September 27, 2022
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance – Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn: Ruairi Regan
| Re: | Qomolangma Acquisition Corp. Registration Statement on Form S-1 File No. 333-265447 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Qomolangma Acquisition Corp., a Delaware corporation (the “Company”), hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:30 p.m., Eastern Time, on September 29, 2022, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kramer Levin Naftalis & Frankel LLP, request by telephone that such Registration Statement be declared effective.
Please contact the undersigned at (646) 791-7587 or Christopher Auguste of Kramer Levin Naftalis & Frankel LLP at (212) 715-9265, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Sincerely, | ||
| Qomolangma Acquisition Corp. | ||
| /s/ Jonathan Myers | ||
| Jonathan Myers | ||
| President and Chief Executive Officer | ||
| cc: | Christopher S. Auguste, Kramer Levin Naftalis & Frankel LLP |
