FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Qomolangma Investments LLC		 2. Date of Event Requiring Statement (MM/DD/YYYY)
9/29/2022 

 3. Issuer Name and Ticker or Trading Symbol

Qomolangma Acquisition Corp. [QOMO]
(Last)        (First)        (Middle)

C/O QOMOLANGMA ACQUISITION CORP., 1178 BROADWAY, 3RD FLOOR		 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          ___X___ 10% Owner
_____ Officer (give title below)        _____ Other (specify below)
(Street)

NEW YORK, NY 10001      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 1512623 (1)(2)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)		2. Date Exercisable and Expiration Date
(MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Qomolangma Investments LLC
C/O QOMOLANGMA ACQUISITION CORP.
1178 BROADWAY, 3RD FLOOR
NEW YORK, NY 10001
X

Zhang Guojian
C/O QOMOLANGMA ACQUISITION CORP.
1178 BROADWAY, 3RD FLOOR
NEW YORK, NY 10001
X
Signatures
/s/ Guojian Zhang, Qomolangma Investments LLC, by Guojian Zhang, its Manager3/3/2023
**Signature of Reporting PersonDate

/s/ Guojian Zhang3/3/2023
**Signature of Reporting PersonDate
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).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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