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## Starry Sea Acquisition Corp. Announces Binding Letter of Intent with Forever Young International Limited On September 29, 2025, **Starry Sea Acquisition Corp. (NASDAQ: SSEA)**, a publicly traded **special purpose acquisition company (SPAC)**, announced the signing of a binding Letter of Intent (LOI) for a proposed business combination with **Forever Young International Limited**. **Forever Young** is a health industry company based in China, specializing in providing management and support services to medical institutions. This LOI signals a significant step towards a "de-SPAC transaction" for **SSEA**, which was incorporated as a blank check company with the objective of completing a merger or similar business combination with one or more entities. ## Transaction Details and Valuation The proposed transaction outlines a pre-money equity value for **Forever Young** in the range of approximately **USD 750 million to USD 900 million**. This valuation is subject to confirmatory due diligence by both parties. The consideration for **Forever Young's** shareholders is expected to comprise rollover equity in the form of ordinary shares of the post-closing publicly-listed entity, with each share valued at **$10**. A **sixty (60) day period of mutual exclusivity** has been agreed upon by both parties. This period is designated for the negotiation and execution of a definitive agreement, and it may be extended under specific conditions as outlined in the LOI. ## Implications for SSEA and the SPAC Sector The announcement is anticipated to generate heightened trading volume and potentially increased price volatility for **SSEA** shares, reflecting the inherent uncertainties and speculative interest surrounding SPAC transactions at this stage. While specific market movements immediately following the announcement were not detailed, the conditional nature of an LOI, even a binding one, often leads to an "Uncertain, High Volatility Expected" market sentiment as investors weigh the probabilities of a successful closing. For the broader **SPAC sector**, this development underscores the continued pursuit of target companies by blank-check firms, highlighting the ongoing activity in this segment of the capital markets. The successful completion of such a merger would culminate in **Forever Young** becoming a publicly traded entity, thus offering a new investment avenue within the Chinese healthcare services landscape. ## Forever Young International Limited: Entering the Public Market **Forever Young International Limited** is positioned within China's health industry, where it delivers essential management and support services to various medical institutions. The company's stated mission is to bolster these institutions and contribute to the standardization and quality of primary healthcare services across China. A successful business combination would introduce a new player to the public market with direct exposure to the dynamics and growth potential of the Chinese healthcare sector. This sector is influenced by evolving demographics, policy shifts, and increasing demand for quality medical services. ## Legal and Forward-Looking Considerations The transaction involves a complex legal framework, with **Torres & Zheng at Law, P.C.** and **Beijing Dacheng Law Offices, LLP (Shanghai)** advising **SSEA** on US federal securities, New York State, and PRC law, respectively. **Forever Young** is represented by **Loeb & Loeb LLP** (US federal securities and New York State law), **CM Law** (PRC law), and **Harney Westwood & Riegels** (Cayman Islands law). It is crucial for investors to acknowledge that this announcement contains **forward-looking statements** that inherently involve risks, uncertainties, and assumptions. Factors such as the ability of the parties to execute a definitive agreement, **Forever Young's** operating history, competitive pressures within its industry, and general economic conditions could cause actual results to differ materially from current expectations. **SSEA** is obligated to prepare and file a proxy statement with the **SEC** upon entering a definitive agreement, which will provide comprehensive information about the proposed transaction for its stockholders. ## Outlook and Key Factors to Monitor Looking ahead, the primary focus will be on the progress made during the **sixty-day exclusivity period** towards negotiating and executing a definitive agreement. Investors will closely monitor further announcements regarding the completion of due diligence and the finalization of merger terms. The subsequent filing of a proxy statement with the **SEC** and the scheduling of a stockholder vote will represent critical milestones. The future performance of the combined entity will depend not only on the successful integration of operations but also on the regulatory and economic environment in China, particularly within the healthcare sector. At present, detailed financial projections, analyst estimates for revenue and earnings, and specific valuation ratios for **Forever Young** were not disclosed in the initial announcement, underscoring the need for more comprehensive financial data as the transaction progresses. This information will be vital for a thorough evaluation by the market.
## IPO Market Navigates Selective Investor Enthusiasm with Mixed Debuts U.S. initial public offerings (IPOs) presented a diverse landscape this week, with seven new listings and two special purpose acquisition companies (SPACs) entering the market. While some companies, notably in the space technology and healthcare AI sectors, achieved significant gains, others faced substantial declines, reflecting a highly selective investor environment. The overall activity suggests a renewed, albeit cautious, appetite for growth-oriented companies in public markets. ## Key Debuts and Sector Performance The week was marked by several high-profile debuts across various sectors. **Firefly Aerospace (FLY)**, a space technology company specializing in launch and lunar logistics, completed an upsized IPO, raising **$868 million** by pricing 19.3 million shares at **$45** each. This debut valued the company at a post-IPO market capitalization of **$6.3 billion**. Following its listing on the Nasdaq Global Market on August 7, 2025, Firefly Aerospace's stock finished its first week up **11%**. The company’s strategic focus on the underserved mid-lift market with its **Alpha rocket** and **Blue Ghost lunar lander**, alongside a **$1.1 billion contract backlog** including a **$177 million NASA deal**, fueled investor optimism. Despite reporting a net loss of **$60.1 million** in Q1 2025 and a widening net loss of **$63.8 million** in Q2 2025 on revenues of **$15.5 million**, its Q2 gross margin expanded to **25.7%** due to higher-value contracts. In the healthcare sector, **Heartflow (HTFL)**, a developer of AI-powered coronary imaging tools, also saw a robust debut. The company raised **$316.7 million** through an upsized offering, selling 16.67 million shares at **$19** each. Heartflow's shares surged **51%** in their first week, lifting its market value to approximately **$2.3 billion** after its initial trading day on Nasdaq. The company’s **Heartflow One platform**, which uses AI to create personalized 3D heart models, has been validated by over 600 peer-reviewed publications and is recommended in major clinical guidelines. Heartflow reported Q1 2025 revenue of **$37.2 million**, a **39% year-over-year increase**, though its net loss grew to **$32.3 million**. Conversely, **WhiteFiber (WYFI)**, an AI infrastructure provider utilizing **NVIDIA GPUs**, faced a challenging debut. After raising **$159.4 million** in an upsized IPO by selling 9.375 million shares at **$17.00** each, the company’s stock ended its first week down **10%**. WhiteFiber, a spin-off from **Bit Digital Inc.**, initially achieved a market capitalization of **$619 million**. While the company demonstrated strong Q1 2025 financials with revenues of **$16.8 million** (up 105% YoY) and a net income of **$1.4 million**, and strong profitability metrics such as **EBITDA margins of 34.14%** and gross margins exceeding 60%, its valuation ratios, including a price-to-sales (P/S) ratio of **9.9x**, significantly surpassed the US IT sector average. **CTW Cayman (CTW)**, a Japan-based HTML5 browser gaming company, experienced the most significant setback among the week's IPOs. The company completed a downsized IPO, raising **$12 million** by offering 2.4 million Class A ordinary shares at **$5.00** each, resulting in a post-offering market capitalization of **$240 million**. CTW Cayman's shares declined **46%** in their first week of trading. Despite reporting **$68.4 million** in revenue for FY'24 (up 8.7% YoY) and a net income of **$6.0 million**, investor concerns likely centered on the niche nature of browser gaming in Western markets and the challenges of HTML5 monetization outside Japan. ## Analysis of Market Reaction The divergent performances underscore a market with renewed risk appetite but heightened scrutiny. The strong debuts of Firefly Aerospace and Heartflow reflect investor confidence in innovative technologies with substantial contract backlogs or proven clinical validation. Firefly’s success, despite its current unprofitability, highlights the market