Item 3.02. Unregistered Sales of Equity Securities. The disclosure set forth below in Item 8.01 of this Current Report on Form 8-K with respect to the sale of additional Private Units (as defined below) is incorporated by reference herein. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Units was made pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
OTAI Starlink Ai Acquisition Corp - 8-K
Accession
0001493152-26-0268663.028.019.01
Item 3.02 - Unregistered Sales of Equity Securities
80 words
Item 8.01 - Other Events
523 words · Exhibit 99.1 attached
Item 8.01. Other Events. As previously reported, on May 11, 2026, Starlink AI Acquisition Corporation (the “ Company ”) consummated its initial public offering (“ IPO ”) of 10,000,000 units (the “ Units ,” each a “ Unit ”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (each an “ Ordinary Share ”) and one right (each a “ Right ”), with each Right entitling the holder to receive one-fourth of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $100,000,000 to the Company. Simultaneously with the consummation of the IPO, the Company consummated the private placement of 221,500 Units to the Company’s sponsor, JKapital Ltd. (the “ Sponsor ”), at a price of $10.00 per Unit, generating gross proceeds of $2,215,000. A total of $100,500,000 out of the aggregate gross proceeds was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units to cover over-allotments, if any. On May 20, 2026, the underwriters notified the Company of their partial exercise of the over-allotment option to purchase 500,000 Units (the “ Option Units ”) at a price of $10.00 per Option Unit, generating gross proceeds of $5,000,000. Simultaneously with the consummation of the partial exercise of the over-allotment option, the Company consummated the private placement of 4,750 Units to the Sponsor (the “ Private Units ,” each a “ Private Unit ”), at a price of $10.00 per Private Unit, generating gross proceeds of $47,500. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. The Private Units are identical to the Units sold in the IPO, subject to certain limited exceptions as described in the registration statement on Form S-1 (File No. 333-292878), initially filed by the Company with the U.S. Securities and Exchange Commission (the “ SEC ”) on January 22, 2026, as amended (the “ Registration Statement ”). The Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until 30 days following the completion of the Company’s initial business combination. The Sponsor was also granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. An audited balance sheet as of May 11, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the related transactions, was issued by the Company and included as Exhibit 99.1 to a Current Report on Form 8-K filed with the SEC on May 15, 2026. An unaudited pro forma balance sheet as of May 27, 2026, reflecting the receipt of the proceeds upon the consummation of the partial exercise of the underwriters’ over-allotment option and the related transactions, is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Exhibit 99.1 · 1,025 words
EX-99.1 2 ex99-1.htm EX-99.1 EXHIBIT 99.1 INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT Unaudited Pro Forma Balance Sheet as of May 27, 2026 F-2 Notes to Unaudited Pro Forma Financial Statement F-3 F- 1 STARLINK AI ACQUISITION CORPORATION UNAUDITED PRO FORMA BALANCE SHEET May 27, 2026 May 11, 2026 Pro Forma Adjustments As Adjusted (Unaudited) (Unaudited) Assets Current Assets Cash $ 718,100 $ (22,500 )(h) $ 611,600 (26,000 )(i) (20,000 )(k) (38,000 )(l) Prepaid expenses 71,000 20,200 (i) 90,189 16,444 (k) (15,000 )(l) (2,455 )(m) Total Current Assets 789,100 (87,311 ) 701,789 Cash and investments held in Trust Account 100,500,000 5,000,000 (a) 105,665,011 25,000 (b) 140,011 (e) Deferred offering costs - 22,500 (d) - 175,000 (f) 5,800 (i) (203,300 )(j) Total Assets $ 101,289,100 $ 5,077,700 $ 106,366,800 Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit Current Liabilities Accounts payable and accrued expenses $ 39,667 $ 4,785 (f) $ 6,452 (34,000 )(l) (4,000 )(l) Over-allotment option liability 135,611 (135,611 )(g) - Due to related party 31,585 (22,500 )(h) 9,085 Total Current Liabilities 206,863 (191,326 ) 15,537 Deferred underwriting fee payable 3,500,000 175,000 (f) 3,675,000 Total Liabilities 3,706,863 (16,326 ) 3,690,537 Commitments and Contingencies (Note 6) Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 10,000,000 shares subject to possible redemption 100,500,000 5,000,000 (a) 105,665,011 25,000 (c) 140,011 (e) Shareholders’ Deficit: Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 3,246,500 shares issued and outstanding (excluding 10,000,000 shares subject to possible redemption) 324 0.25 (b) 324 0.22 (d) Accumulated deficit (2,918,087 ) 25,000 (b) 603,051 (25,000 )(c) (140,011 )(e) 22,500 (d) 135,611 (g) (203,300 )(j) 140,011 (e) (4,785 )(f) (3,556 )(k) (15,000 )(l) (2,455 )(m) Total Shareholders’ Deficit (2,917,763 ) (70,985 ) (2,988,748 ) Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Deficit $ 101,289,100 $ 5,077,700 $ 106,366,800 The accompany notes are an integral part of the unaudited pro forma financial statement. F- 2 STARLINK AI ACQUISITION CORPORATION NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT Note 1 - Closing of Over-allotment Option and Additional Private Placement Units The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Starlink AI Acquisition Corporation (the “Company”) as of May 11, 2026, adjusted for the closing of the underwriters’ partial exercise of the over-allotment option and related transactions which occurred on May 27, 2026 as described below. On May 11, 2026, the Company consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units”) at an offering price of $10.00 per Unit generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which JKapital Ltd. (the “Sponsor”), purchased 221,500 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,215,000. The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On May 20, 2026, the underwriters notified the Company of their partial exercise of the over-allotment option to purchase 500,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on May 27, 2026, generating total gross proceeds of $5,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 4,750 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $47,500. A total of $105,525,000 ($10.05 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements Units on May 11, 2026 and May 27, 2026, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee. F- 3 Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows: Pro Forma Entries Debit Credit (a) Cash and investments held in Trust Account $ 5,000,000 Ordinary share subject to possible redemption $ 5,000,000 To record the sale of 500,000 Option Units at $10.00 per Unit (b) Cash and investments held in Trust Account $ 25,000 Ordinary shares (not redeemable) $ 0.25 Additional paid-in capital 24,999.75 To record the sale of 2,500 of the total 4,750 Private Placement Units at $10.00 per Unit (c) Additional paid-in capital $ 25,000 Ordinary share subject to possible redemption $ 25,000 Sponsor contribution of $0.05 per unit on 500,000 units (trust overfunding) -reclass to temporary equity (d) Deferred offering costs $ 22,500 Ordinary shares (not redeemable) $ 0.22 Additional paid-in capital 22,499.78 To record the sale of 2,250 of the total 4,750 Private Placement Units at $10.00 per Unit to pay underwriting commission (0.45% of sale of Option Units proceeds) (e) Cash and investments held in Trust Account $ 140,011 Interest earned in investments held in Trust Account $ 140,011 Additional paid-in capital 140,011 Ordinary share subject to possible redemption 140,011 To record interest earned in Trust Account and to reclass interest income to temporary equity (f) Deferred offering costs - deferred underwriting commission $ 175,000 Deferred underwriting fee payable $ 175,000 Administrative service expense 4,785 Accounts payable and accrued expenses 4,785 To record deferred underwriting commission, bank interest income and accrued expense (g) Over-allotment liability $ 135,611 Additional paid-in capital $ 135,611 To reverse over-allotment option liability (h) Due to related party $ 22,500 Cash $ 22,500 To record sponsor loan used to offset payment of underwriting commission from the Company’s bank account (i) Deferred offering costs $ 5,800 Prepaid expenses 20,200 Cash $ 26,000 To record payment of trust IPO and annual administrative fee (j) Additional paid-in capital $ 203,300 Deferred offering costs $ 203,300 To record the charge of deferred offering costs to APIC (k) Legal fee $ 3,556 Prepaid expenses 16,444 Cash $ 20,000 To record legal compliance fees from May to July 2026 (l) Accrued offering costs $ 34,000 Audit fee 15,000 Accounts payable 4,000 Prepaid expenses $ 15,000 Cash 38,000 To record operating expenses (m) Insurance expense $ 2,455 Prepaid expenses $ 2,455 To record D&O insurance from date of IPO to 5/27/2026, F- 4
Item 9.01 - Financial Statements and Exhibits
33 words
Item 9.01. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description 99.1 Pro Forma Balance Sheet as of May 27, 2026 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)