The company entered into a letter of intent with Forever Young International Limited for a proposed business combination, establishing exclusivity to negotiate and a contemplated valuation range.

• On September 29, 2025, STARRY SEA ACQUISITION CORP entered into a letter of intent with Forever Young International Limited for a proposed business combination, with exclusivity to negotiate and a contemplated pre-money equity value range of approximately $750 million to $900 million [S1].

The company benefits from a strong capital base held in trust and a management team with experience and networks to identify promising acquisition targets. Its strategy to seek companies with stable cash flows, defensible market positions, and growth potential could create value for shareholders through a successful business combination. The letter of intent with Forever Young International Limited indicates progress toward executing its business plan.

The company has not commenced operations or generated revenue and faces risks inherent to blank check companies, including the uncertainty of completing a business combination within the prescribed timeframe. The absence of operating history and reliance on interest income from trust funds limit visibility into future performance. Failure to identify or consummate a suitable business combination could result in liquidation and loss of shareholder value.

As a special purpose acquisition company (SPAC), STARRY SEA ACQUISITION CORP's moat is primarily its ability to provide a streamlined alternative to traditional IPOs for private companies seeking public market access. Its management team's operational expertise, deal execution capabilities, and extensive networks may provide competitive advantages in sourcing and completing attractive business combinations. However, the company currently has no operating business or revenue, and its value proposition depends on successfully identifying and consummating a suitable business combination.

• Business Combination Risk: The company must complete a business combination within 15 months (or extended period) or redeem public shares, which could lead to liquidation if unsuccessful.
• No Operating History: The company has no operations or revenues to date, limiting visibility into future business performance.
• Emerging Growth Company Risks: As an emerging growth company, it is subject to risks including limited operating history and potential volatility.
• Dependence on Management and Sponsor: The success of the company depends on the management team's ability to identify and execute a suitable business combination.
• Liquidity and Financial Risks: While the company holds significant funds in trust, cash outside the trust is limited, and ongoing operating costs may impact financial flexibility.

• STARRY SEA ACQUISITION CORP is a blank check company formed on December 5, 2024, as a Cayman Islands exempted company for the purpose of effecting a business combination such as a merger, share exchange, asset acquisition, or similar transaction [S1].
• The company has not commenced any operations nor generated any revenues to date; all activity through December 31, 2025, relates to formation, IPO, and search for an initial business combination [S1].
• The company completed an Initial Public Offering (IPO) on August 11, 2025, selling 5,750,000 Units at $10.00 per Unit, raising $57,500,000 including the underwriters' over-allotment option [S1].
• Each Unit consists of one ordinary share and one right to receive one-sixth of one ordinary share upon consummation of the initial business combination [S1].
• The net proceeds from the IPO and private placement totaling $57,500,000 were placed in a trust account for the benefit of public shareholders, with restrictions on release until completion of the initial business combination or redemption of shares if no combination occurs within 15 months (or extended period) [S1].
• The company is an emerging growth company and subject to associated risks [S1].
• Sponsor is Starry Sea Investment Limited, a British Virgin Islands company, focused on investing in the company; sponsor purchased founder shares at nominal price and transferred some to officers and directors [S1].
• The company has a management team with operational expertise and deal experience, leveraging extensive networks to identify acquisition targets across industries and geographies [S1].
• The acquisition strategy focuses on companies with compelling economics, potential for recurring revenue, defensible market position, and strong management teams seeking public capital markets access [S1].
• The company intends to conduct rigorous due diligence, research, and analysis of potential targets, and to apply disciplined investment strategies to create shareholder value [S1].
• The company has identified criteria for target businesses including established businesses with long-term financial visibility, defensible market position, growth opportunities, talented management, and benefits from being a public company [S1].
• As of December 31, 2025, the company had cash and cash equivalents of $112,134 held outside the trust account and total current assets of $379,616 [S1].
• The trust account held $58,363,263 as of December 31, 2025, invested in cash or U.S. government treasury bills or money market funds [S1].
• Current liabilities were $550 as of December 31, 2025, resulting in a very high current ratio of 690.21 [S1].
• For the fiscal year ended December 31, 2025, the company reported net income of $320,643, primarily from interest earned on cash held in the trust account, offset by formation and operating costs of $542,614 [S1].
• The company had a basic and diluted loss per share of $0.78 for ordinary shares attributable to Starry Sea Acquisition Corp for the fiscal year ended December 31, 2025 [S1].
• The company has no revenue and does not expect to generate operating revenues until after the completion of a business combination [S1].
• The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [S1].
• The company pays monthly administrative fees to an affiliate of the sponsor for office space and administrative support until completion of a business combination or liquidation [S1].
• The company’s ordinary shares sold in the IPO contain redemption features allowing redemption in connection with liquidation or shareholder votes related to the business combination [S1].
• The company’s management team currently consists of two executive officers who devote variable time depending on the stage of the business combination process [S1].
• The company entered into a letter of intent on September 29, 2025, with Forever Young International Limited for a proposed business combination, with exclusivity to negotiate and a contemplated pre-money equity value range of $750 million to $900 million [S1].