SSEA

What the company does

• Cayman Islands exempted company formed on December 5, 2024.
• A blank check company / special purpose acquisition company (SPAC) formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (the initial business combination).
• Publicly listed on Nasdaq under the ticker SSEA (ordinary shares); rights trade under SSEAR; units trade as SSEAU if not separated.

Funding and capital structure

• IPO on August 11, 2025: 5,750,000 units sold at $10.00 per unit (includes 750,000 units from an over-allotment).
• Each unit consists of one ordinary share and one right to receive one-sixth (1/6) of one ordinary share upon completion of the initial business combination.
• Private placement of 247,121 private units sold to the sponsor at $10.00 per unit, generating $2,471,210.
• Proceeds from the IPO and private placement placed in a trust account: $57,500,000.
• Trust funds are invested in cash, U.S. Treasuries with maturities of 185 days or less, or money market funds meeting Rule 2a-7 criteria (or equivalent).
• Interest on trust funds (net of taxes) may be withdrawn to pay taxes; otherwise funds remain in trust until the initial business combination or liquidation.
• As of December 31, 2025:
  • Cash outside the trust: $112,134
  • Working capital: $379,066
• Net cash generated from the IPO and private placement units held outside the trust that was used in operating activities: $816,060.

Management, employees and operations

• Two executive officers; no full-time employees prior to completing a business combination.
• Management and the sponsor supply personnel and deal flow; officers and directors may have other business commitments.
• Administrative space under a short-term lease at 418 Broadway #7531, Albany, NY 12207 (approximately $200 per month); rent paid by the sponsor under an administrative services agreement.
• No revenue to date; losses since inception from formation and organizational costs.

Recent development and proposed business combination

• September 29, 2025: Letter of intent (LOI) with Forever Young International Limited for a proposed business combination.
• Forever Young is a Cayman Islands–based operator in the health industry in China, providing comprehensive management and support for medical institutions.
• Proposed structure and valuation:
  • Pre-money equity value for Forever Young expected to be approximately $750 million to $900 million.
  • Consideration expected to be rollover equity in the form of ordinary shares of the post-close entity, valued at $10 per share.
• The transaction would proceed under an exclusivity period for negotiation and would use a reverse/rollover approach rather than a traditional IPO for Forever Young.

Acquisition strategy and criteria

• No firm industry or geographic constraints; targets may be sourced from management, sponsor and affiliates, including bankers and private equity.
• Core criteria (flexible):
  • Established or near-term visible cash flows and recurring revenue.
  • Defensible market position with strong brands or technology.
  • Management teams with proven track records and incentives aligned with shareholders.
  • Targets that would benefit from being public (capital access, liquidity, governance incentives).
  • Potential for attractive risk-adjusted returns and strategic value from public status.
• Value test: target(s) must collectively have a fair market value of at least 80% of the trust account balance at the time a definitive agreement is executed.
• Post-transaction structure may be a 100% acquisition or a merger; closing could involve issuing new shares or debt.
• If multiple targets are included, each seller would need to agree to simultaneous closings or the transaction could be delayed.

Business combination provisions and liquidity

• Shareholder rights and redemptions:
  • Public shareholders may elect to redeem their shares for a pro rata portion of the trust account at meetings to approve a business combination, subject to timing and delivery mechanics.
  • Founders, officers and certain insiders have agreed to vote in favor of the initial business combination and to forgo conversion or redemption in certain cases.
  • The rights included with units and private units may affect post-transaction share counts; rights holders have no standalone redemption rights unless specified.
• Redemption price and trust mechanics:
  • If no business combination is completed within 15 months (subject to possible extension via charter amendments), the company must redeem public shares and liquidate, with payout from the trust equal to the funds on deposit per share, subject to taxes and other claims.
• Potential need for additional financing:
  • If a large number of public shares are redeemed, the company may need third-party financing or to adjust the transaction structure to meet closing conditions.
• Dilution risk:
  • The sponsor initially acquired founder shares at a nominal price; investors may experience dilution from the IPO and any subsequent equity issuances to complete the business combination.
• Governance and forum:
  • Cayman Islands governing law; shareholders’ exclusive forum is the Cayman Islands for various actions. The rights agreement designates certain U.S. courts (New York) for other claims.

Tax and regulatory considerations

• Potential U.S. tax issues for holders, including PFIC considerations and federal tax implications of conversions and redemptions; excise tax considerations may apply if the company reorganizes.
• PRC regulatory considerations if the target is China-based.
• The SPAC and potential targets may be subject to various U.S. and PRC regulatory regimes, including CFIUS reviews for certain U.S. targets, PRC cybersecurity and data protection requirements, and antitrust reviews in China.

Status and plan

• The company has no material operating revenues or profits and relies on the sponsor and others for funding.
• Limited operating footprint with a lease in Albany, NY, and two executive officers.
• The business plan is to identify and merge with a target company, after which the combined entity would be a public company and subject to the opportunities and risks typical of SPAC transactions.

One-line summary

• A Cayman-domiciled SPAC formed to raise funds via an IPO and private placement, hold the proceeds in a trust, and complete a one-time initial business combination with a target company, after which the target would become a publicly listed company.