Business Context and Reporting Period
Company: Starry Sea Acquisition Corp (SSEA)
Reporting Period: Quarter ended March 31, 2026
Business Type: Cayman Islands blank check company (SPAC) formed to effect a business combination. The Company has not commenced operations and generates no operating revenue.
Key Event: On September 29, 2025, the Company entered into a Letter of Intent (LOI) with Forever Young International Limited for a proposed business combination with a pre-money equity value estimated between $750 million and $900 million.
Key Financial Metrics
| Metric | Q1 2026 | Q1 2025 |
|---|---|---|
| Net Income (Loss) | $325,230 | $(85,504) |
| Operating Costs | $159,269 | $85,504 |
| Interest Income (Trust Account) | $484,499 | $0 |
| Cash & Equivalents (Outside Trust) | $58,049 | $0 |
| Trust Account Balance | $58,847,762 | N/A |
| Working Capital | $219,797 | N/A |
| Accrued Expenses | $21,800 | $550 |
Material Changes vs. Prior Period
- Profitability Shift: The Company reported a net income of $325,230 in Q1 2026, compared to a net loss of $85,504 in Q1 2025. This reversal is primarily driven by $484,499 in interest income earned on the Trust Account, which was established following the IPO in August 2025.
- Operating Expenses: Formation and operating costs increased to $159,269 in Q1 2026 from $85,504 in Q1 2025, reflecting ongoing public company compliance and search costs.
- Liquidity: Cash held outside the Trust Account decreased from $112,134 at year-end 2025 to $58,049 at March 31, 2026, due to operating cash usage.
- Equity Accretion: The Company recorded an accretion of ordinary shares subject to redemption of $2,042,719, reducing Additional Paid-in Capital and Retained Earnings.
Outlook, Risks, and Management Commentary
- Business Combination Timeline: The Company has 15 months from the IPO effective date (August 7, 2025) to complete a business combination. Failure to do so will result in liquidation and redemption of public shares.
- Proposed Transaction: The LOI with Forever Young International Limited is non-binding. The deal is subject to due diligence and definitive agreements. Consideration is expected to be rollover equity valued at $10 per share.
- Liquidity Needs: Management believes current working capital ($58,049 outside trust) is sufficient for operations. However, additional financing may be required to complete a transaction or cover redemption obligations. The Sponsor is not obligated to provide additional loans.
- Risks: Risks include the inability to complete a business combination within the deadline, potential dilution from future financing, and the possibility that the proposed transaction with Forever Young does not close.
Investor Verification Checklist
- Verify the status of the Letter of Intent with Forever Young International Limited and whether a definitive agreement has been signed.
- Confirm the exact deadline for the initial business combination (15 months from August 7, 2025) and any potential extension mechanisms.
- Review the Sponsor's commitment to the $10,000 monthly administrative fee and the total accrued liability.
- Assess the sufficiency of the $58,049 working capital balance to sustain operations until a transaction closes or liquidation occurs.
- Monitor the Trust Account balance ($58.8M) to ensure it remains sufficient to cover the $10.00 per share redemption value for 5,750,000 public shares.