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STARRY SEA ACQUISITION CORP (symbol: SSEA) is the issuer of record for a Form 8-K filing submitted to the SEC.
Starry Sea Acquisition Corp., a Cayman Islands SPAC, reported June 30, 2026 total assets of $59.4 million, including $59.3 million of cash and investments held in its Trust Account, funded mainly by its August 2025 IPO of 5,750,000 public units at $10.00 each plus a private placement to the sponsor.
For the quarter, it recorded net income of $109,502, driven by $487,635 of interest on Trust Account assets, offset by $378,133 of formation and operating costs. For the first six months of 2026, net income was $434,732 on operating costs of $537,402 and Trust interest of $972,134.
The SPAC held only $6,081 of cash outside the Trust Account and a working capital deficit, funding operations via a related-party promissory note with $198,432 outstanding. Management states that failure to complete a business combination within the 15‑month combination period would trigger redemption of public shares and liquidation, and has concluded this timing condition raises substantial doubt about the company’s ability to continue as a going concern.
Starry Sea Acquisition Corp, a Cayman Islands SPAC, reported first-quarter 2026 net income of $325,230, mainly from interest on its trust investments. Formation and operating costs were $159,269, while interest earned on the trust account reached $484,499.
Total assets were $59,089,359 as of March 31, 2026, including $58,847,762 held in the trust account and $58,049 of cash outside the trust. There were 5,750,000 public ordinary shares subject to redemption and 1,885,871 non-redeemable ordinary shares outstanding.
The SPAC completed its IPO in August 2025, raising $57.5M in gross proceeds and a $2.47M private placement. It has 15 months from August 7, 2025 to complete a business combination. Starry Sea signed a non-binding letter of intent with Forever Young International Limited, contemplating a pre-money equity value between $750M and $900M, paid in rollover equity valued at $10 per share.
Starry Sea Acquisition Corp is a Cayman Islands blank check company formed in 2024 to complete an initial business combination and has not generated revenue to date.
In August 2025 it sold 5,750,000 units at $10.00 each and 247,121 private units, placing $57,500,000 of IPO and private placement proceeds into a trust account for public shareholders. Transaction costs were $3,417,044, and as of December 31, 2025 the company reported working capital of $379,066 outside the trust.
The SPAC must complete a business combination within 15 months after the IPO closing or redeem public shares and liquidate. In September 2025 it signed a non-binding letter of intent with Forever Young International Limited, indicating a contemplated pre-money equity valuation of approximately $750 million–$900 million, paid in stock valued at $10 per share, while cautioning that the deal remains subject to due diligence, negotiation and regulatory risks, including extensive China-related legal considerations.
Highbridge Capital Management, LLC filed Amendment No. 1 to a Schedule 13G reporting that it no longer beneficially owns any ordinary shares of Starry Sea Acquisition Corp. The filing shows beneficial ownership of 0 shares, representing 0% of the class, as of the event date 12/31/2025.
Highbridge, a Delaware limited liability company and investment adviser to certain funds and accounts, previously reported positions held by these funds. It certifies that any securities referenced were acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Space Summit Capital LLC filed an amended Schedule 13G stating it now beneficially owns 0 units of Starry Sea Acquisition Corp, representing 0.0% of the class as of the event date 12/31/2025. The filing confirms no sole or shared voting or dispositive power over any units.
The amendment indicates ownership of 5 percent or less of the class, and includes a certification that the securities referenced were not acquired or held for the purpose of changing or influencing control of the issuer.
Starry Sea Acquisition Corp’s major shareholder group has exited its position. Harraden Circle Investments, several affiliated funds, and managing member Frederick V. Fortmiller, Jr. filed an amended Schedule 13G stating they now beneficially own 0 Class A common shares, representing 0% of the class as of the reporting date.
The amendment is explicitly described as an exit filing, confirming they are no longer beneficial owners of more than five percent of Starry Sea Acquisition Corp’s Class A common stock.
Mizuho Financial Group, Inc. filed a Schedule 13G reporting beneficial ownership of 685,965 common shares of Starry Sea Acquisition Corp, representing 9.0% of the class as of December 31, 2025. Mizuho reports sole voting and dispositive power over all these shares.
The filing describes Mizuho as a Japan-based parent holding company, with the securities directly held by wholly owned subsidiary Mizuho Securities USA LLC. Mizuho certifies the shares were acquired and are held in the ordinary course of business, not for changing or influencing control of Starry Sea.
Wolverine Asset Management and affiliates reported a significant stake in Starry Sea Acquisition Corp. The Schedule 13G/A shows they beneficially own 517,147 ordinary shares, representing 6.77% of the company’s outstanding shares as of a 7,635,871-share base on 10/24/2025.
The reporting group includes Wolverine Asset Management, Wolverine Holdings, Christopher L. Gust, and Robert R. Bellick, who share voting and dispositive power over these shares. The filing states the position was acquired and is held in the ordinary course of business, not to change or influence control of Starry Sea Acquisition Corp.
Starry Sea Acquisition Corp reported its first post‑IPO quarter. The SPAC completed its IPO on August 11, 2025, selling 5,000,000 units at $10.00 and the underwriter fully exercised the 750,000 over‑allotment, for total gross proceeds of $57.5 million. A simultaneous private placement added $2.47 million. As of September 30, 2025, cash and investments in the trust account were $57,823,484, and cash outside the trust was $238,025.
Q3 results reflected typical SPAC activity: interest earned on the trust of $323,479 and formation and operating costs of $253,090, yielding quarterly net income of $70,389. For the nine months, the company recorded a net loss of $36,715. Offering costs totaled $3,417,044, and ordinary shares subject to possible redemption were recorded at $50,846,117. On September 29, 2025, Starry Sea signed a non‑binding LOI with Forever Young International Limited, contemplating a pre‑money equity value of $750–$900 million, with consideration expected as rollover equity valued at $10 per share. As of October 24, 2025, 7,635,871 ordinary shares were outstanding.