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 June 23, 2025

Kong Wai Yap
Chief Financial Officer
Starry Sea Acquisition Corp
418 Broadway #7531
Albany, NY 12207

 Re: Starry Sea Acquisition Corp
 Registration Statement on Form S-1
 Filed June 12, 2025
 File No. 333-287976
Dear Kong Wai Yap:

 We have reviewed your registration statement and have the following
comments.

 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 21,
2025 letter on
your draft registration statement.

Registration Statement on Form S-1 filed June 12, 2025
Risk Factors
Risks Associated with Our Business
Our letter agreement with our sponsor, officers and directors may be amended
without
shareholder approval., page 52

1. We note your disclosure in response to prior comment 4. Please expand
your
 disclosure to address the difficulty that a replacement sponsor may have
in finding a
 business combination target.
Executive Officer and Director Compensation, page 129

2. We note the form of the employment agreement filed as Exhibit 10.8 and
the form of
 the director service agreement filed as Exhibit 10.9. Please revise this
section to
 June 23, 2025
Page 2

 clearly disclose any compensation arrangements that have been entered
into or that
 will be entered into after the completion of this offering with the
executive officers
 and directors. See Item 402 of Regulation S-K. Please also revise the
cover page,
 summary, and the table on page 128 as required by Items 1602(a)(3),
1602(b)(6), and
 1603(a)(6) of Regulation S-K.
General

3. We note the exclusive forum provision in the form of the second amended
and
 restated memorandum and articles of association. Please provide clear
disclosure of
 this provision, including whether it applies to federal securities law
claims, and any
 risks to shareholders.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Jia Yan
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