Business Context and Reporting Period
Company: Starry Sea Acquisition Corp (SSEA)
Reporting Period: Quarter ended June 30, 2025 (Unaudited)
Business Type: Cayman Islands blank check company (SPAC) formed on December 5, 2024, for the purpose of effecting a business combination. The Company had not commenced operations as of the balance sheet date.
Subsequent Event: On August 11, 2025, the Company consummated its Initial Public Offering (IPO) and a concurrent Private Placement.
Key Financial Metrics
| Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | Balance Sheet (June 30, 2025) |
|---|---|---|---|
| Revenue | $0 | $0 | N/A |
| Net Loss | $(21,600) | $(107,104) | N/A |
| Cash and Cash Equivalents | N/A | N/A | $1,000 |
| Total Assets | N/A | N/A | $280,140 |
| Total Liabilities | N/A | N/A | $369,618 |
| Shareholders' Deficit | N/A | N/A | $(89,478) |
| Working Capital Deficit | N/A | N/A | $(368,618) |
| Promissory Note (Related Party) | N/A | N/A | $359,618 |
Note: Margins are not applicable as the Company generated no revenue.
Material Changes and Subsequent Events
The financial statements reflect the pre-IPO period. Significant capitalization events occurred subsequent to the reporting period:
- IPO Completion: On August 11, 2025, the Company sold 5,000,000 Units at $10.00 per unit, generating $50,000,000 in gross proceeds.
- Over-Allotment: The underwriter fully exercised the option to purchase an additional 750,000 Units, generating $7,500,000 in gross proceeds.
- Private Placement: The Sponsor purchased 247,121 Private Placement Units for $2,471,210.
- Trust Account: A total of $57,500,000 was deposited into the Trust Account.
- Debt Repayment: The outstanding Promissory Note balance of approximately $387,484 was repaid in full upon the closing of the IPO.
Outlook, Risks, and Management Commentary
Going Concern: Management has determined that the mandatory liquidation requirement if a business combination is not consummated within 15 months (from August 7, 2025) raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include adjustments that might result from this uncertainty.
Business Combination Timeline: The Company has 15 months from the effective date of the registration statement to complete an initial business combination. If unsuccessful, the Company will liquidate and redeem public shares.
Risks:
- Failure to complete a business combination within the prescribed timeline.
- Liquidity constraints prior to the IPO, which were addressed by the subsequent offering.
- Reliance on the Sponsor for working capital and administrative support ($10,000/month fee).
Investor Verification Checklist
- IPO Closing Confirmation: Verify the final closing date and total proceeds deposited into the Trust Account ($57.5M).
- Debt Status: Confirm the full repayment of the related-party Promissory Note ($387,484) post-IPO.
- Share Count: Verify the total number of outstanding shares, including the 201,250 Representative Shares issued to underwriters and the 1,437,500 Founder Shares.
- Extension Rights: Review the terms for extending the 15-month combination period and the associated shareholder approval requirements.
- Redemption Rights: Confirm the conditions under which public shareholders may redeem their shares for a pro-rata portion of the Trust Account.