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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): 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.
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) |
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 |
|
|
