UPLOAD Filing
STARRY SEA ACQUISITION CORP
Date: July 31, 2025 · CIK: 0002059165 · Accession: 0000000000-25-008070
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287976
Letter
Re: Starry Sea Acquisition Corp Amendment No. 3 to Registration Statement on Form S-1 Filed July 31, 2025 File No. 333-287976 Dear Kong Wai Yap:
July 31, 2025
Kong Wai Yap Chief Financial Officer Starry Sea Acquisition Corp 418 Broadway #7531 Albany, NY 12207
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 the 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 July 30, 2025 letter.
Amendment No. 3 to Registration Statement on Form S-1 filed July 31, 2025 Exhibits
1. We note the revised legality opinion filed as Exhibit 5.1. We note that certain provisions of the directors' certificate, upon which counsel relied without further verification, either assume away the relevant issue or assume away facts that underlie the opinion or are readily ascertainable. For instance, we note paragraphs 3, 4, 5, 10, 12, and 17. Please revise to remove these provisions or advise. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. July 31, 2025 Page 2
Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551- 3856 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: Yanqiu Liu
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> July 31, 2025 Kong Wai Yap Chief Financial Officer Starry Sea Acquisition Corp 418 Broadway #7531 Albany, NY 12207 Re: Starry Sea Acquisition Corp Amendment No. 3 to Registration Statement on Form S-1 Filed July 31, 2025 File No. 333-287976 Dear Kong Wai Yap: 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 the 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 July 30, 2025 letter. Amendment No. 3 to Registration Statement on Form S-1 filed July 31, 2025 Exhibits 1. We note the revised legality opinion filed as Exhibit 5.1. We note that certain provisions of the directors' certificate, upon which counsel relied without further verification, either assume away the relevant issue or assume away facts that underlie the opinion or are readily ascertainable. For instance, we note paragraphs 3, 4, 5, 10, 12, and 17. Please revise to remove these provisions or advise. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. July 31, 2025 Page 2 Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at 202-551- 3856 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: Yanqiu Liu </TEXT> </DOCUMENT>