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The company’s management team has extensive experience and networks to source and execute a business combination with a target that has strong recurring revenue, defensible market position, and growth potential. The trust account funds provide capital to complete a transaction. The company’s structure offers a streamlined alternative to traditional IPOs, which may attract attractive target companies seeking public market access. Post-combination, the company intends to implement growth initiatives and strategic plans to enhance value.

The company has not commenced operations or generated revenue and is subject to risks typical of blank check companies, including the uncertainty of identifying and completing a suitable business combination within the prescribed timeframe. The company’s current liquidity is limited outside the trust account, with a low current ratio and no cash equivalents as of June 30, 2026. Failure to complete a business combination within the allowed period may result in liquidation and redemption of public shares. Operating expenses and administrative fees continue to be incurred without revenue generation.

As a blank check company, STARRY SEA ACQUISITION CORP’s moat is primarily its ability to leverage its management team’s deal execution experience, extensive networks, and access to public capital markets to identify and complete a business combination. The company’s structure offers an alternative to traditional IPOs for target companies, potentially providing a faster and less costly path to public markets. However, the company has not yet completed a business combination and thus does not have operating assets or competitive advantages in an operating business.

• Business Combination Risk: The company’s success depends on identifying and completing a suitable business combination within the prescribed timeframe. Failure to do so may result in liquidation and redemption of public shares.
• Liquidity Risk: As of June 30, 2026, the company had no cash and cash equivalents outside the trust account and a current ratio of 0.34, indicating limited liquidity to fund operations.
• Operational Risk: The company has no substantive operations or revenue and relies on management’s ability to identify and execute a business combination. Operating expenses continue without offsetting revenues.
• Sponsor and Management Control: The sponsor holds founder shares and has significant influence over the company’s decisions. Conflicts of interest may arise in selecting a business combination target.

• STARRY SEA ACQUISITION CORP is a blank check company formed as a Cayman Islands exempted company on December 5, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (initial business combination) [S1].
• The company has not commenced any operations nor generated any revenues to date; all activity relates to formation, IPO, and search for initial business combination [S1].
• The company completed an IPO on August 11, 2025, selling 5,750,000 Units at $10.00 per Unit, raising $57.5 million including over-allotment, with proceeds placed in a trust account [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 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 [S1].
• The company has a letter of intent with Forever Young International Limited for a proposed business combination, with pre-money equity value range $750 million to $900 million, subject to due diligence [S1].
• The company’s acquisition strategy includes leveraging management’s operational expertise and networks to identify targets in any industry or geography, focusing on companies with compelling economics, recurring revenue potential, defensible market position, and strong management teams [S1].
• The company intends to conduct rigorous due diligence, utilize deal execution experience, identify under-exploited expansion opportunities, and implement business plans to accelerate growth post-combination [S1].
• Financial snapshot as of June 30, 2026: cash and equivalents $0, current assets $80,033, current liabilities $238,369, resulting in a current ratio of 0.34 and cash ratio of 0 [S2].
• Net income for the quarter ended June 30, 2026 was $109,502 [S2].
• Basic and diluted EPS was -$0.02 for the quarter ended March 31, 2026 [S2].
• The company’s funds from IPO and private placement are held in a trust account invested in cash, U.S. government treasury bills, or money market funds, and will be used to complete the initial business combination [S1].
• The company has no revenue and incurs formation and operating costs; net income reported is primarily interest income on trust account funds less operating expenses [S1].
• The company’s management team consists of two executive officers who devote variable time depending on business combination progress [S1].
• The company does not have full-time employees prior to consummation of a business combination [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 has no long-term debt or off-balance sheet financing arrangements as of December 31, 2025 [S1].
• The company pays an affiliate of the sponsor $10,000 per month for administrative support services until business combination or liquidation [S1].
• The company’s financial statements are prepared in conformity with U.S. GAAP and audited by Audit Alliance LLP [S1].