Starry Sea Acquisition Corp (NASDAQ: SSEA) drops proposed Forever Young merger

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Starry Sea Acquisition Corp. reported that its planned merger target is no longer moving forward. The company had signed a letter of intent on September 29, 2025 with Forever Young International Limited for a proposed business combination, but the exclusivity period ended on January 12, 2026 without any definitive agreement being signed. As a result, Starry Sea has decided it will not proceed with this proposed transaction.

Insights

Starry Sea’s initial merger target has fallen through, leaving it seeking alternatives.

Starry Sea Acquisition Corp. previously signed a letter of intent with Forever Young International Limited for a business combination, a standard early step where key terms are outlined but not finalized. This agreement included an exclusivity period restricting talks with other targets.

The exclusivity period expired on January 12, 2026 without a definitive merger agreement. The company now states it does not intend to proceed with this proposed combination, meaning this specific path to becoming an operating company has closed.

The filing does not describe new timelines or alternative targets, so the future direction will depend on subsequent decisions and disclosures. Investors can look to future company filings for updates on any new business combination prospects or strategic changes.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

LOI signing date: September 29, 2025 Exclusivity expiry: January 12, 2026

2 metrics

LOI signing date September 29, 2025 Date Starry Sea entered letter of intent for proposed business combination

Exclusivity expiry January 12, 2026 Date the LOI exclusivity period expired without a definitive agreement

Key Terms

letter of intent, Proposed Business Combination, exclusivity period, emerging growth company

4 terms

letter of intent financial

"entered into a letter of intent (the “LOI”) with Forever Young International Limited"

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

Proposed Business Combination financial

"with respect to a proposed business combination (the “Proposed Business Combination”)"

exclusivity period financial

"upon expiration of the exclusivity period set forth in the LOI, the LOI expired"

An exclusivity period is a set amount of time during which only one party has the right to buy, sell, or make a deal with an asset or opportunity. For investors, it matters because it limits competition and gives the holder a guaranteed window to decide or act without interference from others, similar to having a temporary special right or first chance to make a move.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

05/18/2026 - 02:51 PM

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): May 18, 2026

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	(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 8.01 Other Events.

On September 29, 2025, Starry Sea Acquisition Corp. (the “Company”) entered into a letter of intent (the “LOI”) with Forever Young International Limited., a Cayman Islands exempted company, with respect to a proposed business combination (the “Proposed Business Combination”). The LOI and related matters were disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 29, 2025.

On January 12, 2026, upon expiration of the exclusivity period set forth in the LOI, the LOI expired without any definitive agreements being executed. The Company does not intend to proceed with the Proposed Business Combination.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
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: May 18, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Starry Sea Acquisition Corp (SSEA) announce in this 8-K?

Starry Sea Acquisition Corp announced that its proposed business combination with Forever Young International Limited will not proceed. The letter of intent expired on January 12, 2026 without a definitive agreement being signed, ending this specific merger plan.

What was the letter of intent between SSEA and Forever Young International Limited?

The letter of intent was a preliminary, non-binding agreement signed on September 29, 2025 for a potential business combination. It outlined key terms and granted an exclusivity period, but did not obligate either party to complete a definitive merger agreement.

Why is Starry Sea Acquisition Corp not proceeding with the proposed business combination?

Starry Sea is not proceeding because the exclusivity period under the letter of intent expired on January 12, 2026 with no definitive agreement executed. Once that period ended, the company chose not to continue pursuing this particular transaction with Forever Young International Limited.

Does this 8-K mean SSEA has completed any merger or business combination?

No, this 8-K states that a previously disclosed proposed business combination will not move forward. The letter of intent with Forever Young International Limited expired without a definitive agreement, so no merger or acquisition under that proposal has been completed.

When did Starry Sea Acquisition Corp originally agree to explore a deal with Forever Young International?

Starry Sea Acquisition Corp entered into the letter of intent with Forever Young International Limited on September 29, 2025. That agreement set the framework and exclusivity period for negotiating a possible business combination before ultimately expiring in January 2026.

Filing Exhibits & Attachments

4 documents

Starry Sea Acquisition Corp (NASDAQ: SSEA) drops proposed Forever Young merger

Rhea-AI Filing Summary

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