Starry Sea (SSEA) files Rule 12b-25 late 10-K notice

Starry Sea Acquisition Corp is notifying the SEC that it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 within the prescribed time because it is completing year-end financial statements.

Rhea-AI Filing Summary

Starry Sea Acquisition Corp is notifying the SEC that it cannot file its Annual Report on Form 10-K for the period ended December 31, 2025 within the prescribed time because it is completing year-end financial statements. The company states it expects to file the Form 10-K within fifteen calendar days of the prescribed due date.

The notification is submitted under Rule 12b-25 and is signed by Yan Liang, Chief Executive Officer, dated March 31, 2026. Contact for this notice is Yan Liang at (646) 750-8895.

Insights

Corporate Governance Analyst

Routine late-filing notice under Rule 12b-25; no disclosed operational surprise.

The company states the delay is limited to completion of year-end financial statements and expects to file within the 15-day extension allowed by Rule 12b-25. This framing is consistent with administrative timing issues rather than an announced restatement or audit breakdown.

Key follow-ups are the filed 10-K when available and any auditor statement attached. Subsequent disclosures should be checked for material changes in results or accounting adjustments.

Key Figures

Period Ended: December 31, 2025 Extension Window: 15 calendar days Notice Date: March 31, 2026 +1 more

4 metrics

Period Ended December 31, 2025 Subject fiscal year for the delayed Form 10-K

Extension Window 15 calendar days Company expects to file within this Rule 12b-25 allowance

Notice Date March 31, 2026 Date the 12b-25 notification was signed

Contact Phone (646) 750-8895 Contact listed for the notification (Yan Liang)

Key Terms

Rule 12b-25, Form 10-K, prescribed due date

3 terms

Rule 12b-25 regulatory

"unable to file its Annual Report on Form 10-K within the prescribed time period"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-K regulatory

"unable to file its Annual Report on Form 10-K for the year ended December 31, 2025"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

prescribed due date regulatory

"expects to file its Annual Report on Form 10-K within fifteen calendar days of the prescribed due date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Starry Sea Acquisition Corp (SSEA) file Form 12b-25?

The company filed to notify the SEC it cannot timely file its Form 10-K due to completing year-end financial statements. It states the delay stems from the time needed to finish those financial statements and related work.

When does SSEA expect to file its Form 10-K for the year ended December 31, 2025?

SSEA expects to file the Annual Report on Form 10-K within fifteen calendar days of the prescribed due date. The notice cites the 15-day extension provided under Rule 12b-25 for annual reports.

Who signed the 12b-25 notice for SSEA and when?

The notice is signed by Yan Liang, Chief Executive Officer, and dated March 31, 2026. The filing includes a contact phone number of (646) 750-8895 for inquiries.

Does the 12b-25 state whether SSEA anticipates significant earnings changes?

The notice includes the standard question about anticipated significant changes in results and the form provides checkboxes for yes/no. The provided excerpt does not attach an explanation of any anticipated change.

What does Rule 12b-25 mean for SSEA’s reporting deadline?

Rule 12b-25 allows a registrant additional time to file when reasonable effort or expense prevents timely filing. SSEA invoked the rule and stated it will use the 15-calendar-day extension for its annual report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 03/31/2026 - 12:56 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

SEC File Number 001-42768

NOTIFICATION OF LATE FILING

(Check one):	☒ Form 10-K           ☐ Form 20-F           ☐ Form 11-K           ☐ Form 10-Q           ☐ Form 10-D ☐ Form N-CEN       ☐ Form N-CSR
	For Period Ended: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: ____________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

STARRY SEA ACQUISITION CORP

Full Name of Registrant

N/A

Former Name if Applicable

418 Broadway #7531

Address of Principal Executive Office (Street and Number)

Albany, NY 12207

City, State and Zip Code

PART II

RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Starry Sea Acquisition Corp (the “Company”) is unable to file its Annual Report on Form 10-K for the year ended December 31, 2025 with the U.S. Securities and Exchange Commission within the prescribed time period for such filing without unreasonable effort or expense because the Company is in the process of preparing the financial statements for the year ended December 31, 2025 and will need additional time to complete such financial statements. The Company expects to file its Annual Report on Form 10-K within fifteen calendar days of the prescribed due date.

PART IV

OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Yan Liang		(646)		750-8895
	(Name)		(Area Code)		(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒   No ☐

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐   No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

2

Starry Sea Acquisition Corp

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2026	By:	/s/ Yan Liang
		Yan Liang
		Chief Executive Officer

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