CORRESP Filing
STARRY SEA ACQUISITION CORP
Date: July 31, 2025 · CIK: 0002059165 · Accession: 0001829126-25-005644
AI Filing Summary & Sentiment
Reasoning
Referenced dates: July 30, 2025
Letter
VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Isabel Rivera Pam Howell Ameen Hamady Kristina Marrone STARRY SEA ACQUISITION CORP Amendment No. 2 to Registration Statement on Form S-1 Filed July 25, 2025 CIK No. 0002059165
Re:
Dear Ms. Rivera, Ms. Howell, Mr. Hamady and Ms. Marrone,
On behalf of our client, STARRY SEA ACQUISITION CORP, a Cayman Islands company (the "Company"), we submit to the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated July 30, 2025 (the "Comment Letter"), with respect to the Company's registration statement on Form S-1 filed with the Commission on June 12, 2025 (as amended on July 7, 2025 and July 25, 2025, the "Registration Statement").
Concurrently with the transmission of this letter, the Company is filing Amendment No.3 to the Registration Statement (the "Amendment") with the Commission through EDGAR, which reflects the Company's responses to the comments provided by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Registration Statement.
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
Amendment No. 2 to Registration Statement on Form S-1 filed July 25, 2025
Exhibits
1. Please file an amended Cayman Islands counsel opinion to remove inappropriate assumptions or explain. For example, see assumption 2.10 and assumption 2.12 as it relates to par value. It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. Please also attach the Directors' Certificate to the legality opinion.
Response : The Company respectfully acknowledges the Staff's comment and has filed an amended Cayman Islands counsel opinion accordingly. In addition, the Directors' Certificate has been attached to the amended legal opinion.
2. The trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.2 states that " . . . counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds . . ." Nasdaq Listing Rule IM-5101-2(a) states that "[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee." It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the disclosure is inconsistent with the disclosure in the prospectus, which states proceeds will not be released until "the completion of our initial business combination within the required time period." Please reconcile the disclosure and advise how this is consistent with the Nasdaq Listing Rule.
Response : The Company respectfully acknowledges the Staff's comment and has revised Exhibit A to the Investment Management Trust Agreement, filed as Exhibit 10.2, to remove the language ", or will be consummated substantially, concurrently with your transfer of funds."
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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CORRESP 1 filename1.htm 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 July 31, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Isabel Rivera Pam Howell Ameen Hamady Kristina Marrone Re: STARRY SEA ACQUISITION CORP Amendment No. 2 to Registration Statement on Form S-1 Filed July 25, 2025 CIK No. 0002059165 Dear Ms. Rivera, Ms. Howell, Mr. Hamady and Ms. Marrone, On behalf of our client, STARRY SEA ACQUISITION CORP, a Cayman Islands company (the "Company"), we submit to the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated July 30, 2025 (the "Comment Letter"), with respect to the Company's registration statement on Form S-1 filed with the Commission on June 12, 2025 (as amended on July 7, 2025 and July 25, 2025, the "Registration Statement"). Concurrently with the transmission of this letter, the Company is filing Amendment No.3 to the Registration Statement (the "Amendment") with the Commission through EDGAR, which reflects the Company's responses to the comments provided by the Staff and certain updated information. For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All page references in the responses set forth below refer to the page numbers in the Registration Statement. 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 Amendment No. 2 to Registration Statement on Form S-1 filed July 25, 2025 Exhibits 1. Please file an amended Cayman Islands counsel opinion to remove inappropriate assumptions or explain. For example, see assumption 2.10 and assumption 2.12 as it relates to par value. It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. Please also attach the Directors' Certificate to the legality opinion. Response : The Company respectfully acknowledges the Staff's comment and has filed an amended Cayman Islands counsel opinion accordingly. In addition, the Directors' Certificate has been attached to the amended legal opinion. 2. The trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.2 states that " . . . counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds . . ." Nasdaq Listing Rule IM-5101-2(a) states that "[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee." It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the disclosure is inconsistent with the disclosure in the prospectus, which states proceeds will not be released until "the completion of our initial business combination within the required time period." Please reconcile the disclosure and advise how this is consistent with the Nasdaq Listing Rule. Response : The Company respectfully acknowledges the Staff's comment and has revised Exhibit A to the Investment Management Trust Agreement, filed as Exhibit 10.2, to remove the language ", or will be consummated substantially, concurrently with your transfer of funds." 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: Yan Liang, Chief Executive Officer Kong Wai Yap, Chief Financial Officer