SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Qomolangma Investments LLC (Last) (First) (Middle) C/O QOMOLANGMA ACQUISITION CORP. 1178 BROADWAY, 3RD FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/29/2022	3. Issuer Name and Ticker or Trading Symbol Qomolangma Acquisition Corp. [ QOMO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share	1,512,623(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Qomolangma Investments LLC (Last) (First) (Middle) C/O QOMOLANGMA ACQUISITION CORP. 1178 BROADWAY, 3RD FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Zhang Guojian (Last) (First) (Middle) C/O QOMOLANGMA ACQUISITION CORP. 1178 BROADWAY, 3RD FLOOR (Street) NEW YORK NY 10001 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects (i) shares of common stock acquired prior to the initial public offering (the "IPO") of the Issuer and (ii) shares of common stock contained in the 269,373 private placement units acquired by the Sponsor in connection with the consummation of the IPO. Each such unit consists of one share of common stock, one redeemable warrant entitling its holder to purchase one share of common stock at a price of $11.50 per share, and one right to receive one-tenth (1/10th) of one share of common stock upon the consummation of the Issuer's initial business combination.

2. Securities held of record by the Issuer's sponsor, Qomolangma Investments LLC (the "Sponsor"). The securities held by the Sponsor are beneficially owned by Mr. Zhang, the manager of the Sponsor, who has voting and dispositive power over the shares held by the Sponsor. Mr. Zhang disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest.

	/s/ Guojian Zhang, Qomolangma Investments LLC, by Guojian Zhang, its Manager	03/03/2023
	/s/ Guojian Zhang	03/03/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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