Starry Sea Acquisition Corp filed an 8-K for earliest event August 22, 2026, reporting entry into an Agreement and Plan of Merger with SuperiorMed Holdings Limited and related parties. Purchaser is SuperiorMed Healthcare Group (SSEA wholly owned); Merger Sub is SuperiorMed Healthcare MergerCo. Principal Shareholders and Dubai free-zone sub SuperiorMed Healthcare Management FZ-LLC are parties; Dale Li signs as Principal Shareholders’ representative. Exhibit 2.1 is the merger agreement; Exhibit 10.1 a shareholder support agreement; Exhibit 99.1 a press release under Item 7.01 (furnished, not filed). Structure is a dual merger: SSEA merges into Purchaser (SPAC Merger), and Merger Sub merges into SuperiorMed with SuperiorMed surviving so Purchaser owns 100% (Acquisition Merger). Post-close Purchaser ordinary shares reclassify into Class A (one vote) and Class B (ten votes). Aggregate Acquisition Merger consideration is Purchaser Ordinary Shares equal to SuperiorMed net value of $200,000,000 divided by $10.00 per share (Closing Payment Shares). Board at close: five directors—one independent designated by Parent; four designated by SuperiorMed (including Dale Li; two independent under NYSE/Nasdaq rules). On the SPAC side, units separate; each SSEA ordinary share becomes one Purchaser Class A Ordinary Share. Each outstanding Parent Right becomes one Purchaser Right, then at Closing all Purchaser Rights cancel for one-sixth (1/6) of one Purchaser Class A Ordinary Share per right. That is the stated rights settlement into equity at close—not a cash payout on the right. Close-path (Pulse): definitive agreement is signed; path runs through Form F-4 registration statement with SSEA proxy/prospectus, SSEA and SuperiorMed shareholder approvals, effectiveness without stop order, Additional Agreements, dual Cayman filings, exchange listing of Purchaser securities and approval of merger-consideration listing, and no legal bar. Outside Date is the later of May 7, 2027 and the last day of SSEA’s combination period as extendable under its charter. SuperiorMed shareholders concurrently locked into support (no transfer; vote for the deal) until close or agreement termination. Lock-up at close for specified SuperiorMed founders/management and Sponsor Transaction Shares: earlier of 180 days post-close or $12.00 close for 20 trading days in any 30-day period; private/estate exceptions only, no public sales before release. A&R registration rights contemplated among Purchaser, SuperiorMed, SSEA, Principal Shareholders, and certain SSEA holders. Cash (V): the 8-K recites customary trust-fund representations and covenants and references PIPE-related obligations and “certain funding” settlement conditions, but it does not state trust balance, per-share redemption value, PIPE size or terms, minimum cash, or expected redemptions. Rights economics here are share delivery (1/6) at Closing, not incremental trust cash. What the filing does not say: no target financial statements or revenue figures beyond the agreed $200,000,000 net value; no sponsor promote or public share counts; no stated timeline to F-4 filing or meeting date; no quantified break fee; termination is breach (15-day cure), approval failure, regulatory impossibility, or Outside Date—without cash damages spelled out in the summary. Full terms sit in Exhibit 2.1; schedules omitted under Item 601(b)(2).

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