Exhibit
4.4


 


NUMBER      ___________


 


QOMOLANGMA
ACQUISITION CORP.


A
DELAWARE CORPORATION


 


Form
of


 


RIGHTS
CERTIFICATE


 


SEE
REVERSE FOR


CERTAIN
DEFINITIONS


 


CUSIP
[___________]


 


This
Rights Certificate certifies that             , or registered
assigns, is the registered holder of a right or rights (the “Right”) to automatically receive one-tenth of
one share of common stock, par value $0.0001 per share (“Common Stock”), of Qomolangma Acquisition Corp. (the
“Company”) for each Right evidenced by this Rights Certificate on the Company’s completion of an initial
business combination (as defined in the final prospectus relating to the Company’s initial public offering (“Prospectus”)
upon surrender of this Rights Certificate pursuant to the Rights Agreement between the Company and American Stock Transfer & Trust
Company, LLC, as Rights Agent (the “Rights Agent”). In no event will the Company be required to net cash settle
any Right or issue a fractional share of Common Stock.


 


Upon
liquidation of the Company in the event an initial business combination is not consummated during the required period as identified in
the Company’s Amended and Restated Certificate of Incorporation, the Rights shall expire and be worthless. The holder of a Right
shall have no right or interest of any kind in the Company’s trust account (as defined in the Prospectus).


 


Upon
due presentment for registration of transfer of the Right Certificate at the office or agency of American Stock Transfer & Trust
Company, LLC, the Rights Agent, a new Right Certificate or Right Certificates of like tenor and evidencing in the aggregate a like number
of Rights shall be issued to the transferee in exchange for this Right Certificate, without charge except for any applicable tax or other
governmental charge. The Company shall not issue fractional shares upon exchange of Rights. The Company reserves the right to deal with
any fractional entitlement at the relevant time in any manner (as provided in the Rights Agreement).


 


The
Company and the Rights Agent may deem and treat the registered holder as the absolute owner of this Right Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any conversion hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the Rights Agent shall be affected by any notice to the contrary.


 


This
Right does not entitle the registered holder to any of the rights of a stockholder of the Company. This Right shall be governed by and
construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.


 


Dated:


 


	 	SEAL	 
	SECRETARY	 	CHIEF
    EXECUTIVE OFFICER


 






     


     


    

 


The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:



 


	TEN
    COM – as tenants in common	UNIF
    GIFT MIN ACT - Custodian


 


	TEN
    ENT –	as
    tenants by the entireties (Cust)         (Minor)	 
	JT
    TEN –	as
    joint tenants with right of survivorship and not as tenants in common	under
    U.S. Uniform Gifts to Minors Act


 


Additional
Abbreviations may also be used though not in the above list.


 


QOMOLANGMA
ACQUISITION CORP.


 


The
Company will furnish without charge to each security holder who so requests the powers, designations, preferences and relative, participating,
optional or other special rights of each class of equity securities or series thereof of the Company and the qualifications, limitations,
or restrictions of such preferences and/or rights. This certificate and the rights represented thereby are issued and shall be held subject
to all the provisions of the Rights Agreement, the Company’s Amended and Restated Certificate of Incorporation and all amendments
thereto and resolutions of the Board of Directors providing for the issuance of securities (copies of which may be obtained from the
secretary of the Company), to all of which the holder of this certificate by acceptance hereof assents.


 


For
value received,            hereby sell(s), assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE(S))


 


	 


 


	Rights
    represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said rights on the
    books of the within named Company will full power of substitution in the premises.


 


Dated:
___________________________


 


		Notice:	The
                                            signature to this assignment must correspond with the name as written upon the face of the
                                            certificate in every particular, without alteration or enlargement or any change whatever.



 


Signature(s)
Guaranteed:


 


	 	 



 

THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES ACT
OF 1933, AS AMENDED).


 


The
holder of this certificate shall have no right or interest of any kind in or to the funds held in the Company’s trust fund (as
defined in the Prospectus).