Christopher S. Auguste Partner T 212.715.9265
cauguste@kramerlevin.com | 1177 Avenue of the Americas T 212.715.9100 F 212.715.8000 |
September 19, 2022
VIA EDGAR CORRESPONDENCE
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate &Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ruairi Regan
Re: | Qomolangma Acquisition Corp. |
Amendment No. 5 to Registration Statement on Form S-1
Filed September 19, 2022
File No. 333-265447
Dear Mr. Regan:
We have filed today Amendment No. 5 to the registration statement on Form S-1 (the “Registration Statement”) filed by Qomolangma Acquisition Corp. (the “Registrant”). The purpose of the filing is to (i) clarify that the private placement warrants are redeemable on the same basis as the public warrants and to update Exhibit 4.5 (Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant) to reflect the changes we made to the registration statement in Amendment No. 5 and (ii) provide that proceeds placed in the trust account may not be used to pay any possible excises taxes, including any excise taxes payable under the Inflation Reduction Act.
If you have any questions or comments, please do not hesitate to contact me at (212)715-9265.
Sincerely,
/s/ Christopher S. Auguste | |
CSA:mh |
cc: | Jonathan Myers |