CORRESP Filing
STARRY SEA ACQUISITION CORP
Date: Aug. 5, 2025 · CIK: 0002059165 · Accession: 0001829126-25-005811
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-287976
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction Attn: Ms. Isabel Rivera and Ms. Pam Howell Re: STARRY SEA ACQUISITION CORP Registration Statement on Form S-1, as amended (File No. 333-287976) Request for Acceleration of Effectiveness
Dear Ms. Rivera and Ms. Howell :
In accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), A.G.P./ALLIANCE GLOBAL PARTNERS, as representative of the several underwriters, hereby joins STARRY SEA ACQUISITION CORP (the "Company") in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement to become effective on August 7, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Pillsbury Winthrop Shaw Pittman LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The several underwriters are aware of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule.
Very
truly yours,
A.G.P./ALLIANCE
GLOBAL PARTNERS
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CORRESP 1 filename1.htm August 5, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction 100 F. Street, N.E. Washington, D.C. 20549 Attn: Ms. Isabel Rivera and Ms. Pam Howell Re: STARRY SEA ACQUISITION CORP Registration Statement on Form S-1, as amended (File No. 333-287976) Request for Acceleration of Effectiveness Dear Ms. Rivera and Ms. Howell : In accordance with Rule 461 under the Securities Act of 1933, as amended (the "Act"), A.G.P./ALLIANCE GLOBAL PARTNERS, as representative of the several underwriters, hereby joins STARRY SEA ACQUISITION CORP (the "Company") in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement to become effective on August 7, 2025, at 5:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Pillsbury Winthrop Shaw Pittman LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Securities Act, we, as representative of the underwriters, wish to advise you that there will be distributed to each underwriter, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus. The several underwriters are aware of their obligations under and confirm that they are complying with the provisions of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, including the delivery requirement contained in such Rule. Very truly yours, A.G.P./ALLIANCE GLOBAL PARTNERS By: /s/ Thomas J. Higgins Name: Thomas J. Higgins Title: Managing Director cc: Arila Zhou, Esq. Robinson & Cole LLP