Qomolangma Acquisition Corp. will redeem all public shares and delist from Nasdaq, due to failure to complete a business combination.
Quiver AI Summary
Qomolangma Acquisition Corp. has announced the redemption of all its outstanding public shares effective December 27, 2024, as it has been unable to complete a business combination within the allowed timeframe. CEO Jonathan Myers stated that the decision to liquidate was in the best interest of stockholders, following unsuccessful negotiations with potential partners and funding challenges. The company plans to voluntarily delist from Nasdaq and file necessary paperwork to dissolve, with a per-share redemption price set at approximately $10.88. Shareholders will receive their redemption amount upon presenting their shares, while the company's warrants will expire worthless.
Potential Positives
- The decision to redeem all outstanding public shares reflects a commitment to prioritize stockholder interests, allowing them to receive their capital back promptly.
- The redemption amount of approximately $10.88 per share provides a return of capital, which may be seen as a positive outcome for current investors despite the lack of a completed business combination.
- The voluntary delisting from Nasdaq and termination of registration under the Securities Exchange Act demonstrates a decisive action in winding down operations in an orderly manner, which may minimize potential losses for shareholders.
Potential Negatives
- The company is liquidating and redeeming all outstanding public shares because it failed to complete an initial business combination within the required timeframe.
- Qomolangma Acquisition Corp. is voluntarily opting for delisting from Nasdaq, which indicates a significant setback in its operational viability as a publicly-traded company.
- The inability to secure a definitive agreement following a signed LOI on a promising transaction suggests potential management or strategic weaknesses in identifying viable business opportunities.
FAQ
What led to Qomolangma Acquisition Corp.'s decision to redeem shares?
Qomolangma decided to redeem shares due to the inability to complete an initial business combination within the required timeframe.
When will the redemption of public shares take effect?
The redemption of all public shares will be effective as of December 27, 2024.
What is the expected redemption amount for shareholders?
The estimated redemption amount for public shares is approximately $10.88 per share.
Will shareholders have to take action to receive their redemption amount?
Beneficial owners of public shares in "street name" will not need to take any action; the amounts will be processed automatically.
What happens to the company's warrants after the redemption?
The company's warrants will expire worthless, and there will be no redemption rights for them.
Disclaimer: This is an AI-generated summary of a press release distributed by GlobeNewswire. The model used to summarize this release may make mistakes. See the full release here.
$QOMO Hedge Fund Activity
We have seen 2 institutional investors add shares of $QOMO stock to their portfolio, and 5 decrease their positions in their most recent quarter.
Here are some of the largest recent moves:
- RIVERNORTH CAPITAL MANAGEMENT, LLC removed 225,172 shares (-92.0%) from their portfolio in Q3 2024
- METEORA CAPITAL, LLC removed 75,834 shares (-100.0%) from their portfolio in Q3 2024
- ROBINSON CAPITAL MANAGEMENT, LLC removed 22,557 shares (-93.8%) from their portfolio in Q3 2024
- TIDAL INVESTMENTS LLC removed 11,792 shares (-100.0%) from their portfolio in Q3 2024
- CLEAR STREET LLC added 2,164 shares (+58.4%) to their portfolio in Q3 2024
- UBS GROUP AG added 755 shares (+inf%) to their portfolio in Q3 2024
- PENDERFUND CAPITAL MANAGEMENT LTD. removed 32 shares (-100.0%) from their portfolio in Q3 2024
To track hedge funds' stock portfolios, check out Quiver Quantitative's institutional holdings dashboard.
Full Release
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.
Redemption Amount
The per-share redemption price for the public shares will be approximately $10.88 (the “Redemption Amount”), which amount reflects an adjustment of $50,000 of the interest and dividend income from the Company’s trust account to pay dissolution expenses. The balance of the Company’s trust account, including the reduction for the dissolution expenses, was also adjusted for $563,803 in federal taxes due for 2023 and 2024 and $59,172.80 in Delaware taxes owed for 2023 and 2024 which were removed from the trust account prior to the calculation of the Redemption Amount.
The Redemption Amount will be payable to the holders of the public shares upon presentation of their respective stock or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Equiniti Trust Company LLC, formerly known as American Stock Transfer & Trust Company LLC. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. The Company’s sponsor has waived its redemption rights with respect to the outstanding founder shares and private placement warrants.
Forward-Looking Statements
This press release 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 press release are forward-looking statements. When used in this press release, 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.
Contacts:
Qomolangma Acquisition Corp.
Jonathan Myers, CEO
Phone: (318) 747-6340
SOURCE: Qomolangma Acquisition Corp.
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