What private placement Units did the OTAI sponsor purchase?

Sponsor JKapital Ltd. bought 221,500 Private Placement Units at $10.00 each for $2,215,000 at IPO closing, plus 4,750 additional Private Units at $10.00 each for $47,500 upon over-allotment closing.

Starlink AI Acquisition (OTAI) adds $5M via SPAC over-allotment and private units

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Starlink AI Acquisition Corporation reports the partial exercise of its IPO over-allotment option and related private placements, updating its post-IPO balance sheet. Underwriters purchased 500,000 additional Units at $10.00 each, adding $5,000,000 of gross proceeds. The sponsor bought 4,750 additional Private Units at $10.00 per unit, contributing another $47,500.

Including the initial 10,000,000 Units sold in the IPO for $100,000,000 and 221,500 Private Placement Units for $2,215,000, a total of $105,525,000 was placed in a trust account as of May 27, 2026. The unaudited pro forma balance sheet shows total assets of $106,366,800, with $105,665,011 recorded as ordinary shares subject to possible redemption.

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

IPO Units sold: 10,000,000 Units at $10.00 Over-allotment Units: 500,000 Units at $10.00 Initial private placement: 221,500 Units for $2,215,000 +4 more

7 metrics

IPO Units sold 10,000,000 Units at $10.00 Initial public offering gross proceeds $100,000,000 on May 11, 2026

Over-allotment Units 500,000 Units at $10.00 Partial over-allotment exercise, gross proceeds $5,000,000 on May 27, 2026

Initial private placement 221,500 Units for $2,215,000 Private Placement Units sold to Sponsor JKapital Ltd.

Additional Private Units 4,750 Units for $47,500 Private Units sold to Sponsor with over-allotment closing

Trust account balance $105,525,000 Net proceeds from IPO, Option Units and Private Placement Units placed in trust

Pro forma total assets $106,366,800 Unaudited pro forma balance sheet as of May 27, 2026

Shares subject to redemption $105,665,011 Ordinary shares subject to possible redemption as of May 27, 2026

Key Terms

over-allotment option, Private Placement Units, ordinary shares subject to possible redemption, trust account, +1 more

5 terms

over-allotment option financial

"the underwriters’ partial exercise of the over-allotment option to purchase 500,000 Units"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Private Placement Units financial

"purchased 221,500 units (the “Private Placement Units”) at a price of $10.00"

ordinary shares subject to possible redemption financial

"10,000,000 shares subject to possible redemption | | 100,500,000"

trust account financial

"were placed in a trust account with Continental Stock Transfer & Trust acting as trustee"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

deferred underwriting fee payable financial

"Deferred underwriting fee payable | | 3,500,000"

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Understanding 8-K Material Events →

06/02/2026 - 04:05 PM

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/A00-0000000
(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.

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

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

Source: View Original Filing on SEC EDGAR

FAQ

What over-allotment option did Starlink AI Acquisition (OTAI) exercise?

Starlink AI Acquisition’s underwriters partially exercised their over-allotment option for 500,000 additional Units at $10.00 per Unit. This added $5,000,000 of gross proceeds to the SPAC’s IPO capital base.

How much cash did Starlink AI Acquisition (OTAI) raise in its IPO Units?

The company sold 10,000,000 Units at $10.00 per Unit in its IPO, generating $100,000,000 of gross proceeds. These Units each include one ordinary share and one right to a quarter share.

How much did Starlink AI Acquisition (OTAI) place in its trust account?

A total of $105,525,000, equal to $10.05 per Unit, was deposited into a trust account. This amount includes proceeds from the IPO Units, over-allotment Option Units, and related private placements.

What does the OTAI pro forma balance sheet show after the over-allotment?

The unaudited pro forma balance sheet as of May 27, 2026 shows total assets of $106,366,800, including $105,665,011 classified as ordinary shares subject to possible redemption by public shareholders.

Were underwriting discounts paid on the OTAI additional Private Units?

No underwriting discounts or commissions were paid on the sale of the additional Private Units. These securities were issued under Section 4(a)(2) of the Securities Act as transactions not involving a public offering.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EX-99.1 76.6 KB