ADDED
As a result of the underwriter s full exercise of its over-allotment option on August 11, 2025, no Founder Shares are currently subject to forfeiture as of September 30, 2025.
As a result of the underwriter s full exercise of its over-allotment option on August 11, 2025, no Founder Shares are currently subject to forfeiture as of September 30, 2025.
As a result of the underwriter s full exercise of its over-allotment option on August 11, 2025, no Founder Shares are currently subject to forfeiture as of September 30, 2025.
As of September 30, 2025, the Company had not commenced any operations.
There will be no redemption rights or liquidating distributions with respect to the Company s rights, which will expire worthless if the Company fails to complete the Business Combination within the 15 months from August 7, 2025, the effective date of the registration statement on Form S-1 (File Number 333-287976), as amended (the Registration Statement ) for our IPO, which was declared effective by the SEC on August 7, 2025, or during any extension period.
The Company will have 15 months from the effective date of the Registration Statement to consummate its initial Business Combination.
On September 29, 2025, 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 $ 750 million to $ 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.
REMOVED
2 STARRY SEA ACQUISITION CORP UNAUDITED CONDENSED STATEMENT OF OPERATIONS For the Three Months Ended June 30, 2025 For the Six Months Ended June 30, 2025 (Unaudited) (Unaudited) Formation and operating costs $ 21,600 $ 107,104 Net loss $ ( 21,600 ) $ ( 107,104 ) Basic and diluted weighted average shares outstanding (1)(2) 1,250,000 1,250,000 Basic and diluted net loss per ordinary share $ ( 0.02 ) $ ( 0.09 ) (1) Excludes an aggregate of up to 187,500 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 7).
As of June 30, 2025, the Company had not commenced any operations.
The Company will have 15 months from the effective date of the registration statement on Form S-1 (August 7, 2025,) to consummate its initial Business Combination.
Going Concern Consideration As of June 30, 2025, the Company had $ 1,000 of cash and $ 368,218 of working capital deficit.
For the six months ended June 30, 2025, we had a net loss of $ 107,104 .
As discussed above, the Company received $ 815,235 in advances from our sponsor and upon completion of the IPO, $ 816,060 of cash was held outside of the Trust Account and no balance due to the sponsor.
The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.
In addition, the Company initially has 15 months from August 7, 2025, the effective date of this registration statement, to consummate the initial Business Combination (assume no extensions).
If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.
In connection with the Company s assessment of going concern considerations in accordance with Financial Accounting Standard Board s Accounting Standards Update ( ASU ) 2014-15, Disclosures of Uncertainties about an Entity s Ability to Continue as a Going Concern, management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company s ability to continue as a going concern.