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Christopher S. Auguste Partner T 212.715.9265 cauguste@kramerlevin.com | 1177 Avenue of the Americas New York, NY 10036 T 212.715.9100 F 212.715.8000 |
September 26, 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. 6 to Registration Statement on Form S-1
Filed September 26, 2022
File No. 333-265447
Dear Mr. Regan:
We have filed today Amendment No. 6 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 revise the warrant agreement (Exhibit 4.5) to provide that no cashless exercise will be permitted under Section 7.4 of the warrant agreement if the fair market value of the registrant’s shares is less than the exercise price of the warrant. Accordingly, Amendment No. 6 is an exhibits-only filing to update Exhibit 4.5 (Form of Warrant Agreement between American Stock Transfer & Trust Company, LLC and the Registrant).
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