Starry Sea Acquisition Corp Files 8-K

TL;DR

Starry Sea Acquisition Corp (SEA) filed an 8-K detailing its Cayman Islands incorporation and share structure.

AI Summary

On September 29, 2025, STARRY SEA ACQUISITION CORP filed an 8-K report. The filing indicates the company's charter is from the Cayman Islands, and it is listed under the SIC code for "BLANK CHECKS" (6770). The report details its ordinary shares and rights to acquire shares, with a par value of $0.0001 per share.

Why It Matters

This 8-K filing provides basic corporate information and details about the company's share structure, which is relevant for investors tracking the company's status and potential future activities.

Risk Assessment

Risk Level: low — This filing is primarily informational, detailing corporate structure and share classes without announcing significant new business developments or financial events.

Key Numbers

• 0.0001 — Par Value (Per share for ordinary shares and rights)

Key Players & Entities

• STARRY SEA ACQUISITION CORP (company) — Registrant
• Cayman Islands (location) — State of Incorporation
• September 29, 2025 (date) — Date of Report
• 001-42768 (other) — SEC File Number
• 6770 (other) — Standard Industrial Classification (Blank Checks)

FAQ

Key Financial Figures

• $0.0001 — nits, consisting of one Ordinary Share, $0.0001 par value, and one Right to acquire one
• $10 — publicly-listed entity, each valued at $10 per share. The foregoing description o

Filing Documents

• starryseaacq_8k.htm (8-K) — 39KB
• starryseaacq_ex10-01.htm (EX-10.01) — 31KB
• starryseaacq_ex99-1.htm (EX-99.1) — 14KB
• 0001829126-25-007703.txt ( ) — 312KB
• cik0002059165-20250929.xsd (EX-101.SCH) — 4KB
• cik0002059165-20250929_def.xml (EX-101.DEF) — 27KB
• cik0002059165-20250929_lab.xml (EX-101.LAB) — 37KB
• cik0002059165-20250929_pre.xml (EX-101.PRE) — 25KB
• starryseaacq_8k_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

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.

01 Other Events

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

Forward Looking Statements This Current Report on Form 8-K contains forward-looking 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 Additional Information and Where to Find It If the Defi

01 Financial Statements and Exhibits

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) 2

SIGNATURES

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 3

View Full Filing

View this 8-K filing on SEC EDGAR