#United States #New York #Forever Young #business combination #Starry Sea

Starry Sea Acquisition Corp. Advances Business Combination with Forever Young International Limited

In a significant development for investors and stakeholders alike, Starry Sea Acquisition Corp. (NASDAQ: SSEA), a special purpose acquisition company, has taken crucial steps towards a merger with Forever Young International Limited. The signing of a binding letter of intent (LOI) marks a pivotal moment in SSEA's strategy, demonstrating both confidence and commitment in their plans as they aim to redefine healthcare services in China.

The Agreement Details

Announced on September 29, 2025, this LOI signifies the intent to establish a concrete business combination with Forever Young, a company that is actively engaged in providing management and support services to various medical institutions across China. The agreement indicates that SSEA and Forever Young are committed to negotiating a definitive agreement in a timely manner, with the goal of solidifying their partnership.

The LOI outlines that Forever Young will be valued in the range of $750 million to $900 million before the deal is finalized, subject to mutual due diligence. This valuation reflects a strategic outlook on the growth potential within the healthcare sector in China. Furthermore, shareholders of Forever Young are expected to receive rollover equity in the form of ordinary shares of the future publicly-listed entity, which will be priced at $10 per share.

Both companies have entered into a 60-day mutual exclusivity agreement, enabling them to focus on the negotiations without interference from competing offers. This period may be extended under specific conditions detailed in the LOI.

Legal Representation and Advisory

To navigate the complexities of this transaction, SSEA has engaged legal advisors from Torres Zheng at Law, P.C. for U.S. federal securities law and Beijing Dacheng Law Offices, LLP for matters concerning PRC law. Forever Young is represented by Loeb & Loeb LLP for U.S. legal concerns, alongside other firms covering PRC and Cayman Islands law. This extensive legal support underscores the anticipated complexity and importance of the merger.

Who is Forever Young International Limited?

Forever Young is a distinguished player in the Chinese healthcare sector, focusing on enhancing the operational framework of medical institutions. Their innovative approach aims to bolster the quality and standardization of primary healthcare services in China. This merger is not simply a financial transaction; it's a blend of goals aimed at improving medical infrastructure and delivering better healthcare to the population.

Looking Ahead

With the signing of the LOI, SSEA and Forever Young are set on a path to reshape the landscape of healthcare services in their respective domains. However, it's crucial to note that while the synergy appears promising, the transaction still faces risks, uncertainties, and the need for regulatory approvals, as highlighted by SSEA's statements on forward-looking statements. Successful completion will depend significantly on ongoing negotiations, market conditions, and regulatory environments.

In light of this development, investors and stakeholders should stay informed about the upcoming proxy statement, which SSEA will prepare and submit to the Securities and Exchange Commission (SEC) as part of the process. This document will detail essential information regarding the proposed business combination, helping to ensure transparency throughout this transformative phase.

Conclusion

In conclusion, the binding letter of intent for a merger between Starry Sea Acquisition Corp. and Forever Young International Limited is a compelling step forward not only for the involved companies but also for the broader healthcare sector in China. As the negotiations progress, the focus will now shift to crafting a definitive agreement that will culminate in a robust partnership aimed at delivering enhanced healthcare services and fostering growth within the industry.