SecProbe.io

CORRESP
 1
 filename1.htm

 March 14, 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:
 Quartzsea Acquisition Corp

 Registration Statement on Form S-1
(File No. 333- 285152)

 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 Quartzsea Acquisition Corp. in requesting
that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-285152)
(the "Registration Statement") to become effective as of 1:00 p.m., Eastern Time, March 14, 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

 Name:
 Lewis Silberman

 Title:
 Partner

CORRESP
 1
 filename1.htm

 Quartzsea Acquisition Corporation

 1185 6 th Avenue, Suite 304

 New York, NY 10036

 March 14, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Quartzsea Acquisition Corporation

 Registration Statement on Form S-1

 File No. 333-285152

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Quartzsea Acquisition Corporation, hereby respectfully requests acceleration of the effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 1:00 p.m. Eastern Time,
on Friday, March 14, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Quartzsea Acquisition Corporation

 By:
 /s/ Qi Gong

 Qi Gong

 Chief Executive Officer

CORRESP
 1
 filename1.htm

 March 12, 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: Quartzsea Acquisition Corp

 Amendment No. 1 to Registration Statement
on Form S-1

 Filed March 11, 2025

 File No. 333-285152

 Ladies and Gentlemen:

 On behalf of our client, Quartzsea
Acquisition Corporation (" Quartzsea "), we are writing to submit responses to the comments of the staff (the " Staff ")
of the Division of Corporation Finance of the United States Securities and Exchange Commission (the " Commission ") set
forth in its letter, dated March 12, 2025, relating to Quartzsea's Registration on Form S-1 filed March 11, 2025.

 Quartzsea is filing via EDGAR
Amendment No. 2 to Registration Statement on Form S-1, which reflects responses to the comments received by the Staff and certain updated
information.

 We have set forth below the
comments in the Staff's letter, in bold, and the responses thereto.

 Amendment No. 1 to Registration Statement on
Form S-1 submitted March 11, 2025

 General

 1. In appropriate locations in the registration statement, please add disclosure regarding the exclusive
forum provisions in the Post-offering Memorandum and Articles of Association and the Rights Agreement .

 Response : We acknowledge the Staff's
comment and advise that the disclosure on pages 65, 66, 112, and 135 has been revised to address the Staff's comment.

 * * * * * * *

 If you have any questions,
please feel free to contact me at (312) 662-2913. Thank you for your cooperation and prompt attention to this matter.

 Sincerely,

 /s/ Cassi Olson

 Cassi Olson

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

Qi Gong
Chief Executive Officer
Quartzsea Acquisition Corp
1185 Avenue of the Americas, Suite 304
New York, NY 10036

 Re: Quartzsea Acquisition Corp
 Amendment No. 1 to Registration Statement on Form S-1
 Filed March 11, 2025
 File No. 333-285152
Dear Qi Gong:

 We have reviewed your amended registration statement and have the
following
comment.

 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.

Amendment No. 1 to Registration Statement filed March 11, 2025
General

1. In appropriate locations in the registration statement, please add
disclosure regarding
 the exclusive forum provisions in the Post-offering Memorandum and
Articles of
 Association and the Rights Agreement.
 March 12, 2025
Page 2

 Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at
202-551-3395 if
you have questions regarding the financial statements and related matters.
Please contact
Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Cassi Olson
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February 21, 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:
    Quartzsea Acquisition Corp

    Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted February 3, 2025

    CIK No. 0002047455

Ladies and Gentlemen:

On behalf of our client, Quartzsea Acquisition Corporation (“Quartzsea”), we are writing to submit responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated February 10, 2025, relating to Quartzsea’s Amendment No.1 to Registration Statement on Form S-1 filed February 3, 2025.

Quartzsea is filing via EDGAR Amendment No. 2 to Registration Statement on Form S-1, which reflects responses to the comments received by the Staff and certain updated information.

We have set forth below the comments in the Staff’s letter, in bold, and the responses thereto.

Cover Page

    1.
    We note your response to prior comment 1. Please clarify the continued references to YCM CPA Inc. as your auditor on the cover page, which is inconsistent with the reference to CBIZ CPAs PC as your auditor.

Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure has been revised to address the Staff’s comment
on the cover page and pages 6 and 59.

Initial Business Combination, page 9

    2.
    We note the revisions made in response to prior comment 6, including that additional funding may be required to fund obligations to redeem public shares in connection with the initial business combination. In light of disclosures elsewhere regarding redemptions from the trust, please explain this statement.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on page 10 has been revised to address the Staff’s comment.

Sponsor Information, page 11

    3.
    We note your response to prior comment 7 and we reissue it in part. The use of proceeds table on page 90 still reflects potential allocation of working capital to finder’s fees and consulting fees. We also note additional references to finder or other fees elsewhere in the prospectus. Please reconcile with disclosure on page 91 that finder’s fees, consulting fees or other similar compensation will not be paid.

Response: We acknowledge the Staff’s comment and advise the Staff that finder’s fees, consulting fees or other similar compensation will not be paid to existing insiders, any of the members of our management team, or special advisors or any entity with which they are affiliated (please see pages 91, 106, 117, 126, and 127) however we may pay professional firms or other individuals that specialize in business acquisitions on any formal basis, a finder’s fee, consulting fee, or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction (please see page 106). Therefore, the use of proceeds table on page 90 still reflects potential allocation of working capital to finder’s fees and consulting fees.

    4.
    We note your response to prior comment 8 and we reissue it in part. Please revise to specifically identify any persons who have an indirect material interest in the SPAC sponsor, as well as the nature and amount of their interests, as required by Item 1603(a)(7) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on pages 11, 31, and 82 have been revised to address the Staff’s comment.

    5.
    We reissue prior comment 9. Please revise the table identifying transfer restrictions on page 12 to also reflect the lock-up agreement with the underwriter, as required by Item 1603(a)(9) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosures on pages 13 and 14 have been revised to address the Staff’s comment.

Permitted Purchases of Public Shares By Our Affiliates, page 21

    6.
    We reissue prior comment 10. We note that you may purchase shares to effect the initial business combination and we note that, pursuant to the letter agreement, your sponsor, officers and directors have agreed to vote their shares in favor of the initial business combination. We also note the revised disclosure on page 23 that “the purpose of such purchases would be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination.” Please reconcile with the disclosure on page 24 that such shares would not be voted in favor of the business combination and advise how such statement is consistent with your disclosure regarding the letter agreement, which requires such shares be voted in favor of the business combination.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosures on pages 23, 123, 129, 130, 131, and F-8 have been revised to address the Staff’s comment.

Conflicts of Interest, page 28

    7.
    We note your response to prior comment 11. On page 32, you state that your directors and officers “may have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present acquisition opportunities to such entity.” You then state that such opportunities shall be first presented to you. Then you state that your memorandum and articles of association provide that you renounce any interest or expectancy to participate in any potential transaction or matter which may be a corporate opportunity for an officer or director on one hand and you on the other. Please reconcile or advise.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosures on pages 28, 29, and 32, 75, 122, and 123 have been revised to address the Staff’s comment.

*   *   *   *   *   *   *

    2

If you have any questions, please feel free to contact me at (312) 662-2913. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

    /s/ Cassi Olson, Esq.

    Cassi Olson, Esq.

    cc:
    Qi Gong, Chief Executive Officer

    3

February 10, 2025
Qi Gong
Chief Executive Officer
Quartzsea Acquisition Corp
1185 Avenue of the Americas, Suite 304
New York, NY 10036
Re:Quartzsea Acquisition Corp
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted February 3, 2025
CIK No. 0002047455
Dear Qi Gong:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our January 17, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted February 3, 2025
Cover Page
1.We note your response to prior comment 1. Please clarify the continued references to
YCM CPA Inc. as your auditor on the cover page, which is inconsistent with the
reference to CBIZ CPAs PC as your auditor.
Initial Business Combination, page 9
We note the revisions made in response to prior comment 6, including that additional
funding may be required to fund obligations to redeem public shares in connection
with the initial business combination. In light of disclosures elsewhere regarding 2.

February 10, 2025
Page 2
redemptions from the trust, please explain this statement.
Sponsor Information, page 11
3.We note your response to prior comment 7 and we reissue it in part. The use of
proceeds table on page 90 still reflects potential allocation of working capital to
finder's fees and consulting fees. We also note additional references to finder or other
fees elsewhere in the prospectus. Please reconcile with disclosure on page 91 that
finder's fees, consulting fees or other similar compensation will not be paid.
4.We note your response to prior comment 8 and we reissue it in part. Please revise to
specifically identify any persons who have an indirect material interest in the SPAC
sponsor, as well as the nature and amount of their interests, as required by Item
1603(a)(7) of Regulation S-K.
5.We reissue prior comment 9. Please revise the table identifying transfer restrictions on
page 12 to also reflect the lock-up agreement with the underwriter, as required by
Item 1603(a)(9) of Regulation S-K.
Permitted Purchases of Public Shares By Our Affiliates, page 21
6.We reissue prior comment 10. We note that you may purchase shares to effect the
initial business combination and we note that, pursuant to the letter agreement, your
sponsor, officers and directors have agreed to vote their shares in favor of the initial
business combination. We also note the revised disclosure on page 23 that "the
purpose of such purchases would be to (i) vote such shares in favor of the business
combination and thereby increase the likelihood of obtaining shareholder approval of
the business combination." Please reconcile with the disclosure on page 24 that such
shares would not be voted in favor of the business combination and advise how such
statement is consistent with your disclosure regarding the letter agreement, which
requires such shares be voted in favor of the business combination.
Conflicts of Interest, page 28
7.We note your response to prior comment 11. On page 32, you state that your directors
and officers “may have additional fiduciary or contractual obligations to other entities
pursuant to which such officer or director is or will be required to present acquisition
opportunities to such entity.” You then state that such opportunities shall be first
presented to you. Then you state that your memorandum and articles of association
provide that you renounce any interest or expectancy to participate in any potential
transaction or matter which may be a corporate opportunity for an officer or director
on one hand and you on the other. Please reconcile or advise.

February 10, 2025
Page 3
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if
you have questions regarding the financial statements and related matters. Please contact
Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-3357 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Cassi Olson

CORRESP
1
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January 31, 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:
    Quartzsea Acquisition Corp

    Draft Registration Statement on Form S-1 Submitted on December 23, 2024

    CIK No. 0002047455

Ladies and Gentlemen:

On behalf of our client, Quartzsea Acquisition Corporation (“Quartzsea”), we are writing to submit responses to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in its letter, dated January 17, 2025, relating to Quartzsea’s Registration on Form S-1 filed December 23, 2024.

Quartzsea is filing via EDGAR Amendment No. 1 to Registration Statement on Form S-1, which reflects responses to the comments received by the Staff and certain updated information.

We have set forth below the comments in the Staff’s letter, in bold, and the responses thereto.

Draft Registration Statement on Form S-1 submitted December 23, 2024

Cover Page

    1.
    Please revise to correct the name of your auditor.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    2.
    Please disclose the price paid for the founder shares. Please state the amount of the compensation received or to be received by the SPAC sponsor, its affiliates, and promoters. Please also revise to discuss whether the compensation to be paid and securities issued to the sponsor, its affiliates, and promoters, including any anti- dilution adjustment to the founder shares (as referenced on page 75) and the amount of loan reimbursements may result in a material dilution of the purchasers’ equity interests. Provide revise your cross-reference to include all locations of related disclosures in the prospectus. See Item 1602(a)(3) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the cover page has been revised to address the Staff’s comment.

    3.
    We note the disclosure on the cover page and elsewhere that in connection with a business combination or extension of the time period to complete a business combination, public shareholders may redeem “all or a portion of their ... “public shares,” ... at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account ... including interest earned on the funds held in the trust account (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares.” Please advise why you would allocate funds from the trust for dissolution expenses in the event of a business combination or extension and how such provision is consistent with Nasdaq Rule IM-5101-2(d), which says “public Shareholders voting against a business combination must have the right to convert their shares of common stock into a pro rata share of the aggregate amount then in the deposit account (net of taxes payable and amounts distributed to management for working capital purposes).” In addition, such dissolution expenses would appear to be paid by the insiders, if there is not sufficient assets outside the trust to pay such expenses, as disclosed on page 25.

Response: We acknowledge the Staff’s
comment and advise the Staff that the disclosure on the cover page, and pages 9, 18, 22, 26, 40, 46, 78, 86 and 107 has been revised to
address the Staff’s comment.

Prospectus Summary,

Our Company General,

page 2

    4.
    Please revise your disclosure here to discuss the high level of competition you may face in pursuing business combination transaction candidates, which you discuss on page 42, and also explain that the competition may negatively impact the acquisition terms you are able to negotiate.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 2 has been revised to address the Staff’s comment.

    5.
    Please also reconcile the disclosure that “in March 2024, Ms. Gong founded the American Wall Street Listed Group Inc., a consulting company” with the statement that “since December 2022, Mr. Zhang has served as Vice President and Consultant at American Wall Street Listed Group Inc., a consulting company.”

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 2 and 116 has been revised to address the Staff’s comment.

Initial Business Combination, page 9

    6.
    We note the disclosure that you may be required to obtain additional financing in connection with the closing of your initial business combination. Please revise to disclose how the terms of additional financings may impact unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 10 has been revised to address the Staff’s comment.

Sponsor Information, page 11

    7.
    Please revise the table on page 12 to also reflect the anti-dilution provision, as referenced in the risk factor on page 75 and disclose outside the table the extent to which this provision may result in a material dilution of the purchasers’ equity interests. In addition, to the extent finders’ fees or consulting fees may be paid, please clearly disclose. We note the disclosure on page 26 indicates such fees, as well as reimbursements or cash payments to your initial shareholders or their affiliates is not allowed; however, this table clearly reflects the potential reimbursement of expenses, and the use of proceeds table on page 84 reflect potential allocation of working capital to finders’ fees and consulting fees. See Item 1602(b)(6) and Item 1603(a)(6) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 12 has been revised to address the Staff’s comment.

    8.
    Please revise to specifically identify all of the persons who have a direct or indirect material interest in the SPAC sponsor, as well as the nature and amount of their interests, as required by Item 1603(a)(7) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 11 has been revised to address the Staff’s comment.

    9.
    Please revise the table identifying transfer restrictions on page 12 to also reflect the lock-up agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 12 has been revised to address the Staff’s comment. We respectfully advise the Staff that there are no underwriter founder shares or private units in the transaction.

    2

Permitted Purchases of Public Shares by Our Affiliates, page 20

    10.
    We note that you may purchase shares to effect the initial business combination and we note that, pursuant to the letter agreement, your sponsor, officers and directors have agreed to vote their shares in favor of the initial business combination. Please revise your disclosure to clarify how you will comply with Rule 14e-5. Please also refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 25 has been revised to address the Staff’s comment.

Conflicts of Interest, page 25

    11.
    Please revise disclosure in this section to clearly state the conflicts with purchasers in the offering. See Item 1602(b)(7) of Regulation S-K. For example:

    ●
    disclose the sponsor’s ownership of your securities, including the nominal price paid for the founder shares and the conflict of interest in determining whether to pursue a business combination and that the founder shares and private placement securities will be worthless if you do not complete a business combination;

    ●
    add disclosure of the conflicts of interest relating to payments, such as compensation, repayment of loans, and reimbursement of expenses that will be paid to the sponsor, its affiliates or promoters upon completion of a de-SPAC transaction;

    ●
    discuss the obligations of the sponsor or management to other SPACs and the order of priority; and

    ●
    clarify the conflicts associated with entering into a business combination with an affiliate of your sponsor, officers or directors, which you disclose on page 8 and elsewhere that you may do.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 28 has been revised to address the Staff’s comment.

Risk Factors

We may not be able to complete an initial business combination with a U.S. target company

...., page 49

    12.
    With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members who are, or has substantial ties with, a non-U.S. person. We also note that you describe Ms. Gong, who controls your sponsor, as a US resident. Please clarify whether she is a non-US person for purposes of CFIUS review.

Response:
We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 55 has been revised to address the
Staff’s comment.

The approval of the China Securities Regulatory Commission is not required in connection with this offering, page 56

    13.
    Please address any impact PRC law or regulation may have on the cash flows associated with a business combination, including shareholder redemption rights.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 62 has been revised to address the Staff’s comment.

    3

Additional financing might not be available to us, if necessary, to complete our initial business combination, page 61

    14.
    We note your disclosure that you may seek additional financing to complete your initial business combination and the disclosure on page 65 that you may sell additional shares through PIPE financing to complete your initial business combination. Please expand to clearly disclose the impact to you and investors, including that the arrangements result in costs particular to the de-SPAC process that would not be anticipated in a traditional IPO. If true, disclose that the agreements are intended to ensure a return on investment to the investor in return for funds facilitating the sponsor’s completion of the business combination or providing sufficient liquidity.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 71 has been revised to address the Staff’s comment.

If we are deemed to be an investment company under the Investment Company Act, page 72

    15.
    We note your risk factor disclosure beginning on page 72 addressing the extent to which you could be deemed to be an investment company and the mitigation measures you may implement. We also note your statement that by restricting the investment of the proceeds to government securities you intend to avoid being deemed an “investment company.” Please revise to include disclosure that notwithstanding your investment activities or these mitigation measures you could still be deemed to be or have been an investment company at any time since your inception. In addition, please confirm that if your facts and circumstances change over time, you will update your disclosure to reflect how those changes impact the risk that you may be considered to be operating as an unregistered investment company.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 79 has been revised to address the Staff’s comment.

Dilution, page 88

    16.
    Please expand your narrative disclosure to describe each material potential source of future dilution following your registered offering, including sources not included in the table with respect to the determination of net tangible book value per share, as adjusted. Refer to Item 1602(c) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 97 has been revised to address the Staff’s comment.

Director Independence, page 111

    17.
    We note your statement that Ms. Gong will qualify as an “independent director” under Nasdaq and SEC rules. However, we note that Ms. Gong is the sole executive officer and controls the company through the Sponsor. Given the definition you provide for “independent director” in this section, it is unclear how Ms. Gong qualifies. In addition, the other two identified independent directors do not appear to be the directors (or nominees) identified in the management section. Please revise.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 118 has been revised to address the Staff’s comment.

Conflicts of Interest, page 113

    18.
    For each prior SPAC, please disclose whether an entity was able to complete the business combination within the original completion window or whether there have been any extensions of time to complete the transaction or if they have not yet completed a combination, whether there have been extensions. Please include disclosure regarding the number of times each has sought to extend and amount of time you have extended the completion window by to complete a transaction. See Item 1603(a)(3) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 121 has been revised to address the Staff’s comment.

    4

    19.
    Please revise to disclose the nominal price paid for the founder shares, and any actual or potential material conflicts of interest relating to compensation, repayment of loans, and reimbursements of expenses that will be paid to your sponsor, officers, or directors. Please also disclose the conflicts of interest that may arise in the ability to pursue a business combination with an entity affiliated with your sponsor, officers or directors, as referenced on page 8. Your disclosure should include conflicts between your sponsor or its affiliates, or your officers, directors or promoters on one hand, and your unaffiliated security holders on the other. See Item 1603(b) of Regulation S-K.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page 120 and 121  has been revised to address the Staff’s comment.

Signatures, page II-4

    20.
    Please identify the principal accounting officer and include a signature line. See Instructions to Signatures of Form S-1.

Response: We acknowledge the Staff’s comment and advise the Staff that the disclosure on the page II-4 and II-5 have been revised to address the Staff’s comment.

*   *   *   *   *   *   *

If you have any questions, please feel free to contact me at (312) 662-2913. Thank you for your cooperation and prompt attention to this matter.

    Sincerely,

    /s/ Cassi Olson

    Cassi Olson

    5

January 17, 2025
Qi Gong
Chief Executive Officer
Quartzsea Acquisition Corp
1185 Avenue of the Americas, Suite 304
New York, NY 10036
Re:Quartzsea Acquisition Corp
Draft Registration Statement on Form S-1
Submitted December 23, 2024
CIK No. 0002047455
Dear Qi Gong:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. 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 the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 23, 2024
Cover Page
1.Please revise to correct the name of your auditor.
2.Please disclose the price paid for the founder shares. Please state the amount of the
compensation received or to be received by the SPAC sponsor, its affiliates, and
promoters. Please also revise to discuss whether the compensation to be paid and
securities issued to the sponsor, its affiliates, and promoters, including any anti-
dilution adjustment to the founder shares (as referenced on page 75) and the amount
of loan reimbursements may result in a material dilution of the purchasers’ equity
interests. Provide revise your cross-reference to include all locations of related
disclosures in the prospectus. See Item 1602(a)(3) of Regulation S-K.

January 17, 2025
Page 2
3.We note the disclosure on the cover page and elsewhere that in connection with a
business combination or extension of the time period to complete a business
combination, public shareholders may redeem "all or a portion of their ... “public
shares,” ... at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account ... including interest earned on the funds held in the trust
account (which interest shall be net of taxes payable, and less up to $50,000 of interest
to pay dissolution expenses), divided by the number of then outstanding public
shares."  Please advise why you would allocate funds from the trust for dissolution
expenses in the event of a business combination or extension and how such provision
is consistent with Nasdaq Rule IM-5101-2(d), which says "public Shareholders voting
against a business combination must have the right to convert their shares of common
stock into a pro rata share of the aggregate amount then in the deposit account (net of
taxes payable and amounts distributed to management for working capital purposes)."
In addition, such dissolution expenses would appear to be paid by the insiders, if there
is not sufficient assets outside the trust to pay such expenses, as disclosed on page 25.
Prospectus Summary
Our Company
General, page 2
4.Please revise your disclosure here to discuss the high level of competition you may
face in pursuing business combination transaction candidates, which you discuss on
page 42, and also explain that the competition may negatively impact the acquisition
terms you are able to negotiate.
5.Please also reconcile the disclosure that "in March 2024, Ms. Gong founded the
American Wall Street Listed Group Inc., a consulting company" with the statement
that "since December 2022, Mr. Zhang has served as Vice President and Consultant at
American Wall Street Listed Group Inc., a consulting company."
Initial Business Combination, page 9
6.We note the disclosure that you may be required to obtain additional financing in
connection with the closing of your initial business combination. Please revise to
disclose how the terms of additional financings may impact unaffiliated security
holders. See Item 1602(b)(5) of Regulation S-K.
Sponsor Information, page 11
7.Please revise the table on page 12 to also reflect the anti-dilution provision, as
referenced in the risk factor on page 75 and disclose outside the table the extent to
which this provision may result in a material dilution of the purchasers' equity
interests. In addition, to the extent finders' fees or consulting fees may be paid, please
clearly disclose. We note the disclosure on page 26 indicates such fees, as well as
reimbursements or cash payments to your initial shareholders or their affiliates is not
allowed; however, this table clearly reflects the potential reimbursement of expenses,
and the use of proceeds table on page 84 reflect potential allocation of working capital
to finders' fees and consulting fees.  See Item 1602(b)(6) and Item 1603(a)(6) of
Regulation S-K.

January 17, 2025
Page 3
8.Please revise to specifically identify all of the persons who have a direct or indirect
material interest in the SPAC sponsor, as well as the nature and amount of their
interests, as required by Item 1603(a)(7) of Regulation S-K.
9.Please revise the table identifying transfer restrictions on page 12 to also reflect the
lock-up agreement with the underwriter. See Item 1603(a)(9) of Regulation S-K.
Permitted Purchases of Public Shares by Our Affiliates, page 20
10.We note that you may purchase shares to effect the initial business combination and
we note that, pursuant to the letter agreement, your sponsor, officers and directors
have agreed to vote their shares in favor of the initial business combination. Please
revise your disclosure to clarify how you will comply with Rule 14e-5. Please also
refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation
166.01 for guidance.
Conflicts of Interest, page 25
11.Please revise disclosure in this section to clearly state the conflicts with purchasers in
the offering. See Item 1602(b)(7) of Regulation S-K. For example:

•disclose the sponsor's ownership of your securities, including the nominal price
paid for the founder shares and the conflict of interest in determining whether to
pursue a business combination and that the founder shares and private placement
securities will be worthless if you do not complete a business combination;

•add disclosure of the conflicts of interest relating to payments, such as
compensation, repayment of loans, and reimbursement of expenses that will be
paid to the sponsor, its affiliates or promoters upon completion of a de-SPAC
transaction;

•discuss the obligations of the sponsor or management to other SPACs and the
order of priority; and

•clarify the conflicts associated with entering into a business combination with an
affiliate of your sponsor, officers or directors, which you disclose on page 8 and
elsewhere that you may do.

Risk Factors
We may not be able to complete an initial business combination with a U.S. target company
...., page 49
12.With a view toward disclosure, please tell us whether your sponsor is, is controlled
by, has any members who are, or has substantial ties with, a non-U.S. person. We also
note that you describe Ms. Gong, who controls your sponsor, as a US resident. Please
clarify whether she is a non-US person for purposes of CFIUS review.

January 17, 2025
Page 4
The approval of the China Securities Regulatory Commission is not required in connection
with this offering, page 56
13.Please address any impact PRC law or regulation may have on the cash flows
associated with a business combination, including shareholder redemption rights.
Additional financing might not be available to us, if necessary, to complete our initial
business combination, page 61
14.We note your disclosure that you may seek additional financing to complete your
initial business combination and the disclosure on page 65 that you may sell
additional shares through PIPE financing to complete your initial business
combination. Please expand to clearly disclose the impact to you and investors,
including that the arrangements result in costs particular to the de-SPAC process that
would not be anticipated in a traditional IPO. If true, disclose that the agreements are
intended to ensure a return on investment to the investor in return for funds facilitating
the sponsor’s completion of the business combination or providing sufficient liquidity.
If we are deemed to be an investment company under the Investment Company Act, page 72
15.We note your risk factor disclosure beginning on page 72 addressing the extent to
which you could be deemed to be an investment company and the mitigation
measures you may implement. We also note your statement that by restricting the
investment of the proceeds to government securities you intend to avoid being deemed
an "investment company." Please revise to include disclosure that notwithstanding
your investment activities or these mitigation measures you could still be deemed to
be or have been an investment company at any time since your inception. In addition,
please confirm that if your facts and circumstances change over time, you will update
your disclosure to reflect how those changes impact the risk that you may be
considered to be operating as an unregistered investment company.
Dilution, page 88
16.Please expand your narrative disclosure to describe each material potential source of
future dilution following your registered offering, including sources not included in
the table with respect to the determination of net tangible book value per share, as
adjusted. Refer to Item 1602(c) of Regulation S-K.
Director Independence, page 111
17.We note your statement that Ms. Gong will qualify as an "independent director" under
Nasdaq and SEC rules. However, we note that Ms. Gong is the sole executive officer
and controls the company through the Sponsor. Given the definition you provide for
"independent director" in this section, it is unclear how Ms. Gong qualifies. In
addition, the other two identified independent directors do not appear to be the
directors (or nominees) identified in the management section. Please revise.
Conflicts of Interest, page 113
For each prior SPAC, please disclose whether an entity was able to complete the
business combination within the original completion window or whether there have
been any extensions of time to complete the transaction or if they have not yet 18.

January 17, 2025
Page 5
completed a combination, whether there have been extensions. Please include
disclosure regarding the number of times each has sought to extend and amount of
time you have extended the completion window by to complete a transaction. See
Item 1603(a)(3) of Regulation S-K.
19.Please revise to disclose the nominal price paid for the founder shares, and any actual
or potential material conflicts of interest relating to compensation, repayment of loans,
and reimbursements of expenses that will be paid to your sponsor, officers, or
directors. Please also disclose the conflicts of interest that may arise in the ability to
pursue a business combination with an entity affiliated with your sponsor, officers or
directors, as referenced on page 8. Your disclosure should include conflicts between
your sponsor or its affiliates, or your officers, directors or promoters on one hand, and
your unaffiliated security holders on the other. See Item 1603(b) of Regulation S-K.
Signatures, page II-4
20.Please identify the principal accounting officer and include a signature line. See
Instructions to Signatures of Form S-1.
            Please contact Eric McPhee at 202-551-3693 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Pam Howell at 202-551-
3357 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Cassi Olson