July 16, 2024

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

       Re: Qomolangma Acquisition Corp.
           Preliminary Proxy Statement on Schedule 14A
           Filed July 9, 2024
           File No. 001-41518
Dear Jonathan Myers:

       We have reviewed your filing and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

      After reviewing your response and any amendment you may file in response
to this letter,
we may have additional comments.

Preliminary Proxy Statement on Schedule 14A filed July 9, 2024
Risk Factors, page 2

1.     We note that you are seeking to extend your termination date to February
4, 2026, a date
       which is 40 months from your initial public offering. We also note that
you are listed on
       The Nasdaq Capital Market and that Nasdaq IM-5101-2 requires that a
special purpose
       acquisition company complete one or more business combinations within 36
months of
       the effectiveness of its IPO registration statement. Please revise to
explain that the
       proposal to extend your termination deadline to February 4, 2026 does
not comply
       with this rule, or advise, and to disclose the risks of your
non-compliance with this rule,
       including that your securities may be subject to suspension and
delisting from The Nasdaq
       Capital Market. Further, we note disclosure in your Current Report on
Form 8-K filed
       July 11, 2024 that you received a delinquency notification letter
regarding your non-
       compliance with the Nasdaq listing rules resulting from your failure to
timely file your
       Form 10-Q for the period ended March 31, 2024, which we note still has
not been filed. In
 July 16, 2024
Page 2


       this regard, please also include risk factor disclosure regarding all
current facts and
       circumstances that could impact the nature and timing of the company's
delisting from
       The Nasdaq Capital Market.
2.     With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
       has substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
       addresses how this fact could impact your ability to complete your
initial business
       combination. For instance, discuss the risk to investors that you may
not be able to
       complete an initial business combination with a U.S. target company
should the
       transaction be subject to review by a U.S. government entity, such as
the Committee on
       Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that
       as a result, the pool of potential targets with which you could complete
an initial business
       combination may be limited. Further, disclose that the time necessary
for government
       review of the transaction or a decision to prohibit the transaction
could prevent you from
       completing an initial business combination and require you to liquidate.
Disclose the
       consequences of liquidation to investors, such as the losses of the
investment opportunity
       in a target company, any price appreciation in the combined company, and
the warrants,
       which would expire worthless.
        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.

       Please contact Pearlyne Paulemon at 202-551-8714 or Isabel Rivera at
202-551-3518
with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   Christopher S. Auguste