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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
October 9, 2026
Date of Report (Date of
earliest event reported)
STARRY SEA ACQUISITION
CORP
(Exact Name of Registrant
as Specified in its Charter)
| Cayman Islands |
|
001-42768 |
|
00-0000000N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
418 Broadway #7531
Albany, NY |
|
12207 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (646) 750-8895
N/A
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered
pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, consisting of one Ordinary Share, $0.0001 par value, and one Right to acquire one-sixth of one Ordinary Share |
|
SSEAU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares, par value $0.0001 per share |
|
SSEA |
|
The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-sixth of one Ordinary Share |
|
SSEAR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
The information set forth in Item 8.01 below is
incorporated by reference into this Item 7.01.
The information in this Item 7.01 shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
As previously reported, on October 9, 2026, Starry
Sea Acquisition Corp (the “Company”) announced that the Extraordinary General Meeting in lieu of an annual general meeting
of the shareholders, originally scheduled for 10:00 a.m. Eastern Time on October 9, 2026, had been postponed to 9:00 a.m. Eastern Time,
on October 19, 2026 to allow the Company additional time to engage with shareholders.
The Company also reports that, based on the redemption
tabulation as of October 7, 2026 (the original redemption deadline), 4,281,993 public shares had been submitted for redemption, leaving
1,468,007 public shares outstanding. The Company is seeking to obtain reversals of redemption requests with respect to approximately 350,174
public shares, which, if achieved, would result in at least 1,818,181 public shares remaining outstanding. At that level, the Company
estimates that the monthly extension contribution would be approximately $59,999.97, calculated at $0.033 per remaining public share.
Accordingly, the Company believes that the $60,000 cap on the monthly extension contribution would not reduce the effective per-share
contribution, assuming at least 1,818,181 public shares remain outstanding.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Dated: October 9, 2026 |
| |
|
|
| |
STARRY SEA ACQUISITION CORP |
| |
|
|
| |
By: |
/s/ Yan Liang |
| |
Name: |
Yan Liang |
| |
Title: |
Chief Executive Officer |
