STARRY SEA ACQUISITION CORP 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to__________ STARRY SEA ACQUISITION CORP(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(646)750-8895 Not Applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ As of October24, 2025,7,635,871ordinary shares, par value $0.0001 per share, were issued and outstanding. Table of Contents PAGEPART I. FINANCIAL INFORMATIONItem 1.Unaudited Condensed Financial Statements1Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 3.Quantitative and Qualitative Disclosures About Market Risk26Item 4.Controls and Procedures26PART II. OTHER INFORMATIONItem 1.Legal Proceedings27Item 1A.Risk Factors27Item 2.Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities27Item 3.Defaults Upon Senior Securities27Item 4.Mine Safety Disclosures27Item 5.Other Information27Item 6.Exhibits28SIGNATURES29i PART I. FINANCIAL INFORMATION STARRY SEA ACQUISITION CORP INDEX TO FINANCIAL STATEMENTS CONTENTSPageCondensed Balance Sheet as of September 30, 2025 (unaudited) and December 31, 20242Condensed Statement of Operations for three and nine months ended September 30, 2025 (unaudited)3Condensed Statement of Changes in Shareholders’ Equity (Deficit) for three months and nine months ended September30, 2025 (unaudited)4Condensed Statement of Cash Flows for three and nine months ended September 30, 2025 (unaudited)5Notes to The Unaudited Condensed Financial Statements (unaudited)6 STARRY SEA ACQUISITION CORPCONDENSED BALANCE SHEET The accompanying notes are an integral part of these unaudited condensed financial statements. STARRY SEA ACQUISITION CORPUNAUDITED CONDENSED STATEMENT OF OPERATIONS STARRY SEA ACQUISITION CORPUNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) The accompanying notes are an integral part of these unaudited condensed financial statements. STARRY SEA ACQUISITION CORPUNAUDITED CONDENSED STATEMENT OF CASH FLOWS STARRY SEA ACQUISITION CORPNOTES TO THE UNAUDITED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) Note 1 —ORGANIZATION AND BUSINESS DESCRIPTION STARRY SEA ACQUISITION CORP (the “Company”) is a newly organized blank check company incorporated under the laws of theCayman Islands with limited liability on December5, 2024. The Company was formed for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or morebusinesses or entities (“Business Combination”). The Company is not limited to a particular industry or sector for purposes ofconsummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company issubject to all of the risks associated with early stage and emerging growth companies. As of September30, 2025, the Company had not commenced any operations. All activities through September30, 2025 are related tothe Company’s formation and the initial public offering (“IPO”), which are described below. The Company will not generate anyoperating revenues until after the completion of a Business Combination