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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
Date of Report (Date of earliest event reported): September 29, 2025
STARRY SEA ACQUISITION CORP
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42768 |
|
N/A00-0000000 |
| (State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
| of incorporation) |
|
File Number) |
|
Identification Number) |
418 Broadway #7531
Albany, NY, 12207
(Address of principal executive offices)
(646) 750-8895
(Registrant’s telephone number, including area code)
Not Applicable
(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 (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading Symbol |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material Definitive Agreement.
On September 29, 2025, Starry Sea Acquisition
Corp. (the “Company”) entered into a letter of intent (the “Letter of Intent”) with Forever Young International
Limited., a Cayman Islands exempted company and a health industry operator providing comprehensive management and support service solutions
for medical institutions in China (“Forever Young”) , for a proposed business combination (the “Proposed Business Combination”).
Pursuant to the Letter of Intent, the parties
have entered into a period of exclusivity in order to negotiate the Company’s acquisition of Forever Young wherein, among other
things, the Company agreed not to solicit, negotiate, conduct or commit to conduct any alternative business combination proposal.
The Letter of Intent contemplates that the pre-money
equity value ascribed to Forever Young will be in the range of approximately USD 750 million to USD 900 million, subject to confirmatory
due diligence by both parties. The consideration is 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 $10 per share.
The foregoing 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 Exhibit 10.01 hereto
and incorporated herein by reference.
Item 8.01 Other Events.
On September 29, 2025, the Company issued a press
release announcing the signing of the Letter of Intent for the Proposed Business Combination with Forever Young. The press release, which
is furnished in this report as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended, that involve risks, uncertainties, and assumptions that are difficult to predict. All statements other than statements
of historical fact contained in this Current Report on Form 8-K, including statements regarding the proposed business combination, the
negotiation of a definitive agreement, future events, our future financial performance, business strategy, and plans and objectives of
management for future operations, are forward-looking statements. The Company has attempted to identify forward-looking statements by
terminology including “anticipates,” “believes,” “can,” “continue,” “could,”
“estimates,” “expects,” “intends,” “may,” “plans,” “potential,”
“predicts,” or “should,” or the negative of these terms or other comparable terminology. The forward-looking statements
made herein are based on the Company’s current expectations. Actual results could differ materially from those described or implied
by such forward-looking statements as a result of various important factors, including, without limitation, the ability of the parties
to enter into a definitive agreement and satisfy the closing conditions, its limited operating history, competitive factors in the Company’s
and Forever Young’s industry and market, and other general economic conditions. The forward-looking statements made herein are based
on the Company’s current expectations, assumptions, and projections, which could be incorrect. The forward-looking statements made
herein speak only as of the date of this Current Report on Form 8-K and the Company undertakes no obligation to update publicly such forward-looking
statements to reflect subsequent events or circumstances, except as otherwise required by law.
Additional Information and Where to Find It
If the Definitive Agreement is entered into in
connection with the proposed Transaction, the Company will prepare a proxy statement (the “Proxy Statement”) to be filed with
the United States Securities and Exchange Commission (the “SEC”) and mailed to its stockholders. The Company urges its investors
and other interested persons to read, when available, the Proxy Statement, as well as other documents filed with the SEC, because these
documents will contain important information about the proposed Transaction. The Proxy Statement, once available, can be obtained, without
charge, at the SEC’s website (http://www.sec.gov).
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities or in respect of any business combination. This Current
Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
The Company and certain of its respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from SSEA’s stockholders, in favor of the
approval of the proposed Transaction related matters. Information regarding the Company’s directors and executive officers is contained
in the section of the Company’s Form S-1 titled “Management”, which went effective with the SEC on August 7, 2025. Additional
information regarding the interests of those participants and other persons who may be deemed participants in the Transaction may be obtained
by reading the Proxy Statement and other relevant documents filed with the SEC when they become available.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.01 |
|
Letter Agreement, dated as of September 29, 2025 |
| 99.1 |
|
Press Release, dated September 29, 2025 |
| 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.
| |
STARRY SEA ACQUISITION CORP |
| |
|
| |
By: |
/s/ Yan Liang |
| |
Name: |
Yan Liang |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Date: September 29, 2025 |
|
|
