CORRESP Filing
STARRY SEA ACQUISITION CORP
Date: Aug. 1, 2025 · CIK: 0002059165 · Accession: 0001829126-25-005674
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287976
Referenced dates: July 31, 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. 3 to Registration Statement on Form S-1 Filed July 31, 2025 File No. 333-287976
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 31, 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, July 25, 2025 and July 31, 2025, the "Registration Statement").
Concurrently with the transmission of this letter, the Company is filing Amendment No.4 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. 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.
Response : The Company respectfully acknowledges the Staff's comment and has filed an amended Cayman Islands counsel opinion (including a revised director's certificate) accordingly. The Company further advises that, pursuant to its Cayman Islands legal counsel, Maples and Calder (Hong Kong) LLP (" Maples "), most of the paragraphs identified in the Staff's comment have been removed. However, the latter portion of paragraph 3 (which does not conflict with the Staff's comments) and the entirety of former paragraph 10 (now renumbered as paragraph 8) have been reinstated.
With respect to former paragraph 10 (now paragraph 8), Maples respectfully advises the Staff as follows:
(a) While public searches in the Cayman Islands (e.g., court register, director register) may confirm certain aspects of a company's status, they do not disclose whether there are pending legal, arbitral, or administrative proceedings, nor do they reveal whether internal steps have been taken toward liquidation, restructuring, or the appointment of a receiver. Many of these actions-particularly those initiated internally by directors or shareholders, such as the passage of resolutions to wind up the company-may not be reflected in the public record until formal filings are made and accepted by the Cayman court;
(b) Accordingly, factual confirmation from the Company's directors is necessary to establish that the Company is not subject to any such proceedings or internal actions that may affect its legal status or capacity. The purpose of the language in former paragraph 10 (now renumbered as paragraph 8) is not to assume or imply that the Company is involved in insolvency or bankruptcy proceedings-which would be inconsistent with applicable regulatory requirements-but rather to confirm the absence of such matters. This confirmation is a statement of fact, not a legal assumption, and is essential to support the legal opinion that the Company is in good standing and has the requisite capacity and authority to enter into the relevant transactions.
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
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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
August 1, 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. 3 to Registration Statement on Form S-1
Filed July 31, 2025
File No. 333-287976
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 31, 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, July 25,
2025 and July 31, 2025, the "Registration Statement").
Concurrently with the transmission
of this letter, the Company is filing Amendment No.4 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. 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.
Response : The Company respectfully
acknowledges the Staff's comment and has filed an amended Cayman Islands counsel opinion (including a revised director's certificate)
accordingly. The Company further advises that, pursuant to its Cayman Islands legal counsel, Maples and Calder (Hong Kong) LLP (" Maples "),
most of the paragraphs identified in the Staff's comment have been removed. However, the latter portion of paragraph 3 (which does
not conflict with the Staff's comments) and the entirety of former paragraph 10 (now renumbered as paragraph 8) have been reinstated.
With respect to former paragraph 10
(now paragraph 8), Maples respectfully advises the Staff as follows:
(a) While public searches in the Cayman Islands (e.g., court register, director register) may confirm certain
aspects of a company's status, they do not disclose whether there are pending legal, arbitral, or administrative proceedings, nor
do they reveal whether internal steps have been taken toward liquidation, restructuring, or the appointment of a receiver. Many of these
actions-particularly those initiated internally by directors or shareholders, such as the passage of resolutions to wind up the
company-may not be reflected in the public record until formal filings are made and accepted by the Cayman court;
(b) Accordingly, factual confirmation from the Company's directors is necessary to establish that the
Company is not subject to any such proceedings or internal actions that may affect its legal status or capacity. The purpose of the language
in former paragraph 10 (now renumbered as paragraph 8) is not to assume or imply that the Company is involved in insolvency or bankruptcy
proceedings-which would be inconsistent with applicable regulatory requirements-but rather to confirm the absence of such
matters. This confirmation is a statement of fact, not a legal assumption, and is essential to support the legal opinion that the Company
is in good standing and has the requisite capacity and authority to enter into the relevant transactions.
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