Starlink AI Acquisition Corp

8-K · form8-k.htm

0002094076

 2026-05-27
 2026-05-27

 0002094076

 OTAI:UnitsEachConsistingOfOneOrdinaryShareParValueUs0.0001PerShareAndOneRightToReceiveOnefourth14OfOneOrdinaryShareMember

 2026-05-27
 2026-05-27

 0002094076

 OTAI:OrdinarySharesParValueUs0.0001PerShareMember

 2026-05-27
 2026-05-27

 0002094076

 OTAI:RightsEachEntitlingHolderToReceiveOnefourth14OfOneOrdinaryShareUponCompletionOfInitialBusinessCombinationMember

 2026-05-27
 2026-05-27

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 iso4217:USD

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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
DC 20549

  

 FORM
 8-K

  

 CURRENT
REPORT

 Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

  

 Date
of Report (Date of earliest event reported):

 May
27, 2026

  

 Starlink
AI Acquisition Corporation

 (Exact
Name of Registrant as Specified in its Charter)

  

 Cayman
 Islands
  
 001-43274
  
 N/A 00-0000000

 (State
 or other jurisdiction

 of incorporation)
  
 (Commission

 File Number)
  
 (I.R.S.
 Employer

 Identification No.)

  

 605W
 W 42nd Street , New York NY
  
 10036

 (Address
 of Principal Executive Offices)
  
 (Zip
 Code)

  

 Registrant’s
telephone number, including area code: ( 347 ) 275 0282

  

 Not
 Applicable

 (Former
 name or former address, if changed since last report)

  

 Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):

  

 ☐
 Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  
  

 ☐
 Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  
  

 ☐
 Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities
registered pursuant to Section 12(b) of the Act:

  

 Title
 of each class
  
 Trading
 Symbol(s)
  
 Name
 of each exchange on which

 registered

 Units,
 each consisting of one ordinary share, par value US$0.0001 per share, and one right to receive one-fourth (1/4) of one ordinary share
  
 OTAIU
  
 The
 New York Stock Exchange

 Ordinary
 shares, par value US$0.0001 per share
  
 OTAI
  
 The
 New York Stock Exchange

 Rights,
 each entitling the holder to receive one-fourth (1/4) of one ordinary share upon completion of an initial business combination
  
 OTAIR
  
 The
 New York Stock Exchange

  

 Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ☒

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 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.

  

 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.

  

 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)

  

  

  

  

 SIGNATURES

  

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.

  

 Date:
June 2 , 2026

  

  
 Starlink
 AI Acquisition Corporation

  
  

  
 By:
 /s/
 Gus Liu

  
 Name:
 Gus Liu

  
 Title:

 Chairman of Board of
 Directors and Chief Executive Officer