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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 |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
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 8.01. Other Events
Postponement of
Extraordinary General Meeting in Lieu of an Annual General Meeting of the Shareholders to October 19, 2026
On
October 9, 2026, STARRY SEA ACQUISITION CORP (the “Company”) issued a press release announcing that the extraordinary
general meeting in lieu of an annual general meeting of the shareholders (the “Extraordinary General Meeting”),
originally scheduled for 10:00 a.m. Eastern Time on October 9, 2026, has been postponed to 9:00 a.m. Eastern Time, on October 19,
2026 to allow the Company additional time to engage with shareholders. There is no
change to the location, the record date, or any of the proposals to be acted upon at the Extraordinary General Meeting. The physical
location of the Extraordinary General Meeting remains at the offices of Torres & Zheng at Law, P.C., 450 Seventh Avenue, Suite
2104, New York, NY 10123. Shareholders and guests may also attend the Extraordinary General Meeting virtually via live webcast at
https://www.cleartrustonline.com/ssea.
Accordingly,
the Company has determined to amend and supplement the Definitive Proxy Statement as described in this current report on Form 8-K (the
“Current Report”).
As
a result of the postponement, the deadline for delivery of redemption requests from the Company’s shareholders in connection with
the Extraordinary General Meeting has been extended from 5:00 p.m. Eastern Time on October 7, 2026 (two business days before the originally
scheduled Extraordinary General Meeting) to 5:00 p.m. Eastern Time on October 15, 2026 (two business days before the postponed Extraordinary
General Meeting). Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests
and, thereafter, with the Company’s consent. If you delivered your shares for redemption to our transfer agent and decide within
the required timeframe not to exercise your redemption rights, you may request that our transfer agent return the shares (physically or
electronically). You may make such a request by contacting our transfer agent at the e-mail or address listed below.
If
you have questions regarding the certification of your position or delivery of your shares, please contact:
Transhare Corporation
Bayside Center 1
17755 North US Highway
19, Suite # 140
Clearwater, FL 33764
Attn: Proxy Team
Email: Proxy@Transhare.com
The
Company’s shareholders who have questions regarding the postponement, the Extraordinary General Meeting, or would like to request
documents may contact the Company’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206)
870-8565, or by email at ksmith@advantageproxy.com.
A
copy of the press release is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and 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 expressly set forth by specific reference in such filing.
AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE
PROXY STATEMENT
The following disclosures
in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s
definitive proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”)
on September 21, 2026, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates
information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information
in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the
Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the Charter Amendment Proposal. The purpose
of the supplemental disclosures is to provide information about (i) the postponement of the Extraordinary General Meeting related to the
Definitive Proxy Statement, and (ii) the resulting extension of the deadline for delivery of redemption requests from the Company’s
shareholders to the Company’s transfer agent.
Terms used herein,
unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Extraordinary
General Meeting Date
On October 9, 2026, the
Company issued a press release announcing that it has determined to postpone (the “Postponement”) the date of its previously
announced extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Extraordinary General Meeting”)
from October 9, 2026 to October 19, 2026. As a result of this change, the Extraordinary General Meeting will now be held at 9:00 a.m.
Eastern Time on October 19, 2026 at the offices of Torres & Zheng at Law, P.C., 450 Seventh Avenue, Suite 2104, New York, NY 10123,
and virtually via live webcast at https://www.cleartrustonline.com/ssea, or at such other time, on such other date and at such other place
to which the meeting may be postponed or adjourned.
Extension
of Redemption Deadline
As a result of the Postponement, the previously
disclosed deadline of 5:00 p.m. Eastern Time on October 7, 2026 (two business days before the Extraordinary General Meeting) for delivery
of redemption requests from the Company’s shareholders to the Company’s transfer agent has been extended to 5:00 p.m. Eastern
Time on October 15, 2026 (two business days before the postponed Extraordinary General Meeting). Any demand for redemption, once made,
may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with our consent. If you delivered
your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your redemption rights, you
may request that our transfer agent return the shares (physically or electronically). You may make such a request by contacting our transfer
agent at the e-mail or address listed below.
If you have questions
regarding the certification of your position or delivery of your shares, please contact:
Transhare Corporation
Bayside Center 1
17755 North US Highway
19, Suite # 140
Clearwater, FL 33764
Attn: Proxy Team
Email: Proxy@Transhare.com
The
Question And Answer on page 9 of the Definitive Proxy Statement is hereby amended and restated as follows:
| Q. | How do I exercise my
redemption rights? |
| A. | If you are a public shareholder
and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time on October 15, 2026
(two business days before the Extraordinary General Meeting), that SSEA redeem your shares for cash, and (ii) submit your
request in writing to SSEA’s transfer agent, at the address listed at the end of this section and deliver your shares to SSEA’s
transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days
prior to the vote at the Extraordinary General Meeting. |
Any corrected or changed written demand
of redemption must be received by SSEA’s transfer agent two business days prior to the Extraordinary General Meeting.
No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to
the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting. Furthermore, any demand
for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and, thereafter, with our
consent. If you delivered your shares for redemption to our transfer agent and decide within the required timeframe not to exercise your
redemption rights, you may request that our transfer agent return the shares (physically or electronically). You may make such a request
by contacting our transfer agent at the e-mail or address listed below.
Public shareholders may seek to have their shares redeemed regardless
of whether they vote for or against the proposals and whether or not they are holders of ordinary shares as of the record date. Any public
shareholder who holds ordinary share on or before October 15, 2026 (two (2) business days before the Extraordinary General
Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata portion of the aggregate amount then on
deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have
questions regarding the certification of your position or delivery of your shares, please contact:
Transhare Corporation
Bayside Center 1
17755 North US Highway 19, Suite # 140
Clearwater, FL 33764
Attn: Proxy Team
Email: Proxy@Transhare.com
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking
statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995.
Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,”
“intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,”
“seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date
of the Extraordinary General Meeting and redemption request deadline. These statements are based on current expectations on the date of
this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly.
The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Additional Information and Where to Find It
On September 21, 2026, the Company filed the Definitive
Proxy Statement with the SEC in connection with its solicitation of proxies for the Extraordinary General Meeting. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS
THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors
and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto)
and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or contact proxy solicitor:
ADVANTAGE PROXY, INC.
P.O. Box 10904
Yakima, WA 98909
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
Participants in the Solicitation
The Company and its respective directors and officers
may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Extraordinary General Meeting.
Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings
or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated
above.
Item 9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated October 9, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
|
Exhibit 99.1
STARRY SEA ACQUISITION CORP Announces
Postponement of the Extraordinary General Meeting in Lieu of an Annual General Meeting to October 19, 2026 and
Extension of Redemption Request Deadline
ALBANY, NEW YORK, October 9, 2026 (GLOBE NEWSWIRE) – STARRY SEA ACQUISITION CORP (NASDAQ: SSEA) (the “Company”), a blank check company, today announced that its previously announced Extraordinary General Meeting in lieu of an annual general meeting of shareholders (the “Extraordinary General Meeting”) will be postponed from 10:00 a.m. Eastern Time on October 9, 2026 to 9:00 a.m. Eastern Time, on October 19, 2026 to provide the Company with additional time to engage with shareholders.
There is no change to the location, the record date, or any of the proposals to be acted upon at the Extraordinary General Meeting. The physical location of the Extraordinary General Meeting remains at the offices of Torres & Zheng at Law, P.C., 450 Seventh Avenue, Suite 2104, New York, NY 10123. Shareholders and guests may also attend the Extraordinary General Meeting virtually via live webcast at https://www.cleartrustonline.com/ssea.
The Extraordinary General Meeting is being held for the purpose of considering and voting on a proposal, among other proposals, to permit the Company to extend the deadline to consummate an initial business combination.
The record date for determining the Company shareholders entitled to receive notice of and to vote at the Extraordinary General Meeting remains the close of business on September 16, 2026 (the “Record Date”). Shareholders as of the Record Date are eligible to vote, even if they have subsequently sold their shares. Shareholders who have already submitted their proxies or voted and do not wish to change their vote need not take any further action. Shareholders who have not yet voted are urged to submit their votes promptly.
As a result of the postponement, the deadline for delivery of redemption requests from the Company’s shareholders in connection with the Extraordinary General Meeting has been extended from 5:00 p.m. Eastern Time on October 7, 2026 (two business days before the originally scheduled Extraordinary General Meeting) to 5:00 p.m. Eastern Time on October 15, 2026 (two business days before the postponed Extraordinary General Meeting). Shareholders who have already submitted redemption requests may revoke such requests prior to the new deadline and, thereafter, with the Company’s consent.
If you have questions regarding the certification of your position or delivery of your shares, please contact:
Transhare Corporation
Bayside Center 1
17755 North US Highway 19, Suite # 140
Clearwater, FL 33764
Attn: Proxy Team
Email: Proxy@Transhare.com
The Company’s shareholders who have questions regarding the postponement, the Extraordinary General Meeting, or would like to request documents may contact the Company’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.
About STARRY SEA ACQUISITION CORP
STARRY SEA ACQUISITION CORP is a blank check company incorporated as a Cayman Islands exempted company with limited liability for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses or entities.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including but not limited to the date of the Extraordinary General Meeting, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Additional Information and Where to Find It
On September 21, 2026, the Company filed the Proxy Statement with the SEC in connection with its solicitation of proxies for the Extraordinary General Meeting. The Company will amend and supplement the definitive proxy statement to provide information about the Postponement and the redemption request deadline. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE SUPPLEMENT, THE ORIGINAL PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed with the SEC through the website maintained by the SEC at www.sec.gov or by contacting the Company’s proxy solicitor.
Participants in the Solicitation
The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Extraordinary General Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement. You may obtain free copies of these documents using the sources indicated above.
Contact
Yan Liang
heidiliang@starryseacorp.com
STARRY SEA ACQUISITION CORP
418 Broadway #7531
Albany, NY 12207
