Exhibit 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
Unaudited Pro Forma Balance Sheet as of October 7, 2022 | F-2 | |
Notes to Unaudited Pro Forma Financial Statement | F-3 |
F-1
PRO FORMA BALANCE SHEET
October 4, | Pro Forma Adjustments | As Adjusted | |||||||||||
2022 | (Unaudited) | (Unaudited) | |||||||||||
Assets | |||||||||||||
Current assets | |||||||||||||
Cash | $ | 55,264 | $ | 558,750 | (f) | $ | 325,199 | ||||||
(200,000 | ) | (g) | |||||||||||
(88,725 | ) | (i) | |||||||||||
(90 | ) | (h) | |||||||||||
Prepaid expenses | 243,080 | — | 243,080 | ||||||||||
Total Current Assets | 298,344 | 269,935 | 568,279 | ||||||||||
Investments held in trust account | 51,898,750 | 2,730,000 | (a) | 53,520,950 | |||||||||
88,725 | (b) | ||||||||||||
(47,775 | ) | (c) | |||||||||||
(590,000 | ) | (d) | |||||||||||
(558,750 | ) | (f) | |||||||||||
Total Assets | $ | 52,197,094 | $ | 1,892,135 | $ | 54,089,229 | |||||||
Liabilities, Temporary Equity, and Stockholders’ Equity | |||||||||||||
Current liabilities | |||||||||||||
Due to related party | $ | 243,750 | $ | (88,725 | ) | (i) | $ | 155,025 | |||||
Accrued offering costs | 685,000 | (590,000 | ) | (d) | 95,000 | ||||||||
Promissory note - related party | 200,000 | (200,000 | ) | (g) | — | ||||||||
Total Current Liabilities | 1,128,750 | (878,725 | ) | 250,025 | |||||||||
Deferred underwriting fee payable | 2,000,000 | 109,200 | (c) | 2,109,200 | |||||||||
Total Liabilities | 3,128,750 | (769,525 | ) | 2,359,225 | |||||||||
Commitments and Contingencies | |||||||||||||
Common stock subject to possible redemption, $0.0001 par value; 16,000,000 shares authorized; 5,000,000 shares issued and outstanding at redemption value | 41,108,617 | 2,310,576 | (a) | 43,419,193 | |||||||||
Stockholders’ Equity | |||||||||||||
Common stock, $0.0001 par value; 50,000,000 shares Common stock, $0.0001 par value; 16,000,000 shares authorized; 1,587,623 shares issued and outstanding (excluding 5,000,000 shares subject to possible redemption) | 170 | 1 | (b) | 159 | |||||||||
(12 | ) | (e) | |||||||||||
Additional paid-in capital | 7,972,683 | 419,424 | (a) | 8,323,868 | |||||||||
88,724 | (b) | ||||||||||||
(156,975 | ) | (c) | |||||||||||
12 | (e) | ||||||||||||
Accumulated deficit | (13,126 | ) | (90 | ) | (h) | (13,216 | ) | ||||||
Total Stockholders’ Equity | 7,959,727 | 351,084 | 8,310,811 | ||||||||||
Total Liabilities, Temporary Equity, and Stockholders’ Equity | $ | 52,197,094 | $ | 1,892,135 | $ | 54,089,229 |
The accompanying notes are an integral part of the pro forma financial statement.
F-2
NOTES TO PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Qomolangma Acquisition Corp. (the “Company”) as of October 7, 2022, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on October 7, 2022 as described below.
On October 4, 2022, the Company consummated its initial public offering (“IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”), one redeemable warrant entitling the holder thereof to purchase one share of Common Stock at a price of $11.50 per share and one right to receive one-tenth (1/10) of a share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Qomolangma Investments LLC (the “Sponsor”) of 260,500 units (the “Private Units”), generating total gross proceeds of $2,605,000.
The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any. On October 4, 2022, the underwriters partially exercised the over-allotment option to purchase 273,000 Units (“Over-Allotment Option Units”) at $10.00 per Unit was closed on October 7, 2022 generating total gross proceeds of $2,730,000. On October 7, 2022, simultaneously with the sale of the over-allotment option Units, the Company consummated the private placement of an additional 8,872.50 Private Units generating gross proceeds of $88,725.
A total of $53,520,950 ($10.15 per Unit) of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 4, 2022 and October 7, 2022, were placed in a trust account with American Stock Transfer& Trust acting as trustee.
Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option described above are as follows:
Pro Forma Entries | Debit | Credit | ||||||||
(a) | Investments held in trust account | $ | 2,730,000 | |||||||
Common stock subject to possible redemption | $ | 2,310,576 | ||||||||
Additional paid-in capital | $ | 419,424 | ||||||||
To record sale of 273,000 Over-allotment Units at $10.00 per Unit | ||||||||||
(b) | Investments held in trust account | $ | 88,725 | |||||||
Common stock | $ | 1 | ||||||||
Additional paid-in capital | $ | 88,724 | ||||||||
To record sale of 8,872.50 Additional Private Units at $10.00 per Unit | ||||||||||
(c) | Additional paid-in capital | $ | 156,975 | |||||||
Investments held in trust account | $ | 47,775 | ||||||||
Deferred underwriting fee payable | $ | 109,200 | ||||||||
To record payment of cash underwriting fee and deferred underwriting fee arising from sale of Over-allotment Units | ||||||||||
(d) | Accrued offering costs and expenses | $ | 590,000 | |||||||
Investments held in trust account | $ | 590,000 | ||||||||
To record payment of accrued offering costs | ||||||||||
(e) | Common stock | $ | 12 | |||||||
Additional paid-in capital | $ | 12 | ||||||||
To record forfeiture of founder shares | ||||||||||
(f) | Cash | $ | 558,750 | |||||||
Investments held in trust account | $ | 558,750 | ||||||||
To record net amount received from Trust Account after closing | ||||||||||
(g) | Promissory note – related party | $ | 200,000 | |||||||
Cash | $ | 200,000 | ||||||||
To record repayment of promissory note from the Sponsor | ||||||||||
(h) | Bank service charge | $ | 90 | |||||||
Cash | $ | 90 | ||||||||
To record bank service charge | ||||||||||
(i) | Due to related party | $ | 88,725 | |||||||
Cash | $ | 88,725 | ||||||||
To record payment to the Sponsor |
F-3