CORRESP Filing
Quantumsphere Acquisition Corp
Date: Aug. 1, 2025 · CIK: 0002070900 · Accession: 0001829126-25-005719
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File numbers found in text: 333-287672
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CORRESP 1 filename1.htm August 1, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, DC 20549 Re: Quantumsphere Acquisition Corporation Registration Statement on Form S-1 (File No. 333-287672) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins Quantumsphere Acquisition Corporation in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-287672) (the "Registration Statement") to become effective as of 4:15 P.M., Eastern Time, August 5, 2025, or as soon thereafter as practicable. Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement. We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable. Very truly yours, SPAC Advisory Partners, LLC, a division of Kingswood Capital Partners LLC By: /s/ Lewis Silberman Lewis Silberman Partner