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                              June 13, 2022

       Jonathan Myers
       Chief Executive Officer
       Qomolangma Acquisition Corp.
       1178 Broadway, 3rd Floor
       New York, New York 10001

                                                        Re: Qomolangma
Acquisition Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed June 6, 2022
                                                            File No. 333-265447

       Dear Mr. Myers:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comment. In our comment, we may ask you to provide us
with information so
       we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this comment, we may have additional comments.

       Form S-1

       Summary
       Enforcement of Liabilities, page 7

   1.                                                   We note your disclosure
regarding the difficulty of enforcing judgments against your
                                                        officers and directors
as several members of your board and management team are located
                                                        in China, are citizens
of China and their assets are located in China. Please disclose this
                                                        risk on the cover page.
Revise your disclosure here, and in the risk factor on page 68, to
                                                        identify each director
and officer residing outside the United States and provide their place
                                                        of residence.
Additionally, include a separate Enforcement of Civil Liabilities section
                                                        within the prospectus
that also provides this information.
 Jonathan Myers
Qomolangma Acquisition Corp.
June 13, 2022
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Ruairi Regan at 202-551-3269 or Brigitte Lippmann at
202-551-3713 if
you have any questions.



                                                           Sincerely,
FirstName LastNameJonathan Myers
                                                           Division of
Corporation Finance
Comapany NameQomolangma Acquisition Corp.
                                                           Office of Real
Estate & Construction
June 13, 2022 Page 2
cc:       Christopher S. Auguste, Esq.
FirstName LastName