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