Business Description

Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION STARRY SEA ACQUISITION CORP (the “Company”) is a newly organized blank check company incorporated under the laws of the Cayman Islands with limited liability on December 5, 2024. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activities through December 31, 2025 are related to the Company’s formation and the initial public offering (“IPO”), which are described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO and sale of Private Placement Units (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s sponsor is STARRY SEA INVESTMENT LIMITED (the “Sponsor”), a British Virgin Islands company. The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO (see Note 3) and a Private Placement (as defined below) to the Sponsor (see Note 4). On August 11, 2025, the Company consummated its IPO of 5,000,000 units (“Units”). Each Unit consists of one ordinary share, $ 0.0001 par value per share, and one right to receive of one- sixth (1/6) of one ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $ 10.00 per Unit, generating total gross proceeds of $ 50,000,000 . The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the Initial Public Offering price to cover over-allotments, if any. On August 11, 2025, the over-allotment option was exercised, generating gross proceeds of $ 7,500,000 and deposited into the Trust Account. Simultaneously with the consummation of the IPO and exercise of over-allotment option, the Company consummated the private placement (“Private Placement”) of 247,121 units (the “Initial Private Placement Units”) to the Sponsor, at a price of $ 10.00 per Initial Private Placement Unit, generating total proceeds of $ 2,471,210 , which is described in Note 4. Transaction costs amounted to $ 3,417,044 consisting of $ 1,150,000 of underwriting commissions which was paid in cash at the closing date of the IPO, $ 1,849,488 of the Representative Shares (discussed in the below), and $ 417,556 of other offering costs. At the IPO date, cash of $ 816,060 was held outside of the Trust Account (as defined below) and is available for the payment for working capital purposes. In conjunction with the IPO and exercise of over-allotment option, the Company issued to the underwriter 201,250 ordinary shares for no consideration (the “Representative Shares”). The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (“ASC”) 718, “Compensation – Stock Compensation” (“ASC 718”) is included in the offering costs. The estimated fair value of the Representative Shares as of the IPO date totalled approximately $ 1,849,488 . The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company’s initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in the Trust Account (as defined below) (excluding income taxes payable on the interest earned) at the time of the agreement to enter into the initial Business Combination.…