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                              May 19, 2021

       Ryan M. Gilbert
       Chief Executive Officer
       New Starship Parent Inc.
       2929 Arch Street, Suite 1703
       Philadelphia, PA 19104

                                                        Re: New Starship Parent
Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed May 10, 2021
                                                            File No. 333-253142

       Dear Mr. Gilbert:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our April
12, 2021 letter.

       Amendment No. 2 to the Registration Statement on Form S-4

       Note 2. Restatement of Previously Issued Financial Statements
       Balance sheet as of September 30, 2020 (unaudited), page F-11

   1.                                                   Referencing the
adjustment to additional paid-in capital for the accounting for the
                                                        warrants, it appears
the amount should be an increase of $3,058,560 instead of
                                                        $(3,058,560). Please
revise or advise us.
 Ryan M. Gilbert
FirstName  LastNameRyan
New Starship  Parent Inc. M. Gilbert
Comapany
May        NameNew Starship Parent Inc.
     19, 2021
May 19,
Page 2 2021 Page 2
FirstName LastName
       You may contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Dietrich King at 202-551-8071 with any
other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Trade &
Services