SecProbe.io

CORRESP
 1
 filename1.htm

 Quantumsphere Acquisition Corporation

 1185 6 th Avenue, Suite 304

 New York, NY 10036

 August 1, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Re:
 Quantumsphere Acquisition Corporation

 Registration Statement on
Form S-1

 File No. 333-287672

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended, Quantumsphere 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 4:15 p.m.,
Eastern Time, on August 5, 2025, or as soon as practicable thereafter.

 Very truly yours,

 Quantumsphere Acquisition Corporation

 By:
 /s/ Ping Zhang

 Ping Zhang

 Chief Executive Officer

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

CORRESP
 1
 filename1.htm

 July 29, 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 Corp

 Amendment No. 2 to Registration Statement
on Form S-1

 Filed July 24, 2025

 File No. 333-287672

 Ladies and Gentlemen:

 On behalf of our client, Quantumsphere
Acquisition Corporation (" Quantumsphere "), 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 July 28, 2025, relating to Quantumsphere's Registration on Form S-1 filed July 24, 2025.

 Quantumsphere is filing via
EDGAR Amendment No. 3 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. 2 to Form S-1 filed July 24,
2025

 The excise tax included in the Inflation Reduction
Act of 2022 ..., page 69

 1.
 Please reconcile disclosure that funds held in the trust account may be used to pay excise taxes with the provisions of Section 1(j) of the Investment Management Trust Agreement stating that the company is not permitted to use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other similar fees or taxes in nature that may be imposed on pursuant to any current, pending or future rules or laws. We also note disclosure on page 35 stating that the sponsor has agreed to directly pay such tax on your behalf or to advance the necessary funds to you.

 Response : We acknowledge the Staff's
comment and advise that the disclosure on page 70 has been revised to address the Staff's comment.

 Dilution, page 99

 2 .
 We note that your disclosures here and on the cover page assume the maximum redemption is the full amount of the shares in this offering. However, the form of post-offering Memorandum and Articles of Association filed as Exhibit 3.2 states that the company will not conduct redemptions if they would cause the company to have net tangible assets of less than $5,000,001. Please reconcile, and also describe this limitation on redemptions in the summary, and on the cover page where you describe the 15% limitation. Please see Items 1602(a)(2) and (b)(3).

 Response : We acknowledge the Staff's
comment and advise that the form of post-offering Memorandum and Articles of Association filed as Exhibit 3.2 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>
 July 28, 2025

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

 Re: Quantumsphere Acquisition Corporation
 Amendment No. 2 to Registration Statement on Form S-1
 Filed July 24, 2025
 File No. 333-287672
Dear Ping Zhang:

 We have reviewed your amended 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.

Amendment No. 2 to Form S-1 filed July 24, 2025
The excise tax included in the Inflation Reduction Act of 2022 ..., page 69

1. Please reconcile disclosure that funds held in the trust account may be
used to pay
 excise taxes with the provisions of Section 1(j) of the Investment
Management Trust
 Agreement stating that the company is not permitted to use the proceeds
placed in the
 trust account and the interest earned thereon to pay any excise taxes or
any other
 similar fees or taxes in nature that may be imposed on pursuant to any
current,
 pending or future rules or laws. We also note disclosure on page 35
stating that the
 sponsor has agreed to directly pay such tax on your behalf or to advance
the necessary
 funds to you.
 July 28, 2025
Page 2
Dilution, page 99

2. We note that your disclosures here and on the cover page assume the
maximum
 redemption is the full amount of the shares in this offering. However,
the form of
 post-offering Memorandum and Articles of Association filed as Exhibit
3.2 states that
 the company will not conduct redemptions if they would cause the company
to have
 net tangible assets of less than $5,000,001. Please reconcile, and also
describe this
 limitation on redemptions in the summary, and on the cover page where
you describe
 the 15% limitation. Please see Items 1602(a)(2) and (b)(3).

 Please contact Jeffrey Lewis at 202-551-6216 or Shannon Menjivar at
202-551-3856
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.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 July 10, 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 Corp

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

 Filed May 30, 2025

 File No. 333-287672

 Ladies and Gentlemen:

 On behalf of our client, Quantumsphere Acquisition Corporation (" Quantumsphere "), 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 June 24, 2025, relating to Quantumsphere's Registration on Form S-1 filed May 30, 2025.

 Quantumsphere 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.

 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.

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

 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 the letter agreement on page 13.

 Response : We acknowledge the Staff's comment and advise that the disclosure on page 15 has been revised to address the Staff's comment.

 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.

 Response : We acknowledge the Staff's comment and advise that the disclosure on pages 30, 80 and 127 have been revised to address the Staff's comment.

 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.

 Response :
We acknowledge the Staff's comment and advise that the disclosure on pages 29, 37, 80 and 127 have been revised to address the
Staff's comment.

 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.

 Response : We acknowledge the Staff's comment and advise that the disclosure on pages 70 and 96 have been revised to address the Staff's comment.

 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.

 Response : We acknowledge the Staff's comment and advise that the disclosure on page 57 has been revised to address the Staff's comment.

 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.

 Response : We acknowledge the Staff's comment and advise that the disclosure on page 102 has been revised to address the Staff's comment.

 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 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.

 Response :
We acknowledge the Staff's comment and advise that the disclosure on
page 147 has been added to address the Staff's comment.

 2

 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.

 Response : We acknowledge the Staff's comment and advise that the disclosure on pages 20, 37, 71 and 136 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

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>