8-K

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 Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

1178 Broadway, 3^rd Floor
New York, New York 10001
(Address of Principal Executive Offices, and Zip Code)

(646) 791-7587
Registrant’s Telephone Number, Including Area Code

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Share of Common Stock, $0.0001 par value, one redeemable warrant, and one right	QOMOU	The Nasdaq Stock Market LLC
Shares of Common Stock, $0.0001 par value	QOMO	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one Share of Common Stock, at an exercise price of $11.50 per share	QOMOW	The Nasdaq Stock Market LLC
Rights to receive one-tenth (1/10th) of one Share of Common Stock	QOMOR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference. 

Item 8.01. Other Events.

As previously disclosed on a Current Report on Form 8-K dated October 5, 2022 (the “Current Report”), Qomolangma Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 (the “Common Stock”), one redeemable warrant, which is exercisable for one share of Common Stock at a price of $11.50 per share, and one right to receive one-tenth (1/10^th) of one share of Common Stock upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriter a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any.

As previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (the “Private Placement”) with Qomolangma Investments LLC of 260,500 units (the “Private Units”), at a price of $10.00 per Private Unit, generating gross proceeds of $2,605,000. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

Subsequently, on October 7, 2022, the underwriter partially exercised the over-allotment, and the closing of the issuance and sale of the additional Units the “Over-Allotment Option Units”) occurred on October 7, 2022. The total aggregate issuance by the Company of 273,000 Units at a price of $10.00 per Unit resulted in total gross proceeds of $2,730,000. On October 7, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 8,872.50 Private Units, generating gross proceeds of $88,725. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

A total of $53,520,950 of the net proceeds from the sale of the Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 4, 2022 and October 7, 2022, were deposited in a trust account established for the benefit of the Company’s public stockholders. An unaudited pro forma balance sheet as of October 7, 2022, reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO (including the Over-Allotment Option Units) and the Private Placements, is included in this Current Report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited pro forma balance sheet dated October 7, 2022

1

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: October 18, 2022	By:	/s/ Jonathan P. Myers
	Name:	Jonathan P. Myers
	Title:	Chief Executive Officer

2

EX-99.1

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	)	(h)
Prepaid expenses		243,080			—				243,080
Total Current Assets		298,344			269,935				568,279
Investments held in trust account		51,898,750			2,730,000		(a)		53,520,950
					88,725		(b)
					(47,775	)	(c)
					(590,000	)	(d)
					(558,750	)	(f)
Total Assets	$	52,197,094		$	1,892,135			$	54,089,229
Liabilities, Temporary Equity, and Stockholders’ Equity
Current liabilities
Due to related party	$	243,750		$	(88,725	)	(i)	$	155,025
Accrued offering costs		685,000			(590,000	)	(d)		95,000
Promissory note - related party		200,000			(200,000	)	(g)		—
Total Current Liabilities		1,128,750			(878,725	)			250,025
Deferred underwriting fee payable		2,000,000			109,200		(c)		2,109,200
Total Liabilities		3,128,750			(769,525	)			2,359,225
Commitments and Contingencies
Common stock subject to possible redemption, $0.0001 par value; 16,000,000 shares authorized; 5,000,000 shares issued and outstanding at redemption value		41,108,617			2,310,576		(a)		43,419,193
Stockholders’ Equity
Common stock, $0.0001 par value; 50,000,000 shares Common stock, $0.0001 par value; 16,000,000 shares authorized; 1,587,623 shares issued and outstanding (excluding 5,000,000 shares subject to possible redemption)		170			1		(b)		159
					(12	)	(e)
Additional paid-in capital		7,972,683			419,424		(a)		8,323,868
					88,724		(b)
					(156,975	)	(c)
					12		(e)
Accumulated deficit		(13,126	)		(90	)	(h)		(13,216	)
Total Stockholders’ Equity		7,959,727			351,084				8,310,811
Total Liabilities, Temporary Equity, and Stockholders’ Equity	$	52,197,094		$	1,892,135			$	54,089,229

The accompanying notes are an integral part of the pro forma financial statement.

F-2

QOMOLANGMA ACQUISITION CORP.

NOTES TO PRO FORMA FINANCIAL STATEMENT

Note 1 — Closing of Over-allotment Option and Additional Private Placement

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Qomolangma Acquisition Corp. (the “Company”) as of October 7, 2022, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on October 7, 2022 as described below.

On October 4, 2022, the Company consummated its initial public offering (“IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one redeemable warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per share and one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Qomolangma Investments LLC (the “Sponsor”) of 260,500 units (the “Private Units”), generating total gross proceeds of $2,605,000.

The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any. On October 4, 2022, the underwriters partially exercised the over-allotment option to purchase 273,000 Units (“Over-Allotment Option Units”) at $10.00 per Unit was closed on October 7, 2022 generating total gross proceeds of $2,730,000. On October 7, 2022, simultaneously with the sale of the over-allotment option Units, the Company consummated the private placement of an additional 8,872.50 Private Units generating gross proceeds of $88,725.

A total of $53,520,950 ($10.15 per Unit) of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 4, 2022 and October 7, 2022, were placed in a trust account with American Stock Transfer& Trust acting as trustee.

Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option described above are as follows:

	Pro Forma Entries	Debit			Credit
(a)	Investments held in trust account	$	2,730,000
	Common stock subject to possible redemption			$	2,310,576
	Additional paid-in capital			$	419,424
	To record sale of 273,000 Over-allotment Units at $10.00 per Unit
(b)	Investments held in trust account	$	88,725
	Common stock			$	1
	Additional paid-in capital			$	88,724
	To record sale of 8,872.50 Additional Private Units at $10.00 per Unit
(c)	Additional paid-in capital	$	156,975
	Investments held in trust account			$	47,775
	Deferred underwriting fee payable			$	109,200
	To record payment of cash underwriting fee and deferred underwriting fee arising from sale of Over-allotment Units
(d)	Accrued offering costs and expenses	$	590,000
	Investments held in trust account			$	590,000
	To record payment of accrued offering costs
(e)	Common stock	$	12
	Additional paid-in capital			$	12
	To record forfeiture of founder shares
(f)	Cash	$	558,750
	Investments held in trust account			$	558,750
	To record net amount received from Trust Account after closing
(g)	Promissory note – related party	$	200,000
	Cash			$	200,000
	To record repayment of promissory note from the Sponsor
(h)	Bank service charge	$	90
	Cash			$	90
	To record bank service charge
(i)	Due to related party	$	88,725
	Cash			$	88,725
	To record payment to the Sponsor

F-3