Starry Sea Acquisition (Nasdaq: SSEAU) completes $57.5M unit IPO

Rhea-AI Filing Summary

Starry Sea Acquisition Corp completed its initial public offering of 5,750,000 units at $10.00 per unit, generating gross proceeds of $57,500,000. Each unit includes one ordinary share and one right to receive one-sixth of an ordinary share upon a future business combination. As of August 11, 2025, the company placed $57,500,000 of net proceeds from the IPO and a concurrent private placement into a trust account for the benefit of public shareholders, with Odyssey Transfer and Trust Company serving as trustee. An audited balance sheet as of that date reflecting these proceeds is provided as an exhibit.

Positive

• Completed IPO raising $57.5M through the sale of 5,750,000 units at $10.00 each, providing significant cash resources.
• Fully funded trust account with $57,500,000 of net proceeds from the IPO and concurrent private placement for the benefit of public shareholders.

Negative

• None.

Insights

SPAC & capital markets analyst

Starry Sea Acquisition completed a $57.5M SPAC IPO and funded its trust.

Starry Sea Acquisition Corp has consummated its SPAC IPO, selling 5,750,000 units at $10.00 each for gross proceeds of $57,500,000. Each unit bundles one ordinary share with a right that converts into one-sixth of an ordinary share after the company completes an initial business combination.

As of August 11, 2025, the company deposited $57,500,000 of net proceeds from the IPO and a simultaneous private placement into a segregated trust account for public shareholders, with Odyssey Transfer and Trust Company as trustee. This structure is typical for SPACs, ring-fencing the cash until a qualifying transaction is approved.

The inclusion of an audited balance sheet as of August 11, 2025 documenting receipt of these proceeds provides third-party verification of the capital raised and held in trust. Subsequent company filings will need to outline any proposed business combination that would unlock the right component and deploy the funds.

false 0002059165 0002059165 2025-08-11 2025-08-11 0002059165 CIK0002059165:UnitsConsistingOfOneOrdinaryShare0.0001ParValueAndOneRightToAcquireOnesixthOfOneOrdinaryShareMember 2025-08-11 2025-08-11 0002059165 CIK0002059165:OrdinarySharesParValue0.0001PerShareMember 2025-08-11 2025-08-11 0002059165 CIK0002059165:RightsEachWholeRightToAcquireOnesixthOfOneOrdinaryShareMember 2025-08-11 2025-08-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 11, 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 8.01 Other Events.

On August 11, 2025, STARRY SEA ACQUISITION CORP (the “Company”) consummated an initial public offering (the “IPO”) of 5,750,000 units (the “Public Units”). Each Public Unit consists of one ordinary share of the Company, par value US$0.0001 per share (“Ordinary Share”) and one right to receive one-sixth (1/6) of one Ordinary Share upon the consummation of an initial business combination (“Right”). The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000.

As of August 11, 2025, a total of $57,500,000 of the net proceeds from the IPO and the private placement consummated simultaneously with the closing of the IPO (the “Private Placement”) were deposited in a trust account established for the benefit of the Company’s public stockholders, with Odyssey Transfer and Trust Company acting as trustee.

An audited balance sheet as August 11, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

1

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Audit Balance Sheet
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: August 15, 2025

3

FAQ

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

The company reported that it consummated its initial public offering of 5,750,000 units at $10.00 per unit, generating $57,500,000 in gross proceeds.

How much capital did Starry Sea Acquisition Corp raise in its IPO?

Starry Sea Acquisition Corp raised $57,500,000 in gross proceeds by selling 5,750,000 units at $10.00 per unit.

What does each SSEAU unit consist of?

Each unit consists of one ordinary share and one right to receive one-sixth (1/6) of an ordinary share upon completion of an initial business combination.

How much money was deposited into the Starry Sea Acquisition Corp trust account?

As of August 11, 2025, the company deposited $57,500,000 of net proceeds from the IPO and a concurrent private placement into a trust account for public shareholders.

Who is the trustee for Starry Sea Acquisition Corp’s trust account?

Odyssey Transfer and Trust Company serves as the trustee for the trust account holding the IPO and private placement proceeds.

What financial information accompanies this 8-K for SSEAU?

An audited balance sheet as of August 11, 2025, reflecting receipt of the IPO and private placement proceeds, is included as Exhibit 99.1.

On which exchange are Starry Sea Acquisition Corp securities listed?

The units (SSEAU), ordinary shares (SSEA), and rights (SSEAR) are listed on The Nasdaq Stock Market LLC.