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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): October 1, 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 October 1, 2025, Starry Sea Acquisition Corp (the “Company”) announced that holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”) and rights (the “Rights”) included in the Units, with such trading to commence on or about October 2, 2025.
The Ordinary Shares and Rights that are separated will begin separate trading on the Nasdaq Capital Market (“Nasdaq”) under the symbols “SSEA” and “SSEAR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “SSEAU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Transhare Corporation, in order to separate the holders’ Units into Ordinary Shares and Rights.
On October 1, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the separate trading of the Ordinary Shares and Rights underlying the Units.
| Item 9.01 | Financial Statement and Exhibits. |
| (d) | Exhibits |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 1, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: October 1, 2025 | ||
Exhibit 99.1
Starry Sea Acquisition Corp Announces the Separate Trading of its Ordinary Shares and Rights
NEW YORK, October 1, 2025 – Starry Sea Acquisition Corp (the “Company”) announced today that, commencing October 2, 2025, holders of the Company’s units sold in the Company’s initial public offering of 5,750,000 units (“Units”) may commence separate trading of the underlying component securities. Each Unit consists of one ordinary share, par value $0.0001 per ordinary share (“Share”), and one right to receive one-sixth (1/6th) of one Share upon the consummation of the Company’s initial business combination (“Right”). Those units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SSEAU.”
The Shares and the Rights that are separated will trade on Nasdaq under the symbols “SSEA” and “SSEAR” respectively. Holders of units will need to have their securities brokers contact Transhare Corporation at 17755 US Hwy 19 N, Clearwater, FL 33764, the Company’s transfer agent, in order to separate the Units into Shares and Rights.
The Units were initially offered by the Company in an underwritten offering through A.G.P./Alliance Global Partners. A registration statement on form S-1 relating to these securities (File Number 333-287976) was declared effective by the Securities and Exchange Commission on August 7, 2025. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.
Starry Sea Acquisition Corp
Starry Sea Acquisition Corp is a blank check company formed under the laws of the Cayman Islands for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including those with respect to the Company’s search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
For further information, please contact:
Kong Wai Yap | Chief Financial Officer
Email: yapkongwai@starryseacorp.com