SSEA on Nasdaq
STARRY SEA ACQUISITION CORP
STARRY SEA ACQUISITION CORP is a blank check company in the Cayman Islands, listed on Nasdaq (SSEA).1
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Last updated Oct 20, 2026.
Overview
- TickerSSEA on Nasdaq1
- IndustryBlank Checks1
- HeadquartersE91
- Incorporated inCayman Islands2
- Business addressPo Box 309, Ugland House, Grand Cayman2
- Filer category, Emerging growth company2
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As the over-allotment option was exercised in full, none of the founder shares were forfeited.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 1 fiscal year, latest first.4
| Period ending | 2025-12-31 |
|---|---|
| Formation and operating costs | $542.6K |
| Loss from Operations | -$542.6K |
| Interest earned on cash held in Trust Account | $863.3K |
| Income (loss) before income taxes | $320.6K |
| Net income (loss) | $320.6K |
| Weighted average shares outstanding, basic | 1.6M shares |
| Weighted average shares outstanding, diluted | 1.6M shares |
| Basic net loss per ordinary share | -$0.78 |
| Diluted net loss per ordinary share | -$0.78 |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 2 fiscal years (annual) or 2 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $112.1K | |
| Prepaid expenses | $267.5K | |
| Total current assets | $379.6K | |
| Deferred offering costs | $25.0K | |
| Cash held in Trust Account | $58.4M | |
| Total Non-current Assets | $58.4M | $25.0K |
| Total Assets | $58.7M | $25.0K |
| Accrued expenses | $550 | $25.0K |
| Promissory Note - related party | $7.0K | |
| Total Current Liabilities | $550 | $32.0K |
| Ordinary shares subject to possible redemption, 5,750,000 and 0 nil shares issued and outstanding at redemption value of $10.12 and nil as of December 31, 2025 and 2024, respectively. | $53.0M | |
| Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,885,871 and 1,437,500 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $189 | $144 |
| Additional paid-in capital | $5.4M | $24.9K |
| Subscription receivable | -$25.0K | |
| Retained earning (accumulated deficit) | $313.7K | -$7.0K |
| Total Shareholders Equity (Deficit) | $5.8M | -$7.0K |
| Total Liabilities and Shareholders Equity (Deficit) | $58.7M | $25.0K |
| Temporary shares subject to possible redemption issued | 5.8M shares | 0 shares |
| Temporary shares subject to possible redemption outstandong | 5.8M shares | 0 shares |
| Temporary Equity, price per share | $10.12 | $10.12 |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, shares authorized | 500.0M shares | 500.0M shares |
| Common stock, shares issued | 1.9M shares | 1.4M shares |
| Common stock, shares outstanding | 1.9M shares | 1.4M shares |
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Cash and cash equivalents | $112.1K | |
| Prepaid expenses | $267.5K | |
| Total current assets | $379.6K | |
| Deferred offering costs | $25.0K | |
| Cash held in Trust Account | $58.4M | |
| Total Non-current Assets | $58.4M | $25.0K |
| Total Assets | $58.7M | $25.0K |
| Accrued expenses | $550 | $25.0K |
| Promissory Note - related party | $7.0K | |
| Total Current Liabilities | $550 | $32.0K |
| Ordinary shares subject to possible redemption, 5,750,000 and 0 nil shares issued and outstanding at redemption value of $10.12 and nil as of December 31, 2025 and 2024, respectively. | $53.0M | |
| Ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,885,871 and 1,437,500 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $189 | $144 |
| Additional paid-in capital | $5.4M | $24.9K |
| Subscription receivable | -$25.0K | |
| Retained earning (accumulated deficit) | $313.7K | -$7.0K |
| Total Shareholders Equity (Deficit) | $5.8M | -$7.0K |
| Total Liabilities and Shareholders Equity (Deficit) | $58.7M | $25.0K |
| Temporary shares subject to possible redemption issued | 5.8M shares | 0 shares |
| Temporary shares subject to possible redemption outstandong | 5.8M shares | 0 shares |
| Temporary Equity, price per share | $10.12 | $10.12 |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, shares authorized | 500.0M shares | 500.0M shares |
| Common stock, shares issued | 1.9M shares | 1.4M shares |
| Common stock, shares outstanding | 1.9M shares | 1.4M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 1 fiscal year, latest first.4
| Period ending | 2025-12-31 |
|---|---|
| Net income (loss) | $320.6K |
| Formation and operating costs paid by Sponsor | $107.0K |
| Interest earned on cash held in Trust Account | -$863.3K |
| Amortization of prepaid expenses | $128.6K |
| Prepaid expenses | -$396.1K |
| Accrued expenses | $550 |
| Net cash used in operating activities | -$702.5K |
| Investment of cash in trust account | -$57.5M |
| Net cash used in investing activity | -$57.5M |
| Proceeds from promissory note payable - related party | $2.0K |
| Repayment of promissory note payable - related party | -$387.5K |
| Proceeds from sale of public units through public offerings, net of underwriters discount | $56.4M |
| Proceeds from ordinary shares issued in private placement | $2.5M |
| Payment of offering costs | -$121.1K |
| Net cash provided by financing activities | $58.3M |
| Net change in cash | $112.1K |
| Issuance of representative shares | $1.8M |
| Initial classification of ordinary shares subject to possible redemption | $49.7M |
| Allocation of offering costs to ordinary shares subject to possible redemption | $3.0M |
| Accretion of carrying value to redemption value | $3.3M |
| Deferred offering costs paid by Sponsor in exchange for the issuance of ordinary shares | $25.0K |
| Deferred offering cost paid by Sponsor | $254.1K |
No quarter-by-quarter statement was filed.
Corporate structure
STARRY SEA ACQUISITION CORP sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of STARRY SEA ACQUISITION CORP
- WOLVERINE ASSET MANAGEMENT LLC Filed SCHEDULE 13G/A on STARRY SEA ACQUISITION CORP, latest Oct 6, 2026 (3 filings since Nov 7, 2025)
- HIGHBRIDGE CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G/A on STARRY SEA ACQUISITION CORP, latest Feb 17, 2026 (2 filings since Nov 14, 2025)
- Space Summit Capital LLC Filed SCHEDULE 13G/A on STARRY SEA ACQUISITION CORP, latest Feb 17, 2026 (2 filings since Aug 14, 2025)
- Harraden Circle Investments, LLC Filed SCHEDULE 13G/A on STARRY SEA ACQUISITION CORP, latest Feb 13, 2026 (2 filings since Aug 14, 2025)
- Feis Equities LLC Filed SCHEDULE 13G/A on STARRY SEA ACQUISITION CORP, latest Feb 2, 2026 (2 filings since Aug 12, 2025)
- STARRY SEA INVESTMENT Ltd Filed SCHEDULE 13D on STARRY SEA ACQUISITION CORP, latest Aug 18, 2025
- STARRY SEA ACQUISITION CORP E9
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What STARRY SEA ACQUISITION CORP reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Properties, in its own words
We have entered into a short-term month to month lease for office space at 418 Broadway #7531, Albany, NY 12207 which we utilize for our main offices in the United States. The cost per month is approximately $200. The rent is paid by our sponsor pursuant to the administrative services agreement between us and our sponsor.
Item 2 of the 10-K filed Apr 2, 2026.3
Leadership
Who has led STARRY SEA ACQUISITION CORP, and when. Pick a name to see everywhere that person has worked.
- Chief executive officerLiang Kang Aug 21, 2025 to now7
- Chief financial officerKong Wai Yap Aug 20, 2025 to now8
Board members and other officers (4)
- Board memberStephen Markscheid Aug 11, 2025 to now9
- Board memberYan Liang Aug 11, 2025 to now10
- Board memberLiang Kang Aug 21, 2025 to now7
- Board memberPeter Jianfeng Chen Aug 21, 2025 to now11
Timeline
- Oct 13, 20268-K Regulation FD disclosure; Other events12
- Oct 9, 20268-K Other events13
- Aug 26, 20268-K Entered a material agreement; Regulation FD disclosure14
- May 18, 20268-K Other events15
- Oct 1, 20258-K Other events16
- Sep 29, 20258-K Entered a material agreement; Other events17
- Aug 21, 2025New chief executive Liang Kang becomes CEO7
- Aug 15, 20258-K Other events18
- Aug 12, 20258-K Entered a material agreement; Unregistered sale of shares; Executive or director change19
Filings
64 filings to the SEC since October 2021: 1 annual reports, 4 quarterly reports, 8 major events, 7 insider forms, 13 large holders, 31 other. The latest 20:
- Oct 13, 2026DEFA14A EDGAR
- Oct 13, 20268-K EDGAR
- Oct 9, 2026DEFA14A EDGAR
- Oct 9, 20268-K EDGAR
- Oct 6, 2026SCHEDULE 13G/A EDGAR
- Sep 21, 2026DEF 14A EDGAR
- Sep 10, 2026PRE 14A EDGAR
- Aug 26, 2026425 EDGAR
- Aug 26, 20268-K EDGAR
- Aug 14, 202610-Q EDGAR
- May 18, 20268-K EDGAR
- May 14, 202610-Q EDGAR
- Apr 2, 202610-K EDGAR
- Mar 31, 2026NT 10-K EDGAR
- Feb 17, 2026SCHEDULE 13G/A EDGAR
- Feb 17, 2026SCHEDULE 13G/A EDGAR
- Feb 13, 2026SCHEDULE 13G/A EDGAR
- Feb 12, 2026SCHEDULE 13G EDGAR
- Feb 3, 2026SCHEDULE 13G/A EDGAR
- Feb 2, 2026SCHEDULE 13G/A EDGAR
The 64 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- WOLVERINE ASSET MANAGEMENT LLCSCHEDULE 13G/A, 3 filings Nov 7, 2025 to Oct 6, 202620
- HIGHBRIDGE CAPITAL MANAGEMENT LLCSCHEDULE 13G/A, 2 filings Nov 14, 2025 to Feb 17, 202621
- Space Summit Capital LLCSCHEDULE 13G/A, 2 filings Aug 14, 2025 to Feb 17, 202622
- Harraden Circle Investments, LLCSCHEDULE 13G/A, 2 filings Aug 14, 2025 to Feb 13, 202623
- Feis Equities LLCSCHEDULE 13G/A, 2 filings Aug 12, 2025 to Feb 2, 202624
- STARRY SEA INVESTMENT LtdSCHEDULE 13D, 1 filing Aug 18, 202525
SEC filer profile
How STARRY SEA ACQUISITION CORP is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARSTARRY SEA ACQUISITION CORP1
- CIK0002059165
- Employer ID (EIN)00-00000003
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inCayman Islands3
- Fiscal year endsDecember 311
- Industry code (SIC)6770 Blank Checks1
- SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
- Business addressPo Box 309, Ugland House, Grand Cayman, Cayman Islands1
- Phone(412) 947-05141
- Shares outstanding7,635,871 as of Aug 13, 20266
- Public float$57.1M as of Jun 30, 20253
- AuditorAudit Alliance LLP, Singapore PCAOB ID 3487; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceMar 5, 20251
- Filings64 in all: 8-K (8), CORRESP (8), 3 (6), SCHEDULE 13G (6), SCHEDULE 13G/A (6), S-1/A (5), UPLOAD (5), 10-Q (4)1
All 23 form types
DEFA14A (2), 10-K (1), 3/A (1), 424B4 (1), 425 (1), 8-A12B (1), CERT (1), DEF 14A (1), DRS (1), DRS/A (1), EFFECT (1), NT 10-K (1), PRE 14A (1), S-1 (1), SCHEDULE 13D (1)
- Latest filingsAnnual report (10-K) Apr 2, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Sep 21, 2026
Latest 8-K (8-K) Oct 13, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Units, each consisting of one Ordinary Share, $0.0001 par value, and one right | SSEAU | Nasdaq |
| Ordinary Shares, $0.0001 par value | SSEA | Nasdaq |
| Rights to receive one-sixth (1/6th) of one Ordinary Share | SSEAR | Nasdaq |
From the cover page of the 10-K filed Apr 2, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks STARRY SEA ACQUISITION CORP names in Item 1A of its 10-K filed Apr 2, 2026: 79 risks under these headings, as written.3
- Risks Associated with Our Business
- We are a newly formed blank check company with no operating history and no revenues, and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective.
- Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”
- If we are unable to consummate a business combination, our public shareholders may be forced to wait more than 15 months before receiving liquidation distributions.
- In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and other governing instruments. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a manner to make it easier for us to complete our initial business combination, which our shareholders may not support.
- The ability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure.
- We may not be able to consummate an initial business combination within a specific period of time or, if such period is extended, within such extended period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.
- The requirement that we complete an initial business combination within a specific period of time may give potential target businesses leverage over us in negotiating our initial business combination and may limit the amount of time we have to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to consummate our initial business combination on terms that would produce value for our shareholders.
- Our ability to consummate an attractive business combination may be impacted by the market for Initial Public Offerings.
- We face competition in finding an attractive target for an initial business combination. This could increase the costs associated with completing our initial business combination and may result in our inability to find a suitable target.
- We may not be able to complete an initial 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.
- You will not be entitled to protections normally afforded to investors of blank check companies.
The other 68 risks
- We may issue additional ordinary or preferred shares or debt securities to complete a business combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership.
- We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure or abandon a particular business combination.
- If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders may be less than $10.00.
- Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them.
- If we deviate from the acquisition criteria or guidelines set forth in this Annual Report, investors in our Initial Public Offering may have rescission rights or may bring an action for damages against us or we could be subject to civil or criminal actions taken by governmental authorities.
- Holders of rights will not have redemption rights if we are unable to complete an initial business combination within the required time period.
- We have no obligation to net cash settle the rights.
- If a public holder fails to receive notice of our offer to redeem our ordinary shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
- We may amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights.
- Our rights agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.
- Since we have not yet selected a particular industry or target business with which to complete a business combination, we are unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate.
- The target business or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (less any taxes payable on interest earned and less any interest earned thereon that is released to us) at the time of the execution of a definitive agreement for our initial business combination. Such requirement may limit the type and number of companies with which we may complete such a business combination.
- Our ability to successfully effect a business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following a business combination. While we intend to closely scrutinize any individuals we engage after a business combination, we cannot assure you that our assessment of these individuals will prove to be correct.
- Our officers and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire.
- Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following a business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
- Our officers and directors will allocate their time to other businesses, thereby potentially limiting the amount of time they devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate our initial business combination.
- Our officers and directors have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
- Our officers’ and directors’ personal and financial interests may influence their motivation in determining whether a particular target business is appropriate for a business combination.
- Past performance by our management team and our sponsor may not be indicative of future performance of an investment in us.
- Our letter agreement with our sponsor, officers and directors may be amended without shareholder approval.
- Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
- We may only be able to complete one business combination with the proceeds of our Initial Public Offering, which will cause us to be solely dependent on a single business with a limited number of products or services.
- Our public shareholders’ ability to exercise their redemption rights or sell their public shares to us in a tender offer may not allow us to effectuate the most desirable business combination or optimize our capital structure.
- We may be unable to consummate a business combination if a target business requires that we have cash in excess of the minimum amount we are required to have at closing and public shareholders may have to remain shareholders of our company and wait until our liquidation to receive a pro rata share of the trust account or attempt to sell their shares in the open market.
- Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public shareholders do not support such a combination.
- In connection with any meeting held to approve an initial business combination, we will offer each public shareholder the option to vote for or against, or abstain from voting on, a proposed business combination and still seek conversion of his, her or its public shares, which may make it more likely that we will consummate a business combination.
- In connection with any general meeting called to approve a proposed initial business combination, we may require shareholders who wish to convert their public shares to comply with specific requirements for conversion that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.
- Investors may not have sufficient time to comply with the delivery requirements for conversion.
- If we require public shareholders who wish to convert their public shares to comply with the delivery requirements for conversion, such converting shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.
- Other companies may have a competitive advantage and we may not be able to consummate an attractive business combination.
- Our initial shareholders control a substantial interest in us, and thus may influence certain actions requiring a shareholder vote, potentially in a manner that you do not support.
- The purchase price for the initial shares payable by our initial shareholders was $25,000, or approximately $0.017 per share. Accordingly, you will experience immediate and substantial dilution from the purchase of our ordinary shares.
- Our outstanding rights or the conversion of the promissory notes upon consummation of our business combination into private units may have an adverse effect on the market price of our ordinary shares and make it more difficult to effect a business combination.
- If our shareholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of our ordinary shares and the existence of these rights may make it more difficult to effect a business combination.
- If we were deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination.
- To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may determine, in our discretion, to liquidate the securities held in the trust account and instead hold all funds in the trust account in an interest bearing bank demand deposit account, which may earn less interest than we otherwise would have if the trust account had remained invested in U.S. government securities or money market funds.
- We may not seek an opinion from an unaffiliated third party as to the fair market value of the target business we acquire.
- We may acquire a target business that is affiliated with our officers, directors, initial shareholders or their affiliates.
- The determination of the offering price of our units is more arbitrary than the pricing of securities for an operating company in a particular industry.
- There is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity and price of our securities.
- Because we are incorporated under the laws of the Cayman Islands, and most of our executive officers and directors are located outside the United States, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal or state courts may be limited.
- Our amended and restated memorandum and articles of association designates the courts of the Cayman Islands as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with our company or our company’s directors, officers or other employees.
- 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.
- Because we must furnish our shareholders with financial statements of the target business prepared in accordance with U.S. GAAP or IFRS as issued by the IASB or reconciled to U.S. GAAP, we may not be able to complete an initial business combination with some prospective target businesses.
- Compliance with the Sarbanes-Oxley Act will require substantial financial and management resources and may increase the time and costs of completing an acquisition.
- We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our securities less attractive to investors.
- We may qualify as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors.
- Our initial business combination and our structure thereafter may not be tax-efficient to holders of our ordinary shares and rights. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.
- The management following a business combination may be unfamiliar with the laws and regulations applicable to a U.S. public company, which could lead to various regulatory issues.
- If restrictions on repatriation of earnings from the target business’ home jurisdiction to foreign entities are instituted, our business following a business combination may be materially negatively affected.
- Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by extraordinary events and the status of debt and equity markets.
- We are currently experiencing a period of economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical instability. Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by any negative impact on the global economy and capital markets resulting from any geopolitical tensions.
- Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.
- The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into our initial business combination with a target.
- If we seek shareholder approval of our initial business combination, all of our existing shareholders, including all of our officers and directors, have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.
- If we seek shareholder approval of our business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from shareholders, in which case they may influence a vote in favor of a proposed business combination that you do not support.
- Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of the initial business combination.
- You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, you may be forced to sell your public shares, potentially at a loss, to liquidate your investment.
- We may be limited to the funds held outside of the trust account to fund our search for target businesses, to pay our tax obligations and expenses, and to complete our initial business combination.
- If the net proceeds of our Initial Public Offering not being held in the trust account are insufficient to allow us to operate for at least the next 15 months, we may be unable to complete our initial business combination.
- Subsequent to the consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges.
- Our directors may decide not to enforce indemnification obligations against our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.
- Because we have not selected a particular business or specific geographic location or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations.
- We may seek investment opportunities outside our management’s area of expertise and our management may not be able to adequately ascertain or assess all significant risks associated with the target company.
- Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
- Management’s flexibility in identifying and selecting a prospective acquisition candidate, along with our management’s financial interest in consummating our initial business combination, may cause management to enter into an acquisition agreement that is not in the best interest of our shareholders.
- Resources could be wasted in researching acquisitions that are not consummated.
- We may attempt to consummate our initial business combination with a private company about which little information is available.
Legal proceedings
As of December 31, 2025, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7SEC EDGARLiang Kang, Chief executive officer
- 8
- 9SEC EDGARStephen Markscheid, Board member
- 10SEC EDGARYan Liang, Board member
- 11SEC EDGARPeter Jianfeng Chen, Board member
- 12
- 13SEC EDGAROther events
- 14
- 15SEC EDGAROther events
- 16SEC EDGAROther events
- 17
- 18SEC EDGAROther events
- 19
- 20
- 21
- 22
- 23
- 24
- 25