , 2022, is by and between Qomolangma Acquisition Corp., a Delaware corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the ?Warrant Agent? or also referred to herein as the ?Transfer Agent?). |
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| June 6, 2022 |
As filed with the U.S. Securities and Exchange Commission on June 6, 2022 As filed with the U.S. Securities and Exchange Commission on June 6, 2022 Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qomolangma Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 6770 86-3733656 (State or other jurisdiction of incorporation or organiz |
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| June 6, 2022 |
EX-FILING FEES 26 fs12022ex-feeqomolangma.htm FILING FEE TABLE Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Qomolangma Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit( |
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| June 6, 2022 |
Form of Underwriting Agreement between Registrant and Ladenburg Thalmann & Co., Inc.* EX-1.1 2 fs12022ex1-1qomolangma.htm FORM OF UNDERWRITING AGREEMENT BETWEEN REGISTRANT AND LADENBURG THALMANN & CO, INC. Exhibit 1.1 5,000,000 Units Qomolangma Acquisition Corp. UNDERWRITING AGREEMENT [●], 2022 Ladenburg Thalmann & Co. Inc. 640 5th Ave., 4th Floor New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, Qomolangma Ac |
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| June 6, 2022 |
Subscription Agreement, dated September 25, 2021 between the Registrant and Yong Seog Jung.* EX-10.9 20 fs12022ex10-9qomolangma.htm SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 25, 2021 BETWEEN THE REGISTRANT AND YONG SEOG JUNG Exhibit 10.9 SUBSCRIPTION AGREEMENT TO: The Directors of Qomolangma Acquisition Corp. (the “Company”). The undersigned hereby subscribes for 12,500 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby |
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| June 6, 2022 |
Subscription Agreement, dated September 25, 2021 between the Registrant and Jialuan Ma.* EX-10.8 19 fs12022ex10-8qomolangma.htm SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 25, 2021 BETWEEN THE REGISTRANT AND JIALUAN MA Exhibit 10.8 SUBSCRIPTION AGREEMENT TO: The Directors of Qomolangma Acquisition Corp. (the “Company”). The undersigned hereby subscribes for 15,000 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the undersigned hereby agr |
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| June 6, 2022 |
EX-10.2 13 fs12022ex10-2qomolangma.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, AND ITS OFFICERS, DIRECTORS AND QOMOLANGMA INVESTMENTS LLC Exhibit 10.2 FORM OF INSIDER’S LETTER , 2022 Qomolangma Acquisition Corp. 11178 Broadway, 3rd Floor New York, New York, 10001 Underwriter Representative Ladenburg Thalmann & Co., Inc. 277 Park Avenue, 26th Floor New York, NY 10172 Re: Qomolangma Public Of |
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| June 6, 2022 |
Exhibit 4.4 NUMBER QOMOLANGMA ACQUISITION CORP. A DELAWARE CORPORATION Form of RIGHTS CERTIFICATE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] This Rights Certificate certifies that , or registered assigns, is the registered holder of a right or rights (the ?Right?) to automatically receive one-tenth of one share of common stock, par value $0.0001 per share (?Common Stock?), of Qomolangma Acquisit |
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| June 6, 2022 |
Exhibit 10.12 QOMOLANGMA ACQUISITION CORP. FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made on [ ], 2022. Between: (1) QOMOLANGMA ACQUISITION CORP., a corporation incorporated under the laws of the State of Delaware (the ?Company?); and (2) (?Indemnitee?). Whereas: (A) Highly competent persons have become more reluctant to serve publicly-held corporations as director |
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| June 6, 2022 |
Form of Rights Agreement between American Stock Transfer & Trust Company, LLC and the Registrant.* EX-4.6 11 fs12022ex4-6qomolangma.htm FORM OF RIGHTS AGREEMENT BETWEEN AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.6 QOMOLANGMA ACQUISITION CORP. FORM OF RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of [], 2022 between Qomolangma Acquisition Corp., a Delaware corporation with offices at 1178 Broadway, 3rd Floor, New York, New York 10001 (the “Co |
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| June 6, 2022 |
EX-3.3 5 fs12022ex3-3qomolangma.htm BYLAWS Exhibit 3.3 BY-LAWS OF QOMOLANGMA Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the |
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| June 6, 2022 |
EX-4.1 6 fs12022ex4-1qomolangma.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] QOMOLANGMA ACQUISITION CORP. UNITS CONSISTING OF ONE SHARE OF COMMON STOCK, ONE REDEEMABLE WARRANT AND ONE RIGHT THIS CERTIFIES THAT is the owner of Units. Each Unit of Qomolangma Acquisition Corp., a Delaware corporation (the “Company”) (“Unit”) consists of one (1 |
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| June 6, 2022 |
Form of Registration Rights Agreement between the Registrant and certain security holders.* EX-10.4 15 fs12022ex10-4qomolangma.htm FORM OF REGISTRATION RIGHTS AGREEMENT BETWEEN THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the day of , 2022, by and among Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under I |
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| June 6, 2022 |
Specimen Warrant Certificate.* EX-4.3 8 fs12022ex4-3qomolangma.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 EXHIBIT A [Form of Public Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW QOMOLANGMA ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP: [] Warrant Certific |
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| June 6, 2022 |
Form of Amended and Restated Certificate of Incorporation.* Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF QOMOLANGMA ACQUISITION CORP. Pursuant to Section 242 and 245 of the Delaware General Corporation Law Qomolangma Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows: 1. The name of the co |
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| June 6, 2022 |
Form of Certificate of Incorporation.* Exhibit 3.1 STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION State of Delaware Secretary of State Division of Corporations Delivered 03:52 PM 05/06/2021 FILED 03:52 PM 05/06/2021 SR 20211633359 - File Number 5899242 ARTICLE I. The name of this Corporation is QOMOLANGMA ACQUISITION CORP. ARTICLE II. Its registered office in the State of Delaware is to be located at 651 N. Broad St |
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| June 6, 2022 |
EX-10.5 16 fs12022ex10-5qomolangma.htm SUBSCRIPTION AGREEMENT, DATED SEPTEMBER 25, 2021 BETWEEN THE REGISTRANT AND QOMOLANGMA INVESTMENTS LLC Exhibit 10.5 SUBSCRIPTION AGREEMENT TO: The Directors of Qomolangma Acquisition Corp. (the “Company”). The undersigned hereby subscribes for 1,362,500 shares of common stock (the “Shares”) of the Company. In consideration for the issue of the Shares, the und |
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| May 6, 2022 |
Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 May 6, 2022 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: Qomolangma Acquisition Corp |
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| May 6, 2022 |
DRS/A 1 filename1.htm This is a confidential draft submission to the U.S. Securities and Exchange Commission made on May 6, 2022, constitutes Amendment No. 2 to the original confidential draft submission dated November 22, 2021 and accepted by the Commission as of November 22, 2021, and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-[] UNITED STATES SECURITIE |
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| March 23, 2022 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission made on March 23, 2022, constitutes Amendment No. 1 to the original confidential draft submission dated November 22, 2021 and accepted by the Commission as of November 22, 2021, and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMM |
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| March 23, 2022 |
Christopher S. Auguste Partner T 212.715.9265 [email protected] 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 March 23, 2022 VIA EDGAR CORRESPONDENCE United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate &Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Ruairi Regan Re: Qomolangma Acquisition Co |
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| November 22, 2021 |
This is a confidential draft submission to the U.S. Securities and Exchange Commission on November 22, 2021 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333-[] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Qomolangma Acquisition Corp. (Exact name of registrant as spec |
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| November 22, 2021 |
EX-4.5 2 filename2.htm Exhibit 4.5 WARRANT AGREEMENT This Warrant Agreement (“Warrant Agreement”) is made as of [] [], 2021, by and between Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”). WHEREAS, the Company is engaged in a public offering (the “Public Offering”) of 5,000,000 units (the “Public Units”) o |
