Starry Sea Acquisition Corp (NASDAQ: SSEAR)

Starry Sea Acquisition Corp is a blank check company that was incorporated as a Cayman Islands exempted entity on December 5 2024. The company was formed for the exclusive purpose of effecting a merger share exchange asset acquisition share purchase reorganization or similar business combination with one or more businesses which it refers to as its initial business combination. Since its inception Starry Sea Acquisition Corp has not commenced any commercial operations and has not generated any revenue. All of its activities from formation through the end of 2025 have been devoted to organizational matters the preparation and execution of its initial public offering and the subsequent search for a suitable target for an initial business combination. The company’s sponsor is Starry Sea Investment Limited a British Virgin Islands company that was created to invest in the SPAC. The sponsor’s officers and directors are also shareholders of the sponsor with Mr Guojian Zhang the sole director of the sponsor holding the voting shares and the power to vote or dispose of those securities. On February 14 2025 the sponsor purchased 1 437 500 ordinary shares for an aggregate price of twenty five thousand dollars or approximately zero point zero one seven dollars per share and later transferred 205 000 founder shares to two executive officers and three independent director nominees at no consideration. The overallotment option associated with the IPO was exercised in full so none of the founder shares were subject to forfeiture. On August 11 2025 Starry Sea Acquisition Corp sold 5 750 000 units at a price of ten dollars per unit generating fifty seven million five hundred thousand dollars in gross proceeds. Each unit consists of one ordinary share with a par value of zero point zero zero zero one dollar and one right to receive one sixth of an ordinary share upon the consummation of the initial business combination. Simultaneously with the public offering the company completed a private placement of 247 121 units to the sponsor at the same price of ten dollars per unit yielding two million four hundred seventy one thousand two hundred ten dollars. The net proceeds from the public offering together with a portion of the private placement proceeds totaling fifty seven million five hundred thousand dollars were deposited in a trust account with Odyssey Transfer and Trust Company for the exclusive benefit of the public shareholders. As of September 29 2025 the company entered into a letter of intent with Forever Young International Limited a Cayman Islands exempted company that provides comprehensive management and support services for medical institutions in China. The letter of intent contemplates a pre money equity value for Forever Young in the range of seven hundred fifty million to nine hundred million dollars subject to confirmatory due diligence and envisions that the consideration will consist of rollover equity in the form of ordinary shares of the post closing publicly listed entity each valued at ten dollars per share.

Starry Sea Acquisition Corp does not currently generate any revenue from the sale of goods or services because it has no operating business. The proceeds from its initial public offering and the associated private placement are held in a trust account and are not available for operating expenses except for the withdrawal of interest earned to satisfy tax obligations. The trust account funds are invested exclusively in cash or short term United States government treasury bills with maturities of one hundred eighty five days or less or in money market funds that comply with Rule 2a 7 of the Investment Company Act of 1940 and that invest solely in direct United States government obligations. Alternatively the funds may be placed in an interest bearing demand deposit account at a United States chartered commercial bank with consolidated assets of one hundred billion dollars or more. Interest that accrues on the trust balance may be used by the company to pay its taxes but the principal amount remains locked until the completion of an initial business combination or the redemption of public shares if the company fails to consummate a combination within fifteen months after the closing of the IPO or any extension thereof. The company has incurred formation and operating expenses since inception and has funded those costs through the sale of its securities and loans from the sponsor and other parties. Transaction costs related to the IPO amounted to three million four hundred seventeen thousand forty four dollars comprising one million one hundred fifty thousand dollars of underwriting fees one million eight hundred forty nine thousand four hundred eighty eight dollars attributable to representative shares and four hundred seventeen thousand five hundred fifty six dollars of other offering costs. Net cash generated from the IPO and private placement that remained outside the trust account and was used in operating activities totaled eight hundred sixteen thousand sixty dollars. As of December 31 2025 the company reported a working capital of three hundred seventy nine thousand sixty six dollars. Because the company has no revenue generating operations its financial results to date reflect losses driven by these startup costs. The company intends to apply substantially all of the funds held in the trust account including any net interest earned after permitted withdrawals to finance its initial business combination once a suitable target has been identified and agreed upon.

Starry Sea Acquisition Corp operates in the highly competitive market for special purpose acquisition companies where numerous blank check vehicles seek to raise capital and pursue target businesses across a wide range of industries. Many of its competitors possess greater financial resources longer operating histories and more extensive sponsor networks which can give them an advantage in identifying and negotiating deals. Despite this Starry Sea Acquisition Corp derives certain competitive strengths from its status as a publicly traded entity that offers target businesses an alternative to a conventional initial public offering. By combining with a SPAC a target can avoid the underwriting fees marketing expenses and market condition uncertainties that often accompany a stand alone IPO while still gaining access to the public capital markets. The company’s sponsor Starry Sea Investment Limited and its management team bring to the table decades of combined experience in capital markets deal execution corporate finance and the oversight of listed companies which enhances the credibility of the proposal. The trust account structure provides a degree of security because the proceeds are invested only in low risk instruments such as short term Treasury bills or approved money market funds thereby reducing the risk of capital loss before a combination is completed. As an emerging growth company Starry Sea Acquisition Corp is eligible for certain exemptions from reporting requirements including relief from the Sarbanes‑Oxley internal control attestation requirement reduced disclosure obligations concerning executive compensation and exemptions from holding a non‑binding advisory vote on executive compensation. These regulatory benefits can lower the cost of being a public company and may make the vehicle more attractive to certain target businesses. The company’s stated acquisition criteria emphasize the search for businesses with stable and predictable cash flow defensible market position growth opportunities that require additional capital or expertise experienced and incentivized management teams and the potential to benefit from being publicly traded. By focusing on these characteristics Starry Sea Acquisition Corp aims to differentiate itself from other SPACs that may pursue less disciplined investment approaches.

Starry Sea Acquisition Corp does not serve traditional customers that purchase products or services; instead its primary constituents are the public shareholders who acquired units in the initial public offering and who hold rights to receive a pro rata share of the trust account proceeds upon a business combination or redemption. These shareholders include institutional investors retail investors and other individuals who purchased the units on the Nasdaq Capital Market where the ordinary shares trade under the ticker SSEA the associated rights trade under SSEAR and the units trade under SSEAU. The company also engages with potential target businesses that may be interested in merging with a SPAC to access public capital markets without undergoing a standalone IPO. As disclosed in the filing the company has entered into a letter of intent with Forever Young International Limited a health industry operator that provides management and support services for medical institutions in China. The letter of intent outlines a proposed business combination that would value Forever Young on a pre money basis between seven hundred fifty million and nine hundred million dollars and would provide the target’s shareholders with rollover equity in the form of ordinary shares of the post closing publicly listed entity each valued at ten dollars per share. While the filing does not disclose the names of any other prospective target companies it indicates that the company will evaluate candidates based on criteria such as long term financial visibility defensible market position growth through capital investment talented and incentivized management teams and the advantages of being a publicly traded entity. In addition the company’s officers directors and sponsor may bring to the process their own networks of financial intermediaries private equity firms venture capital funds and other sources of deal flow which can expand the universe of potential targets considered for an initial business combination.