SEC Comment Letter 0000000000-25-002700 to Quartzsea Acquisition Corp (QSEA)

Quartzsea Acquisition Corp
Date: March 12, 2025 · CIK: 0002047455 · Accession: 0000000000-25-002700

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File numbers found in text: 333-285152

Date

March 12, 2025

Author

Division of

Form

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Company

Quartzsea Acquisition Corp

Letter

Re: Quartzsea Acquisition Corp Amendment No. 1 to Registration Statement on Form S-1 Filed March 11, 2025 File No. 333-285152 Dear Qi Gong:

March 12, 2025

Qi Gong Chief Executive Officer Quartzsea Acquisition Corp 1185 Avenue of the Americas, Suite 304 New York, NY 10036

We have reviewed your amended registration statement and have the following comment.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement filed March 11, 2025 General

1. In appropriate locations in the registration statement, please add disclosure regarding the exclusive forum provisions in the Post-offering Memorandum and Articles of Association and the Rights Agreement. March 12, 2025 Page 2

Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if you have questions regarding the financial statements and related matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Cassi Olson

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<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

Qi Gong
Chief Executive Officer
Quartzsea Acquisition Corp
1185 Avenue of the Americas, Suite 304
New York, NY 10036

 Re: Quartzsea Acquisition Corp
 Amendment No. 1 to Registration Statement on Form S-1
 Filed March 11, 2025
 File No. 333-285152
Dear Qi Gong:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Amendment No. 1 to Registration Statement filed March 11, 2025
General

1. In appropriate locations in the registration statement, please add
disclosure regarding
 the exclusive forum provisions in the Post-offering Memorandum and
Articles of
 Association and the Rights Agreement.
 March 12, 2025
Page 2

 Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if
you have questions regarding the financial statements and related matters.
Please contact
Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Cassi Olson
</TEXT>
</DOCUMENT>

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