UNITED ~~STATES~~ ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

~~Form~~SECURITIES AND ~~8-K~~EXCHANGE COMMISSION

~~Current Report~~Washington, ~~Pursuant~~D.C. ~~to Section 13 or 15(d) of the Securities Exchange Act of 1934~~20549

~~August 26, 2024~~FORM ~~Date of Report (Date of earliest event reported)~~8-K

~~QOMOLANGMA ACQUISITION CORP.~~CURRENT ~~(Exact Name of Registrant as Specified in Charter)~~REPORT

Delaware	001-41518	86-3733656
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~1178 Broadway, 3rd Floor~~SECURITIES ~~New~~EXCHANGE ~~York,~~ACT ~~New~~OF ~~York 10001 (Address of Principal Executive Offices, and Zip Code)~~1934

Date of Report (~~646)~~Date ~~791-7587 Registrant’s~~of ~~Telephone~~earliest ~~Number,~~event ~~Including~~reported): ~~Area~~January ~~Code~~3, 2025

~~Not Applicable~~QOMOLANGMA ~~(Former~~ACQUISITION ~~Name or Former Address, if Changed Since Last Report)~~CORP.

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

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

Delaware

001-41518

86-3733656

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

☐1178 Broadway, ~~Soliciting~~3rd Floor New ~~material~~York, New ~~pursuant~~York ~~to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~10001

~~☐ Pre-commencement communication pursuant to Rule 14d-2~~(b)Address of ~~under~~principal ~~the~~executive ~~Exchange~~offices, ~~Act~~including ~~(17~~zip ~~CFR 240.14d-2(b~~code))

☐Registrant’s telephone ~~Pre-commencement~~number, ~~communication~~including ~~pursuant~~area tocode: ~~Rule 13e-4~~(c646) ~~under the Exchange Act (17 CFR 240.13e~~791-~~4(c))~~7587

~~Securities~~Not ~~registered pursuant to Section 12(b) of the Act:~~Applicable

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		QOMO		The Nasdaq Stock Market LLC

(Former name or former address, if changed since last report)

~~Indicate~~Check the byappropriate ~~check~~box ~~mark~~below ~~whether~~if the ~~registrant is~~Form an8-K ~~emerging~~filing ~~growth~~is ~~company~~intended asto ~~defined~~simultaneously insatisfy ~~Rule 405 of~~ the ~~Securities~~filing ~~Act~~obligation of ~~1933~~the ~~(17~~registrant ~~CFR~~under any ~~§230.405) or Rule 12b-2~~ of the ~~Securities Exchange~~following ~~Act of 1934 (17 CFR §240.12b-2).~~provisions:

☐	Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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

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

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~~Securities registered ~~3.01.~~pursuant ~~Notice of Delisting or Failure~~ to ~~Satisfy~~Section a12(b) ~~Continued Listing Rule or Standard; Transfer~~ of ~~Listing.~~the Act:

On August 26, 2024, Qomolangma Acquisition Corp. (the “Company”) received written notice from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer complies with the Nasdaq Capital Market continued listing criteria set forth in Listing Rule 5550(a)(3) (the “Listing Rule”), which requires the Company to maintain a minimum of 300 public holders (the “Notice”). The Notice additionally indicates that the Company has 45 calendar days, or until October 10, 2024, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, then Nasdaq may grant the Company 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		QOMO		The Nasdaq Stock Market LLC

~~This~~Item 3.01 Notice ~~has no immediate effect on the listing~~ of ~~the~~Delisting ~~Company’s~~or ~~shares~~Failure ~~on Nasdaq. However, if the Company fails~~ to ~~timely~~Satisfy ~~regain compliance with the Listing Rule, the Company’s common stock will be subject to delisting from Nasdaq. While the Company can provide no assurances as to timing, the Company intends to submit~~ a ~~plan~~Continued ~~to regain compliance within the 45-calendar-day submission period, and, if Nasdaq accepts the plan to regain compliance, to subsequently regain compliance with the~~ Listing Rule ~~within~~or ~~the~~Standard; ~~180-calendar-day~~Transfer ~~compliance period. While the Company is exercising diligent efforts to maintain the listing~~ of ~~its securities on the Nasdaq Capital Market, there can be no assurance that the Company will be able to regain or maintain compliance with the~~ Listing ~~Rule~~.

~~Forward-Looking~~On January ~~Statements~~3, 2025, Qomolangma Acquisition Corp. (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.

~~This~~As previously reported by the Company on Form 8-K ~~contains~~filed ~~forward-looking~~with ~~statements, including~~the ~~statements~~Commission ~~about~~on ~~the~~August ~~financial~~30, ~~condition~~2024, ~~results~~on ofAugust ~~operations~~26, ~~earnings~~2024, ~~outlook~~the ~~and~~Company ~~prospects~~received ofwritten notice from the ~~Company.~~Listing InQualifications ~~addition, any~~Staff ~~statements~~of Nasdaq (the “Staff”) indicating that ~~refer~~the toCompany ~~projections,~~no ~~forecasts~~longer orcomplied ~~other~~with ~~characterizations~~the ofNasdaq Capital ~~future~~Market ~~events~~continued orlisting ~~circumstances,~~criteria ~~including~~set ~~any~~forth ~~underlying assumptions~~in Listing Rule 5550(a)(3), ~~are~~which ~~forward-looking~~requires ~~statements.~~the ~~Forward-looking~~Company ~~statements~~to ~~are~~maintain ~~typically~~a ~~identified~~minimum of by300 ~~words~~public ~~such~~holders as(the “~~plan,~~Notice” ~~“believe,”~~). ~~“expect,”~~The ~~“anticipate,”~~Notice ~~“intend,”~~provided ~~“outlook,”~~the ~~“estimate,” “forecast,”~~Company ~~“project,”~~with ~~“continue,”~~45 ~~“could,”~~calendar ~~“may~~days,” ~~“might~~or until October 10,” ~~“possible~~2024,” to ~~“potential,”~~submit ~~“predict~~a plan to regain compliance. On November 13,” ~~“should~~2024,” ~~“would”~~the ~~and~~Staff ~~other~~issued ~~similar~~a ~~words~~follow-up ~~and~~letter ~~expressions,~~to ~~but~~the Company advising that the Staff determined that it was unable to grant the ~~absence~~Company’s request for continued listing on Nasdaq following its review of ~~these~~the ~~words~~materials submitted ~~does~~on ~~not~~October ~~mean~~15, 2024 in response to the Notice. The Staff’s letter advised that ait ~~statement~~would isinitiate procedures to delist the Company’s securities from Nasdaq. The Company’s board determined that it would not ~~forward-looking~~appeal this determination. Trading of the Company’s Common Stock was suspended by Nasdaq at the opening of business on November 19, 2024.

~~The forward-looking statements are based on the~~Item ~~current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement~~7.01 ~~There~~Regulation ~~can~~FD ~~be no assurance that future developments will be those that have been anticipated~~Disclosure. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These factors include, without limitation, our ability to respond in a timely and satisfactory manner to the inquiries by Nasdaq, our ability to regain compliance with the Listing Rule and our ability to become current with our reports with the SEC. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to our filings with the SEC. Forward-looking statements represent management’s current expectations and are inherently uncertain. Except to the extent required by applicable law, we do not undertake any obligation to update or revise forward-looking statements made by us to reflect subsequent events or circumstances.

On January 6, 2025, the Company issued a press release to announce the notice to Nasdaq and 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 the Company will not consummate an initial business combination within the time period required by its Amended and Restated Certificate of Incorporation. A copy of an announcement by the Company related to such determination is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 97.01 and Exhibit 99.1 ~~Financial~~shall ~~Statements~~not ~~and~~be ~~Exhibits~~deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

~~(c) Exhibits:~~Forward-Looking Statements

Exhibit No.		Description
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

This report may include, and oral statements made from time to time by representatives of Qomolangma may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on July 2, 2024. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

1Item 9.01 Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits.

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.

Exhibit Number		Description
99.1		Press Release dated January 6, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Qomolangma Acquisition Corp.
Dated: August 30, 2024	By:	/s/ Jonathan P. Myers
	Name:	Jonathan P. Myers
	Title:	Chief Executive Officer

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Qomolangma Acquisition Corp.

Date: January 8, 2025	By:	/s/ Jonathan P. Myers
	Name:	Jonathan P. Myers
	Title:	Chief Executive Officer

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