SCHEDULE: Starry Sea Sponsor Holds 18.83% Stake Post-IPO

STARRY SEA INVESTMENT LIMITED and its director, Guojian Zhang, disclose an 18.83% beneficial ownership in STARRY SEA ACQUISITION CORP following its initial public offering.

Summary

• STARRY SEA INVESTMENT LIMITED (the 'Sponsor') and its sole director and shareholder, Mr. Guojian Zhang, collectively report beneficial ownership of 1,479,621 ordinary shares of STARRY SEA ACQUISITION CORP.
• This ownership represents 18.83% of the Issuer's outstanding ordinary shares.
• The shares consist of 247,121 ordinary shares underlying private placement units and 1,232,500 ordinary shares held directly by the Sponsor.
• The Sponsor acquired 1,437,500 founder shares for an aggregate purchase price of $25,000 on February 14, 2025.
• Simultaneously with the Issuer's IPO on August 11, 2025, the Sponsor purchased 247,121 private units at $10.00 per unit, generating gross proceeds of $2,471,210.
• Each private unit includes one ordinary share and a right to receive one-sixth (1/6) of an ordinary share upon consummation of an initial business combination.
• The Reporting Persons used working capital funds for these acquisitions.

Sentiment

Score: 6

Explanation: The filing is a routine disclosure of beneficial ownership by the SPAC's sponsor post-IPO. It confirms the expected capital structure and sponsor commitment, which is a neutral to slightly positive signal for a SPAC. No unexpected negative or overwhelmingly positive news is present.

Positives

• The Sponsor and its director hold a significant 18.83% stake, aligning their interests with the company's success in finding a business combination.
• The private placement provided $2,471,210 in gross proceeds to the Issuer, contributing to its capital base.
• Insiders have committed to vote in favor of any proposed business combination and not to convert initial/private shares, indicating support for the SPAC's core objective.

Negatives

• The filing does not present any explicit negative financial or operational results, as it is a beneficial ownership disclosure.

Risks

• Founder shares are subject to forfeiture depending on the underwriters' over-allotment option exercise.
• Founder shares and private units are subject to lock-up provisions, restricting their transferability for a period post-business combination.
• The Issuer's obligation to redeem 100% of public shares if a business combination is not completed within 15 months from the effective date of the registration statement poses a time-sensitive challenge for the SPAC.

Future Outlook

The Reporting Persons may, from time to time, acquire additional Ordinary Shares or engage in discussions with the Issuer concerning future acquisitions. However, they currently have no specific plans or proposals for extraordinary corporate transactions, changes in management or board, material changes in capitalization or dividend policy, or other significant changes to the Issuer's business or corporate structure, beyond what is necessary for the SPAC's initial business combination.

Management Comments

• Mr. Guojian Zhang is the sole director and sole shareholder of STARRY SEA INVESTMENT LIMITED, the Sponsor.

Industry Context

This filing is a standard Schedule 13D, which is required when an entity or individual acquires more than 5% beneficial ownership of a company's stock. For a Special Purpose Acquisition Company (SPAC) like STARRY SEA ACQUISITION CORP, the Sponsor's significant ownership stake post-IPO is a typical and expected disclosure, demonstrating the Sponsor's foundational investment and commitment to identifying and completing a de-SPAC transaction. The agreements detailed, such as lock-up provisions and voting agreements, are common in SPAC structures to ensure stability and alignment of interests among key parties.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• STARRY SEA INVESTMENT LIMITED (Sponsor) purchased 1,437,500 founder shares from the Issuer for $25,000.
• STARRY SEA INVESTMENT LIMITED (Sponsor) purchased 247,121 private units from the Issuer for $2,471,210.
• Mr. Guojian Zhang, as the sole director and sole shareholder of the Sponsor, is deemed to hold voting and dispositive control over the securities held by the Sponsor.

Stakeholder Impact

• Shareholders: The significant ownership by the Sponsor and management, coupled with voting agreements, aligns their interests with the successful completion of a business combination. Lock-up provisions prevent immediate dilution from insider sales post-merger. Public shareholders are protected by provisions allowing conversion of shares into cash from the trust account if certain amendments are proposed or if a business combination is not completed within 15 months.
• Creditors: The filing does not directly address creditors, but the capital raised through the private placement contributes to the Issuer's financial resources for its operations and search for a target company.

Next Steps

• The Reporting Persons may from time to time acquire additional Ordinary Shares or engage in discussions with the Issuer concerning future acquisitions of its shares.
• The Issuer is obligated to complete an initial business combination within 15 months from the effective date of its registration statement, or redeem 100% of its public shares.

Key Dates

Keywords

STARRY SEA ACQUISITION CORP, Schedule 13D, Beneficial Ownership, SPAC, Private Placement, Guojian Zhang, STARRY SEA INVESTMENT LIMITED, IPO, Founder Shares, Securities Exchange Act of 1934