STARRY SEA ACQUISITION Stock Price, News & Analysis

Starry Sea Acquisition Corp (Nasdaq: SSEAU) is a special purpose acquisition company (SPAC), also referred to as a blank check company. It is incorporated as an exempted company in the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities, as described in its public disclosures.

The company’s units are listed on the Nasdaq Capital Market under the symbol SSEAU. Each unit consists of one ordinary share and one right to receive one-sixth of one ordinary share upon the consummation of an initial business combination, according to its SEC filings. Once the securities comprising the units begin separate trading, the ordinary shares trade under the symbol SSEA and the rights under SSEAR on Nasdaq, as disclosed in the company’s Form 8-K and related press releases.

Starry Sea Acquisition Corp completed an initial public offering of public units, with the proceeds, together with a simultaneous private placement, deposited into a trust account established for the benefit of its public stockholders. The trust account is administered by a trustee identified in the company’s SEC filings. This structure is typical for SPACs and is intended to hold funds while the company seeks and negotiates a potential business combination.

Business Purpose and Structure

As a blank check company, Starry Sea Acquisition Corp does not have an operating business of its own. Instead, its stated objective is to identify and complete a business combination with one or more operating businesses or entities. The company’s public disclosures specify that it may pursue a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction, but they do not limit this objective to a particular industry or geography beyond what is stated in its filings and news releases.

The company’s units, ordinary shares, and rights are all registered under Section 12(b) of the Securities Exchange Act of 1934 and listed on the Nasdaq Capital Market. The ordinary shares have a par value of $0.0001 per share, and each right entitles the holder to receive one-sixth of one ordinary share upon the consummation of an initial business combination, as described in multiple Form 8-K filings.

Initial Public Offering and Trust Account

According to a Form 8-K filed by Starry Sea Acquisition Corp, the company consummated its initial public offering of public units at a price of $10.00 per unit. Each public unit consists of one ordinary share and one right to receive one-sixth of one ordinary share upon the consummation of an initial business combination. The filing states that the gross proceeds from the IPO, together with proceeds from a concurrent private placement, were deposited into a trust account established for the benefit of the company’s public stockholders, with a named trust company acting as trustee.

The company also reported that an audited balance sheet reflecting receipt of the proceeds upon consummation of the IPO and the private placement was issued and included as an exhibit to the Form 8-K. This balance sheet provides investors with an initial view of the company’s financial position following the offering and the funding of the trust account.

Nasdaq-Listed Securities and Separate Trading

Starry Sea Acquisition Corp has disclosed that its units, ordinary shares, and rights are listed on the Nasdaq Capital Market under the symbols SSEAU, SSEA, and SSEAR, respectively. In a Form 8-K filed as an “Other Events” item, the company announced that holders of its units sold in the IPO may elect to separately trade the ordinary shares and rights included in the units. The company indicated that separate trading of the ordinary shares and rights would commence on or about a specified date, and that units not separated would continue to trade under the SSEAU symbol.

The same filing notes that holders of units who wish to separate their units into ordinary shares and rights must have their brokers contact the company’s transfer agent to effect the separation. This process is a standard feature of SPAC structures and allows investors to hold or trade the underlying securities independently once separate trading is permitted.

Letter of Intent with Forever Young International Limited

In a subsequent Form 8-K, Starry Sea Acquisition Corp reported that it entered into a letter of intent with Forever Young International Limited, a Cayman Islands exempted company. Forever Young is described in the filing as a health industry operator providing management and support service solutions for medical institutions in China. The letter of intent relates to a proposed business combination between Starry Sea Acquisition Corp and Forever Young.

The Form 8-K states that the parties entered into a period of exclusivity to negotiate the company’s acquisition of Forever Young. During this exclusivity period, the company agreed not to solicit, negotiate, conduct, or commit to conduct any alternative business combination proposal. The letter of intent contemplates a pre-money equity value for Forever Young in a specified range, subject to confirmatory due diligence by both parties, with consideration expected to be comprised of rollover equity to Forever Young’s shareholders in the form of ordinary shares of the post-closing publicly listed entity, each valued at a stated price per share.

The company’s filing emphasizes that the description of the letter of intent does not purport to be complete and is qualified in its entirety by the full text of the letter, which is filed as an exhibit and incorporated by reference. It also notes that the Form 8-K contains forward-looking statements regarding the proposed business combination, negotiation of a definitive agreement, and related matters, and it references the risks and uncertainties associated with such statements.

Regulatory Filings and Investor Communications

Starry Sea Acquisition Corp’s SEC filings indicate that, if a definitive agreement is entered into in connection with the proposed transaction with Forever Young, the company will prepare a proxy statement to be filed with the SEC and mailed to its stockholders. The company urges investors and other interested persons in its filings to read the proxy statement, when available, as well as other documents filed with the SEC, because these documents will contain important information about the proposed transaction.

The company’s filings also clarify that the relevant Form 8-Ks and related press releases do not constitute offers to sell or solicitations of offers to buy securities, nor do they constitute solicitations of proxies, consents, or authorizations with respect to any securities or business combination. Any offering of securities would be made only by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, as described in the company’s disclosures.

Corporate and Listing Details

Starry Sea Acquisition Corp is incorporated in the Cayman Islands, as disclosed in multiple Form 8-K filings that identify the state or other jurisdiction of incorporation. The same filings list the company’s Commission File Number and indicate that it is subject to the reporting requirements of the Securities Exchange Act of 1934. The company’s ordinary shares, units, and rights are all registered and listed on the Nasdaq Stock Market LLC, under the symbols SSEAU, SSEA, and SSEAR, respectively.

Contact information for the company, including a telephone number, appears in its SEC filings, along with a mailing address in Albany, New York. The filings also note that there has been no change in the company’s name or former address where indicated.

Position Within the Financial Services Sector

Within the broader financial services sector, Starry Sea Acquisition Corp is categorized among shell companies and blank check companies. Its primary activity, as reflected in its public disclosures, is the identification and execution of a potential business combination with one or more operating businesses or entities. Until such a transaction is completed, the company’s operations are focused on managing the proceeds of its IPO and private placement in the trust account and complying with its reporting and regulatory obligations.

Investors evaluating Starry Sea Acquisition Corp typically review its SEC filings, including Forms S-1 and 8-K, to understand the structure of its securities, the status of its trust account, and any progress toward a potential business combination, such as the reported letter of intent with Forever Young International Limited.