STARRY SEA ACQUISITION CORP美股招股说明书(2025-08-08版)

STARRY SEA ACQUISITION CORP is a blank check company incorporated in the Cayman Islands as an exemptedcompany with limited liability 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. We have not selected any business combinationtarget, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any businesscombination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographicregion. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists of oneordinary share and one right to receive one-sixth (1/6) of one ordinary share upon the consummation of an initial businesscombination, as described in more detail in this prospectus. We refer to the rights included in the units as “rights.” We have granted A.G.P./Alliance Global Partners (“A.G.P.”), the representative of the underwriters, a 45-day option topurchase up to an additional 750,000 units (over and above the 5,000,000 units referred to above) solely to cover over-allotments, ifany. We will provide the holders of our issued and outstanding ordinary shares that were sold in this offering with the opportunityto redeem their shares upon the consummation of our initial business combination at a per-share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below, including interest (net of taxes payable), divided by the numberof then outstanding ordinary shares that were sold in this offering, which we refer to as our “public shares” throughout this prospectus,subject to the limitations described herein. See “Prospectus Summary — The Offering — Redemption rights,” “Prospectus Summary— The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we holdshareholdervote,”“Prospectus Summary— The Offering—Redemption of public shares and liquidation if no businesscombination,” and “Risk Factors — Risks Associated with Our Business — The ability of a large number of our shareholders toexercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capitalstructure.” for more information. We have 15 months from the effective date of this registration statement to consummate our initial business combination. Ifwe anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholderapproval to amend our second amended and restated memorandum and articles of association to extend the date by which we mustconsummate our initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offeredan opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trustaccount, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject toapplicable laws. If we are unable to complete our initial business combination within the 15-month period or such period that may beextended, we will distribute the aggregate amount then on deposit in the trust account, including interest (net of taxes payable and lessup to $100,000 of interest to pay dissolution expenses), pro rata to our public shareholders, by way of the redemption of their sharesand thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein. If we do not complete our initial business combination within the completion window, while we do not currently intend toseek shareholder approval to amend our second amended and restated memorandum and articles of association to extend the amount oftime we will have to consummate an initial business combination, we may elect to do so in the future. There is no limit on the numberof extensions that we may seek. If we determine not to or are unable to extend the time period to consummate our initial businesscombination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder sharesand our private placement units will be worthless. Table of contents Our sponsor, STARRY SEA INVESTMENT LIMITED, has committed to purchasing from us an aggregate of 232,121 units(or up to 247,121 units if the underwriters’ over-allotment option is exercised in full) (the “private units”) at $10.00 per private unit fora total purchase price of $2,321,210 (or $2,471,210 if the underwriters’ over-allotment option is exercised in full). These purchaseswill take place on a private placement basis simultaneously with the consummation of this offering. These private units are identical tothe units sold in this off