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                             April 27, 2022

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

                                                        Re: Qomolangma
Acquisition Corp.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted March 23,
2022
                                                            CIK No. 0001894210

       Dear Mr. Myers:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amended Draft Registration Statement on Form S-1

       Cover Page

   1.                                                   We note your statement
on the cover page that you will not undertake our initial business
                                                        combination with any
PRC entity with a variable interest entity, or VIE, structure. Please
                                                        revise your disclosure
to clarify that this may therefore limit the pool of acquisition
                                                        candidates in the PRC.
Describe clearly any potential limitations this may place upon
                                                        your business
combination opportunities relative to other special purpose acquisition
                                                        companies and include
appropriate risk factor disclosure.
   2.                                                   We note the disclosure
added to the cover page that we "will not conduct an initial
                                                        business combination
with any target company that     has an auditor that the Public
                                                        Company Accounting
Oversight Board, or PCAOB, is unable to fully inspect." We also
 Jonathan Myers
FirstName   LastNameJonathan
Qomolangma     Acquisition Corp.Myers
Comapany
April       NameQomolangma Acquisition Corp.
       27, 2022
April 227, 2022 Page 2
Page
FirstName LastName
         note similar statements throughout your prospectus. Please clarify
what you mean by this
         statement and how you will guarantee compliance with this requirement.
3.       We note your revised disclosure that VIEs are a series of contractual
arrangements used to
         provide the economic benefits of and control with respect to foreign
investment in
         Chinese-based companies. Given that the VIEs are a series of
contractual arrangements,
         please clarify your reference to "control" with respect to foreign
investment in Chinese-
         based companies.
4.       We note your disclosure that your sponsor and certain members of your
Board of
         Directors and management have significant business ties to or are
based in the People   s
         Republic of China. Given the risks of doing business in the PRC,
please revise the cover
         page to disclose that the location of your sponsor and executive
officers and directors may
         make you a less attractive partner to a non-China or non-Hong Kong
based target
         company, which may therefore make it more likely for you to consummate
a business
         combination in the PRC.
5.       Refer to prior comment 5. In addressing how the HFCAA may impact the
company
         please disclose on the cover page that an exchange may determine to
delist your securities.
Summary, page 1

6.       Please provide expanded disclosure in response to prior comment 6
which clearly
         describes the restrictions on foreign exchange and your ability to
transfer cash between
         entities, across borders, and to U.S. investors that may apply after a
business combination
         with a company based in China. We note your statement that the PRC
government also
         imposes controls on the conversion of the Renminbi, or RMB, the legal
currency of the
         PRC, into foreign currencies.
7.       We note that many of your officers and directors are located outside
of the United States.
         Please include a separate section on enforcement of liabilities
addressing the ability of
         shareholders to enforce their legal rights under United States
securities laws. Please also
         include a risk factor.
8.       Please disclose in the Prospectus Summary that the legal and
regulatory risks associated
         with being based in China may make you a less attractive partner in an
initial business
         combination than a SPAC without any ties to China or Hong Kong. Please
also state that
         your ties to China may make it harder for you to complete an initial
business combination
         with a target company without any such ties. Please also state this in
the summary risk
         factors, as well as in the Risk Factors.
Risk Factors, page 31

9.       Please update your disclosure to reflect that the Commission adopted
rules to implement
         the HFCAA and clearly disclose that, pursuant to the HFCAA, the PCAOB
has issued its
         report notifying the Commission of its determination that it is unable
to inspect or
         investigate completely accounting firms headquartered in mainland
China or Hong Kong.
 Jonathan Myers
Qomolangma Acquisition Corp.
April 27, 2022
Page 3
      Refer to the second sentence of prior comment 14.
       You may contact Ruairi Regan at 202-551-3269 or David Link at
202-551-3356 if you
have questions regarding these comments.



                                                          Sincerely,
FirstName LastNameJonathan Myers
                                                          Division of
Corporation Finance
Comapany NameQomolangma Acquisition Corp.
                                                          Office of Real Estate
& Construction
April 27, 2022 Page 3
cc:       Christopher S. Auguste, Esq.
FirstName LastName