Starry Sea Acquisition Corp

What they do

Starry Sea Acquisition Corp is a Cayman Islands exempted company formed on December 5, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company has not commenced operations nor generated any revenues to date; all activity since inception has been related to formation, the IPO, and the search for an acquisition target. Management intends to target a business combination, with a focus that may be influenced by executives' ties to the PRC.

Revenue drivers

• Interest income on trust account — The company earns non-operating interest income on funds held in the trust account; for the three months ended March 31, 2026, this was $484,499.
• IPO proceeds — The IPO raised $57,500,000 (including over-allotment) from selling 5,750,000 units at $10.00 per unit; these funds are held in trust and will be used for the initial business combination.
• Private placement proceeds — The sponsor purchased 247,121 private units at $10.00 per unit for total proceeds of $2,471,210, providing additional working capital.

Recent performance

For the three months ended March 31, 2026, the company reported net income of $325,230, driven by interest income of $484,499 from the trust account, partly offset by $159,269 of formation and operating costs. For the three months ended March 31, 2025, the company had a net loss of $85,504. For the full year 2025, the company reported annual net income of $320,643, though diluted EPS was -$0.78. As of March 31, 2026, total assets were $59.1 million, shareholder equity was $4.0 million, and cash and equivalents were $58,049. Operating cash flow for 2025 was negative at -$702,523.

Strategy

The company's stated strategy is to identify and complete an initial business combination, with no limitation on industry or geography. On September 29, 2025, it entered into a letter of intent with Forever Young International Limited, a health industry operator in China, for a proposed business combination; the letter of intent contemplates a pre-money equity value for Forever Young of approximately $750 million to $900 million, with consideration in rollover equity valued at $10 per share. During the exclusivity period, the company will conduct confirmatory due diligence. If a business combination is not completed within 15 months after the IPO (or an extended period), the company will redeem 100% of the public shares. Management expects to incur significant costs in pursuit of acquisition plans.

Risks

• No operating history or revenue — The company is a newly formed blank check company with no operations or revenues, providing no basis to evaluate its ability to achieve its business objective.
• Going concern uncertainty — The independent registered public accounting firm's report contains an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern.
• Limited time to complete business combination — If the company fails to complete an initial business combination within 15 months after the IPO (or any extended period), it will be forced to redeem public shares and likely liquidate.
• Dependence on proposed transaction — The proposed business combination with Forever Young is subject to confirmatory due diligence and negotiation; if it fails, the company may not find another target within the required timeframe.

Outlook

Management states that the company expects to incur increased expenses as a public company for legal, financial reporting, accounting, and auditing compliance, as well as due diligence expenses related to the initial business combination. The company will not generate operating revenue until after completion of its initial business combination. The immediate focus is on completing the proposed transaction with Forever Young, subject to due diligence and negotiation.