Business Context and Reporting Period
Company: Starry Sea Acquisition Corp (SSEA)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2025
Business Overview: Starry Sea is a Cayman Islands exempted company formed as a blank check company (SPAC) to effect a merger, share exchange, or asset acquisition with one or more target businesses. The company has no operating history and generated no revenue from operations. Its activities since inception (December 5, 2024) have been limited to organizational activities, the Initial Public Offering (IPO), and searching for an initial business combination.
Recent Development: On September 29, 2025, the company entered into a non-binding Letter of Intent (LOI) with Forever Young International Limited, a health industry operator in China, for a proposed business combination. The pre-money equity value is estimated between $750 million and $900 million.
Key Financial Metrics
| Metric | Value (as of Dec 31, 2025) |
|---|---|
| Net Income | $320,643 |
| Operating Costs | $542,614 |
| Interest Income (Trust Account) | $863,257 |
| Cash and Cash Equivalents (Outside Trust) | $112,134 |
| Working Capital | $379,066 |
| Cash Held in Trust Account | $58,363,263 |
| Total Assets | $58,742,879 |
| Ordinary Shares Subject to Redemption | 5,750,000 shares (Temporary Equity) |
| Redemption Value per Share | $10.12 |
| Debt | $0 (Promissory note repaid at IPO closing) |
Material Changes vs. Prior Period
- Revenue Generation: The company remains pre-revenue. Net income of $320,643 for 2025 is driven entirely by interest income ($863,257) earned on the Trust Account, offset by formation and operating costs ($542,614). This contrasts with the period from inception to December 31, 2024, which reported a net loss of $6,974.
- Capital Structure: The company consummated its IPO on August 11, 2025, selling 5,750,000 Units (including full exercise of the over-allotment option) at $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously, a private placement of 247,121 units was sold to the Sponsor for $2,471,210.
- Liquidity: Total assets increased from $25,000 in 2024 to $58.7 million in 2025, primarily due to the $57.5 million deposited into the Trust Account.
- Debt Status: A promissory note of approximately $387,484 owed to the Sponsor was repaid in full upon the closing of the IPO. As of December 31, 2025, the company has no outstanding debt.
Guidance, Outlook, Risks, and Contingencies
Outlook and Strategy: The company has 15 months from the effective date of its registration statement (August 7, 2025) to consummate an initial business combination. If unsuccessful, the company will liquidate and redeem public shares. Management intends to use substantially all funds in the Trust Account to complete a business combination.
Management Commentary: The company is currently in an exclusivity period with Forever Young International Limited. The proposed transaction involves a target with a pre-money valuation of $750 million to $900 million. Consideration is expected to be rollover equity valued at $10 per share.
Risks and Contingencies:
- Going Concern: The independent auditor's report includes an explanatory paragraph expressing substantial doubt about the company's ability to continue as a "going concern," as its ability to operate is dependent on consummating a business combination.
- China Regulatory Risks: A majority of the company's officers and directors have significant ties to China. The company faces risks related to PRC regulations, including the Trial Measures for overseas listings, cybersecurity reviews, and potential restrictions on foreign investment.
- Redemption Risk: Public shareholders may redeem their shares for cash upon the completion of a business combination, which could reduce the cash available to the company.
- Trust Account Claims: While the Sponsor has agreed to indemnify the Trust Account against certain third-party claims, there is no guarantee that such claims will not reduce the redemption price below $10.00 per share.
Key Facts for Investor Verification
- Trust Account Balance: Verify the current balance of the Trust Account ($58.36 million) and the per-share redemption value ($10.12) to ensure it meets the minimum threshold for a business combination.
- LOI Status: Confirm the status of the Letter of Intent with Forever Young International Limited, including whether a definitive agreement has been signed and the results of due diligence.
- China Regulatory Compliance: Assess the potential impact of PRC regulations (CSRC filing requirements, cybersecurity reviews) on the proposed transaction with a China-based target.
- Liquidity Runway: Verify the sufficiency of the $112,134 cash held outside the Trust Account to fund operations for the remaining 15-month period without additional financing.
- Redemption Rights: Understand the specific terms under which public shareholders can redeem their shares and the potential impact on the company's net tangible assets.