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 June 24, 2025

Ping Zhang
Chief Executive Officer
Quantumsphere Acquisition Corporation
1185 Avenue of the Americas, Suite 304
New York, NY 10036

 Re: Quantumsphere Acquisition Corporation
 Registration Statement on Form S-1
 Filed May 30, 2025
 File No. 333-287672
Dear Ping Zhang:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a 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.

Registration Statement on Form S-1
Cover page

1. Discuss the potential issuance of securities to the initial shareholders
upon a change in
 the size of the offering in order to maintain their 26% interest upon
consummation of
 the offering, and whether this may result in a material dilution of the
purchasers'
 equity interests.
Summary
Sponsor Information, page 11

2. We note disclosure on page 154 that all of the shares that will be
outstanding
 immediately after the consummation, other than the shares sold in the
public offering,
 will be placed in escrow. Please describe the terms of the escrow
including restrictions
 on transfer in tabular format, to the extent practical, as required by
Item 1603(a)(9) of
 Regulation S-K. We note that you have described restrictions on transfer
pursuant to
 June 24, 2025
Page 2

 the letter agreement on page 13.
Conflicts of Interest, page 28

3. We note your disclosure that certain officers may be required to present
business
 combination opportunities to other entities prior to presenting such
business
 combination opportunity to you. Please clarify how opportunities to
acquire targets
 are allocated among SPACs. In this regard, we note that Quartzsea is
still searching
 for a target and that other SPACs have executed acquisition agreements
but have not
 completed their transactions.
4. Where you disclose conflicts of interest throughout the filing,
including in your
 summary risk factors, please also disclose that the executive officers
and directors of
 Quartzsea and Quantumsphere are the same persons, that both SPACs are
looking for
 suitable investment opportunities with an enterprise value of
approximately $180
 million - $1 billion and that both are $60 million offerings and that
therefore, there is
 a material conflict of interest in seeking potential targets.
Risk Factors, page 41

5. We note your disclosure on page 18 that interest earned on the funds
held in the trust
 account may be released to you to pay your taxes. Please reconcile with
your
 disclosure in the first paragraph on page 93 that you are not permitted
to use the
 proceeds placed in the trust account and the interests earned thereon to
pay any excise
 taxes or any other similar fees or taxes in nature that may be imposed
on the Company
 pursuant to any current, pending or future rules or laws. Revise the
risk factor on page
 67 to clarify whether amounts in the trust account available to pay
redemptions or
 available to the combined company following a de-SPAC transaction may be
reduced
 to pay such taxes.
We may not be able to complete an initial business combination ..., page 55

6. We note your disclosure that your sponsor is not a foreign person and
that Mr. Ping
 Zhang, who controls your sponsor, is a United States citizen. Please
revise to clarify
 whether your sponsor has any members who are, or has substantial ties
with, a non-
 U.S. person.
Dilution, page 96

7. Please expand your disclosure in this section to address potential
dilution from the
 conversion of any working capital loans into units. Also, highlight in
this section that
 you may need to issue additional securities as you intend to seek an
initial business
 combination with a target company with an enterprise value of
approximately $180
 million - $1 billion, which is greater than the net proceeds of the
offering and the sale
 of private placement units, as stated on page 4 of your prospectus.
Proposed Business, page 105

8. Please include a separate section on enforcement of liabilities
addressing the
 enforcement risks related to civil liabilities due to your sponsor and
some of your
 officers and directors being located in China or Hong Kong. Please
identify such
 persons. For example, revise to discuss more specifically the
limitations on investors
 June 24, 2025
Page 3

 being able to effect service of process and enforce civil liabilities in
China, lack of
 reciprocity and treaties, and cost and time constraints. Also, please
disclose these risks
 in the business section, which should contain disclosures consistent
with the separate
 section. Additionally, please identify each officer and director located
in China or
 Hong Kong and disclose that it will be more difficult to enforce
liabilities and enforce
 judgments on those individuals.
Description of Securities, page 130

9. Please expand your disclosure on pages 19, 35 and 131, and elsewhere as
appropriate,
 to clarify whether any public shares sold in this offering would be
required to approve
 the business combination if the minimum to constitute a quorum is
present at the
 meeting. Please also revise your Risk Factors as appropriate or
otherwise advise.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ruairi Regan at 202-551-3269 or Pamela Long at
202-551-3765 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Cassi Olson, Esq.
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