Correspondence 0001829126-25-001470 from STARRY SEA ACQUISITION CORP (SSEA)
STARRY SEA ACQUISITION CORP
Date: March 5, 2025 · CIK: 0002059165 · Accession: 0001829126-25-001470
AI Filing Summary & Sentiment
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Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office
Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People’s Republic of China
Tel +86.21.6137.7999 | fax +86.21.6137.7900
Jia Yan
Tel: 86.21.6137.7980
jia.yan@pillsburylaw.com
March 5, 2025
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Confidential Submission of Draft Registration Statement on Form S-1
Ladies and Gentlemen,
Our client, STARRY SEA ACQUISITION CORP, a Cayman Islands exempted company (the “Registrant”), has submitted a draft Registration Statement on Form S-1 (the “Draft Registration Statement”) to the staff of the U.S. Securities and Exchange Commission (the “Commission”) for confidential nonpublic review. The Draft Registration Statement relates to a proposed initial public offering and listing of the Registrant’s units, each consisting of one ordinary share and one right to receive one-seventh (1/7) of one ordinary share upon the consummation of an initial business combination. The Registrant confirms that it is an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012 and is confidentially submitting the Draft Registration Statement to the Commission in accordance therewith. The Registrant also confirms that it will publicly file the registration statement and the nonpublic draft registration statements previously submitted on a confidential basis at least 15 days prior to any road show in connection with the offering.
Please do not hesitate to contact Jia Yan at 86 (021) 6137-7980 or jia.yan@pillsburylaw.com, or Tianze Ma at 86 (010) 8572-1117 or tianze.ma@pillsburylaw.com of Pillsbury Winthrop Shaw Pittman LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Pillsbury Winthrop Shaw Pittman LLP
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Pillsbury
Winthrop Shaw Pittman LLP Shanghai Representative Office
Suite
3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People’s Republic of China
Tel
+86.21.6137.7999 | fax +86.21.6137.7900
Jia Yan
Tel: 86.21.6137.7980
jia.yan@pillsburylaw.com
March 5, 2025
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re:
Confidential Submission of Draft Registration Statement on Form S-1
Ladies and Gentlemen,
Our client, STARRY SEA ACQUISITION
CORP, a Cayman Islands exempted company (the “Registrant”), has submitted a draft Registration Statement on Form S-1 (the
“Draft Registration Statement”) to the staff of the U.S. Securities and Exchange Commission (the “Commission”)
for confidential nonpublic review. The Draft Registration Statement relates to a proposed initial public offering and listing of the Registrant’s
units, each consisting of one ordinary share and one right to receive one-seventh (1/7) of one ordinary share upon the consummation of
an initial business combination. The Registrant confirms that it is an “emerging growth company” pursuant to the Jumpstart
Our Business Startups Act of 2012 and is confidentially submitting the Draft Registration Statement to the Commission in accordance therewith.
The Registrant also confirms that it will publicly file the registration statement and the nonpublic draft registration statements previously
submitted on a confidential basis at least 15 days prior to any road show in connection with the offering.
Please do not hesitate to contact
Jia Yan at 86 (021) 6137-7980 or jia.yan@pillsburylaw.com, or Tianze Ma at 86 (010) 8572-1117 or tianze.ma@pillsburylaw.com of Pillsbury
Winthrop Shaw Pittman LLP with any questions or comments regarding this letter.
Sincerely,
/s/ Pillsbury Winthrop Shaw Pittman LLP
Pillsbury Winthrop Shaw Pittman LLP
cc:
Kong Wai Yap, Chief Financial Officer