Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Qomolangma Acquisition Corp.
(Name of Issuer)
Units
(Title of Class of Securities)
74738V204
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
Rule 13d-1(b)
x Rule 13d-1(c)
Rule 13d-1(d)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing on this
form with respect to the subject class of securities,
and for any subsequent amendment containing information
which would alter the disclosures provided in a
prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall
be subject to all other provisions of the Act
(however, see the Notes).
Continued on following pages
Page 1 of 4 Pages
CUSIP NO. 74738V204 Page 2 of 4 Pages
CUSIP No. 74738V204
(1) Names of reporting persons Space Summit Capital LLC
(2) Check the appropriate box if a member of a group (a)
(see instructions) (b)
(3) SEC use only
(4) Citizenship or place of organization Delaware
Number of shares beneficially owned by each reporting person with:
(5) Sole voting power 0
(6) Shared voting power 0
(7) Sole dispositive power 0
(8) Shared dispositive power 0
(9) Aggregate amount beneficially owned by each reporting person 0
(10) Check if the aggregate amount in Row (9) excludes certain shares
(see instructions)
(11) Percent of class represented by amount in Row (9) 0%
(12) Type of reporting person (see instructions) IA
* Based on a total of 3,575,635 shares outstanding of the
Issuer as set forth in the Issuer's
most recent 10Q, Filed November 13, 2023.
Item 1(a). Name of Issuer:
Qomolangma Acquisition Corp. (the Issuer).
Item 1(b). Address of the Issuer's Principal Executive Offices:
1178 BROADWAY, 3RD FLOOR, NEW YORK, NY, 10001
Item 2(a). Name of Person Filing
Space Summit Capital LLC (the Reporting Person)
Item 2(b). Address of Principal Business Office or, if None, Residence:
15455 Albright Street, Pacific Palisades, CA 90272
Item 2(c). Citizenship:
The Reporting Person is a Delaware limited liability company.
Item 2(d).
Title of Class of Securities:
Units (the Shares).
CUSIP NO. 74738V204 Page 3 of 4 Pages
Item 2(e). CUSIP Number: 74738V204
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c),
check whether the person filing is a:
(a) o Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) o Bank as defined in section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c) o Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c).
(d) o Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C 80a-8).
(e) o An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) o An employee benefit plan or endowment
fund in accordance with 240.13d-1(b)(1)(ii)(F);
(g) o A parent holding company or control person in accordance with
240.13d-1(b)(1)(ii)(G);
(h) o A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) o A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);Page 5 of 6 pages
(j) o Group, in accordance with 240.13d-1(b)(1)(ii)(J)
Item 4. Ownership:
Item 4(a).
Amount Beneficially Owned:
As of the date hereof, the Reporting Person may be deemed to be
the beneficial owner of 0 Shares.
Item 4(b).
Percent of Class:
As of the date hereof, the Reporting Person may be deemed to be the beneficial
owner of 0% of the total number of Shares outstanding.
CUSIP NO. 74738V204 Page 4 of 4 Pages
Item 4(c). Number of shares as to which such person has:
Space Summit Capital LLC
(i) Sole power to vote or direct the vote 0
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of 0
(iv) Shared power to dispose or to direct the disposition of 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the
securities, check the following (X).
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This Item 9 is not applicable.
Item 10. Certification:
By signing below the Reporting Person certifies that, to the best
of such person's knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any
transaction having such purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge
and belief, the undersigned certifies that the information
set forth in this statement is true, complete and correct.
Date: 2/5/2024 Space Summit Capital LLC
By: /s/ Keith Fleischmann
Keith Fleischmann
Managing Member