Item 5. Market for Registrant’s Common Equity
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our units are currently traded
on The Nasdaq Capital Market under the symbol “SSEAU” and started trading on The Nasdaq Capital Market on August 8, 2025.
The ordinary shares and rights began separate trading on October 2, 2025, under the symbols “SSEA” and “SSEAR”
respectively.
Shareholders of Record
As of March 27, 2026, there
were 440,856 of our units issued and outstanding by two (2) security holders of record. Assuming all units have been separated into ordinary
shares and rights, on March 27, 2026, there were 7,635,871 ordinary shares issued and outstanding held by ten (10) shareholders of record,
and there were 5,556,265 of our rights issued and outstanding and held by one (1) holder of record. The number of record holders was
determined from the records of our transfer agent and does not include beneficial owners of any of our securities whose securities are
held in the names of various security brokers, dealers, and registered clearing agencies.
Dividends
We have not paid any cash dividends
on our shares of ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.
The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general
financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination
will be, subject to the laws of the Cayman Islands, within the discretion of our board of directors at such time. It is the present intention
of our board of directors to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors
does not anticipate declaring any cash dividends in the foreseeable future. In addition, our board of directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to
declare dividends may be limited by restrictive covenants we may agree to under the terms of such indebtedness.
Recent Sales of Unregistered Securities
On February 14, 2025, our
sponsor purchased an aggregate of 1,437,500 ordinary shares (up to 187,500 of which were subject to forfeiture by the holders thereof
depending on the extent to which the underwriters’ option to purchase additional units is exercised) for an aggregate purchase price
of $25,000, or approximately $0.017 per share, and subsequently, an aggregate of 205,000 founder
shares transferred were transferred from sponsor to two executive officers and three independent director nominees at nil consideration.
As the over-allotment option was exercised in full, none of the founder shares were forfeited.
On August 11, 2025, the
company sold an aggregate 5,750,000 Units at a price of $10.00 per Unit for a total of $57,500,000 (including 750,000 Units from
the exercise of the underwriters’ over-allotment option). Each Unit consists of one ordinary share, par value $0.0001 per share,
of the company and one right to receive one-sixth (1/6 th ) of one ordinary share upon the consummation of the company’s
initial business combination. Simultaneously with the consummation of the IPO and the sale of the Units, the company consummated the private
placement of 247,121 private units, each placement unit consisting of one ordinary share and one right to receive one-sixth (1/6 th )
of one ordinary share, to the sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,471,210. The issuance of
the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended.
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The net proceeds from the Initial
Public Offering, together with certain of the proceeds from the private placement, totaling $57,500,000 in the aggregate, were placed
in a trust account with Odyssey Transfer and Trust Company established for the benefit of the company’s public shareholders. Except
for the withdrawal of interest earned on the amounts in the trust account to fund the company’s taxes, if any, or upon the redemption
by public shareholders of ordinary shares in connection with certain amendments to the company’s amended and restated memorandum
and articles of association, none of the funds held in the trust account will be released until the completion of the company’s
initial business combination or the redemption by the company of 100% of the outstanding ordinary shares issued by the company in the
Initial Public Offering if the company does not consummate an initial business combination within a maximum of 15 months after the closing
of the Initial Public Offering or, if such period is extended, within such extended period. We presently have no revenue and have had
losses since the inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from
the sponsor and other parties to fund our operations.
On October 2, 2025,
holders of the company’s Units could elect to separately trade the ordinary shares and rights included in its Units. The ordinary
shares and rights are trading on 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 in order to separate the holders’ Units into ordinary shares and rights.
On September 29, 2025, we
entered into a Letter of Intent with Forever Young International Limited, a Cayman Islands exempted company and a health industry operator
providing comprehensive management and support service solutions for medical institutions in China, for a Proposed Business Combination.
Pursuant to the Letter of Intent, the parties have entered into a period of exclusivity in order to negotiate the acquisition of Forever
Young wherein, among other things, we agreed not to solicit, negotiate, conduct or commit to conduct any alternative business combination
proposal. The Letter of Intent contemplates that the pre-money equity value ascribed to Forever Young will be in the range of approximately
$750 million to $900 million, subject to confirmatory due diligence by both parties. The consideration is expected to be comprised of
rollover equity to Forever Young’s shareholders in the form of ordinary shares of the post-closing publicly-listed entity, each
valued at $10 per share.
Securities Authorized for Issuance Under Equity
Compensation Plans
None.
Use of Proceeds
The registration statement for
our Initial Public Offering was declared effective by the Securities and Exchange Commission on August 7, 2025. We completed our
Initial Public Offering on August 11, 2025. In our Initial Public Offering, we sold 5,750,000 units at an offering price of $10.00,
including units sold in connection with the exercise of the over-allotment option, generating gross proceeds of $57,500,000. Each Unit
consists of one ordinary share and one right. Each right entitles the holders thereof to receive one-sixth (1/6th) of one ordinary share
upon the consummation of the initial business combination.
Simultaneously with the closing
of the IPO, pursuant to the Private Placement Units Purchase Agreement by and between the company and our sponsor, Starry Sea Investment
Limited, the company completed the private sale of an aggregate of 247,121 units to the sponsor at a purchase price of $10.00 per private
unit, generating gross proceeds to the company of $2,471,210.
Transaction costs related to
our IPO amounted to $3,417,044, consisting of $1,150,000 of underwriting fees, $1,849,488 of the representative shares and $417,556 of
other offering costs. A total of $57,500,000, from the proceeds of the IPO and the private placement, was placed in a U.S.-based trust
account, established by our trustee. Except with respect to interest earned on the funds in the trust account that may be released to
the company to pay its taxes, the funds held in the trust account will not be released from the trust account until the earliest of (i)
the completion of the company’s initial business combination, (ii) the redemption of any of the company’s public shares properly
tendered in connection with a shareholder vote to amend the company’s amended and restated memorandum and articles of association
to (A) modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it does not complete its
initial business combination within 15 months from the closing of the IPO or, if such period is extended, within such extended period
to consummate a business combination, or (B) with respect to any other provision relating to shareholders’ rights or pre-business
combination activity, and (iii) the redemption of the company’s public shares if it is unable to complete its initial business combination
within 15 months from the closing of the IPO or, if such period is extended, within such extended period to consummate a business combination.
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Net cash generated from
the IPO and private units and held outside of the trust was used in operating activities was $816,060. As of December 31, 2025,
the company had a working capital of $379,066.
Our management has broad discretion
with respect to the specific application of the proceeds of the IPO and the private placement that are held out of the Trust Account,
although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working
capital. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We
presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale
of our securities and loans from the sponsor and other parties to fund our operations.
Purchases of Equity Securities by the Issuer and
Affiliated Purchasers
None.
ITEM 6. RESERVED
Not applicable.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.