0001894210
false
--12-31
0001894210
2023-06-29
2023-06-29
0001894210
QOMO:UnitsEachConsistingOfOneShareOfCommonStock0.0001ParValueOneRedeemableWarrantAndOneRightMember
2023-06-29
2023-06-29
0001894210
QOMO:SharesOfCommonStock0.0001ParValueMember
2023-06-29
2023-06-29
0001894210
QOMO:RedeemableWarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
2023-06-29
2023-06-29
0001894210
QOMO:RightsToReceiveOnetenth110Member
2023-06-29
2023-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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.
Employer |
of
Incorporation) |
|
|
|
Identification
No.) |
1178
Broadway, 3rd
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
1.01 Entry into a Material Definitive Agreement.
The
information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01 to the extent
required herein. As approved by its stockholders at the Special Meeting (defined below), Qomolangma Acquisition Corp. (“QOMO”)
and American Stock Transfer & Trust Company entered into an amendment, dated June 30, 2023, to the Investment Management Trust Agreement,
dated September 29, 2022, by and between American Stock Transfer & Trust Company and QOMO (the “IMTA Amendment”).
A copy of the IMTA Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03 to the extent
required herein. As approved by its stockholders at the Special Meeting, QOMO filed a certificate of amendment to its amended and restated
certificate of incorporation (the “Charter Amendment”) which became effective upon filing. The Charter Amendment changed
the date by which QOMO must consummate an initial business combination from July 4, 2023 to August 4, 2023, with the ability to further
extend the deadline on a monthly basis up to twelve times from July 4, 2023 to August 4, 2024. A copy of the Charter Amendment is attached
to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item
5.07. Submissions of Matters to a Vote of Security Holders.
On
June 29, 2023, QOMO held a special meeting of stockholders (the “Special Meeting”). On May 26, 2023, the record date
for the Special Meeting, there were 6,935,623 issued and outstanding shares of QOMO’s common stock (the “Common Stock”)
entitled to vote at the Special Meeting, 86.95% of which were represented in person or by proxy.
The
final results for QOMO of the matters submitted to a vote of QOMO’s stockholders at the Special Meeting are as follows:
Matters Voted On | |
For | | |
Against | | |
Abstain | |
Proposal to amend QOMO’s Amended and Restated Certificate of Incorporation to allow QOMO to extend the date by which QOMO must consummate a business combination (the “Extension”) from July 4, 2023 (the date that is 9 months from the closing date of QOMO’s initial public offering of units (the “IPO”)) to August 4, 2023 (the date that is 10 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to twelve times from the Amended Date to August 4, 2024 (the date that is 22 months from the closing date of the IPO) | |
| 5,163,169 | | |
| 867,474 | | |
| 0 | |
| |
| | | |
| | | |
| | |
Proposal to amend the Investment Management Trust Agreement, dated September 29, 2022, by and between QOMO and American Stock Transfer & Trust Company (the “Trustee”), to allow QOMO to extend the date on which the Trustee must liquidate the trust account established by QOMO in connection with the IPO (the “trust account”) if QOMO has not completed its initial business combination, from July 4, 2023 (the date that is 9 months from the closing date of the IPO) to August 4, 2023 (the date that is 10 months from the closing date of the IPO) and on a monthly basis up to twelve times from the Amended Date to August 4, 2024 (the date that is 22 months from the closing date of the IPO) by depositing into the trust account the lesser of $0.033 per outstanding share and $80,000 for the initial one-month Extension and the lesser of $0.033 per outstanding share and $80,000 per month for each subsequent one-month Extension | |
| 5,163,169 | | |
| 867,474 | | |
| 0 | |
Each
of the proposals described above was approved by QOMO’s stockholders. QOMO’s stockholders elected to redeem an aggregate
2,126,934 shares of common stock in connection with the Special Meeting.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits:
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:
July 6, 2023 |
By: |
/s/
Jonathan P. Myers |
|
Name: |
Jonathan
P. Myers |
|
Title: |
Chief
Executive Officer |
2
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 incorporated pursuant to the DGCL on May 6, 2021. |
2. | The date of filing of the corporation’s original Certificate
of Incorporation with the Secretary of State of the State of Delaware was May 6, 2021 (and it was thereafter amended by a Certificate
of Amendment to the Certificate of Incorporation on November 15, 2021) and the date of filing the corporation’s Amended and Restated
Certificate of Incorporation with the Secretary of State of the State of Delaware was September 29, 2022 (the “Amended and
Restated Certificate of Incorporation”). |
3. | The Board of Directors of the corporation has duly adopted
resolutions setting forth proposed amendments to the Amended and Restated Certificate of Incorporation, declaring said amendment to be
advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation
to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows: |
RESOLVED, that Article Sixth (E) and (I)
of the Amended and Restated Certificate of Incorporation are hereby amended and restated in the entirety as follows:
“E. In the event that the Corporation does
not consummate a Business Combination by (i) 9 months from the consummation of the IPO, or (ii) up to 22 months from the consummation
of the IPO if the Corporation elects to extend the amount of time to complete a Business Combination by depositing the lesser of $0.033
per outstanding share and $80,000 for the initial one-month extension and following such initial extension, up to the 22-month anniversary
from the consummation of the IPO by depositing the lesser of $0.033 per outstanding share and $80,000 into the Trust Account for each
1-month extension and in accordance with the terms of the Investment Management Trust Agreement between the Corporation and American Stock
Transfer & Trust Company, LLC (in any case, such date being referred to as the “Termination Date”), the Corporation shall
(i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely
extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject
to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s
then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant
to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by
said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders,
as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s
obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per-share redemption
price shall be equal to (i) the amount then held in the Trust Account plus interest earned, less any interest released to pay income taxes
owed on such funds but not yet paid and up to $50,000 of interest to pay dissolution expenses, divided by (ii) the total number of IPO
Shares then outstanding.
“I. If any amendment is made to this Article
Sixth that would (i) modify the substance or timing of the Corporation’s obligation to provide for the conversion of the IPO Shares
in connection with an initial Business Combination or to redeem 100% of the IPO Shares if the Corporation has not consummated an initial
Business Combination by the Termination Date or (ii) with respect to any other provision in this Article Sixth relating to stockholders’
rights or pre-Business Combination activity, the holders of IPO Shares shall be provided with the opportunity to redeem their IPO Shares
upon the approval of any such amendment, at the per-share price specified in paragraph C.”
4. | That thereafter, said amendment was duly adopted by the affirmative
vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section
242 of the DGCL. |
IN WITNESS WHEREOF, the corporation has
caused this Certificate of Amendment to be signed this day of June 30, 2023.
|
|
|
|
Name: Jonathan P. Myers |
|
Title: Chief Executive Officer |
|
- 2 -
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 this Amendment, but not specifically defined
in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated September 29,
2022, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, $53,520,950 of the gross proceeds from
the IPO and sale of the Private Placement Units was deposited into the Trust Account;
WHEREAS, Section 1(i) of the Trust Agreement provides
that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x)
receipt of, and only in accordance with, the terms of a Termination Letter; or (y) the date which is 9 months after the closing of the
IPO, or, in the event that the Company extended the time to complete the Business Combination for up to 21 months from the Closing but
has not completed the Business Combination within such 21 month period, as applicable, the 21 month anniversary, as applicable, of the
Closing, provided a Termination Letter has not been received by the Trustee prior to such date;
WHEREAS, Section 7(c) of the Trust Agreement provides
that Section 1(i) of the Trust Agreement may not be modified, amended or deleted without the affirmative vote of at least a sixty-five
percent (65%) or more of the then outstanding shares of Common Stock, par value $0.0001 per share, of the Company, voting together as
a single class;
WHEREAS, the Company obtained the requisite vote
of the stockholders of the Company to approve this Amendment; and
WHEREAS, each of the Company and Trustee desire
to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual
agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:
1. | Amendment to Section 1(i). Section 1(i) of the Trust
Agreement is hereby amended and restated in its entirety as follows: |
“(i) Commence liquidation of the Trust Account
only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a
form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President,
Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form
substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Ladenburg, and complete the liquidation of the
Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred
to therein; or provided, however, that in the event that a Termination Letter has not been received by the Trustee by the 9-month anniversary
of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination
up to the 22-month anniversary from the closing of the IPO by depositing the lesser of $0.033 per outstanding share and $80,000 for the
initial one-month extension, and depositing the lesser of $0.033 per outstanding share and $80,000 for each 1-month extension, but has
not completed the Business Combination within such additional period, as applicable, the 9-month anniversary of the Closing plus such
extensions (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth
in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.”
2. | Addition of Section 1(n). A new Section 1(n) shall
be added as follows: |
“(m) Upon receipt of an extension letter
(“Extension Letter”) substantially similar to Exhibit F hereto at least five days prior to the applicable termination
date (as may be extended in accordance with Section 1(i)), signed on behalf of the Company by an executive officer, and receipt of the
dollar amount specified in the Extension Letter on or prior to such termination date (if and as applicable), to follow the instructions
set forth in the Extension Letter.”
3. | Amendments to Definitions. |
(i) Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended
and restated in their entirety:
“Trust Agreement” shall
mean that certain Investment Management Trust Agreement, dated September 29, 2022, by and between Qomolangma Acquisition Corp. and American
Stock Transfer & Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement dated June 30, 2023.”;
and
(ii) The term “Property”
shall be deemed to include any Contribution paid to the Trust Account in accordance with the terms of the Amended and Restated Certificate
of Incorporation and the Trust Agreement.
4. | Addition of Exhibit F. A new Exhibit F of the Trust
Agreement is hereby added as follows: |
EXHIBIT F
[Letterhead of Company]
[Insert date]
American Stock Transfer & Trust Company
6201 15th Street
Brooklyn, New York 11219
Attn: [___________________]
Re: Trust Account — Extension Letter
Dear [___________________]:
Pursuant to paragraphs 1(i) and 1(j) of the Investment
Management Trust Agreement between Qomolangma Acquisition Corp. (the “Company”) and American Stock Transfer
& Trust Company (the “Trustee”), dated as of October 4, 2022, as amended by the Amendment No. 1, dated June
30, 2023 (the “Trust Agreement”), this is to advise you that the Company is extending the time available in
order to consummate a Business Combination with the Target Businesses for an additional [●] month[s], from [●], 2023 to [●],
2023] (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed
to them in the Trust Agreement. This Extension Letter shall serve as the notice required with respect to Extension prior to the applicable
termination date (as may be extended in accordance with Section 1(i) of the Trust Agreement). In accordance with the terms of the Trust
Agreement, we hereby authorize you to deposit the contribution in the amount of $[●] for such [three-month] [one-month] extension
until [●], 2023 (the “Contribution”), unless the Closing of the Company’s initial business combination
shall have occurred, which will be wired to you, into the Trust Account investments upon receipt.
Very truly yours,
Qomolangma Acquisition Corp.
5.1. | Successors. All the covenants and provisions of this
Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors
and assigns. |
5.2. | Severability. This Amendment shall be deemed severable,
and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision
as may be possible and be valid and enforceable. |
5.3. | Applicable Law. This Amendment shall be governed by
and construed and enforced in accordance with the laws of the State of New York. |
5.4. | Counterparts. This Amendment may be executed in several
original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
5.5. | Effect of Headings. The section headings herein are
for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
5.6. | Entire Agreement. The Trust Agreement, as modified
by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements,
promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements,
understandings, arrangements, promises and commitments are hereby canceled and terminated. |
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have duly executed
this Amendment as of the date first written above.
QOMOLANGMA ACQUISITION CORP.
AMERICAN STOCK TRANSFER & TRUST COMPANY, as Trustee
- 4 -
v3.23.2
Cover
|
Jun. 29, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jun. 29, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-41518
|
Entity Registrant Name |
QOMOLANGMA
ACQUISITION CORP.
|
Entity Central Index Key |
0001894210
|
Entity Tax Identification Number |
86-3733656
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1178
Broadway
|
Entity Address, Address Line Two |
3rd
Floor
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10001
|
City Area Code |
646
|
Local Phone Number |
791-7587
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Units, each consisting of one Share of Common Stock, $0.0001 par value, one redeemable warrant, and one right |
|
Title of 12(b) Security |
Units,
each consisting of one Share of Common Stock, $0.0001 par value, one redeemable warrant, and one right
|
Trading Symbol |
QOMOU
|
Security Exchange Name |
NASDAQ
|
Shares of Common Stock, $0.0001 par value |
|
Title of 12(b) Security |
Shares
of Common Stock, $0.0001 par value
|
Trading Symbol |
QOMO
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants, each warrant exercisable for one Share of Common Stock, at an exercise price of $11.50 per share |
|
Title of 12(b) Security |
Redeemable
warrants, each warrant exercisable for one Share of Common Stock, at an exercise price of $11.50 per share
|
Trading Symbol |
QOMOW
|
Security Exchange Name |
NASDAQ
|
Rights to receive one-tenth (1/10 |
|
Title of 12(b) Security |
Rights
to receive one-tenth (1/10th) of one Share of Common Stock
|
Trading Symbol |
QOMOR
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=QOMO_UnitsEachConsistingOfOneShareOfCommonStock0.0001ParValueOneRedeemableWarrantAndOneRightMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=QOMO_SharesOfCommonStock0.0001ParValueMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=QOMO_RedeemableWarrantsEachWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=QOMO_RightsToReceiveOnetenth110Member |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Qomolangma Acquisition (NASDAQ:QOMOU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Qomolangma Acquisition (NASDAQ:QOMOU)
Historical Stock Chart
From Jul 2023 to Jul 2024