Starry Sea Acquisition Corp

1. 1

   Charter Amendment Proposal

   ManagementBoard: FOR

   Approve a special resolution adopting the Third Amended and Restated Memorandum and Articles of Association to extend SSEA’s business-combination deadline from November 7, 2026 to November 7, 2027, through up to twelve one-month extensions.

   More detail

   The proposal asks shareholders to approve a special resolution replacing SSEA’s existing charter with a Third Amended and Restated Memorandum and Articles of Association. The amendment would extend the deadline for completing an initial business combination from November 7, 2026 to November 7, 2027. The extension would be available in as many as twelve one-month increments rather than as a single automatic extension. The company’s ability to use the extended period is conditioned on approval of both this charter amendment and the related trust-agreement amendment. SSEA says it needs additional time because it has entered into a merger agreement with SuperiorMed Holdings Limited and is working toward the SMH Business Combination. If the proposal and the trust amendment are not approved, or if the transaction is not completed by the applicable deadline, SSEA would cease operations, redeem public shares from the trust account, and liquidate. Public shareholders may seek redemption in connection with the meeting if both amendments become effective, while the Sponsor and insiders have waived or lack comparable redemption and liquidation rights for their founder interests. The Board unanimously recommends voting FOR because it believes preserving additional time to complete the transaction is preferable to a forced liquidation.

2. 2

   Trust Agreement Amendment Proposal

   ManagementBoard: FOR

   Approve an amendment to SSEA’s investment management trust agreement allowing up to twelve one-month extensions of the business-combination deadline through November 7, 2027, funded by monthly deposits into the trust account equal to the lesser of $60,000 or $0.033 per remaining public share.

   More detail

   The proposal asks shareholders to amend SSEA’s investment management trust agreement to support the same deadline extension contemplated by the charter amendment. If approved, SSEA could extend the combination period by up to twelve one-month periods, from November 7, 2026 through November 7, 2027. For each extension, the amount deposited into the trust account would be the lesser of $60,000 for all remaining public shares or $0.033 for each remaining public share after meeting-related redemptions. The Sponsor, its affiliates, or designees are expected to fund the deposits through non-interest-bearing loans to SSEA. Those loans would generally be repayable upon completion of a business combination and forgiven if no business combination is completed, except to the extent SSEA has funds outside the trust account. The amendment includes a 30-day cure period for a missed deposit, after which the trust account would be liquidated and distributed to public shareholders. Approval is required from at least 50% of SSEA’s outstanding ordinary shares and is expressly conditioned on approval of the charter amendment. The Board unanimously recommends voting FOR because it believes the amendment gives SSEA a needed opportunity to complete the proposed SMH transaction and is in shareholders’ best interests.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize the Chairman to adjourn the Extraordinary General Meeting to a later date or dates if necessary, including to solicit additional proxies or obtain sufficient votes on the other proposals.

   More detail

   The proposal asks shareholders to authorize the chairman of the Extraordinary General Meeting to adjourn the meeting to a later date or dates. The authority is intended to permit further solicitation of proxies and additional time to obtain votes supporting the charter and trust-agreement amendments. The proposal would be put to a vote only if there are insufficient votes to approve one or both of those principal proposals at the scheduled meeting. It is not conditioned on approval of either principal amendment. Approval requires an ordinary resolution, described as a simple majority of the shareholders entitled to vote who vote in person or by proxy. If shareholders reject the adjournment authority, the Board may be unable to postpone the meeting when the vote tally is insufficient. The practical significance is therefore procedural rather than substantive, because it does not itself extend the business-combination deadline or amend the trust agreement. The Board unanimously recommends voting FOR because adjournment could help SSEA secure the approvals needed to continue pursuing the proposed SMH Business Combination. If the principal amendments ultimately fail, SSEA could be required to redeem public shares and liquidate.

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When is the Starry Sea Acquisition Corp 2026 special meeting?

Starry Sea Acquisition Corp (SSEAU) holds its 2026 special shareholder meeting on Friday, October 9, 2026.

What is the record date for the Starry Sea Acquisition Corp 2026 meeting?

The record date for the Starry Sea Acquisition Corp 2026 meeting is Wednesday, September 16, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Starry Sea Acquisition Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Starry Sea Acquisition Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.