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NEW YORK, NY, Jan. 06, 2025 (GLOBE NEWSWIRE) -- 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 (the “public shares”), effective as of December 27, 2024, because Qomolangma will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”).
“Our board made the difficult decision to proceed with a liquidation because we believe doing so is in the best interest of our stockholders,” said Jonathan Myers, CEO of Qomolangma. “We met with many strong companies over the last two years and signed an LOI on a very promising transaction, which ultimately did not result in a definitive agreement. However, current market dynamics and our sponsor’s inability to continue to fund the extension payments persuaded us that the prudent decision was to return to stockholders the capital held in trust, with interest, on our original timeline rather than seek a further extension.”
Delisting of the Company
On January 3, 2025, the Company notified The Nasdaq Stock Market (“Nasdaq”) that the Company seeks a voluntary delisting. The Company expects that Nasdaq will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities, and that the delisting will become effective ten days after Nasdaq files the Form 25 with the Commission to complete the delisting. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.
As stated in the Company’s registration statement on Form S-1, effective as of September 29, 2022, and in the Company’s Amended and Restated Certificate of Incorporation, as amended through the third amendment thereof, if the Company is unable to complete an initial business combination within 36 months of the closing of the Company’s initial public offering, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account (net of amounts withdrawn by the Company to pay its taxes and less up to $50,000 of such net interest to pay dissolution expenses), including interest, by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the holders of the public shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors of the Company in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware, as amended from time to time, to provide for claims of creditors and other requirements of applicable law.