If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Consists of (i) 247,121 ordinary shares underlying the private placement units held directly by STARRY SEA INVESTMENT LIMITED and (ii) 1,232,500 ordinary shares held directly by STARRY SEA INVESTMENT LIMITED. (2) The Sponsor is the record holder of the shares reported herein. Mr. Guojian Zhang is the sole director and sole shareholder of the Sponsor. As such, Mr. Zhang is deemed to hold voting and dispositive control over the securities held directly by the Sponsor. (3) Based on ordinary shares deemed to be outstanding, including (i) 5,750,000 ordinary shares underlying issued and outstanding public units, (ii) 1,232,500 ordinary shares held by STARRY SEA INVESTMENT LIMITED, (iii) 205,000 ordinary shares held by the directors and officers of the Issuer, (iv) 247,121 ordinary shares underlying the private placement units held by STARRY SEA INVESTMENT LIMITED, and (iv) 201,250 ordinary shares issued to the representative of the underwriters in the Issuer's initial public offering, as set forth in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(4) on August 8, 2025 (the "Final Prospectus").


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Mr. Guojian Zhang is the sole director and sole shareholder of the Sponsor. As such, Mr. Zhang is deemed to hold voting and dispositive control over the securities held directly by the Sponsor. (2) Based on ordinary shares deemed to be outstanding, including (i) 5,750,000 ordinary shares underlying issued and outstanding public units, (ii) 1,232,500 ordinary shares held by STARRY SEA INVESTMENT LIMITED, (iii) 205,000 ordinary shares held by the directors and officers of the Issuer, (iv) 247,121 ordinary shares underlying the private placement units held by STARRY SEA INVESTMENT LIMITED, and (iv) 201,250 ordinary shares issued to the representative of the underwriters in the Issuer's initial public offering, as set forth in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(4) on August 8, 2025 (the "Final Prospectus").


SCHEDULE 13D


 
STARRY SEA INVESTMENT Ltd
 
Signature:/s/ Guojian Zhang
Name/Title:Guojian Zhang, Director
Date:08/18/2025
 
Zhang Guojian
 
Signature:/s/ Guojian Zhang
Name/Title:Guojian Zhang, Director
Date:08/18/2025