SSEA SEC filings, in plain English
Everything STARRY SEA ACQUISITION CORP has filed with the SEC that we hold — 40 filings, newest first, 38 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: STARRY SEA ACQUISITION CORP filed a Form 8-K under Rule 425 on August 26, 2026, disclosing the execution of an Agreement and Plan of Merger dated August 22, 2026. The filing details a business combination with SuperiorMed Healthcare Group, valued at $200,000,000, resulting in the issuance of Purchaser Ordinary Shares to SuperiorMed shareholders. Key terms include a post-closing board of five directors (one designated by SSEA, four by SuperiorMed), a lock-up period for SuperiorMed founder/management shareholders and the Sponsor until the earlier of 180 days after closing or when the stock price exceeds $12.00 for 20 of 30 trading days, and an Outside Date for termination set as the later of May 7, 2027, or the end of SSEA's combination period. Why it matters: This filing marks the transition from 'SEARCHING' to a definitive merger agreement, establishing the specific valuation ($200,000,000) and governance structure for the combined entity. It defines the redemption landscape by confirming the conversion mechanics for SSEA shareholders and outlining the conditions precedent, including shareholder approvals and SEC effectiveness, which are critical for investors assessing the probability of completion before the trust expires. The disclosure also highlights the control dynamics through the board composition and lock-up provisions, signaling sponsor and target alignment.
What changed: Starry Sea Acquisition Corp (SSEA) filed an 8-K on August 26, 2026, announcing the execution of a Merger Agreement on August 22, 2026, to combine with SuperiorMed Healthcare Group. The transaction values SuperiorMed at $200,000,000, resulting in the issuance of 20,000,000 Purchaser Ordinary Shares to SuperiorMed shareholders ($10.00 per share). The post-merger board will consist of five directors: one independent director designated by SSEA and four designated by SuperiorMed (including Dale Li and two independent directors). SSEA shares convert to Purchaser Class A Ordinary Shares (1 vote each), while SuperiorMed shares become Purchaser Class B Ordinary Shares (10 votes each). Rights held by SSEA shareholders convert to 1/6 of a Purchaser Class A Ordinary Share upon cancellation. The agreement includes a lock-up period for SuperiorMed founder/management shareholders and the Sponsor until the earlier of 180 days post-closing or when the stock price exceeds $12.00 for 20 of 30 trading days. Termination is permitted if closing does not occur by May 7, 2027, or the end of SSEA's combination period. Why it matters: This filing confirms the definitive terms of the business combination, establishing the valuation ($200 million), share exchange ratio, and governance structure (Class B super-voting rights for target shareholders). It sets the outside deadline for completion (May 7, 2027), which is critical for investors tracking redemption deadlines and trust value preservation. The lock-up provisions and board composition details inform investors about future selling pressure and control dynamics post-merger.
What changed: 10-Q (Quarterly Report) filed by Starry Sea Acquisition Corp, a blank check company, for the quarter ended June 30, 2026, as required by the Securities Exchange Act of 1934. Trust account value increased to $59,335,397 from $58,363,263 due to interest income of $972,134 for the six months. The Company reported net income of $109,502 for Q2 2026 and $434,732 for the six months, driven by trust interest. Operating expenses rose to $378,133 in Q2 (versus $21,600 in Q2 2025). The LOI with Forever Young International Limited expired on January 12, 2026 without a definitive agreement; the Company stated it does not intend to proceed. The sponsor issued a new $500,000 promissory note (Promissory Note II), with $198,432 drawn as of June 30, 2026, to fund working capital. The Company had only $6,081 cash outside trust and a working capital deficit of $158,336. Management disclosed substantial doubt about the Company's ability to continue as a going concern if a business combination is not completed within the 15-month deadline from August 7, 2025 (i.e., by November 7, 2026). Why it matters: The SPAC has no current target after the LOI fell through, less than three months remain before the mandatory liquidation deadline, and the Company has minimal cash outside trust. The sponsor's loan provides some liquidity but does not change the imminent deadline risk. Investors should watch for any extension vote or new target announcement. The trust value per share (~$10.32) is above the $10.00 redemption price, but the lack of a deal and going concern warning are significant.
What changed vs 2026-05-14trust $58.8M → $59.3M +1%going concern APPEAREDtrust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $58.8M$59.3M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 5.75M · unchanged
SpacBrain reads this as $487,635 was added to the trust between the two filings.
The clause …“Total current assets 80,033 379,616 Non-current Asset Cash and Investments held in Trust Account 59,335,397 58,363,263 Total Non-current Asset 59,335,397 58,363,263 Total Assets $ 59,415,430 $ 58,742,879 Liabilities and Shareholders’”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“management has determined that such an additional condition also raises substantial doubt about the Company’s ability to continue as a going concern. The financial statement does not include any adjustments that might result from”…
The clause “1, 2025, there were 1,885,871 ordinary shares issued and outstanding, excluding 5,750,000 ordinary shares subject to possible redemption. As a result of the underwriter’s full exercise of its over-allotment option on August 11, 2025, no”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report (Item 8.01 Other Events; Item 9.01 Financial Statements and Exhibits) filed under the Securities Exchange Act of 1934. Mechanics impact: The Company reports that its letter of intent (LOI) with Forever Young International Limited., a Cayman Islands exempted company, expired on January 12, 2026, upon expiration of the exclusivity period, without any definitive agreements being executed. Entered into on September 29, 2025, the LOI covered a proposed business combination that the Company explicitly states it does not intend to proceed with. No updates to redemption windows, trust fund distributions, merger closings, or extension votes are disclosed. Additional substance: Starry Sea Acquisition Corp. identifies as a Cayman Islands entity (E9) under CIK 0002059165 and File Number 001-42768. Its Nasdaq-listed classes comprise Units (SSEAU), Ordinary Shares (SSEA), and Rights (SSEAR). Each unit contains one ordinary share and one right to acquire one-sixth of one ordinary share. All shares carry a $0.0001 par value. Yan Liang, signing as Chief Executive Officer on May 18, 2026, attests the company is an emerging growth company that elected not to use the extended transition period for accounting standards. The registrant lists principal executive offices at 418 Broadway #7531, Albany, NY, 12207, telephone (646) 750-8895. Corporate mail and business address is PO BOX 309, UGLAND HOUSE, Grand Cayman, Cayman Islands, telephone (412) 947-0514. EIN is reported as 00-0000000. SIC code is 6770 (BLANK CHECKS), specified as 05 Real Estate & Construction. Why it matters: The expired exclusivity period and formal abandonment of the Forever Young International Limited target remove the anticipated business combination from the current pipeline. Without a disclosed replacement target or extension mechanism in this report, shareholders face prolonged shell status, requiring close attention to subsequent periodic filings for remaining trust balances, potential liquidity crunches, or formally scheduled dissolution events. Duration risk rises until the SPAC either secures a new anchor candidate or distributes remaining trust proceeds to public stockholders.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, filed on May 14, 2026. Trust account balance increased from $58,363,263 to $58,847,762 due to $484,499 in interest income. The carrying value of ordinary shares subject to possible redemption increased to $55,021,461 from $52,978,742. The letter of intent with Forever Young International Limited (valued at $750M–$900M) remains in effect; no definitive agreement has been reached. No extension has been filed; the deadline is 15 months from August 7, 2025 (i.e., November 7, 2026). The company reported net income of $325,230 for the quarter, primarily from trust interest. Why it matters: Trust value per share has risen above $10.00, offering a modest premium for any redemptions. The ongoing LOI signals deal activity but no definitive agreement yet, leaving completion uncertain. The deadline is approximately six months away. Sponsor conduct remains routine with no adverse findings.
What changed vs 2025-10-31trust $57.8M → $58.8M +2%trust account, redeemable shares1 moved · 1 with no prior record of ours
- Trust account
- $57.8M$58.8M
- Redeemable shares
- not previously extracted5.75M
SpacBrain reads this as $1,024,278 was added to the trust between the two filings.
The clause “482 Total current assets 241,597 379,616 Non-current Asset Cash and Investments held in Trust Account 58,847,762 58,363,263 Total Non-current Asset 58,847,762 58,363,263 Total Assets $ 59,089,359 $ 58,742,879 Liabilities and Shareholders’”…
The clause “1, 2025, there were 1,885,871 ordinary shares issued and outstanding, excluding 5,750,000 ordinary shares subject to possible redemption. As a result of the underwriter’s full exercise of its over-allotment option on August 11, 2025, no”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Starry Sea Acquisition Corp.'s first annual report on Form 10-K for fiscal year ended December 31, 2025, filed April 2, 2026 — a blank-check/SPAC annual filing covering the IPO, trust account, business combination search, and the status of the proposed Forever Young transaction. No definitive business combination agreement has been signed. The September 29, 2025 letter of intent with Forever Young International Limited remains in an exclusivity period, with pre-money equity value of approximately $750 million to $900 million and consideration expected as rollover equity in the post-closing entity at $10 per share. The trust account held $58,363,263 at December 31, 2025, and the 5,750,000 public shares subject to possible redemption were carried at $10.12 per share. Cash outside the trust was $112,134 and working capital was $379,066. The 15-month combination period is measured from August 7, 2025 — the registration statement's effective date, also described in the filing as 15 months from closing — and no extension has been approved. The over-allotment was exercised in full, 201,250 representative shares were issued, and no founder shares were forfeited. Why it matters: For investors tracking redemption and liquidation mechanics, this filing establishes the year-end trust value and per-share redemption amount, confirms the company remains in search mode with only a non-binding LOI, and highlights limited cash outside trust ($112,134) against ongoing public-company costs and the risks of running to the deadline. If completed, the proposed Forever Young deal would be valued at roughly $750 million to $900 million pre-money, but the lack of a definitive agreement, potential public-share redemptions, and possible extension or liquidation remain the key open items.
What changed: SEC Form 12b-25 Notification of Late Filing for the Annual Report on Form 10-K. This filing formally notifies the Securities and Exchange Commission that Starry Sea Acquisition Corp will miss its statutory deadline for the Form 10-K covering the fiscal year ended December 31, 2025. Through CEO Yan Liang, executed and dated March 31, 2026, the company states it needs additional time to complete the audited financial statements and asserts that filing on schedule would require 'unreasonable effort or expense.' The registrant commits to submitting the annual report within fifteen calendar days of the original deadline. It answers affirmatively that all prior Section 13 or 15(d) periodic reports were filed on time and negatively that any significant change in results of operations is anticipated. The document contains no operational disclosures, financial metrics, target identifiers, market sizing, technology assessments, partnership terms, litigation references, or personnel movements beyond the executive signature and contact details. Why it matters: For a SPAC still searching for a business combination, a Form 12b-25 automatically triggers charter-based extension mechanisms that freeze the redemption calendar and suspend shareholder voting rights until the 10-K is filed. The delay signals unresolved accounting, internal controls, or audit coordination ahead of a potential acquisition, extending the period during which the trust account remains idle and sponsorship expenses draw down working capital. Because the notification provides zero update on deal search progress, valuation targets, or timeline adjustments, investors must treat capital deployment expectations as unchanged while monitoring whether subsequent filings restore trading eligibility. Sponsors who fail to meet extended deadlines risk forced liquidation at the then-current per-share trust balance, making strict tracking of the fifteen-calendar-day cure window critical. All characterizations of the delay rationale, cure timeline, and absence of operational changes derive exclusively from the Company and CEO Yan Liang as filed.
What changed: Routine compliance exhibit — Schedule 13G/A amended beneficial ownership report. The filing text identifies only the document type, filing identifier, and holder (Highbridge Capital Management, LLC). It contains no disclosed share counts, ownership percentages, or amendments affecting redemption deadlines, trust value per share, extension mechanics, business combination progress, or sponsor conduct. The reporting entity makes no substantive assertions beyond acknowledging its own filing status. Why it matters: Because the excerpt lacks attached schedule data detailing changed share quantities, voting arrangements, or disposal rights, it does not alter the calculus around cash-redemption windows, unit conversion timing, or target-acquisition pipelines. In the absence of attributed claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, investors tracking SPAC operational milestones should treat this as a standard regulatory update with no immediate impact on deal economics or sponsor behavior.
What changed: Routine compliance exhibit: a Schedule 13G/A beneficial ownership report filed by Space Summit Capital LLC for STARRY SEA ACQUISITION CORP. The excerpt identifies Space Summit Capital LLC as the reporting holder but discloses no share quantities, acquisition dates, purchase prices, ownership percentages, voting arrangements, or purpose statements. Regarding mechanics—redemption deadlines, trust value, extensions, deal progress, and sponsor conduct—the text provides zero operative data: there are no indications of accumulated positions, redemption intentions, extension voting triggers, business combination milestones, or sponsor commitments. Why it matters: No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present, and none are attributed to Space Summit Capital LLC or the registrant in this excerpt. Materiality for SPAC tracking requires explicit numerical disclosures and stated purposes that could signal control changes, proxy influence, or merger timing shifts; because the text contains no such figures or assertions, it currently carries no actionable weight. Full assessment depends on the complete filing’s body, which would show actual share totals, transaction dates, and investment purpose.
What changed: Amended Schedule 13G beneficial ownership report and Exhibit A Joint Filing Agreement. This document IS an amended Schedule 13G accompanied by a joint filing agreement executed under Rule 13d-1(k). Bearing on the requested mechanics: The filing reports zero changes to SSEA’s redemption deadlines, trust account valuation mechanics, extension voting procedures, business combination timeline, or sponsor conduct. It does not indicate deal progress, negotiations, or alterations to public shareholder rights. Bearing on other substance: The document contains no claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel. No operating companies, target assets, or financial projections are referenced. It solely formalizes that the Harraden Circle family of funds and affiliates, managed under the oversight of Frederick V. Fortmiller, Jr., will continue reporting their aggregate SSEA position through a single amended schedule. The execution date is February 13, 2026, and the SEC accession number is 0001193125-26-051874. Why it matters: For investors tracking redemption windows, trust distribution rules, or acquisition milestones, this filing carries no material impact. It confirms administrative continuity and centralized signing authority via Mr. Fortmiller for the Harraden Circle vehicles, but introduces no new financing conditions, target criteria, or governance changes that would affect shareholder economics or decision timelines. Routine compliance filings of this nature do not shift valuation assumptions or trigger protective triggers, though they verify the unified reporting structure controlling the disclosed stake.
What changed: Routine compliance exhibit attached to a Schedule 13G. In its own terms, it contains Exhibit A and Exhibit B: Limited Powers of Attorney executed by Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC to authorize designated officers to execute and file Form 13G with the SEC. As stated by the authorized representatives (Takahiro Katsura, Hidekatsu Take, and Adam Hopkins), the documents delegate full authority to complete, amend, supplement, and timely file Form 13G and related exhibits. This reflects a standard administrative update for institutional ownership reporting. It reports no modifications to redemption deadlines, trust value calculations, extension procedures, merger deal progress, or sponsor conduct. The filing references a date of 2-12-2026 and lists principal office locations at 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan; and 1271 Avenue of the Americas, NY, NY 10020, USA. Why it matters: For investors tracking capital event mechanics, this filing bears zero relevance. It is a procedural instrument confirming signatory authorization for regulatory submissions, not a disclosure of economic or operational shifts. As articulated by the executing Mizuho officers, the text contains no substantive claims about customer concentration, revenue streams, addressable market size, strategic initiatives, proprietary technology, partnership formations, active litigation, or executive turnover. All statements are confined to the granting of form-filing agency, making it immaterial to redemption thresholds, trust integrity, extension timelines, acquisition targets, or sponsor fidelity.
What changed: Routine compliance exhibit — Amended Schedule 13G beneficial ownership report. The filing updates prior disclosures for Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick. The provided excerpt omits the amended share quantity, percentage of outstanding common stock, triggering event date, and statement of investment purpose. Why it matters: Regarding redemption mechanics, trust value, extensions, deal progress, and sponsor conduct: this 13G/A is filed while SSEA remains in the SEARCHING phase with no announced target, merger agreement, or extension resolution. It does not establish a voting block capable of forcing a business combination deadline acceleration, nor does it indicate sponsor willingness to waive anti-dilution provisions or preserve the per-share trust amount noted at $10. Because the numerical holdings and investment intent are absent from the excerpt, the amendment carries no actionable impact on the redemption calendar or trust accounting. As a standard regulatory update, it simply logs institutional tracking of SSEA’s equity without signaling strategic maneuvering, customer metrics, revenue projections, technology development, partnership announcements, litigation exposure, or executive personnel shifts. The reporting persons have not publicly claimed customer concentrations, revenue trajectories, market sizing, technology roadmaps, partner agreements, active litigation, or leadership changes in this submission.
What changed: a Joint Filing Agreement (a routine compliance exhibit attached to a Schedule 13G/A). According to the undersigned signatories—Feis Equities LLC and Lawrence M. Feis—the document formally consolidates their SEC reporting obligations, agreeing that the Schedule 13G regarding Class A ordinary shares of Starry Sea Acquisition Corp dated January 30,2026 and any subsequent amendments shall be filed jointly on behalf of each party pursuant to Rule 13d-1(k). This exhibit discloses no modifications to SSEA’s redemption deadline, trust account balance, extension vote mechanics, target acquisition timeline, or sponsor leadership conduct. Why it matters: Investors monitoring SSEA’s liquidation windows, trust preservation, or de-SPAC execution will find this exhibit procedurally neutral. It solely coordinates regulatory submission logistics for beneficial ownership tracking and contains no assertions regarding customer contracts, revenue streams, market positioning, technological capabilities, partnership arrangements, pending litigation, or executive compensation. The filing advances no operational milestones and requires no shareholder action beyond routine disclosure compliance.
What changed: This document is a Schedule 13G beneficial ownership report. The filing identifies HIGHBRIDGE CAPITAL MANAGEMENT, LLC as the reporting holder. The provided text contains no share quantities, acquisition dates, purchase prices, or transaction structures, and therefore reports no changes to redemptions, trust value mechanics, extension timelines, target acquisition progress, or sponsor conduct. Why it matters: Under SEC rules, filing a Schedule 13G means the holder asserts it holds more than 5 percent of the registrant’s securities, signaling institutional tracking of STARRY SEA ACQUISITION CORP during its SEARCHING phase. Because the excerpt does not disclose the exact number of shares, aggregate cost, or whether the interest is passive or controlled, the filing alone does not alter redemption parameters, affect trust distribution calculations, or provide evidence of deal advancement or sponsor activity.
What changed: Schedule 13G — a routine compliance exhibit disclosing beneficial ownership. The filing identifies WOLVERINE ASSET MANAGEMENT LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Gust Christopher, and Robert R. Bellick as reporting holders. The document text contains no statements updating redemption deadlines, trust account funding levels, extension proposals, target acquisition negotiations, or sponsor fiduciary conduct. Why it matters: This filing serves as a cumulative ownership disclosure triggered by cross-entity accumulation above the statutory reporting threshold. For SSEA investors monitoring cash conversion timelines, tender mechanics, or management alignment with shareholder interests, the document provides zero operational or procedural leverage; it neither narrows the acquisition window nor alters trust distribution parameters. The excerpt makes no assertions regarding customer pipelines, revenue recognition, market sizing, technological moats, commercial partnerships, active litigation, or executive succession. All referenced holding vehicles are attributed exclusively to the Wolverine reporting group as stated in the filing’s disclosure header.
What changed: Quarterly report on Form 10-Q (unaudited condensed financial statements and management discussion & analysis) for the newly-formed SPAC's first quarter after its IPO. The SPAC consummated its IPO of 5,750,000 units on August 11, 2025, raising $57.5 million in trust. Simultaneously, it completed a $2.47 million private placement with the sponsor. It also entered into a letter of intent on September 29, 2025, for a proposed business combination with Forever Young International Limited, valuing the target at $750 million to $900 million. As a result of the full exercise of the overallotment option, no founder shares remain subject to forfeiture. Why it matters: This filing marks the SPAC's first publicly-traded quarter and provides the first look at its trust value ($57.82 million), cash burn ($238k outside trust), and deal progress. The definitive letter of intent with a large Chinese healthcare operator (target valuation up to $900M) sets a clear liquidation-deadline clock — the company has until November 7, 2026 (15 months from August 7, 2025) to close or liquidate. Shareholders should note that the pre-money equity value of $750M-$900M at $10-per-share implies significant dilution for public shareholders, as the sponsor's founder shares and private placement units would convert at the same $10 per share.
What changed vs 2025-08-22going concern RESOLVEDgoing-concern doubt, trust account1 moved · 1 with no prior record of ours
- Going-concern doubt
- statednot stated
- Trust account
- not previously extracted$57.8M
SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.
The clause …“- Non-current Assets Deferred offering costs - 25,000 Cash and Investments held in Trust Account 57,823,484 - Total Non-current Assets 57,823,484 25,000 Total Assets $ 58,412,197 $ 25,000 Liabilities and Shareholders’ Deficit Current”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report accompanying a press release announcing the scheduled separate trading of the Company’s ordinary shares and rights following its initial public offering. The filing establishes that holders of units sold in the initial public offering may elect to separately trade the underlying ordinary shares and rights commencing October 2, 2025. Unseparated units retain the Nasdaq symbol SSEAU; separated shares begin trading as SSEA; separated rights begin trading as SSEAR. According to the press release, each right entitles the holder to acquire one-sixth of one ordinary share upon the consummation of the Company’s initial business combination. The document does not update the trust account value per share, disclose any redemption deadline, propose a trust extension, identify a pending acquisition target, or detail changes to sponsor administration or conduct. Why it matters: According to Exhibit 99.1, Starry Sea Acquisition Corp completed an underwritten initial public offering of 5,750,000 units via A.G.P./Alliance Global Partners, with the Securities and Exchange Commission declaring the governing registration statement (File Number 333-287976) effective on August 7, 2025. The press release identifies Yan Liang as Chief Executive Officer and lists Kong Wai Yap as Chief Financial Officer. Each unit comprises one ordinary share carrying a par value of $0.0001 plus the aforementioned conditional right. By splitting the combined security into two independently tradable instruments, the Company alters the secondary market liquidity profile without modifying the underlying capitalization table or business combination timeline. Investors monitoring pre-combination positioning should track how volume and bid-ask spreads distribute across SSEA and SSEAR, as differential pricing between the equity and the fractional conversion right may signal early institutional allocation shifts ahead of any formal target announcement or proxy solicitation.
What changed: This filing IS a Form 8-K current report announcing the entry into a binding letter of intent for a proposed business combination, accompanied by a furnished press release and the full letter of intent. Mechanical impact: According to the binding letter of intent executed by Chief Executive Officer Yan Liang for Starry Sea Acquisition Corp. and President Dale Li for Forever Young International Limited, the parties entered a sixty (60) day exclusive negotiation period to pursue a merger, with automatic extension options contingent on continued good-faith discussions. The parties contemplate a pre-money equity value for the target ranging from approximately USD 750 million to USD 900 million, subject to confirmatory due diligence, with consideration expected to consist entirely of rollover equity in ordinary shares of the post-closing entity, each valued at $10 per share. The due diligence clause mandates mutual access to information regarding the SPAC’s capitalization, trust account, and potential redemption scenarios; however, the filing reports no change to the trust balance, no revised shareholder redemption deadline, and no proposal or approval of an extension. Breach of binding provisions triggers documented expense reimbursement capped at $100,000, and confidentiality obligations survive termination for two years under New York governing law with exclusive venue in New York County. Substance: Per the press release distributed by Starry Sea Acquisition Corp., Forever Young is a health industry operator providing management and support service solutions for medical institutions in China. The press release states the company serves a range of medical institution clients in China and that its mission is to support medical institutions and contribute to the standardization and quality of China’s primary healthcare services. The proposed transaction contemplates the acquisition of all outstanding preferred shares, ordinary shares, options, and equity equivalents via merger. Advisory counsel is identified as Torres & Zheng at Law, P.C., Beijing Dacheng Law Offices, LLP, Loeb & Loeb LLP, CM Law, and Harney Westwood & Riegels. Why it matters: The filing advances SSEA from its searching phase into binding deal execution, locking in a valuation band and a sixty (60) day exclusivity window while formally requiring target access to trust account and redemption scenario data prior to any definitive agreement. Investors tracking redemption economics and trust preservation will note that the referenced $10 per share valuation is an equity consideration metric rather than a stated cash redemption price, meaning actual trust distribution mechanics, third-party PIPE sizing, and pro forma share counts remain undefined until the proxy statement. The absence of an extension declaration or updated trust ledger means current shareholder exit rights and timing continue to operate under the original SPAC charter until the merger agreement and voting materials are filed.
What changed: SEC Form 3/A initial statement of beneficial ownership of securities, classified as a routine compliance exhibit. Director Kang Liang reported zero non-derivative transactions or holdings changes. The filing makes no adjustments to redemption deadlines, trust mechanics, extension schedules, or deal progress metrics. Because no insider equity was acquired or divested, the update carries no implications for sponsor capital signaling, deal pacing, or shareholder exit windows relative to the company’s public timeline. Why it matters: The document contains no substantive assertions regarding customer relationships, revenue streams, market size, corporate strategy, technology, partnerships, litigation, or personnel. Attributed solely to the regulator’s acceptance of the filing, its utility rests on establishing a verified baseline of executive ownership during the SEARCHING phase. Investors tracking whether management is personally deploying capital ahead of a merger announcement will monitor subsequent Form 4 disclosures; this attestational submission confirms a static position without altering any mechanical parameters or trust distribution framework.
What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2025, filed by a blank-check company (SPAC) that had not yet completed its IPO as of the balance sheet date but subsequently closed the IPO on August 11, 2025. The SPAC completed its IPO on August 11, 2025 (after the June 30 period end), issuing 5,000,000 units at $10.00 per unit (plus full over-allotment of 750,000 units), generating total gross proceeds of $57,500,000 deposited into the trust. Simultaneously, the sponsor purchased 247,121 private placement units at $10.00 per unit for $2,471,210. The company repaid the outstanding promissory note balance of $387,484 to the sponsor. As of June 30, 2025, before the IPO, the company had only $1,000 cash, a working capital deficit of $368,218, and a net loss of $107,104 for the six-month period. The founder shares (1,437,500 shares) were issued in February 2025, with up to 187,500 shares subject to forfeiture, but the full exercise of the over-allotment eliminated that forfeiture condition. Why it matters: This filing establishes the baseline trust value ($57.5 million, or $10.00 per public share) and the 15-month deadline from August 7, 2025 (to November 2026) for completing a business combination. Investors should note that the sponsor has waived redemption rights and agreed to certain restrictions, and the company has a going concern risk if no deal is completed within the deadline. The working capital available outside the trust ($816,060) is modest, and the company will incur $10,000/month in administrative fees. No target has been announced, and the sponsor's conduct (repayment of promissory note, transfer of founder shares to officers/directors) is standard for a SPAC in the early post-IPO stage.
What changed: SEC Form 3 – initial statement of beneficial ownership reporting insider equity holdings. Director Chen Peter Jianfeng directly holds 40,000 shares of Starry Sea Acquisition Corp., as disclosed in this Form 3. Why it matters: This filing exclusively reports an insider’s direct share count and contains no information regarding redemption deadlines, trust-per-share value, extension procedures, acquisition target progress, sponsor conduct, or corporate strategy. It does not alter any redemption calendar or trust mechanics. Monitoring director shareholdings remains a standard alignment metric during a SPAC’s searching phase, but this submission adds no actionable data on the fund’s structural timeline or capital commitments.
What changed: Form 3, an insider ownership report filed by Director and Chief Executive Officer Kang Liang. Discloses direct holdings of 35,000 shares without specifying acquisition date, transaction code, or cost basis. Contains zero references to redemption deadlines, trust account balance, extension provisions, target search progress, or sponsor governance behavior. Why it matters: Serves as a baseline administrative record of executive equity presence but delivers no actionable signal for shareholders tracking capital preservation, exit windows, or business combination sequencing. Because Form 3 filings routinely capture initial placement unit conversions or IPO allocations, the standalone figure of 35,000 shares cannot be validated against the sponsor’s founding contribution or private market activities without additional exhibit data. The document neither advances nor impedes the redemption calendar, modifies trust per-share expectations, or indicates deal momentum, rendering it a routine compliance snapshot rather than a mechanical or strategic catalyst.
What changed: Form 3, an SEC initial statement of beneficial ownership. The filing records that Chief Financial Officer Yap Kong Wai holds 40,000 shares (direct) in Starry Sea Acquisition Corp. Why it matters: As a static Form 3 disclosure, the report establishes a baseline equity position for a senior officer but does not reflect any purchase, sale, or exercise activity during the reporting window. Consequently, it offers no insight into sponsor conduct relative to capital deployment or retail shareholder alignment. It contains no updates on SPAC operational mechanics—including redemption calendars, trust account per-share valuation, extension motions, target negotiation status, or commercial milestones such as customer contracts, revenue streams, market positioning, technology development, strategic partnerships, or personnel changes. Investors tracking exit timelines or deal progression will find this a standard regulatory snapshot with no impact on deadline tracking or trust valuation assumptions.
What changed: A Joint Filing Agreement (Exhibit 99.1) executed on August 18, 2025, by Guojian Zhang, Director, and Starry Sea Investment Limited, confirming that their respective Schedule 13D reports on beneficial ownership of Starry Sea Acquisition Corp’s Ordinary Shares will be submitted together under Securities Exchange Act Rule 13d-1(k). The filing contains no disclosures affecting the redemption calendar, trust account composition, extension votes, acquisition target status, or sponsor governance conduct. It solely establishes a procedural co-filing arrangement for a regulatory ownership threshold report. Why it matters: While the exhibit lacks operational or liquidity data, a Schedule 13D represents the first mandatory public disclosure of coordinated equity accumulation. The joint structure links a named director with an investment entity, indicating aligned position management ahead of potential shareholder elections, business combination approvals, or liquidity events. Per SEC regulations, this filing triggers public scrutiny of stake concentration; however, absent the primary 13D table specifying share quantities or acquisition price references, investors cannot yet quantify redemption pressure or voting leverage. No claims regarding customers, revenue, market size, technology, partnerships, litigation, or personnel adjustments were made in the submitted text.
What changed: Form 8-K Current Report announcing the consummation of the initial public offering (IPO) and simultaneous private placement, accompanied by Exhibit 99.1 containing an audited balance sheet and comprehensive notes to the financial statements. The Company reported that on August 11, 2025, it closed its IPO of 5,750,000 Public Units at $10.00 per unit, generating $57,500,000 in gross proceeds, all of which were deposited into a Trust Account managed by Odyssey Transfer and Trust Company. The filing confirms the simultaneous exercise of a 45-day over-allotment option for 750,000 units, adding $7,500,000 to the base $50,000,000. The Sponsor purchased 247,121 Private Placement Units for $2,471,210. The document establishes a 15-month Combination Period starting from the registration statement’s effective date of August 7, 2025, triggering mandatory pro-rata trust redemption and liquidation if a deal is not completed. It details sponsor obligations including a $10,000 monthly administrative fee payable to an affiliate, repayment of a $387,484 promissory note, a $2,578 advance owed to the sponsor, and sponsor waivers of redemption rights for founder and private shares alongside a liability assumption if third-party claims reduce the Trust Account below the initial deposit amount. The audited balance sheet shows $816,060 in working capital cash retained outside the trust. Management has formally disclosed a going concern qualification tied to the fixed liquidation timeline. Why it matters: This filing locks the exact trust balance ($57,500,000) and public share count (5,750,000 ordinary shares subject to possible redemption) needed to track future redemption valuations. It defines a strict 15-month deadline from August 7, 2025, establishing the outer limit for any extension proposals or business combination announcements. The underwriting structure is clarified: A.G.P. received 2% cash underwriting discounts totaling $1,150,000 plus 3.5% equity compensation equaling 201,250 Representative Shares, which carry a 180-day FINRA Rule 51101(1) lock-up. The target acquisition criteria specify that combined targets must hold an aggregate fair market value of at least 80% of trust assets at agreement, and the post-transaction entity must secure 50% or more of outstanding voting securities to avoid Investment Company Act registration. The explicit going concern label and liquidity breakdown signal that capital preservation, timeline adherence, and sponsor-backed structural protections are the dominant near-term variables governing shareholder outcomes.
What changed: Schedule 13G, a routine compliance exhibit. The filing text identifies Space Summit Capital LLC as the reporting holder of common stock. The excerpt contains no discussion of redemption deadlines, trust value, extension status, deal progress, or sponsor conduct. It discloses no share quantities, acquisition dates, or transaction purposes. Why it matters: The reporting holder, Space Summit Capital LLC, makes no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the document supplies no figures, timelines, or operational updates, it does not advance the SEARCHING phase, trigger redemption mechanics, or affect shareholder rights. Until additional 13G exhibits reveal share counts, acquisition intent, or amendments to governing documents, the filing remains immaterial to deal progression or trust accounting.
What changed: Routine compliance exhibit: Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report. No adjustments to SSEA’s redemption deadlines, trust account balances, extension windows, target acquisition progress, or sponsor conduct are disclosed or amended. The filing consolidates disclosure obligations for multiple Harraden Circle investment vehicles and Frederick V. Fortmiller, Jr., into a single Schedule 13G submission pursuant to Rule 13d-1(k) for reports dated August 14, 2025. Why it matters: The exhibit exclusively addresses Securities Exchange Act formatting requirements rather than corporate mechanics or operational developments. It confirms Mr. Fortmiller acts as the authorized signatory for each Harraden Circle entity in his capacity as Managing Member or general partner representative. Because the document contains zero customer acknowledgments, revenue figures, market size estimates, strategic roadmaps, technology descriptions, partnership commitments, litigation matters, or executive commentary, investors cannot extract new cash-conversion timelines, deal catalysts, or valuation inputs. It merely satisfies regulatory bundling rules for coordinated shareholder reporting.
What changed: This document is a Joint Filing Agreement and routine compliance exhibit executed by Feis Equities LLC and Lawrence M. Feis to submit a combined Statement on Schedule 13G regarding Class A ordinary shares of Starry Sea Acquisition Corp, dated August 12, 2025. According to the agreement, the submission modifies neither redemption deadlines, trust account distributions, extension voting procedures, target selection timelines, nor sponsor conduct covenants. The signatories explicitly limit the filing to establishing an administrative arrangement for joint Schedule 13G disclosure under Rule 13d-1(k) pursuant to the Securities Exchange Act of 1934. Why it matters: The same agreement discloses zero substantive information on customer relationships, revenue generation, market sizing, corporate strategy, technology developments, partnership formations, litigation status, or executive appointments. Because the document operates strictly as a procedural coordination tool for beneficial ownership reporting, it leaves the SPAC’s search-phase mechanics and capital structure entirely unaffected.
What changed: 8-K filed by Starry Sea Acquisition Corp reporting the consummation of its initial public offering (IPO) and related agreements. Starry Sea Acquisition Corp closed its IPO on August 11, 2025, issuing 5,750,000 units at $10.00 each for gross proceeds of $57,500,000; the over-allotment option was exercised in full for 750,000 units; net proceeds of $57,500,000 were deposited into the trust account; 247,121 private placement units were sold to the sponsor at $10.00 per unit for $2,471,210; and the Second Amended and Restated Memorandum and Articles of Association was adopted. Three independent directors were appointed effective August 7, 2025. Why it matters: This 8-K establishes the SPAC's baseline financial structure: a trust with $57,500,000 ($10.00 per unit), a 15-month deadline to complete a business combination, insider lock-up and voting restrictions, and standard SPAC governance terms. Investors tracking redemption mechanics should note the articles require a minimum $5,000,001 in net tangible assets post-redemption and impose a 15% cap on any single beneficial owner's aggregate redemption rights. The document contains all standard IPO agreements but no target business or substantive revenue/operations claims, as the SPAC has just gone public.
What changed: Form 3 statement of changes in beneficial ownership. The filing lists STARRY SEA INVESTMENT Ltd, designated as a 10% owner, as holding 1,479,621 shares on a direct basis. Why it matters: This initial ownership report establishes the sponsor entity’s baseline equity position while the issuer remains in SEARCHING status. The filing contains no references to the trust account, redemption windows, extension votes, deal negotiations, or management personnel changes, meaning it does not alter investor redemption deadlines, trust value per share, or acquisition timelines. The reported 1,479,621 shares and 10% ownership percentage are disclosed solely by STARRY SEA INVESTMENT Ltd in this SEC submission.
What changed: Routine compliance exhibit: SEC Form 3 (Initial Statement of Beneficial Ownership) filed by an insider. Director Liang Yan reported direct ownership of 50,000 shares. The filing contains no disclosures regarding redemption deadlines, trust account balances, extension voting mechanics, business combination negotiations, or sponsor conduct. The issuer remains in SEARCHING status. Why it matters: This Form 3 is a standard post-listing or pre-acquisition ownership log that does not alter shareholder redemption rights, change per-share trust accruals, extend the combination deadline, signal deal progress, or reflect sponsor behavioral shifts. Regarding other substance, the filing contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the named director's share count.
What changed: This document IS a routine compliance exhibit — specifically, a Form 3 insider ownership report filed on 2025-08-11 for STARRY SEA ACQUISITION CORP. The filing reports that director Stephen Markscheid holds 40,000 shares (direct). No acquisition, disposition, or derivative exercise is listed, indicating a static declaration of current beneficial ownership rather than a transactional shift. Why it matters: FIRST, on mechanics: this submission contains zero references to redemption deadlines, trust value distributions, extension votes, business combination deal progress, or sponsor conduct. It does not trigger, accelerate, or defer any shareholder vote or cash-out window. SECOND, on other substance: the text makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the named director. Every factual assertion, including the direct holding of 40,000 shares, is attributed solely to Stephen Markscheid through this regulatory disclosure. THIRD, analytical impact: while routine, the filing confirms baseline insider equity positioning without altering the SEARCHING status timeline or influencing trust distribution parameters. No external metrics, trust share counts, or monetary conventions are imported or computed; all referenced numbers originate strictly from the provided filing text.
What changed: Final prospectus for the initial public offering of Starry Sea Acquisition Corp. (SSEA), filed as a 424B4. This is the first filing of a final prospectus for SSEA's IPO. The document definitively sets the terms of the offering: 5,000,000 units at $10.00 each, each consisting of one ordinary share and one right to receive one-sixth (1/6) of an ordinary share upon a business combination. It confirms $50,000,000 (or $57.5 million with over-allotment) will be deposited into a trust account. The trust per-share value is $10.00. The deadline to complete a business combination is 15 months from the effective date of the registration statement (August 7/8, 2025), making the deadline November 2026. The sponsor, Starry Sea Investment Limited, will purchase 232,121 private units. There is no identified target business. Why it matters: This filing establishes all the baseline mechanics for tracking this newly listed SPAC. For investors, the key facts are: trust value of $10.00 per share, a 15-month deadline from the August 2025 effective date, a typical redemption structure, and a management team with significant ties to the PRC, which limits the potential pool of target companies and introduces China-specific risks.
What changed: Regulatory correspondence (CORRESP) submitting a formal request to accelerate the effectiveness of a Form S-1 Registration Statement. Chief Executive Officer and Chairperson Yan Liang filed this letter to request that the Form S-1 Registration Statement become effective at 5:00 p.m. Eastern Time on August 7, 2025. Representatives of the prospective underwriters joined the acceleration request in a separate submission. The letter contains no discussion of shareholder redemptions, trust account distributions, extension proposals, business combination negotiations, or sponsor governance actions. Why it matters: Moving the registration effective date to August 7, 2025 advances the launch of the capital raise, which initiates the operating window during which the sponsor must identify and execute a target transaction. Earlier effectiveness compresses the pre-deadline runway, allowing net proceeds to fund due diligence, legalstructuring, and operational scaling immediately upon listing. Because the filing addresses only SEC procedural timing rather than asset valuation, revenue projections, or management track record, investors awaiting redemption pricing or merger-specific dilution metrics should treat this as a mechanical scheduling update and monitor subsequent amendments for underwriting economics and proposed acquisition disclosures.
What changed: Amendment No. 5 to Form S-1, filed exclusively as an exhibit-only update attaching a Cayman Islands legal opinion (Exhibit 5.1) and an independent auditor’s consent (Exhibit 23.1). The registrant submitted this filing to attach required legal and accounting consents without modifying any prospectus or registration terms. The explanatory note explicitly states that the remainder of the Registration Statement remains unchanged. New attachments consist of an opinion from Maples and Calder (Hong Kong) LLP confirming the valid authorization of Ordinary Shares under Cayman Islands law, and a consent from Audit Alliance LLP acknowledging its report dated March 4, 2025, which covers consolidated financial statements from December 5, 2024 (Inception) through December 31, 2024. Why it matters: While procedurally mandatory for IPO readiness, the amendment solidifies the offering mechanics, sponsor equity structure, and governance certifications necessary for the registration to become effective. According to the filing, the company plans to sell up to 5,750,000 Units at an offering price of US$10.00 per Unit. Each Unit contains one ordinary share and a right to receive one-sixth of one ordinary share upon consummation of an initial business combination. Alliance Global Partners serves as the underwriting representative, designated to receive 175,000 Representative Shares (increasing to 201,250 if the over-allotment option is fully exercised). On sponsor conduct and capital history, the sponsor originally acquired 1,437,500 initial shares for $25,000 (approximately $0.017 per share) under Section 4(a)(2) exemptions, and formally committed to purchasing 232,121 private units at the time of the IPO, plus an extra 15,000 private units at $10.00 per unit contingent on full over-allotment exercise. Sole director Yan Liang certified that the company’s minute books are accurate, no litigation exists in any jurisdiction, and transactions are entered for proper value without creditor preference. The filing omits any data on redemption windows, trust account balances, business combination timelines, target markets, revenue models, or technological advantages.
What changed: SEC Correspondence (CORRESP) — Request for Acceleration of Effectiveness of a Registration Statement on Form S-1. A.G.P./Alliance Global Partners, acting as representative of the underwriters, and Starry Sea Acquisition Corp jointly requested that the Securities and Exchange Commission accelerate the effectiveness of the Form S-1 Registration Statement to August 7, 2025, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable. The underwriters confirmed they are complying with Rule 15c2-8 of the Securities Exchange Act of 1934 and distributing preliminary prospectus copies as permitted under Rule 460 of the Securities Act of 1933. The filing does not establish a redemption calendar, adjust trust-per-share accounting, propose an extension amendment, name a business combination target, or disclose sponsor governance or compensation changes. Why it matters: This correspondence indicates that SEC comment resolution is complete and the sponsor is moving toward immediate pricing, a procedural prerequisite that triggers capital deployment into the trust account and begins the operational clock toward a de-SPAC transaction. The document contains no operational disclosures regarding customers, revenue targets, market sizing, corporate strategy, technology development, commercial partnerships, ongoing litigation, or executive appointments beyond the executing legal and underwriting representatives. Thomas J. Higgins, Managing Director at A.G.P./Alliance Global Partners, authored the request on behalf of the Company; outside counsel Pillsbury Winthrop Shaw Pittman LLP holds the telephone authority to declare effectiveness, and Arila Zhou, Esq. at Robinson & Cole LLP is copied on the transmission. Until a definitive merger proxy or S-4/F-4 is filed, neither the exact funded trust balance per share, the maximum allowable redemption threshold, nor the extension voting mechanics can be verified or recalculated from this filing alone.
What changed: SEC CORRESP (Response to Staff Comment Letter re: Form S-1 Registration Statement). Pillsbury Winthrop Shaw Pittman LLP submitted this correspondence on behalf of STARRY SEA ACQUISITION CORP to address the SEC Division of Corporation Finance comment letter dated July 31, 2025, regarding Amendment No. 3 to the Company’s Form S-1. The SEC staff noted that the directors’ certificate supporting Exhibit 5.1 contained provisions that either assumed away relevant issues or readily ascertainable facts (paragraphs 3, 4, 5, 10, 12, and 17), citing Section II.B.3.a of Staff Legal Bulletin No. 19. The Company concurrently filed Amendment No. 4 via EDGAR reflecting these revisions. Mechanically, this filing does not change redemption deadlines, trust account valuation parameters, extension voting periods, or target acquisition progress. However, clearing SEC commentary on registration exhibits is a procedural prerequisite that advances the Company closer to effective registration, which in turn sets the stage for subsequent trading, redemption windows, and eventual business combination approval. The decision by the Company’s Cayman Islands counsel to rely on director-provided factual confirmations—rather than independent public record verification—to certify the absence of liquidation or administrative proceedings introduces a due diligence methodology that shareholders will encounter when reviewing sponsor conduct and disclosure rigor prior to any future vote. Why it matters: Maples and Calder (Hong Kong) LLP advised that Cayman Islands public searches (e.g., court register, director register) do not disclose pending legal, arbitral, or administrative proceedings, nor internal steps toward liquidation, restructuring, or receiver appointment until formal filings are accepted by the Cayman court. Accordingly, the reinstated language in paragraph 8 of the revised opinion functions strictly as a factual representation from Company directors confirming the absence of such matters, explicitly clarifying that it does not assume or imply insolvency. Executive oversight is confirmed by the correspondence’s cc: line to Yan Liang, Chief Executive Officer, and Kong Wai Yap, Chief Financial Officer. The document contains no claims regarding customer concentration, revenue trajectories, total addressable market sizing, proprietary technology, strategic partnerships, ongoing litigation, or additional personnel appointments beyond the registered executive team.
What changed: Amendment No. 4 to Form S-1 Registration Statement (exhibit-only submission containing a Cayman Islands legal opinion and independent auditor consent). This filing contains no substantive amendments to the registration statement’s prospectus or term sheet. It exclusively files Exhibit 5.1 (legal opinion from Maples and Calder confirming corporate validity and share issuance procedures under Cayman Islands law) and Exhibit 23.1 (consent from Audit Alliance LLP to incorporate its March 4, 2025 audit report covering December 5, 2024 through December 31, 2024). Item 13 details estimated offering expenses totaling $591,210. Item 15 records that, per the sponsor, 1,437,500 initial shares were sold in February 2025 for an aggregate of $25,000 (approximately $0.017 per share), and the sponsor has committed to buying 232,121 private units simultaneously with the offering’s consummation, plus up to 15,000 additional private units at $10.00 per unit if the underwriters’ over-allotment is fully exercised. The registration covers up to 5,750,000 units at US$10 each, alongside 175,000 to 201,250 representative shares. Why it matters: The submission signals routine progression toward SEC effectiveness, placing the company closer to launching its public offering once the S-1 becomes effective. It provides no new data on redemption deadlines, trust account funding or distribution mechanics, potential acquisition targets, or sponsor deal timelines. Because it is strictly an exhibit-and-consent filing, it does not modify the investor cash-out parameters or trust management rules established in earlier amendments. The disclosed insider equity purchases reflect standard pre-IPO sponsor commitments rather than operational performance or market traction.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.