SecProbe.io

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

CORRESP
 1
 filename1.htm

 STARRY SEA ACQUISITION CORP

 August 5, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attn:
Isabel Rivera
Pam Howell
Ameen Hamady
Kristina Marrone

 Re:

 STARRY SEA ACQUISITION CORP
 Registration Statement on Form S-1, as amended
 (Registration No. 333-287976)
 Request for Acceleration of Effectiveness

 Dear Ms. Rivera, Ms. Howell, Mr. Hamady and Ms. Marrone,

 Pursuant to Rule 461 of Regulation
C ("Rule 461") promulgated under the Securities Act of 1933, as amended, STARRY SEA ACQUISITION CORP (the "Company")
hereby requests that the effectiveness of the above-referenced registration statement on Form S-1, as amended (the "S-1 Registration
Statement"), be accelerated to, and that the S-1 Registration Statement become effective at, 5:00 p.m., Eastern Time on August 7,
2025 or as soon thereafter as practicable.

 If there is any change in
the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making
an oral request of acceleration of the effectiveness of the S-1 Registration Statement in accordance with Rule 461. Such request may be
made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Pillsbury Winthrop Shaw Pittman
LLP.

 The Company understands that
the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined in this request in a separate
letter filed with the Commission today.

 [Signature page follows]

 Very truly yours,

 STARRY SEA ACQUISITION CORP

 By:
 /s/
Yan Liang

 Name:
 Yan Liang

 Title:
 Chief Executive Officer and Chairperson of Board

CORRESP
 1
 filename1.htm

 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office
 Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China
 Tel +86.21.6137.7999 | fax +86.21.6137.7900

 Jia Yan
 Tel: 86.21.6137.7980
 jia.yan@pillsburylaw.com

 August 1, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Isabel Rivera Pam Howell Ameen Hamady Kristina Marrone

 Re:

 STARRY SEA ACQUISITION CORP
 Amendment No. 3 to Registration Statement on Form S-1
 Filed July 31, 2025
 File No. 333-287976

 Dear Ms. Rivera, Ms. Howell, Mr. Hamady and Ms. Marrone,

 On behalf of our client, STARRY
SEA ACQUISITION CORP, a Cayman Islands company (the "Company"), we submit to the staff (the "Staff") of the Division
of Corporation Finance of the Securities and Exchange Commission (the "Commission") this letter setting forth the Company's
responses to the comments contained in the Staff's letter dated July 31, 2025 (the "Comment Letter"), with respect to
the Company's registration statement on Form S-1 filed with the Commission on June 12, 2025 (as amended on July 7, 2025, July 25,
2025 and July 31, 2025, the "Registration Statement").

 Concurrently with the transmission
of this letter, the Company is filing Amendment No.4 to the Registration Statement (the "Amendment") with the Commission through
EDGAR, which reflects the Company's responses to the comments provided by the Staff and certain updated information. For ease of
reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All page references
in the responses set forth below refer to the page numbers in the Registration Statement.

 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 Amendment No. 3 to Registration
Statement on Form S-1 filed July 31, 2025

 Exhibits

 1.

 We note the revised legality opinion filed
 as Exhibit 5.1. We note that certain provisions of the directors' certificate, upon which counsel relied without further
 verification, either assume away the relevant issue or assume away facts that underlie the opinion or are readily
 ascertainable. For instance, we note paragraphs 3, 4, 5, 10, 12, and 17. Please revise to remove these provisions or
 advise. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.

 Response : The Company respectfully
acknowledges the Staff's comment and has filed an amended Cayman Islands counsel opinion (including a revised director's certificate)
accordingly. The Company further advises that, pursuant to its Cayman Islands legal counsel, Maples and Calder (Hong Kong) LLP (" Maples "),
most of the paragraphs identified in the Staff's comment have been removed. However, the latter portion of paragraph 3 (which does
not conflict with the Staff's comments) and the entirety of former paragraph 10 (now renumbered as paragraph 8) have been reinstated.

 With respect to former paragraph 10
(now paragraph 8), Maples respectfully advises the Staff as follows:

 (a) While public searches in the Cayman Islands (e.g., court register, director register) may confirm certain
aspects of a company's status, they do not disclose whether there are pending legal, arbitral, or administrative proceedings, nor
do they reveal whether internal steps have been taken toward liquidation, restructuring, or the appointment of a receiver. Many of these
actions-particularly those initiated internally by directors or shareholders, such as the passage of resolutions to wind up the
company-may not be reflected in the public record until formal filings are made and accepted by the Cayman court;

 (b) Accordingly, factual confirmation from the Company's directors is necessary to establish that the
Company is not subject to any such proceedings or internal actions that may affect its legal status or capacity. The purpose of the language
in former paragraph 10 (now renumbered as paragraph 8) is not to assume or imply that the Company is involved in insolvency or bankruptcy
proceedings-which would be inconsistent with applicable regulatory requirements-but rather to confirm the absence of such
matters. This confirmation is a statement of fact, not a legal assumption, and is essential to support the legal opinion that the Company
is in good standing and has the requisite capacity and authority to enter into the relevant transactions.

 Please
do not hesitate to contact Jia Yan at 86 (021) 6137-7980 or jia.yan@pillsburylaw.com, or Tianze Ma at 86 (010) 8572-1117 or tianze.ma@pillsburylaw.com
of Pillsbury Winthrop Shaw Pittman LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/
 Pillsbury Winthrop Shaw Pittman LLP

 Pillsbury
 Winthrop Shaw Pittman LLP

 cc:
 Yan
 Liang, Chief Executive Officer
 Kong
 Wai Yap, Chief Financial Officer

CORRESP
 1
 filename1.htm

 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office
 Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China
 Tel +86.21.6137.7999 | fax +86.21.6137.7900

 Jia Yan
 Tel: 86.21.6137.7980
 jia.yan@pillsburylaw.com

 July 31, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Isabel Rivera Pam Howell Ameen Hamady Kristina Marrone

 Re:

 STARRY SEA ACQUISITION CORP
 Amendment No. 2 to Registration Statement
on Form S-1
 Filed July 25, 2025
 CIK No. 0002059165

 Dear Ms. Rivera, Ms. Howell, Mr. Hamady and Ms. Marrone,

 On behalf of our client, STARRY
SEA ACQUISITION CORP, a Cayman Islands company (the "Company"), we submit to the staff (the "Staff") of the Division
of Corporation Finance of the Securities and Exchange Commission (the "Commission") this letter setting forth the Company's
responses to the comments contained in the Staff's letter dated July 30, 2025 (the "Comment Letter"), with respect to
the Company's registration statement on Form S-1 filed with the Commission on June 12, 2025 (as amended on July 7, 2025 and
July 25, 2025, the "Registration Statement").

 Concurrently with the transmission
of this letter, the Company is filing Amendment No.3 to the Registration Statement (the "Amendment") with the Commission
through EDGAR, which reflects the Company's responses to the comments provided by the Staff and certain updated information. For
ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All
page references in the responses set forth below refer to the page numbers in the Registration Statement.

 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 Amendment
No. 2 to Registration Statement on Form S-1 filed July 25, 2025

 Exhibits

 1. Please
 file an amended Cayman Islands counsel opinion to remove inappropriate assumptions or explain.
 For example, see assumption 2.10 and assumption 2.12 as it relates to par value.
 It is not appropriate for counsel to include in its opinion assumptions that assume
 any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal
 Bulletin No. 19. Please also attach the Directors' Certificate to the legality opinion.

 Response :
The Company respectfully acknowledges the Staff's comment and has filed an amended Cayman Islands counsel opinion accordingly.
In addition, the Directors' Certificate has been attached to the amended legal opinion.

 2. The
 trust account termination letter attached as Exhibit A to the Investment Management Trust
 Agreement filed as Exhibit 10.2 states that " . . . counsel for the Company shall deliver
 to you written notification that the Business Combination has been consummated, or will
 be consummated substantially, concurrently with your transfer of funds . . ." Nasdaq
 Listing Rule IM-5101-2(a) states that "[a]t least 90% of the gross proceeds . . . must
 be deposited in a trust account maintained by an independent trustee." It is unclear
 how the release of funds earlier than the consummation of the initial business combination
 would comport with this listing standard. We also note that the disclosure is inconsistent
 with the disclosure in the prospectus, which states proceeds will not be released until "the
 completion of our initial business combination within the required time period." Please
 reconcile the disclosure and advise how this is consistent with the Nasdaq Listing Rule.

 Response :
The Company respectfully acknowledges the Staff's comment and has revised Exhibit A to the Investment Management Trust Agreement,
filed as Exhibit 10.2, to remove the language ", or will be consummated substantially, concurrently with your transfer of funds."

 Please
do not hesitate to contact Jia Yan at 86 (021) 6137-7980 or jia.yan@pillsburylaw.com, or Tianze Ma at 86 (010) 8572-1117 or tianze.ma@pillsburylaw.com
of Pillsbury Winthrop Shaw Pittman LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/
 Pillsbury Winthrop Shaw Pittman LLP

 Pillsbury
 Winthrop Shaw Pittman LLP

 cc:
 Yan
 Liang, Chief Executive Officer
 Kong
 Wai Yap, Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 31, 2025

Kong Wai Yap
Chief Financial Officer
Starry Sea Acquisition Corp
418 Broadway #7531
Albany, NY 12207

 Re: Starry Sea Acquisition Corp
 Amendment No. 3 to Registration Statement on Form S-1
 Filed July 31, 2025
 File No. 333-287976
Dear Kong Wai Yap:

 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 the 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. Unless
we note
otherwise, any references to prior comments are to comments in our July 30,
2025 letter.

Amendment No. 3 to Registration Statement on Form S-1 filed July 31, 2025
Exhibits

1. We note the revised legality opinion filed as Exhibit 5.1. We note that
certain
 provisions of the directors' certificate, upon which counsel relied
without further
 verification, either assume away the relevant issue or assume away facts
that underlie
 the opinion or are readily ascertainable. For instance, we note
paragraphs 3, 4, 5, 10,
 12, and 17. Please revise to remove these provisions or advise. Refer to
Section
 II.B.3.a of Staff Legal Bulletin No. 19.
 July 31, 2025
Page 2

 Please contact Ameen Hamady at 202-551-3891 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 with
any other questions.

 Sincerely,

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Kong Wai Yap
Chief Financial Officer
Starry Sea Acquisition Corp
418 Broadway #7531
Albany, NY 12207

 Re: Starry Sea Acquisition Corp
 Amendment No. 2 to Registration Statement on Form S-1
 Filed July 25, 2025
 File No. 333-287976
Dear Kong Wai Yap:

 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. Unless
we note
otherwise, any references to prior comments are to comments in our June 23,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-1 filed July 25, 2025
Exhibits

1. Please file an amended Cayman Islands counsel opinion to remove
inappropriate
 assumptions or explain. For example, see assumption 2.10 and assumption
2.12 as it
 relates to par value. It is not appropriate for counsel to include in
its opinion
 assumptions that assume any of the material facts underlying the
opinion. Refer to
 Section II.B.3.a of Staff Legal Bulletin No. 19. Please also attach the
Directors'
 Certificate to the legality opinion.
2. The trust account termination letter attached as Exhibit A to the
Investment
 Management Trust Agreement filed as Exhibit 10.2 states that " . . .
counsel for the
 Company shall deliver to you written notification that the Business
Combination has
 been consummated, or will be consummated substantially, concurrently
with your
 July 30, 2025
Page 2

 transfer of funds . . ." Nasdaq Listing Rule IM-5101-2(a) states that
[a]t least 90% of
 the gross proceeds . . . must be deposited in a trust account maintained
by an
 independent trustee. It is unclear how the release of funds earlier
than the
 consummation of the initial business combination would comport with this
listing
 standard. We also note that the disclosure is inconsistent with the
disclosure in the
 prospectus, which states proceeds will not be released until "the
completion of our
 initial business combination within the required time period." Please
reconcile the
 disclosure and advise how this is consistent with the Nasdaq Listing
Rule.
 Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 with
any other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Pillsbury
Winthrop Shaw Pittman LLP Shanghai Representative Office

 Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China

 Tel +86.21.6137.7999 | fax +86.21.6137.7900

 Jia
Yan

 Tel:
86.21.6137.7980

 jia.yan@pillsburylaw.com

 July 7, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Isabel Rivera

 Pam Howell

 Ameen Hamady

 Kristina Marrone

 Re:

 STARRY SEA ACQUISITION CORP
 Registration Statement on Form S-1
 Filed June 12, 2025
 CIK No. 0002059165

 Dear Ms. Rivera, Ms. Howell, Mr. Hamady and Ms. Marrone,

 On behalf of our client, STARRY
SEA ACQUISITION CORP, a Cayman Islands company (the "Company"), we submit to the staff (the "Staff") of the Division
of Corporation Finance of the Securities and Exchange Commission (the "Commission") this letter setting forth the Company's
responses to the comments contained in the Staff's letter dated June 23, 2025 (the "Comment Letter"), with respect to
the Company's registration statement on Form S-1 filed with the Commission on June 12, 2025 (the "Registration Statement").

 Concurrently with the transmission
of this letter, the Company is filing the Amendment No.1 to the Registration Statement (the "Amendment") with the Commission
through EDGAR, which reflects the Company's responses to the comments provided by the Staff and certain updated information. For
ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response. All
page references in the responses set forth below refer to the page numbers in the Registration Statement.

 Registration Statement
on Form S-1 filed June 12, 2025

 Risk Factors

 Risks Associated with
Our Business

 Our letter agreement
with our sponsor, officers and directors may be amended without

 shareholder approval.,
page 52

 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 1. We note your disclosure in response to prior comment 4. Please expand your disclosure to address the difficulty
that a replacement sponsor may have in finding a business combination target.

 Response : The Company respectfully
acknowledges the Staff's comment and has revised its disclosure on page 52 of the Amendment accordingly.

 Executive Officer and
Director Compensation, page 129

 2. We note the form of the employment agreement filed as Exhibit 10.8 and the form of the director service
agreement filed as Exhibit 10.9. Please revise this section to clearly disclose any compensation arrangements that have been entered into
or that will be entered into after the completion of this offering with the executive officers and directors. See Item 402 of Regulation
S-K. Please also revise the cover page, summary, and the table on page 128 as required by Items 1602(a)(3), 1602(b)(6), and
1603(a)(6) of Regulation S-K.

 Response : The Company respectfully
acknowledges the Staff's comment and advises that, other than the share-based compensation arrangements disclosed on the cover page,
in the summary section, and in the table on page 129 of the Amendment, there are no additional compensation arrangements that have been
entered into or are currently contemplated to be entered into with the Company's executive officers or directors following the completion
of this offering.

 General

 3. We note the exclusive forum provision in the form of the second amended and restated memorandum and articles
of association. Please provide clear disclosure of this provision, including whether it applies to federal securities law claims, and
any risks to shareholders.

 Response : The Company respectfully
acknowledges the Staff's comment and has provided disclosures on pages 60, 61 and 151 of the Amendment accordingly.

 Please do not hesitate to
contact Jia Yan at 86 (021) 6137-7980 or jia.yan@pillsburylaw.com, or Tianze Ma at 86 (010) 8572-1117 or tianze.ma@pillsburylaw.com of
Pillsbury Winthrop Shaw Pittman LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ Pillsbury Winthrop Shaw Pittman LLP

 Pillsbury Winthrop Shaw Pittman LLP

 cc:
 Yan Liang, Chief Executive Officer

 Kong Wai Yap, Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 23, 2025

Kong Wai Yap
Chief Financial Officer
Starry Sea Acquisition Corp
418 Broadway #7531
Albany, NY 12207

 Re: Starry Sea Acquisition Corp
 Registration Statement on Form S-1
 Filed June 12, 2025
 File No. 333-287976
Dear Kong Wai Yap:

 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 21,
2025 letter on
your draft registration statement.

Registration Statement on Form S-1 filed June 12, 2025
Risk Factors
Risks Associated with Our Business
Our letter agreement with our sponsor, officers and directors may be amended
without
shareholder approval., page 52

1. We note your disclosure in response to prior comment 4. Please expand
your
 disclosure to address the difficulty that a replacement sponsor may have
in finding a
 business combination target.
Executive Officer and Director Compensation, page 129

2. We note the form of the employment agreement filed as Exhibit 10.8 and
the form of
 the director service agreement filed as Exhibit 10.9. Please revise this
section to
 June 23, 2025
Page 2

 clearly disclose any compensation arrangements that have been entered
into or that
 will be entered into after the completion of this offering with the
executive officers
 and directors. See Item 402 of Regulation S-K. Please also revise the
cover page,
 summary, and the table on page 128 as required by Items 1602(a)(3),
1602(b)(6), and
 1603(a)(6) of Regulation S-K.
General

3. We note the exclusive forum provision in the form of the second amended
and
 restated memorandum and articles of association. Please provide clear
disclosure of
 this provision, including whether it applies to federal securities law
claims, and any
 risks to shareholders.
 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 Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 with
any other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office
 Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China
 Tel +86.21.6137.7999 | fax +86.21.6137.7900

 Jia Yan
 Tel: 86.21.6137.7980
 jia.yan@pillsburylaw.com

 June 12, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attn: Isabel Rivera Pam Howell Ameen Hamady Kristina Marrone

 Re:

 STARRY SEA ACQUISITION CORP
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted April 11, 2025
 CIK No. 0002059165

 Dear Ms. Rivera, Ms. Howell, Mr. Hamady and Ms. Marrone,

 On behalf of our client, STARRY SEA ACQUISITION CORP, a Cayman Islands company (the "Company"), we submit to the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated April 21, 2025 (the "Comment Letter"), with respect to the Company's draft registration statement on Form S-1 submitted confidentially with the Commission on March 5, 2025 (as amended on April 11, 2025, the "Draft Registration Statement").

 Concurrently with the transmission
of this letter, the Company is publicly filing its registration statement on Form S-1 (the "Registration Statement") with
the Commission through EDGAR, which reflects the Company's responses to the comments provided by the Staff and certain updated information.
For ease of reference, each comment contained in the Comment Letter is printed below and is followed by the Company's response.
All page references in the responses set forth below refer to the page numbers in the Registration Statement.

 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

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

 Cover Page

 1.
 We note your revisions in response to prior comment 3 and re-issue the comment in part. Please revise your disclosure to specifically address the legal and operational risks associated with a majority of your directors and officers based in or having significant ties to China, and make clear whether these risks could result in a material change in your search for a target company and/or the value of the securities you are registering for sale.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on the cover page of the Registration Statement accordingly.

 Prospectus Summary

 Shareholder approval of, or tender offer in connection with, initial business combination, page 29

 2.
 We note your disclosure in response to prior comment 7. However, we continue to note disclosure throughout the prospectus that all shares purchased in or after this offering will be voted in favor of the business combination. Please revise your disclosure throughout the prospectus to note how such purchases will comply with Rule 14e-5.

 Response : The Company
respectfully acknowledges the Staff's comment and has revised its disclosure on pages 18, 24, 29, 55, 65, 117 and 143 and
throughout the Registration Statement accordingly.

 Risk Factors, page 42

 3.
 We note the disclosure on page 139 that in order to facilitate your initial business combination your sponsor may surrender or forfeit, transfer or exchange your founder shares, private placement units or any of your other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. Please add risk factor disclosure about risks that may arise from the sponsor having the ability to remove itself as your sponsor before identifying a business combination, including through the unconditional ability to transfer the founder shares or otherwise. Please also revise the disclosure on page 18 regarding transfer restrictions for consistency.

 Response :
The Company respectfully acknowledges the Staff's comment and has revised its disclosure on page 18 and added the risk factor
disclosure on page 52 of the Registration Statement accordingly .

 2
 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 If we were deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance . . ., page 56

 4.
 We note your response to prior comment 9 and re-issue the comment in part. Please revise your risk factor disclosure to state that you will update your disclosure if the facts and circumstances underlying your analysis change over time.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on page 57 of the Registration Statement accordingly.

 Note 2 - Summary of Significant Accounting Policies, page F-9

 5.
 We note your response to prior comment 14. You identify formation and operating costs as a key measure of segment profit or loss reviewed by your CODM. However, it does not appear that this income statement line item represents a measure of segment profit or loss for purposes of ASC 280. Given that management has determined that the company only has one operating segment and that the CODM reviews the operating results for the company as a whole to make decisions about allocating resources and assessing financial performance, it appears that consolidated net income or loss would be the key measure of segment profit or loss reviewed by the CODM. Please revise your disclosure or tell us why you believe a revision is not necessary. Note that if the CODM uses more than one measure of segment profit or loss, the measure required to be disclosed shall be that which is determined in accordance with the measurement principles most consistent with those used measuring the corresponding amounts in the consolidated financial statements. Additional measures of segment profit or loss may be disclosed voluntarily. Refer to ASC 280-10-50-28A through 50-28C.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on page F-14 of the Registration Statement accordingly.

 6.
 Please revise your segment disclosure to disclose significant segment expenses and other segment items for each reported measure of segment profit or loss. Refer to ASC 280-10-50-26A and 50-26B.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on page F-14 of the Registration Statement accordingly.

 3
 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 Please do not hesitate to contact Jia Yan at 86 (021) 6137-7980 or jia.yan@pillsburylaw.com, or Tianze Ma at 86 (010) 8572-1117 or tianze.ma@pillsburylaw.com of Pillsbury Winthrop Shaw Pittman LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ Pillsbury Winthrop Shaw Pittman LLP

 Pillsbury Winthrop Shaw Pittman LLP

 cc:

 Yan Liang, Chief Executive Officer
 Kong Wai Yap, Chief Financial Officer

 4

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Kong Wai Yap
Chief Financial Officer
STARRY SEA ACQUISITION CORP
418 Broadway #7531
Albany, NY 12207

 Re: STARRY SEA ACQUISITION CORP
 Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted April 11, 2025
 CIK No. 0002059165
Dear Kong Wai Yap:

 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 March 28, 2025 letter.

Amendment No. 1 to Draft Registration Statement on Form S-1 submitted April 11,
2025
Cover Page

1. We note your revisions in response to prior comment 3 and re-issue the
comment in
 part. Please revise your disclosure to specifically address the legal
and operational
 risks associated with a majority of your directors and officers based in
or having
 significant ties to China, and make clear whether these risks could
result in a material
 change in your search for a target company and/or the value of the
securities you are
 registering for sale.
 April 21, 2025
Page 2
Prospectus Summary
Shareholder approval of, or tender offer in connection with, initial business
combination,
page 29

2. We note your disclosure in response to prior comment 7. However, we
continue to
 note disclosure throughout the prospectus that all shares purchased in
or after this
 offering will be voted in favor of the business combination. Please
revise your
 disclosure throughout the prospectus to note how such purchases will
comply with
 Rule 14e-5.
Risk Factors, page 42

3. We note the disclosure on page 139 that in order to facilitate your
initial business
 combination your sponsor may surrender or forfeit, transfer or exchange
your founder
 shares, private placement units or any of your other securities,
including for no
 consideration, as well as subject any such securities to earn-outs or
other restrictions,
 or otherwise amend the terms of any such securities or enter into any
other
 arrangements with respect to any such securities. Please add risk factor
disclosure
 about risks that may arise from the sponsor having the ability to remove
itself as your
 sponsor before identifying a business combination, including through the
 unconditional ability to transfer the founder shares or otherwise.
Please also revise the
 disclosure on page 18 regarding transfer restrictions for consistency.
If we were deemed to be an investment company under the Investment Company Act,
we
may be required to institute burdensome compliance . . ., page 56

4. We note your response to prior comment 9 and re-issue the comment in
part. Please
 revise your risk factor disclosure to state that you will update your
disclosure if the
 facts and circumstances underlying your analysis change over time.
Note 2 - Summary of Significant Accounting Policies, page F-9

5. We note your response to prior comment 14. You identify formation and
operating
 costs as a key measure of segment profit or loss reviewed by your CODM.
 However, it does not appear that this income statement line item
represents a measure
 of segment profit or loss for purposes of ASC 280. Given that management
has
 determined that the company only has one operating segment and that the
 CODM reviews the operating results for the company as a whole to make
decisions
 about allocating resources and assessing financial performance, it
appears that
 consolidated net income or loss would be the key measure of segment
profit or loss
 reviewed by the CODM. Please revise your disclosure or tell us why you
believe a
 revision is not necessary. Note that if the CODM uses more than one
measure of
 segment profit or loss, the measure required to be disclosed shall be
that which is
 determined in accordance with the measurement principles most consistent
with those
 used measuring the corresponding amounts in the consolidated financial
statements.
 Additional measures of segment profit or loss may be disclosed
voluntarily. Refer to
 ASC 280-10-50-28A through 50-28C.
 April 21, 2025
Page 3
6. Please revise your segment disclosure to disclose significant segment
expenses and
 other segment items for each reported measure of segment profit or loss.
Refer to
 ASC 280-10-50-26A and 50-26B.

 Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 with
any other questions.

 Sincerely,

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

CORRESP
 1
 filename1.htm

 Pillsbury
Winthrop Shaw Pittman LLP Shanghai Representative Office

 Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China

 Tel +86.21.6137.7999 | fax +86.21.6137.7900

 Jia
Yan

 Tel:
86.21.6137.7980

 jia.yan@pillsburylaw.com

 April 11, 2025

 VIA EDGAR

 United States Securities and Exchange Commission
 Division of Corporation Finance
 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn:

 Isabel Rivera

 Pam Howell

 Ameen Hamady

 Kristina Marrone

 Re:

 STARRY SEA ACQUISITION CORP
 Draft Registration Statement on Form S-1
 Submitted March 5, 2025
 CIK No. 0002059165

 Dear Ms. Rivera, Ms. Howell, Mr. Hamady and Ms. Marrone,

 On behalf of our client, STARRY SEA ACQUISITION CORP, a Cayman Islands company (the "Company"), we submit to the staff (the "Staff") of
 the Division of Corporation Finance of the Securities and Exchange Commission (the
 "Commission") this letter setting forth the Company's responses to the comments contained in the Staff's letter dated March 28, 2025 (the "Comment Letter"), with respect to the above-referenced Draft Registration
 Statement on Form S-1 submitted confidentially with the Commission on March 5, 2025 (the "Draft Registration Statement").

 Concurrently with the transmission of this letter, the Company is submitting Amendment
 No. 1 to the Draft Registration Statement (the "Amendment") with the Commission through
 EDGAR, which reflects the Company's responses to the comments provided by the Staff and certain updated information.
 For ease of reference, each comment contained in the Comment Letter is printed below
 and is followed by the Company's response. All page references in the responses set forth below refer to the page
 numbers in the Amendment.

 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 Cover Page

 1.
 We note your disclosure regarding compensation in paragraphs 8 through 10 of your
 cover page. Please expand your disclosure to include cross-references to all compensation
 disclosure in your prospectus, for example that in response to the requirements of 1602(b)(6) of Regulation S-K.
 Refer to Item 1602(a)(3) of Regulation S-K.

 Response : The Company
 respectfully acknowledges the Staff's comment and has revised its disclosure on the cover page of the Amendment
 accordingly.

 2.
 Please clearly identify those officers and directors that are located in China. Please
 also disclose the location of the sponsor. Finally, please disclose the principal
 executive offices of the company.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on the cover page and throughout the Amendment accordingly.

 3.
 Provide prominent disclosure about the legal and operational risks associated with
 a majority of your directors and officers based in or having significant ties to China. Your disclosure
 should make clear whether these risks could result in a material change in your search for a target
 company and/or the value of the securities you are registering for sale. Your disclosure should address
 how recent statements and regulatory actions by China's government, such as those related to data security or anti-monopoly concerns, have
 or may impact the company's ability to conduct its business, accept foreign investments, or list on a U.S. or
 other foreign exchange. Your prospectus summary should address, but not necessarily
 be limited to, the risks highlighted on the prospectus cover page.

 Response : The Company
 respectfully acknowledges the Staff's comment and has revised its disclosure on the cover page and pages 9, 10, 12, 39 and
 76 of the Amendment accordingly.

 4.
 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 their shares "at a per-share price . . . equal to the aggregate
 amount then on deposit in the trust account described below, including interest (net
 of taxes payable and up to $100,000 of interest released to us to pay dissolution
 expenses), divided by the number of then outstanding ordinary shares that were sold
 in this offering." 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)." Please also
 reconcile such references to dissolution expenses from the interest with the disclosure
 on page 29 that you will pay the costs of liquidating the trust account from your
 remaining assets outside of the trust account.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on the cover page and throughout the Amendment accordingly.

 2
 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 5.
 Please revise your tabular format of your net tangible book value per share at specified
 redemption levels to be consistent with and reflect the difference between the offering
 price of $8.75 and pro forma net tangible book value as calculated in your Dilution section on pages 96 through 98. See Item 1602(c) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on the cover page of the Amendment accordingly.

 Prospectus Summary, page 1

 6.
 Please revise your disclosure regarding extensions to state if there exists a limit
 to the number of extensions to your deadline to complete the initial business combination and the consequences to
 your sponsor if you do not complete an initial business combination within the deadline.
 Refer to Item 1602(b)(4) of Regulation S-K.

 Response : The Company
 respectfully acknowledges the Staff's comment and has revised its disclosure on the cover page and page 16 of the Amendment
 accordingly.

 Shareholder approval of, or tender offer in connection with, initial business combination, page
 26

 7.
 We note your disclosure here and throughout your registration statement regarding
 the letter agreement between your initial shareholders, officers, and directors to
 vote all of their shares, including shares purchased in or after this offering in
 favor of any proposed business combination. Please provide your analysis on how such
 purchases will comply with Rule 14e-5. For guidance, refer to Tender Offer Rules and Schedules Compliance and Disclosure
 Interpretation 166.01.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages 30 and 31 of the Amendment accordingly.

 Risk Factors Summary
 Risks associated with acquiring and operating a target business with its primary operations
 in China, page 34

 8.
 Please revise this subheading here and in your risk factors on page 71 to clarify
 that the legal and operational risks of acquiring and operating a target business in China
 are currently applicable to you as a result of the location in or substantial ties
 of your officers and directors to China.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on page 76 of the Amendment accordingly.

 3
 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 If we were deemed to be an investment company under the Investment Company Act . . ., page
51

 9.
 Where you disclose the risk that you may be considered to be operating as an unregistered investment company, 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 : The Company respectfully acknowledges the Staff's comment and confirms that it will update its disclosure to reflect changes in facts and circumstances
 over time and how those changes impact the risk that the Company may be considered
 to be operating as an unregistered investment company.

 Risks Associated with
Acquiring and Operating a Target Business with its Primary Operations in China
 The PRC government has indicated its intent to intervene in or influence a PRC company's business operations at any time . . ., page 73

 10.
 In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, please revise your disclosure to explain how this oversight impacts
 your officers and directors and to what extent you believe that you are compliant with the regulations
 or policies that have been issued by the CAC to date.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages 76, 78, 79 and 81 of the Amendment accordingly.

 Dividend Policy, page 93

 11.
 We note disclosure here that if you increase the size of your offering, you will effect
 a share capitalization in order to maintain the initial shareholders' ownership at 20.0%of your issued and outstanding ordinary shares. Please revise your prospectus to disclose the additional issuance of ordinary shares upon a change in the size of the offering discuss the
 extent to which such issuances may result in material dilution to shareholders. Refer
 to Items 1602(a)(3) and 1602(b)(6) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages 19, 23, 24, 56, 107, 136, 140 and 144 of the Amendment accordingly.

 Dilution, page 94

 12.
 Please amend your filing to provide outside of your dilution tables 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 : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on page 99 of the Amendment accordingly.

 4
 Pillsbury Winthrop Shaw Pittman LLP Shanghai Representative Office Suite 3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People's Republic of China Tel +86.21.6137.7999 | fax +86.21.6137.7900 Jia Yan Tel: 86.21.6137.7980 jia.yan@pillsburylaw.com

 Principal Shareholders, page 131

 13.
 Please describe the general character of the SPAC sponsor's business, describe the material roles and responsibilities of the SPAC sponsor,
 its affiliates, and any promoters in directing and managing the special purpose acquisition company's activities, disclose, as of the most recent practicable date, and the persons who
 have direct and indirect material interests in the SPAC sponsor, as well as the nature
 and amount of their interests. Please also disclose, in a tabular format to the extent
 practicable, the material terms of any agreement, arrangement, or understanding regarding
 restrictions on whether and when the SPAC sponsor and its affiliates may sell securities
 of the special purpose acquisition company, including the date(s) on which the agreement,
 arrangement, or understanding may expire; the natural persons and entities subject
 to such an agreement, arrangement, or understanding; any exceptions under such an
 agreement, arrangement, or understanding; and any terms that would result in an earlier
 expiration of such an agreement, arrangement, or understanding. See Item 1603(a)(2), (a)(4), (a)(7), and (a)(9) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages 138 and 139 of the Amendment accordingly.

 Note 2 - Summary of Significant Accounting Policies, page F-9

 14.
 Please tell us how you have complied with the reportable segment disclosure requirements pursuant to ASU 2023-07, or revise accordingly.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on pages F-11 and F-14 of the Amendment accordingly.

 General

 15.
 Please provide a brief description of all duties of each officer and director of the special purpose acquisition company to other companies to which they have fiduciary
 duties. Refer to Item 1603(c) of Regulation S-K.

 Response : The Company respectfully acknowledges the Staff's comment and has revised its disclosure on page 134 of the Amendment accordingly.

 Please do not hesitate to contact Jia Yan at 86 (021) 6137-7980 or jia.yan@pillsburylaw.com, or Tianze Ma at 86 (010) 8572-1117 or tianze.ma@pillsburylaw.com of Pillsbury Winthrop Shaw Pittman LLP with any questions or comments regarding this
 letter.

 Sincerely,

 /s/ Pillsbury Winthrop Shaw Pittman LLP

 Pillsbury Winthrop Shaw Pittman LLP

 cc:
 Kong Wai Yap, Chief Financial Officer

 5

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

Kong Wai Yap
Chief Financial Officer
STARRY SEA ACQUISITION CORP
PO Box 309
Ugland House
Grand Cayman
KY1-1104
Cayman Islands

 Re: STARRY SEA ACQUISITION CORP
 Draft Registration Statement on Form S-1
 Submitted March 5, 2025
 CIK No. 0002059165
Dear Kong Wai Yap:

 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 filed March 5, 2025
Cover Page

1. We note your disclosure regarding compensation in paragraphs 8 through
10 of your
 cover page. Please expand your disclosure to include cross-references to
all
 compensation disclosure in your prospectus, for example that in response
to the
 requirements of 1602(b)(6) of Regulation S-K. Refer to Item 1602(a)(3)
of Regulation
 S-K.
 March 28, 2025
Page 2
2. Please clearly identify those officers and directors that are located in
China. Please
 also disclose the location of the sponsor. Finally, please disclose the
principal
 executive offices of the company.
3. Provide prominent disclosure about the legal and operational risks
associated with a
 majority of your directors and officers based in or having significant
ties to China.
 Your disclosure should make clear whether these risks could result in a
material
 change in your search for a target company and/or the value of the
securities you are
 registering for sale. Your disclosure should address how recent
statements and
 regulatory actions by China s government, such as those related to
data security or
 anti-monopoly concerns, have or may impact the company's ability to
conduct its
 business, accept foreign investments, or list on a U.S. or other foreign
exchange. Your
 prospectus summary should address, but not necessarily be limited to,
the risks
 highlighted on the prospectus cover page.
4. 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 their shares "at a per-share
price . . .
 equal to the aggregate amount then on deposit in the trust account
described below,
 including interest (net of taxes payable and up to $100,000 of interest
released to us to
 pay dissolution expenses), divided by the number of then outstanding
ordinary shares
 that were sold in this offering." 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)." Please also reconcile such references to
dissolution
 expenses from the interest with the disclosure on page 29 that you will
pay the costs
 of liquidating the trust account from your remaining assets outside of
the trust
 account.
5. Please revise your tabular format of your net tangible book value per
share at
 specified redemption levels to be consistent with and reflect the
difference between
 the offering price of $8.75 and pro forma net tangible book value as
calculated in your
 Dilution section on pages 96 through 98. See Item 1602(c) of Regulation
S-K.
Prospectus Summary, page 1

6. Please revise your disclosure regarding extensions to state if there
exists a limit to the
 number of extensions to your deadline to complete the initial business
combination
 and the consequences to your sponsor if you do not complete an initial
business
 combination within the deadline. Refer to Item 1602(b)(4) of Regulation
S-K.
Shareholder approval of, or tender offer in connection with, initial business
combination,
page 26

7. We note your disclosure here and throughout your registration statement
regarding the
 letter agreement between your initial shareholders, officers, and
directors to vote all of
 their shares, including shares purchased in or after this offering in
favor of any
 proposed business combination. Please provide your analysis on how such
purchases
 March 28, 2025
Page 3

 will comply with Rule 14e-5. For guidance, refer to Tender Offer Rules
and
 Schedules Compliance and Disclosure Interpretation 166.01.
Risk Factors Summary
Risks associated with acquiring and operating a target business with its
primary operations in
China, page 34

8. Please revise this subheading here and in your risk factors on page 71
to clarify that
 the legal and operational risks of acquiring and operating a target
business in China
 are currently applicable to you as a result of the location in or
substantial ties of your
 officers and directors to China.
If we were deemed to be an investment company under the Investment Company Act
. . .,
page 51

9. Where you disclose the risk that you may be considered to be operating
as an
 unregistered investment company, 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.
Risks Associated with Acquiring and Operating a Target Business with its
Primary
Operations in China
The PRC government has indicated its intent to intervene in or influence a PRC
company's
business operations at any time . . ., page 73

10. In light of recent events indicating greater oversight by the Cyberspace
 Administration of China (CAC) over data security, please revise your
disclosure to
 explain how this oversight impacts your officers and directors and to
what extent you
 believe that you are compliant with the regulations or policies that
have been issued
 by the CAC to date.
Dividend Policy, page 93

11. We note disclosure here that if you increase the size of your offering,
you will effect a
 share capitalization in order to maintain the initial shareholders'
ownership at 20.0%
 of your issued and outstanding ordinary shares. Please revise your
prospectus to
 disclose the additional issuance of ordinary shares upon a change in the
size of the
 offering discuss the extent to which such issuances may result in
material dilution to
 shareholders. Refer to Items 1602(a)(3) and 1602(b)(6) of Regulation
S-K.
Dilution, page 94

12. Please amend your filing to provide outside of your dilution tables 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.
Principal Shareholders, page 131

13. Please describe the general character of the SPAC sponsor's business,
describe the
 material roles and responsibilities of the SPAC sponsor, its affiliates,
and any
 March 28, 2025
Page 4

 promoters in directing and managing the special purpose acquisition
company's
 activities, disclose, as of the most recent practicable date, and the
persons who have
 direct and indirect material interests in the SPAC sponsor, as well as
the nature and
 amount of their interests. Please also disclose, in a tabular format to
the extent
 practicable, the material terms of any agreement, arrangement, or
understanding
 regarding restrictions on whether and when the SPAC sponsor and its
affiliates may
 sell securities of the special purpose acquisition company, including
the date(s) on
 which the agreement, arrangement, or understanding may expire; the
natural persons
 and entities subject to such an agreement, arrangement, or
understanding; any
 exceptions under such an agreement, arrangement, or understanding; and
any terms
 that would result in an earlier expiration of such an agreement,
arrangement, or
 understanding. See Item 1602(a)(2), (a)(4), (a)(7), and (a)(9) of
Regulation S-K.
Note 2 - Summary of Significant Accounting Policies, page F-9

14. Please tell us how you have complied with the reportable segment
disclosure
 requirements pursuant to ASU 2023-07, or revise accordingly.
General

15. Please provide a brief description of all duties of each officer and
director of the
 special purpose acquisition company to other companies to which they
have fiduciary
 duties. Refer to Item 1603(c) of Regulation S-K.
 Please contact Ameen Hamady at 202-551-3891 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or Pam Howell at
202-551-3357 with
any other questions.

 Sincerely,

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

CORRESP
1
filename1.htm

Pillsbury
Winthrop Shaw Pittman LLP Shanghai Representative Office

Suite
3001, 30th Floor, Jing An Kerry Center, Tower 2, 1539 Nanjing Road West | Shanghai 200041 | People’s Republic of China

Tel
+86.21.6137.7999 | fax +86.21.6137.7900

Jia Yan

Tel: 86.21.6137.7980

jia.yan@pillsburylaw.com

March 5, 2025

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Confidential Submission of Draft Registration Statement on Form S-1

Ladies and Gentlemen,

Our client, STARRY SEA ACQUISITION
CORP, a Cayman Islands exempted company (the “Registrant”), has submitted a draft Registration Statement on Form S-1 (the
“Draft Registration Statement”) to the staff of the U.S. Securities and Exchange Commission (the “Commission”)
for confidential nonpublic review. The Draft Registration Statement relates to a proposed initial public offering and listing of the Registrant’s
units, each consisting of one ordinary share and one right to receive one-seventh (1/7) of one ordinary share upon the consummation of
an initial business combination. The Registrant confirms that it is an “emerging growth company” pursuant to the Jumpstart
Our Business Startups Act of 2012 and is confidentially submitting the Draft Registration Statement to the Commission in accordance therewith.
The Registrant also confirms that it will publicly file the registration statement and the nonpublic draft registration statements previously
submitted on a confidential basis at least 15 days prior to any road show in connection with the offering.

Please do not hesitate to contact
Jia Yan at 86 (021) 6137-7980 or jia.yan@pillsburylaw.com, or Tianze Ma at 86 (010) 8572-1117 or tianze.ma@pillsburylaw.com of Pillsbury
Winthrop Shaw Pittman LLP with any questions or comments regarding this letter.

    Sincerely,

    /s/ Pillsbury Winthrop Shaw Pittman LLP

    Pillsbury Winthrop Shaw Pittman LLP

    cc:
    Kong Wai Yap, Chief Financial Officer