UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

STARRY SEA ACQUISITION CORP
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO SHAREHOLDERS OF STARRY SEA ACQUISITION CORP
418 Broadway #7531
Albany, NY, 12207

Dear Shareholders of STARRY SEA ACQUISITION CORP:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of STARRY SEA ACQUISITION CORP, a Cayman Islands exempted company (the “Company,” “SSEA,” “we,” “us” or “our”), which will be held on October 9, 2026, at 10:00 a.m., Eastern Time (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held in person at the offices of Torres & Zheng at Law, P.C., located at 450 Seventh Avenue, Suite 2104, New York, New York 10123 and via virtual meeting format setting. You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting [*] and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials.

Meeting Details:

Extraordinary General Meeting-meeting webpage (information, webcast, telephone access and replay):
[*]
Telephone access (listen-only):
Within the U.S. and Canada: [*] (toll-free)
Outside of the U.S. and Canada: [*] (standard rates apply)
Conference ID: [*]

The attached Notice of the Extraordinary General Meeting and proxy statement describe the business to be conducted at the Extraordinary General Meeting and provide information about SSEA that you should consider when you vote your shares. As set forth in the attached proxy statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

Each of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

In addition to considering and voting on the foregoing proposals, members of the Company’s management (the “Management”) will be available at the Extraordinary General Meeting to discuss the financial statements of the Company for the fiscal year ended December 31, 2025 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 2, 2026 (the “2025 Annual Report”), and answer questions of shareholders regarding the Company’s current affairs.

The purpose of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete an initial business combination (the “Business Combination”). The Company’s ability to extend the Combination Period beyond the Termination Date is conditioned upon the approval of both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal. For further details about the reasons for the Charter Amendment Proposal and the Trust Agreement Amendment Proposal, see the sections titled “Proposal No. 1 — The Charter Amendment Proposal — Reasons for the Charter Amendment Proposal,” “Proposal No. 2 — The Trust Agreement Amendment Proposal — Reasons for the Trust Agreement Amendment Proposal”, of this proxy statement.

In connection with each Monthly Extension Fee, the Company will file a Current Report on Form 8-K to disclose that the applicable Monthly Extension Fee has been made.

If the Company fails to timely deposit any Monthly Extension Fee into the Trust Account, the Company will have a 30-day cure period to make such deposit. If the Company does not make the required Monthly Extension Fee within such 30-day cure period, the Trustee will be instructed to liquidate the Trust Account in accordance with the Trust Agreement and the Company’s Second Amended and Restated Memorandum of Association.

SSEA entered into an Agreement and Plan of Merger, dated as of August 22, 2026 (as it may be amended from time to time, the “Merger Agreement”), which provides for a Business Combination (the “SMH Business Combination”) between SSEA and SuperiorMed Holdings Limited, a Cayman Islands exempted company (“SMH”). Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) SSEA will merge with and into SuperiorMed Healthcare Group, a Cayman Islands exempted company and wholly owned subsidiary of SSEA (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “SPAC Merger”), and PubCo as the surviving company after the SPAC Merger is hereinafter referred to, after the effective time of the SPAC Merger, as the “PubCo” or “Acquisition Surviving Corporation”; (ii) immediately following the SPAC Merger, SuperiorMed Healthcare MergerCo (“Merger Sub”), a Cayman Islands exempted company and wholly owned subsidiary of PubCo, will be merged with and into SMH, resulting in SMH being a wholly owned subsidiary of PubCo (the “Acquisition Merger”). The Merger Agreement is by and among SSEA, PubCo, Merger Sub, SMH, certain shareholders of SMH (the “Principal Shareholders”), SuperiorMed Healthcare Management FZ-LLC, a Dubai free zone limited liability company (the “Dubai Subsidiary”) and Dale Li, an individual, as the representative of the Principal Shareholders of SMH.

The Company is currently working diligently with SMH and the other parties to complete the SMH Business Combination.

You are not being asked to vote on a Business Combination at this time.

SSEA’s Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the closing of the initial public offering (the “IPO”) to consummate a Business Combination. The Company may seek shareholder approval to amend the Existing Charter to extend the date by which the Company must consummate the initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company shall have the right to extend the Combination Period from November 7, 2026 (the “Termination Date”) to November 7, 2027 (the “Extended Date”), up to twelve (12) times for an additional one (1) month each time, by depositing into the Trust Account the Monthly Extension Fee for each one-month extension. The Company’s ability to extend the Combination Period beyond the Termination Date is conditioned upon the approval of both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

SSEA’s board of directors (the “Board”) has determined that it is in the best interests of the Company to seek the Charter Amendment Proposal and the Trust Agreement Amendment and have SSEA shareholders approve the Charter Amendment Proposal and the Trust Agreement Amendment Proposal to provide the Company more time to consummate a Business Combination. Without the Charter Amendment and the Trust Agreement Amendment, SSEA may not be able to complete a Business Combination on or before the Termination Date and would be forced to liquidate.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, and the Company chooses to extend, the Sponsor (as defined below) or its affiliates or designees will contribute the Monthly Extension Fee to the Company as a loan for the Company to deposit the funds into the Trust Account, and to extend the Combination Period for an additional one (1) month period each time for up to twelve (12) times. The loan will bear no interest and will be repayable by the Company to the Sponsor upon consummation of a Business Combination in cash. The loan will be forgiven by the Sponsor or its affiliates or designees if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. If the Board otherwise determines that the Company will not be able to consummate a Business Combination by the Extended Date, the Company would wind up its affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved.

As contemplated by the Existing Charter, the holders of public shares may demand that such shares be redeemed in exchange for a pro rata portion of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses (the “Redemption Price”), calculated as of two business days prior to the Extraordinary General Meeting (the “Redemption”). If so demanded, the Company shall pay any such redeeming shareholders, regardless of whether they are voting for or against the proposals, the Redemption Price, but only in the event that the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved. You may elect to redeem your public shares in connection with the Extraordinary General Meeting.

On [*], 2026, the redemption price per public share was approximately $[*]. The closing price of the ordinary shares on Nasdaq on [*], 2026 was $[*]. SSEA cannot assure shareholders that they will be able to sell their public shares in the open market, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved, or the Sponsor or its affiliates or designees decides not to fund the Trust Account to extend the time for us to complete a Business Combination, we will: (i) cease all operations, except for the purpose of making any redemption in connection with this Extraordinary General Meeting and any subsequent winding up of the Company’s affairs; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of our remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law and the Existing Charter, being that the affirmative vote of a majority of at least two-thirds of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. at least two-thirds of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote and who vote on such matter.

Approval of the Trust Agreement Amendment Proposal pursuant to the Trust Agreement requires the affirmative vote of at least fifty percent (50%) of the then outstanding ordinary shares.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Charter, being the affirmative vote of a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal at the Extraordinary General Meeting.

The Board has fixed the close of business on September 16, 2026 (the “Record Date”) as the date for determining SSEA shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of ordinary shares on that date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. However, the holders of public shares may elect to redeem all or a portion of their shares in connection with the Extraordinary General Meeting.

SSEA believes that given SSEA’s expenditure of time, effort and money on the Business Combination, it is in the best interests of shareholders that SSEA obtain the approval of the Charter Amendment and the Trust Agreement Amendment. SSEA believes completing a Business Combination will provide significant benefits to its shareholders.

After careful consideration of all relevant factors, the Board has determined that the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal are in the best interests of SSEA and its shareholders, and has declared it advisable and unanimously recommends that you vote or give instruction to vote “FOR” such proposals.

SSEA’s directors and officers have interests in the Charter Amendment Proposal, the Trust Agreement Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Founder Shares and Private Units (both as defined below). See the section entitled “Extraordinary General Meeting of SSEA Shareholders — Interests of the Initial Shareholders” in this proxy statement.

Enclosed is the proxy statement containing detailed information about the Extraordinary General Meeting, the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, SSEA urges you to read this material carefully and vote your shares. Shareholders will have the opportunity to present questions, including about the 2025 Annual Report, to the Management at the Extraordinary General Meeting.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Extraordinary General Meeting. The approval of the Charter Amendment Proposal requires a special resolution under the Companies Act (Revised) in the Cayman Islands (the “Companies Act”) and the Existing Charter and, requires the affirmative vote of a majority of at least two-thirds of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. The approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least fifty percent (50%) of the then outstanding ordinary shares. The Adjournment Proposal requires an ordinary resolution under the Existing Charter, being the affirmative vote of a simple majority of the votes cast by the holders of the ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting and entitled to vote thereon. If you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the proposals. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting.

NOTICE OF EXTRAORDINARY GENERAL MEETING
IN LIEU OF AN ANNUAL GENERAL MEETING
OF STARRY SEA ACQUISITION CORP
TO BE HELD ON OCTOBER 9, 2026

To the Shareholders of STARRY SEA ACQUISITION CORP:

NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting in lieu of an annual general meeting (the “Extraordinary General Meeting”) of the shareholders of STARRY SEA ACQUISITION CORP, a Cayman Islands exempted company (the “Company,” “SSEA,” “we,” “us” or “our”), will be held on October 9, 2026, at 10:00 a.m., Eastern Time. The Extraordinary General Meeting will be held in person at the offices of Torres & Zheng at Law, P.C., located at 450 Seventh Avenue, Suite 2104, New York, New York 10123 and in a virtual meeting format.

Meeting Details:

Extraordinary General Meeting-meeting webpage (information, webcast, telephone access and replay):
[*]
Telephone access (listen-only):
Within the U.S. and Canada: [*] (toll-free)
Outside of the U.S. and Canada: [*] (standard rates apply)
Conference ID: [*]

You can participate in the Extraordinary General Meeting, vote, and submit questions via live webcast by visiting [*] and entering the voter control number included on your proxy card. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless SSEA determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated [*], 2026 and is first being mailed to shareholders on or about that date:

The purpose of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow SSEA additional time to complete a Business Combination. SSEA entered into a Merger Agreement by and among SSEA, PubCo, Merger Sub, SMH, Dubai Subsidiary, certain Principal Shareholders and Dale Li, which provides for a Business between SSEA and SMH. Pursuant to the Merger Agreement, the Business Combination will be effected in two steps: (i) SSEA will merge with and into PubCo, with PubCo remaining as the surviving publicly traded entity; (ii) immediately following the SPAC Merger, Merger Sub will be merged with and into SMH, resulting in SMH being a wholly owned subsidiary of PubCo.

The Company is currently working diligently with SMH and the other parties to complete the SMH Business Combination.

You are not being asked to vote on a Business Combination at this time.

SSEA’s Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the closing of the IPO to consummate a Business Combination. The Company may seek shareholder approval to amend the Existing Charter to extend the date by which the Company must consummate the initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company shall have the right to extend the Combination Period from November 7, 2026 to November 7, 2027, up to twelve (12) times for an additional one (1) month each time, by depositing into the Trust Account the Monthly Extension Fee for each one-month extension.

The Board has determined that it is in the best interests of the Company to seek the Charter Amendment Proposal and the Trust Agreement Amendment and have SSEA shareholders approve the Charter Amendment Proposal and the Trust Agreement Amendment Proposal to provide the Company more time to consummate a Business Combination. Without the Charter Amendment and the Trust Agreement Amendment, SSEA may not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, and the Company chooses to extend, the Sponsor or its affiliates or designees will contribute the Monthly Extension Fee to the Company as a loan for the Company to deposit the funds into the Trust Account, and to extend the Combination Period for an additional one (1) month period each time for up to twelve (12) times. The loan will bear no interest and will be repayable by the Company to the Sponsor upon consummation of a Business Combination in cash. The loan will be forgiven by the Sponsor or its affiliates or designees if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. If the Board otherwise determines that the Company will not be able to consummate a Business Combination by the Extended Date, the Company would wind up its affairs and redeem 100% of the outstanding public shares in accordance with the same procedures set forth below that would be applicable if the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved.

As contemplated by the Existing Charter, the holders of SSEA public shares may demand that such shares be redeemed in exchange for a pro rata portion of the aggregate amount on deposit in the Trust Account, including interest not previously released which shall be net of taxes payable, and less up to $100,000 of interest to pay dissolution expenses (the “Redemption Price”), calculated as of two business days prior to the Extraordinary General Meeting (the “Redemption”). If so demanded, the Company shall pay any such redeeming shareholders, regardless of whether they are voting for or against the proposals, the Redemption Price, but only in the event that the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved. You may elect to redeem your public shares in connection with the Extraordinary General Meeting.

On [*], 2026, the redemption price per public share was approximately $[*]. The closing price of the ordinary shares on Nasdaq on [*], 2026 was $[*]. SSEA cannot assure shareholders that they will be able to sell their public shares in the open market, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved or the Sponsor or its affiliates or designees decides not to fund the Trust Account to extend the time for us to complete a Business Combination., we will: (i) cease all operations, except for the purpose of making any redemption in connection with this Extraordinary General Meeting and any subsequent winding up of the Company’s affairs; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of our remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

To exercise your redemption rights, you must tender your public shares to SSEA’s transfer agent at least two (2) business days prior to the Extraordinary General Meeting. You may tender your public shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your public shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the public shares from your account in order to exercise your redemption rights.

Approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law, being that the affirmative vote of at least two-thirds of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote and who vote on such matter.

Approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law and the Existing Charter, being that the affirmative vote of a majority of at least two-thirds of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting.

Approval of the Trust Agreement Amendment Proposal pursuant to the Trust Agreement requires the affirmative vote of at least fifty percent (50%) of the then outstanding ordinary shares.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Charter, being the affirmative vote of a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal at the Extraordinary General Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under the Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal at the Extraordinary General Meeting.

Record holders of ordinary shares at the close of business on September 16, 2026 (the “Record Date”) are entitled to vote or have their votes cast at the Extraordinary General Meeting. On the Record Date, there were [*] issued and outstanding ordinary shares. The holders of SSEA’s rights do not have voting rights.

Shareholders will have the opportunity to present questions to our management (the “Management”), including regarding our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on April 2, 2026 (the “2025 Annual Report”), at the Extraordinary General Meeting.

This proxy statement contains important information about the Extraordinary General Meeting, the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, SSEA urges you to read this material carefully and vote your shares.

This proxy statement is dated [*], 2026 and is first being mailed to shareholders on or about that date.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect SSEA’s current views with respect to, among other things, SSEA’s capital resources and results of operations. Likewise, SSEA’s financial statements and all of SSEA’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this proxy statement reflect SSEA’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. SSEA does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

While forward-looking statements reflect SSEA’s good faith beliefs, they are not guarantees of future performance. SSEA disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause SSEA’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in SSEA’s final prospectus filed with the SEC on August 8, 2025 in connection with SSEA’s initial public offering (the “IPO”), as amended by other reports SSEA filed with the SEC. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to SSEA (or to third parties making the forward-looking statements).

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the closing of this offering to consummate a Business Combination. The Company may seek shareholder approval to amend the Existing Charter to extend the date by which the Company must consummate the initial business combination. If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the Company shall have the right to extend the Combination Period from November 7, 2026 to November 7, 2027, up to additional twelve (12) times for an additional one (1) month each time, by depositing into the Trust Account the Monthly Extension Fee for each one-month extension. In connection with each Monthly Extension Fee, the Company will file a Current Report on Form 8-K to disclose that the applicable Monthly Extension Fee has been made.

The Board has determined that it is in the best interests of the Company to seek the Charter Amendment Proposal and the Trust Agreement Amendment to allow the Company additional time to complete the Business Combination. Without the Charter Amendment Proposal and the Trust Agreement Amendment, SSEA may not be able to complete a Business Combination on or before the Termination Date, and would be forced to liquidate.

SSEA believes that it is in the best interests of SSEA shareholders to continue SSEA’s existence until the Extended Date, if necessary, in order to allow SSEA additional time to complete a Business Combination and is therefore holding this Extraordinary General Meeting.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Company does not complete a Business Combination before the applicable termination date, we will: (i) cease all operations, except for the purpose of making any redemption in connection with this Extraordinary General Meeting and any subsequent winding up of the Company’s affairs; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,

including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of our remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Board believes that it is in the best interests of SSEA shareholders that the Charter Amendment and the Trust Agreement Amendment be obtained so that the Company will have an additional amount of time to consummate a Business Combination. Given the Company’s expenditure of time, effort and money on the Business Combination, it is in the best interests of SSEA shareholders to approve the Charter Amendment Proposal and the Trust Agreement Amendment Proposal. The Company believes completing a Business Combination will provide significant benefits to its shareholders.

You are not being asked to vote on a Business Combination at this Extraordinary General Meeting. If you want to ensure your public shares are redeemed in the event the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, you should elect to “redeem” your public shares in connection with the Extraordinary General Meeting.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved by SSEA shareholders, SSEA may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the proposals. If the Adjournment Proposal is not approved by SSEA shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

The initial shareholders and their respective affiliates are not entitled to redeem any shares they hold in connection with the proposals. On the Record Date, the Sponsor beneficially owned and was entitled to vote an aggregate of [1,479,621] ordinary shares, representing approximately [19.38]% of SSEA’s issued and outstanding shares.

If you fail to vote by proxy or to vote yourself at the Extraordinary General Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the proposals.

If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established and will have no effect on the outcome of any vote on the proposals.

If the Charter Amendment Proposal or the Trust Agreement Amendment Proposal is not approved and the Company does not complete a Business Combination before the applicable termination date, we will: (i) cease all operations, except for the purpose of making any redemption in connection with this Extraordinary General Meeting and any subsequent winding up of the Company’s affairs; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of our remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the officers, directors and the initial shareholders of SSEA waived their rights to participate in any liquidation distribution with respect to the shares they beneficially own. There will be no distribution from the Trust Account with respect to SSEA’s rights, which will expire worthless in the event SSEA dissolves and liquidates the Trust Account.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed public shares will reduce the amount remaining in the Trust Account and increase the percentage interest of SSEA held by SSEA’s officers, directors, the Sponsor and its affiliates.

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Collect: (206) 870-8565

Email: ksmith@advantageproxy.com

If you hold units registered in your own name, you must deliver the certificate for such units to the Trustee with written instructions to separate such units into public shares and public rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I exercise my redemption rights?” below. The address of the Trustee is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Any corrected or changed written demand of redemption rights must be received by SSEA’s transfer agent two business days prior to the Extraordinary General Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Extraordinary General Meeting.

Public shareholders may seek to have their shares redeemed regardless of whether they vote for or against the proposals and whether or not they are holders of ordinary shares as of the record date. Any public shareholder who holds ordinary share on or before October 7, 2026 (two (2) business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata portion of the aggregate amount then on deposit in the trust account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Transhare Corporation

Bayside Center 1

17755 North US Highway 19, Suite # 140

Clearwater, FL 33764

Attn: Proxy Team
Email: Proxy@Transhare.com

STARRY SEA ACQUISITION CORP

418 Broadway #7531

Albany, NY, 12207
Attention: Yan Liang, Chief Executive Officer
Email: xueqianxun2003@126.com

You may also contact the proxy solicitor for SSEA at:

Advantage Proxy, Inc.

PO Box 10904

Yakima, WA 98909

Email: ksmith@advantageproxy.com

To obtain timely delivery, SSEA shareholders must request the materials no later than October 2, 2026, or five (5) business days prior to the date of the Extraordinary General Meeting. You may also obtain additional information about SSEA from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your public shares (either physically or electronically) to the transfer agent on or before 5:00 p.m., Eastern Time, on October 7, 2026 (two (2) business days before the Extraordinary General Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?”. If you have questions regarding the certification of your position or delivery of your public shares, please contact the transfer agent:

Transhare Corporation

Bayside Center 1

17755 North US Highway 19, Suite # 140

Clearwater, FL 33764

Attn: Proxy Team

Email: Proxy@Transhare.com

EXTRAORDINARY GENERAL MEETING OF SSEA SHAREHOLDERS

This proxy statement is being provided to SSEA shareholders as part of a solicitation of proxies by the Board for use at the Extraordinary General Meeting of SSEA shareholders to be held on October 9, 2026, and at any adjournment thereof. This proxy statement contains important information regarding the Extraordinary General Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about September [*], 2026 to all shareholders of record of SSEA as of September 16, 2026, the Record Date for the Extraordinary General Meeting. Shareholders of record who owned ordinary shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Extraordinary General Meeting.

Date, Time and Place of Extraordinary General Meeting 

The Extraordinary General Meeting will be held at 10:00 a.m., Eastern Time, on October 9, 2026 at the offices of Torres & Zheng at Law, P.C., located at 450 Seventh Avenue, Suite 2104, New York, New York 10123 and via live webcast by visiting [*] and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. The Extraordinary General Meeting may be held at such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.

Proposals at the Extraordinary General Meeting 

At the Extraordinary General Meeting, SSEA shareholders will consider and vote on the following proposals:

Voting Power; Record Date

As a shareholder of SSEA, you have a right to vote on certain matters affecting SSEA. The proposals that will be presented at the Extraordinary General Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if you own ordinary shares at the close of business on September 16, 2026, which is the Record Date for the Extraordinary General Meeting. You are entitled to one (1) vote for each ordinary share that you own as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were [7,635,871] ordinary shares issued and outstanding.

Recommendation of the Board 

THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS

Quorum and Required Vote for Proposals for the Extraordinary General Meeting 

A quorum of SSEA shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if one-third of the issued and outstanding ordinary shares of SSEA as of the record date present in person by virtual attendance or represented by proxy and entitled to vote at the Extraordinary General Meeting. A SSEA shareholder present in person by virtual attendance or represented by proxy and abstaining from voting at the Extraordinary General Meeting will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law and the Existing Charter, being that the affirmative vote of a majority of at least two-thirds of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. Approval of the Charter Amendment Proposal requires the affirmative vote of at least two-thirds of the votes cast by the holders of the issued and outstanding ordinary shares, present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote and who vote on such matter. The approval of the Trust Agreement Amendment Proposal, pursuant to the Trust Agreement, requires the affirmative vote of at least fifty percent (50%) of the then outstanding ordinary shares and the Adjournment Proposal requires an ordinary resolution under the Existing Charter, being the affirmative vote of a simple majority of the votes cast by the holders of the issued and outstanding ordinary shares present in person or represented by proxy at the Extraordinary General Meeting or any adjournment thereof and entitled to vote on such matter. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Charter, being the affirmative vote of a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal at the Extraordinary General Meeting. The failure to vote, abstentions and broker non-votes will have no effect on the outcome of the proposals.

It is possible that SSEA will not be able to complete its Business Combination on or before the Termination Date, or by the Extended Date if the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved. If SSEA fails to complete its initial business combination (i) on or before the Termination Date, and it does not choose to extend the Combination Period pursuant to the Existing Charter and the Trust Agreement, or (ii) by the Extended Date if the Charter Amendment Proposal and the Trust Agreement Amendment are approved, SSEA will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of public shares.

Voting Your Shares — Shareholders of Record

Each ordinary share that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the Extraordinary General Meeting. Your proxy card shows the number of ordinary shares that you own.

There are two ways to ensure that your ordinary shares are voted at the Extraordinary General Meeting:

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE CHARTER AMENDMENT PROPOSAL, THE TRUST AGREEMENT AMENDMENT PROPOSAL AND THE ADJOURNMENT PROPOSAL. IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE SHAREHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Voting Your Shares — Beneficial Owners

If your shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those shares, and those shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from SSEA. Simply complete and mail the proxy card to ensure that your vote is counted. You may be eligible to vote your shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided. To vote yourself at the Extraordinary General Meeting, you must first obtain a valid legal proxy from your broker, bank or other agent and then register in advance to attend the Extraordinary General Meeting. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a legal proxy form.

You will receive a confirmation of your registration by email after SSEA receives your registration materials. SSEA encourages you to access the Extraordinary General Meeting prior to the start time leaving ample time for the check in.

Attending the Extraordinary General Meeting

The Extraordinary General Meeting will be held at the offices of Torres & Zheng at Law, P.C., located at 450 Seventh Avenue, Suite 2104, New York, NY 10123, on October 9, 2026 at 10:00 a.m. Eastern Time and virtually via live webcast on the Internet. You will be able to attend the Extraordinary General Meeting virtually by visiting [*] and entering the voter control number located under the bar card code on your proxy card, voting instruction form or notice included in the proxy materials. In order to vote or submit a question during the Extraordinary General Meeting, you will also need the voter control number included on your proxy card. If you do not have the control number, you will be able to listen to the Extraordinary General Meeting only by registering as a guest and you will not be able to vote or submit your questions during the Extraordinary General Meeting.

Revoking Your Proxy 

If you give a proxy, you may revoke it at any time before the Extraordinary General Meeting or at the Extraordinary General Meeting by doing any one of the following:

No Additional Matters

The Extraordinary General Meeting has been called only to consider and vote on the approval of the Charter Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal.

Who Can Answer Your Questions about Voting

If you have any questions about how to vote or direct a vote in respect of your ordinary shares, you may call Advantage Proxy, Inc., SSEA’s proxy solicitor, with individual call toll-free at 1-877-870-8565 and banks and brokers call at 1-206-870-8565; Email: ksmith@advantageproxy.com.

Redemption Rights

In connection with the Charter Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the approval of the Charter Amendment Proposal and the Trust Agreement Amendment Proposal, each holder of public shares may seek to redeem its public shares for a pro rata portion of the funds available in the Trust Account, less any taxes. If you exercise your Redemption rights, you will be exchanging your public shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

Transhare Corporation

Bayside Center 1

17755 North US Highway 19, Suite # 140

Clearwater, FL 33764

Attn: Proxy Team

Email: Proxy@Transhare.com

and

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Trust Agreement Amendment Proposal at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding units must separate the underlying public shares and public rights prior to exercising redemption rights with respect to the public shares. If you hold units registered in your own name, you must deliver the certificate for such units to the Trustee, with written instructions to separate such units into public shares and public rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a public share by holders of public shares will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[*] million as of [*], 2026. Prior to their exercising Redemption rights, SSEA shareholders should verify the market price of the public shares, as shareholders may receive higher proceeds from the sale of their public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your public shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the public shares when you wish to sell your shares.

If you exercise your Redemption rights, your public shares will cease to be outstanding and will only represent the right to receive a pro rata portion of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of SSEA, if any. You will be entitled to receive cash for your public shares only if you properly and timely demand redemption.

If the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and the Company does not complete a Business Combination before the Termination Date, SSEA will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the holders of public shares and all of SSEA’s rights will expire worthless.

Your right to redeem in connection with this Extraordinary General Meeting does not affect the right of shareholders to elect to redeem their public shares in connection with a Business Combination, which is a separate and additional redemption right available to SSEA shareholders.

Appraisal Rights

There are no appraisal rights available to SSEA shareholders in connection with the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

Proxy Solicitation Costs

We are soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made by telephone or in person. SSEA and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Advantage Proxy, Inc., a proxy solicitation firm that SSEA has engaged to assist it in soliciting proxies, will be paid its customary fee and be reimbursed out-of-pocket expenses.

SSEA will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. SSEA will reimburse them for their reasonable expenses.

Interests of the Initial Shareholders

In considering the recommendation of our Board to vote in favor of the Trust Agreement Amendment Proposal, shareholders should be aware that, aside from their interests as shareholders, the initial shareholders have interests in a Business Combination that are different from, or in addition to, those of other shareholders generally. These interests include, among other things:

Additionally, if the Charter Amendment Proposal and the Trust Agreement Amendment Proposal are approved and SSEA consummates a Business Combination, the officers and directors of SSEA may have additional interests as described in the proxy statement/prospectus for the SMH Business Combination.

Certain Risks

Shareholders should carefully consider the following risk factors, together with other risk factors disclosed in the Company’s annual report on Form 10-K filed on April 2, 2026, and all of the other information included in this proxy statement before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. These risks could have a material adverse effect on the business, financial condition, and results of operations of the Company.

There are no assurances that the Charter Amendment Proposal and the Trust Agreement Amendment will enable us to complete the Business Combination.

Even if the Charter Amendment Proposal and the Trust Agreement Amendment are approved, we can provide no assurances that the Sponsor will fund the Trust Account to extend the Combination Period, and a Business Combination will be consummated prior to the Extended Date. Our ability to consummate any business combination is dependent on a variety of factors, many of which are beyond our control. We are required to offer shareholders the opportunity to redeem shares in connection with the Charter Amendment Proposal and the Trust Agreement Amendment Proposal, and we will also be required to offer shareholders redemption rights in connection with any shareholder vote to approve the initial business combination. Even if the Charter Amendment and the Trust Agreement Amendment are approved by our shareholders, it is possible that redemptions will leave us with insufficient cash to consummate the Business Combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with this Extraordinary General Meeting and the Business Combination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.

If we were deemed to be an investment company for purposes of the Investment Company Act of 1940, as amended (the “Investment Company Act”), we may be forced to abandon our efforts to complete a Business Combination and instead be required to liquidate the Company.

There is currently uncertainty concerning the applicability of the Investment Company Act to a special purpose acquisition company (“SPAC”) and we may in the future be subject to a claim that we have been operating as an unregistered investment company. If we are deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete a Business Combination and instead be required to liquidate. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our units, shares and rights following such a transaction, and our rights would expire worthless.

The longer that the funds in the trust account are held in short-term U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate.

We may not be able to complete a Business Combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

The Sponsor, Starry Sea Investment Limited, a British Virgin Islands business company’s (the “Sponsor”) ultimate beneficial owner is a citizen and a resident of the PRC. Our Chief Executive Officer and Chairman is a resident and citizen of China, and, of our two independent directors, one is a resident and citizen of China and the other is a resident of Hong Kong. Our Chief Financial Officer is a citizen and resident of Malaysia. Most of our management and board of directors are not U.S. citizens. Therefore, we may be considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the sponsor has the ability to exercise control over us for purposes of CFIUS’ regulations. Certain companies requiring federally issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Therefore, because we may be considered a “foreign person” under such rules and regulations, we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed business combination is with a U.S. target company engaged in a regulated industry or which may affect national security. The jurisdictional scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to mandatory filings. Therefore, if our potential initial business combination with a U.S. target company falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such target company. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company were we to proceed without first obtaining CFIUS clearance. The foreign ownership limitations and the potential impact of a CFIUS review may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited, and we may be adversely affected in terms of competing with other special purpose acquisition companies that do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete our Business Combination. If we cannot complete our Business Combination by the Termination Date, because the review process drags on beyond such timeframe or because our Business Combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, our public shareholders may only receive $[*] per share (including interest not previously released to SSEA to pay its taxes), without taking into account any interest earned after [*], 2026 and our rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

If our initial business combination involves a company organized under the laws of a state of the United States, it is possible a 1% U.S. federal excise tax will be imposed on us in connection with redemptions of our ordinary shares after or in connection with such initial business combination.

On August 16, 2022, the Inflation Reduction Act of 2022 became law in the United States, which, among other things, imposes a 1% excise tax on the fair market value of certain repurchases of stock by publicly traded domestic corporations, including United States corporations and certain non-U.S. corporations treated as “surrogate foreign corporations”. The excise tax will apply to stock repurchases occurring on or after January 1, 2023. The amount of the excise tax payable is generally 1% of the fair market value of the shares of stock repurchased at the time of the repurchase, subject to certain exceptions and limitations. On April 9, 2024, the U.S. Department of the Treasury (the “U.S. Treasury”) issued proposed regulations relating to payment of excise tax, which may generally be relied upon by taxpayers until the regulations are finalized.

As an entity incorporated as a Cayman Islands exempted company, the 1% excise tax is not expected to apply to redemptions of our ordinary shares, absent any regulations and other additional guidance that may be issued in the future with retroactive effect.

However, in connection with an initial business combination involving a company organized under the laws of the United States, it is possible that we domesticate and continue as a U.S. corporation, in which case it is possible that we will be subject to the excise tax with respect to any subsequent redemptions, including redemptions in connection with the initial business combination, that are treated as repurchases for this purpose (other than, pursuant to the proposed regulations from the U.S. Treasury, redemptions in complete liquidation of the company). In all cases, the extent of the excise tax that may be incurred will depend on a number of factors, including the fair market value of our stock redeemed, the structure of the initial business combination, the extent to which such redemptions could be treated as dividends and not repurchases, and the content of any final regulations and other additional guidance from the U.S. Treasury that may be issued and applicable to the redemptions. Issuances of stock by a repurchasing corporation in a year in which such corporation repurchases stock may reduce the amount of excise tax imposed with respect to such repurchase. The excise tax is imposed on the repurchasing corporation itself, not the stockholders from which stock is repurchased. The imposition of the excise tax as a result of redemptions in connection with the initial business combination could, however, reduce the amount of cash available to pay redemptions or reduce the cash contribution to the target business in connection with an initial business combination, which could cause the other shareholders of the combined company to economically bear the impact of such excise tax.

We are required by the Nasdaq Listing Rules to consummate a Business Combination within 36 months of the effectiveness of our IPO Registration Statement. If we are not able to consummate a Business Combination within this time period, our securities are likely be subject to delisting.

Nasdaq Listing Rule IM-5101-2(b) (the “36-month Rule”), requires that we complete a business combination no later than 36 months after our IPO, and Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement to complete a business combination in the 36-month Rule. Given that our IPO registration statement on Form S-1 became effective on August 7, 2025, we will meet the 36-month deadline on August 7, 2028. If the Company is not able tom complete a business combination within 36 months of the effectiveness of our IPO registration statement, Nasdaq will determine that we are not in compliance with the 36-month Rule and our securities will be suspended from trading on Nasdaq and ultimately delisted from Nasdaq. For the avoidance of doubt, any Extended Date beyond August 7, 2028 would not comply with Nasdaq Listing Rule IM-5101-2 and result in our delisting.

If our securities are delisted from trading on Nasdaq, we expect such securities to be quoted on an over-the-counter market. In this over-the-counter market, we could face significant material adverse consequences, including:

Additionally, if our securities are no longer listed on Nasdaq, our securities will no longer be considered “covered securities” for the purpose of The National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Therefore, our securities will be subject to regulation in each state in which we offer our securities.

PROPOSAL NO. 1 — THE CHARTER AMENDMENT PROPOSAL

Overview 

The Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the IPO to consummate a Business Combination. The Company may seek shareholder approval to amend the Existing Charter to extend the date by which the Company must consummate the initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws. The Company is proposing to amend and restate, by special resolution, its Existing Charter to extend the Combination Period to the Extended Date so as to give the Company additional time to complete a Business Combination by adopting the third amended and restated memorandum and articles of association. The complete text of the proposed third amended and restated memorandum and articles of association is attached to this proxy statement as Annex A.

Reasons for the Charter Amendment 

The Company has determined that there will not be sufficient time before November 7, 2026 to consummate a Business Combination. The Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the closing of the IPO to consummate a Business Combination. The Company may seek shareholder approval to amend the Existing Charter to extend the date by which the Company must consummate the initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws.

If the Charter Amendment Proposal is approved, the Company shall have the right to extend the Combination Period from November 7, 2026, the Termination Date, to November 7, 2027. The Charter Amendment Proposal is essential to allowing the Company additional time to consummate a Business Combination. The Company’s ability to extend the Combination Period beyond the Termination Date is conditioned upon the approval of both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

The Company believes that it is in the best interests of SSEA shareholders that the Company obtain the Extension in order to complete a Business Combination, which will provide significant benefits to its shareholders.

If the Charter Amendment Is Not Approved 

The initial shareholders have waived their rights to participate in any liquidation distribution with respect to their shares. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account, except to the extent provided under the Trust Agreement.

If the Charter Amendment Proposal is not approved and the Company fails to complete a Business Combination prior to the applicable termination date, we will: (i) cease all operations, except for the purpose of making any redemption in connection with this Extraordinary General Meeting and any subsequent winding up of the Company’s affairs; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of our remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

If the Charter Amendment Is Approved 

If the Charter Amendment Proposal is approved, the Company shall have the right to extend the Combination Period from November 7, 2026 up to November 7, 2027, up to twelve (12) times for an additional one (1) month each time by depositing into the Trust Account the Monthly Extension Fee. The Trust Account will not be disbursed except to the extent any redemptions are made in connection with this Extraordinary General Meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete a Business Combination by the applicable termination date. The Company will then continue to attempt to consummate a Business Combination until the applicable termination date or until the Board determines in its sole discretion that it will not be able to consummate a Business Combination by the applicable termination date as described below and does not wish to seek an additional extension.

Required Vote

Approval of the Charter Amendment Proposal requires a special resolution under Cayman Islands law and the Existing Charter, being that the affirmative vote of a majority of at least two-thirds of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Charter Amendment Proposal.

Our Board will abandon and not implement the Charter Amendment Proposal unless our shareholders approve both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

Redemption Rights 

In connection with the Charter Amendment Proposal and the Trust Agreement Amendment Proposal and contingent upon the effectiveness of the implementation of the Charter Amendment and the Trust Agreement Amendment, each public shareholder may seek to redeem its public shares for a pro rata portion of the funds available in the Trust Account, less any taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your public shares for cash and will no longer own the shares.

In order to exercise your redemption rights, you must:

Transhare Corporation

Bayside Center 1

17755 North US Highway 19, Suite # 140

Clearwater, FL 33764

Attn: Proxy Team

Email: Proxy@Transhare.com

and

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. Shareholders should generally allot at least two (2) weeks to obtain physical certificates from the transfer agent. However, it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the transfer agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposals at the Extraordinary General Meeting, or to deliver their shares to the transfer agent electronically using DTC’s DWAC system, at such shareholder’s option.

Holders of outstanding units must separate the underlying public shares and public rights prior to exercising redemption rights with respect to the public shares. If you hold units registered in your own name, you must deliver the certificate for such units to the Trustee, with written instructions to separate such units into public shares and public rights. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to the Trustee. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of public shares and public rights. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Each redemption of a public share by SSEA’s public shareholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $[*] million as of [*], 2026. Prior to their exercising redemption rights, SSEA shareholders should verify the market price of the public shares, as shareholders may receive higher proceeds from the sale of their shares of public shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your public shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in the public shares when you wish to sell your shares.

If you exercise your redemption rights, your public shares will cease to be outstanding and will only represent the right to receive a pro rata portion of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of SSEA, if any. You will be entitled to receive cash for your public shares only if you properly and timely demand redemption.

Resolution 

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Charter Amendment Proposal is as follows:

“RESOLVED, AS A SPECIAL RESOLUTION, THAT, the amendment and restatement to the Company’s second amended and restated memorandum and articles of association (the “Existing Charter”), to extend the date by which the Company must consummate a business combination up to additional twelve (12) times from November 7, 2026 to November 7, 2027, each by an additional one (1) month, by adopting the third amended and restated memorandum and articles of association in their entirety in substitution for, and to the exclusion of the Existing Charter, the form of which is set forth in Annex A hereto, be approved.”

Recommendation 

THE BOARD UNANIMOUSLY RECOMMENDS THAT SSEA SHAREHOLDERS VOTE
“FOR” THE CHARTER AMENDMENT PROPOSAL.

PROPOSAL NO. 2 — THE TRUST AGREEMENT AMENDMENT PROPOSAL

Overview 

The proposed Trust Agreement Amendment would amend our existing Trust Agreement to extend the Combination Period from November 7, 2026 to November 7, 2027 up to twelve (12) times, by depositing into the Trust Account, for each one-month Extension, an amount equal to [the lesser of (i) $60,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with this Extraordinary General Meeting. A copy of the proposed Trust Agreement Amendment is attached to this proxy statement as Annex B. All shareholders are encouraged to read the proposed amendment in its entirety for a more complete description of its terms.

Reasons for the Trust Agreement Amendment 

Under the Trust Agreement Amendment Proposal, the Company is seeking the approval of its shareholders to reduce the amount it must deposit into the Trust Account to be equal to [the lesser of (i) $60,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with this Extraordinary General Meeting (subject to a 30-day cure period in accordance with our amended Trust Agreement) and the vote on the Trust Agreement Amendment Proposal.

The Board believes that the approval of the Trust Agreement Amendment Proposal will allow the Company additional time to complete the Business Combination.

As discussed above, after careful consideration of all relevant factors, the Board has determined that the Trust Agreement Amendment Proposal is fair to, and in the best interests of, SSEA and its shareholders. The Board has approved and declared advisable adoption of the Trust Agreement Amendment Proposal and recommends that you vote “FOR” such adoption.

If the Trust Agreement Amendment Is Not Approved 

The initial shareholders have waived their rights to participate in any liquidation distribution with respect to their shares. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining assets outside of the Trust Account, except to the extent provided under the Trust Agreement.

If the Trust Agreement Amendment Proposal is not approved and Company fails to complete a Business Combination by the applicable termination date, we will: (i) cease all operations, except for the purpose of making any redemption in connection with this Extraordinary General Meeting and any subsequent winding up of the Company’s affairs; (ii) as promptly as reasonably possible but not more than ten business days thereafter, complete the redemption of all issued and outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us (less taxes payable and up to $100,000 interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption and subject to the approval of our remaining shareholders after such redemption and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

If the Trust Agreement Amendment Is Approved 

If the Trust Agreement Amendment Proposal is approved, the Company shall have the right to extend the Combination Period from November 7, 2026 up to November 7, 2027, up to twelve (12) times for an additional one (1) month each time by depositing into the Trust Account the Monthly Extension Fee (subject to a 30-day cure period in accordance with our amended Trust Agreement). The Trust Account will not be disbursed except to the extent any redemptions are made in connection with this Extraordinary General Meeting, in connection with our completion of a Business Combination or in connection with our liquidation if we do not complete a Business Combination by the applicable termination date. The Company will then continue to attempt to consummate a Business Combination until the applicable termination date or until the Board determines in its sole discretion that it will not be able to consummate a Business Combination by the applicable termination date as described below and does not wish to seek an additional extension.

Required Vote 

Subject to the foregoing, the affirmative vote of at least fifty percent (50%) of the then outstanding ordinary shares will be required to approve the Trust Agreement Amendment Proposal.

Our Board will abandon and not implement Trust Agreement Amendment Proposal unless our shareholders approve both the Charter Amendment Proposal and the Trust Agreement Amendment Proposal. This means that if one proposal is approved by the shareholders and the other proposal is not, neither proposal will take effect.

Resolution 

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Trust Agreement Amendment Proposal is as follows:

“RESOLVED THAT the Trust Agreement be amended in the form set forth in Annex B to the accompanying proxy statement to extend the Combination Period from November 7, 2026 to November 7, 2027, up to twelve (12) times, by depositing into the Trust Account on or prior to the date of the applicable deadline, for each one-month Extension, an amount equal to the lesser of (i) $60,000 per month for all remaining public shares or (ii) $0.033 for each remaining public share after giving effect to the shares that are redeemed in connection with this Extraordinary General Meeting.”

Recommendation 

THE BOARD UNANIMOUSLY RECOMMENDS THAT SSEA SHAREHOLDERS VOTE
“FOR” THE TRUST AGREEMENT AMENDMENT PROPOSAL.

PROPOSAL NO. 3 — THE ADJOURNMENT PROPOSAL

Overview 

The Adjournment Proposal, if adopted, will allow the Board to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation of proxies.

Consequences if the Adjournment Proposal is Not Approved 

If the Adjournment Proposal is not approved by SSEA shareholders, the Board may not be able to adjourn the Extraordinary General Meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Extraordinary General Meeting to approve the Charter Amendment Proposal and the Trust Agreement Amendment Proposal.

Vote Required for Approval 

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law and the Existing Charter, being the affirmative vote of a simple majority of the shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Extraordinary General Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal and/or the Trust Amendment Proposal at the Extraordinary General Meeting. Failure to vote by proxy or to vote oneself at the Extraordinary General Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of any vote on the Adjournment Proposal.

Resolution 

The resolution to be put to the shareholders to consider and to vote upon at the Extraordinary General Meeting in relation to Adjournment Proposal is as follows:

“RESOLVED, as an ordinary resolution that, the adjournment of the Extraordinary General Meeting to a later date or dates to be determined by the chairman of the Extraordinary General Meeting be confirmed, adopted, approved and ratified in all respects.”

Recommendation of the Board 

THE BOARD UNANIMOUSLY RECOMMENDS THAT SSEA SHAREHOLDERS VOTE
“FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

BUSINESS OF SSEA AND CERTAIN INFORMATION ABOUT SSEA

General 

SSEA is a blank check company incorporated on December 5, 2024, as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On August 11, 2025, SSEA consummated the IPO of 5,750,000 units, at $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously with the closing of the IPO, SSEA consummated the sale of 247,121 Private Units at a price of $10.00 per unit in a private placement to the Sponsor, generating gross proceeds of $2,471,210. In addition, SSEA granted 201,250 ordinary shares to the representative of the underwriters at the closing of the IPO. After deducting the underwriting discounts, offering expenses, and commissions from the IPO and the sale of the Private Units, a total of $57,500,000 was deposited into a trust account established for the benefit of SSEA’s public shareholders, and the remaining proceeds became available to be used to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Private Units are identical to the units sold in the IPO except with respect to certain registration rights and transfer restrictions. Additionally, the holders of the Private Units have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the registration statement) until 30 days after the completion of SSEA’s initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.

We are a blank check company originally formed as a Cayman Islands exempted company on December 5, 2024, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. The Company has not commenced any operations nor generated any revenues to date. We are also an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our Sponsor is Starry Sea Investment Limited, a British Virgin Islands company, which was formed to invest in our Company. Although our Sponsor is permitted to undertake any activities permitted under British Virgin Islands law and other applicable law, our Sponsor’s business is focused on investing in our Company. Ms. Xiaoyu Pan, the sole director of our Sponsor, holds voting securities in our Sponsor and has the power to vote or dispose of the 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) (the “Units”). Each Unit consists of one ordinary share, par value $0.0001 per share, of the Company and one right to receive one-sixth (1/6th) 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 (1/6th) 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.

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 the Nasdaq Capital Market (“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 August 22, 2026, the Company entered into a Merger Agreement with SMH, and certain other persons and entities signatory thereto. The aggregate consideration to be paid to SMH shareholders upon consummation of the transactions contemplated by the Merger Agreement is such number of newly issued PubCo ordinary shares determined by dividing the net value of SMH, which was agreed to be $200,000,000, by $10.00 per share.

The Existing Charter and the Trust Agreement currently provide that the Company has 15 months from the closing of this offering to consummate a Business Combination. The Company may seek shareholder approval to amend the Existing Charter to extend the date by which the Company must consummate the initial business combination.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth as of September 16, 2026 the number of ordinary shares beneficially owned by (i) each person who is known by us to be the beneficial owner of more than five percent of our issued and outstanding shares of ordinary shares (ii) each of our officers and directors; and (iii) all of our officers and directors as a group. As of September 16, 2026, we had [7,635,871] ordinary shares issued and outstanding.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The following table does not reflect record of beneficial ownership of any ordinary shares issuable upon conversion of rights, as the rights are not convertible within 60 days of September 16, 2026.

FUTURE SHAREHOLDER PROPOSALS

If the Charter Amendment Proposal is approved, we anticipate that we will hold an extraordinary general meeting before the Charter Amendment Proposal to consider and vote upon approval of a business combination. Accordingly, if we consummate a business combination, our next annual general meeting will be held at a future date to be determined by the post-business combination company. If the Charter Amendment Proposal is not approved, or if it is approved but we do not consummate a business combination before the Charter Extension Date, we will wind up, liquidate and dissolve.

HOUSEHOLDING INFORMATION

Unless SSEA has received contrary instructions, SSEA may send a single copy of this proxy statement to any household at which two or more shareholders reside if SSEA believes the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce SSEA’s expenses. However, if shareholders prefer to receive multiple sets of SSEA’s disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of SSEA’s disclosure documents, the shareholders should follow these instructions:

STARRY SEA ACQUISITION CORP

418 Broadway #7531

Albany, NY, 12207
Attention: Yan Liang, Chief Executive Officer
Email: xueqianxun2003@126.com

WHERE YOU CAN FIND MORE INFORMATION

SSEA files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. SSEA’s public filings are also available to the public from the SEC’s website at www.sec.gov. You may request a copy of SSEA’s filings with the SEC (excluding exhibits) at no cost by contacting SSEA at the address and/or telephone number below.

If you would like additional copies of this proxy statement or SSEA’s other filings with the SEC (excluding exhibits) or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you should contact SSEA at the following address and e-mail address:

STARRY SEA ACQUISITION CORP
418 Broadway #7531

Albany, NY, 12207
Attention: Yan Liang, Chief Executive Officer
Email: xueqianxun2003@126.com

You may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from SSEA’s proxy solicitation agent at the following address, telephone number and e-mail address:

Advantage Proxy, Inc.
PO Box 10904
Yakima, WA 98909
Tel: 206-870-8565 or
Email: ksmith@advantageproxy.com

You will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or other nominee, you should contact your broker, bank or other nominee for additional information.

If you are a SSEA’s shareholder and would like to request documents, please do so by October 2, 2026, five (5) business days prior to the Extraordinary General Meeting, in order to receive them before the Extraordinary General Meeting. If you request any documents from SSEA, such documents will be mailed to you by first class mail or another equally prompt means.

ANNEX A

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

STARRY SEA ACQUISITION CORP

(adopted by special resolution dated [OCTOBER 9], 2026 and effective on [OCTOBER 9], 2026)

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

STARRY SEA ACQUISITION CORP

(adopted by special resolution dated [OCTOBER 9], 2026 and effective on [OCTOBER 9], 2026)

THE COMPANIES ACT (As Revised)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

STARRY SEA ACQUISITION CORP

(adopted by special resolution dated [OCTOBER 9], 2026 and effective on [OCTOBER 9], 2026)

The Company may, in so far as the Statute permits, pay a commission to any person in consideration of that person subscribing or agreeing to subscribe (whether absolutely or conditionally) or procuring or agreeing to procure subscriptions (whether absolutely or conditionally) for any Shares. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

The Company shall not be bound by or compelled to recognise in any way (even when notified) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by the Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the holder.

Subject to the provisions of the Statute, the Company may by resolution of the Directors change the location of its Registered Office. The Company may, in addition to its Registered Office, maintain such other offices or places of business as the Directors determine.

Shares in the Company that are beneficially owned by the Company shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

The office of a Director shall be vacated if:

A Director who is present at a meeting of the board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting or unless they shall file their written dissent from such action with the person acting as the chairperson or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

The Directors shall cause minutes to be made in books kept for the purpose of recording all appointments of Officers made by the Directors, all proceedings at meetings of the Company or the holders of any class of Shares and of the Directors, and of committees of the Directors, including the names of the Directors present at each meeting.

The Company in general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed a Director is not required to hold Shares.

The Directors may at any time capitalise any sum standing to the credit of any of the Company’s reserve accounts or funds (including the share premium account and capital redemption reserve fund) or any sum standing to the credit of the profit and loss account or otherwise available for distribution; appropriate such sum to Members in the proportions in which such sum would have been divisible amongst such Members had the same been a distribution of profits by way of Dividend or other distribution; and apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalisation, with full power given to the Directors to make such provisions as they think fit in the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental or relating thereto and any agreement made under such authority shall be effective and binding on all such Members and the Company.

Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

The Company shall have the power to merge or consolidate with one or more other constituent companies (as defined in the Statute) upon such terms as the Directors may determine and (to the extent required by the Statute) with the approval of a Special Resolution.

the Company shall:

each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares (the “Amendment Redemption”) upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. The Directors (in their sole discretion) shall determine the timing of any such Amendment Redemption. The Company’s ability to provide the Amendment Redemption is subject to the Redemption Limitation.

Each Tax Filing Authorised Person and any such other person, acting alone, as any Director shall designate from time to time, are authorised to file or execute and provide United States Internal Revenue Service tax forms SS-4, W-8 BEN, W-8 IMY, W-9, 8832 and 2553 and such other similar tax forms as are customary to file with any United States state or federal governmental authorities or foreign governmental authorities, or provide withholding agents in connection with the formation, activities and/or elections of the Company and such other tax forms as may be approved from time to time by any Director or Officer. The Company further ratifies and approves any such filing made by any Tax Filing Authorised Person or such other person prior to the date of the Articles.

ANNEX B

PROPOSED AMENDMENT NO. 1
TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of [●], 2026, to the Trust Agreement (as defined below) is made by and between STARRY SEA ACQUISITION CORP (the “Company”) and Odyssey Transfer and Trust Company, as trustee (the “Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of August 7, 2025 (the “Trust Agreement”):

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein;

WHEREAS, at an extraordinary general meeting of the Company held on October 9, 2026 (the “Extension Extraordinary General Meeting”), the Company’s shareholders approved (i) a proposal to amend and restate the Company’s second amended and restated memorandum and articles of association, dated as of August 7, 2025, to extend the date by which the Company must consummate a business combination (the “Combination Period”) up to an additional twelve (12) times from November 7, 2026 (the “Termination Date”) to November 7, 2027 (the “Extended Date”), each by an additional one (1) month (each, an “Extension”), by adopting the Third Amended and Restated Memorandum and Articles of Association in their entirety in substitution for, and to the exclusion of the Company’s Second Amended and Restated Memorandum and Articles of Association; and (ii) a proposal to amend the Trust Agreement to permit the Company to extend the Combination Period up to an additional twelve (12) times from the Termination Date to the Extended Date, each by an additional one (1) month, by depositing into the Trust Account, for each such Extension, an amount equal to the lesser of (A) $60,000 for all remaining Public Shares or (B) $0.033 for each remaining Public Share after giving effect to the Public Shares redeemed in connection with the Extension Extraordinary General Meeting; provided that, with respect to any such Extension, if the Sponsor and/or its designees fails to deposit the required additional funds into the Trust Account in accordance with the terms of the Trust Agreement and such failure remains uncured for thirty (30) days after the date on which such deposit was required to be made, such failure shall trigger an automatic redemption of the public shares; and

NOW THEREFORE, IT IS AGREED:

“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its Chief Executive Officer or Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on funds held in the Trust Account (net of taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses, it being understood that the Trustee has no obligation to monitor or question the Company’s position that an allocation has been made for taxes payable), only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (A) the 15 month anniversary of the closing of the Offering; (B) in the event that the Company has extended the time to complete the Business Combination up to 27 months from the closing of the Offering, but has not completed the Business Combination within the applicable time period of such Extension; or (C) any such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association, as it may be amended or restated from time to time; or (z) upon the end of a thirty (30)-day cure period after the date any additional amount of funds was required to be deposited in the Trust Account for an Extension pursuant to this Agreement but was not deposited; if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on funds held in the Trust Account (net of taxes payable, and less up to $100,000 of interest that may be released to the Company to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;”

[signature page follows]

IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

ANNEX C

PROXY

THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 THROUGH 3 BELOW. STARRY SEA ACQUISITION CORP’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH PROPOSAL.

IN THEIR DISCRETION THE PROXIES ARE AUTHORIZED AND EMPOWERED TO VOTE UPON OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OF SHAREHOLDERS AND ALL CONTINUATIONS, ADJOURNMENTS OR POSTPONEMENTS THEREOF.

To change the address on your account, please check the box and indicate your new address in the address space provided below.

SHAREHOLDER’S SIGNATURE

Note: Please sign exactly as your name or names appear on this proxy. When ordinary share is held jointly, each holder should sign. When signing as an executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving lull title as such. If the signer is a partnership, please sign in partnership name by authorized person.

IMPORTANT: PLEASE MARK, SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!