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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
7, 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
1.01. Entry into a Material Definitive Agreement
On
May 7, 2026, the registration statement on Form S-1 (File No. 333-292878) (the “Registration Statement”) initially
filed by Starlink AI Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Company”)
with the U.S. Securities and Exchange Commission (the “Commission”) on January 22, 2026, as amended (the “Registration
Statement”), relating to the initial public offering of the Company (the “IPO”) was declared effective by
the Commission.
On
May 11, 2026, the Company consummated its IPO of 10,000,000 units (the “Units”). Each Unit consists of one ordinary
share of the Company, par value $0.0001 per share (“Ordinary Shares,” each an “Ordinary Share”),
and one right (a “Right”), with each Right entitling the holder to receive one-fourth (1/4) of an 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.
In
connection with its IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the
Registration Statement:
| ● |
Underwriting
Agreement, dated May 7, 2026, by and between the Company and A.G.P./Alliance Global Partners. |
| ● |
Rights
Agreement, dated May 7, 2026, by and between the Company and Continental Stock Transfer & Trust Company; |
| ● |
Letter
Agreements, dated May 7, 2026, among the Company, the Sponsor and certain security holders; |
| ● |
Investment
Management Trust Agreement, dated May 7, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee; |
| ● |
Registration
Rights Agreement, dated May 7, 2026, between the Company and the Company’s sponsor, JKapital Ltd. (the “Sponsor”); |
| ● |
Private
Units Purchase Agreement, dated January 19, 2026, and as amended on April 23, 2026, by and between the Company and the Sponsor;
and |
| ● |
Administrative
Services Agreement, dated January 19, 2026, by and between the Company and the Sponsor. |
| ● |
Indemnity Agreement, dated April 28, 2026, by and between
the Company and each of the officers and directors of the Company, effective upon effectiveness of the Registration Statement. |
The
above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated
by reference herein and filed herewith as Exhibits 1.1, 4.1, 10.1 through 10.14, respectively.
Item
3.02. Unregistered Sales of Equity Securities
Simultaneously
with the closing of the IPO on May 11, 2026, the Company consummated the private placement (the “Private Placement”)
with the Sponsor, of 221,500 units (the “Private Units”) at a price of $10.00 per Private Unit, generating total gross
proceeds of $2,215,000.
The
Private Units are identical to the Units sold in the IPO, subject to certain limited exceptions as described in 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.
The
Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a
public offering. No underwriting discounts or commissions were paid with respect to the Private Placement.
Item
5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
Effective
on May 7, 2026, in connection with the effectiveness of the Registration Statement, Richard Lu and Xue Feng have become directors of
the Company.
The
board has determined that each of Richard Lu and Xue Feng qualifies as an independent director under the requirements of the New York
Stock Exchange (the “NYSE”) listing standards and under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and that Richard Lu qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5)
of Regulation S-K under the Exchange Act.
Gus
Liu, Richard Lu and Xue Feng are members of the audit committee of the Company’s board of directors. Under the “phase-in”
rules of the NYSE, the Company will have three independent directors on its audit committee within one year of the listing date. Richard
Lu and Xue Feng are members of the compensation committee and the nominating and corporate governance committee. Xue Feng is the chair
of the compensation committee. Richard Lu is the chair of the audit committee and the nominating and corporate governance committee.
The
Company will reimburse its officers and directors for reasonable out-of-pocket expenses incurred by them in connection with certain activities
on the Company’s behalf, such as identifying and investigating possible target businesses for business combinations.
Other
than as set forth in Item 1.01 and above, none of the Company’s directors are party to any arrangement or understanding with any
person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item
404(a) of Regulation S-K involving the Company.
Item
5.03. Amendments to Memorandum and Articles of Association.
Effective
on May 7, 2026, in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association (the
“Amended and Restated MAA”). The terms of the Amended and Restated MAA are set forth in the Registration Statement
and are incorporated herein by reference. A copy of the Amended and Restated MAA is attached as Exhibit 3.1 hereto and is incorporated
by reference herein.
Item
8.01. Other Events.
As
of May 11, 2026, a total of $100,500,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account
established for the benefit of the Company’s public shareholders, with Continental Stock Transfer and Trust Company acting as trustee,
and held as cash or invested only in (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury
obligations or (ii) an interest bearing bank demand deposit account or other accounts at a bank. Except with respect to interest earned
on the funds held in the trust account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO and the
sale of the Private Units will not be released from the trust account until the earliest of (i) the completion of the Company’s
initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business
combination within the completion window, subject to applicable law, or (iii) the redemption of the Company’s public shares properly
submitted in connection with a shareholder vote to amend its Amended and Restated MAA to (A) modify the substance or timing of the Company’s
obligation to allow redemption in connection with its initial business combination or to redeem 100% of its public shares if it has not
consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating
to shareholders’ rights or pre-initial business combination activity. An audited balance sheet as of May 11, 2026 reflecting receipt
of the proceeds upon consummation of the IPO and the Private Placement will be filed within four business days of the consummation of
the IPO.
On
May 7, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference, announcing the pricing of the IPO.
On
May 11, 2026, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K and
is incorporated herein by reference, announcing the closing of the IPO.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
| Exhibit
No. |
|
Description |
| 1.1† |
|
Underwriting Agreement, dated May 7, 2026, between the Company and A.G.P./Alliance Global Partners. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| 4.1 |
|
Rights Agreement, dated May 7, 2026, between the Company and Continental Stock Transfer & Trust Company. |
| 10.1 |
|
The Private Units Purchase Agreement, dated January 19, 2026, between the Company and JKapital Ltd. |
| 10.2 |
|
Amendment to the Private Units Purchase Agreement, dated April 23, 2026, between the Company and JKapital Ltd. |
| 10.3 |
|
Administrative Services Agreement, dated January 19, 2026, between the Company and the Sponsor. |
| 10.4 |
|
Letter Agreement, dated May 7, 2026, among the Company, JKapital Ltd. |
| 10.5 |
|
Letter Agreement, dated May 7, 2026, among the Company, Gus Liu. |
| 10.6 |
|
Letter Agreement, dated May 7, 2026, among the Company, Gracie Gao. |
| 10.7 |
|
Letter Agreement, dated May 7, 2026, among the Company, Richard Lu. |
| 10.8 |
|
Letter Agreement, dated May 7, 2026, among the Company, Xue Feng. |
| 10.9† |
|
Investment Management Trust Agreement, dated May 7, 2026, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| 10.10 |
|
Registration Rights Agreement, dated May 7, 2026, between the Company and JKapital Ltd. |
| 10.11† |
|
Indemnity Agreement, dated April 28, 2026, by and between the Company and Gus Liu. |
| 10.12† |
|
Indemnity Agreement, dated April 28, 2026, by and between the Company and Gracie Gao. |
| 10.13† |
|
Indemnity Agreement, dated April 28, 2026, by and between the Company and Richard Lu. |
| 10.14† |
|
Indemnity Agreement, dated April 28, 2026, by and between the Company and Xue Feng. |
| 99.1 |
|
Press release, dated May 7, 2026. |
| 99.2 |
|
Press release, dated May 11, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| †
Certain identified information has been excluded from these exhibits because it is not material and is the type of information that
the Company customarily and actually treats as private and confidential. Redacted information is indicated by [***]. |
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:
May 12, 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
Starlink AI Acquisition Corporation Prices $100 Million Initial Public
Offering
New York, New York – May 7, 2026 –
Starlink AI Acquisition Corporation, a blank check company incorporated in the Cayman Islands as an exempted company with limited liability
(the “Company”), today announced the pricing of its initial public offering (the “IPO” or this “Offering”)
of 10,000,000 units (the “units”) at an offering price of $10.00 per unit, with each unit consisting of one ordinary share
(collectively, the “ordinary shares”) and one right (collectively, the “rights”) to receive one-fourth (1/4) of
one ordinary share upon the consummation of an initial business combination. The units are expected to trade on The New York Stock Exchange
(“NYSE”) under the ticker symbol “OTAIU” beginning on May 8, 2026. The Company expects the IPO to close on May
11, 2026, subject to customary closing conditions. Once the securities comprising the units begin separate trading, the ordinary shares
and the rights are expected to be traded on NYSE under the symbols “OTAI” and “OTAIR,” respectively.
A.G.P./Alliance Global Partners (“A.G.P.”)
is acting as the sole book-running manager for the Offering.
The Company has granted A.G.P. a 45-day option to
purchase up to an additional 1,500,000 units to cover over-allotments, if any.
A registration statement on Form S-1 relating to
the securities, as amended (File No. 333-292878) was previously filed with the Securities and Exchange Commission (“SEC”)
and declared effective on May 7, 2026. This Offering is being made only by means of a prospectus forming part of the effective registration
statement. Copies of the prospectus are available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus
may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060,
or by email at prospectus@allianceg.com.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such state or other jurisdiction. No securities regulatory authority has either approved or disapproved of the contents of this press
release.
About Starlink AI Acquisition Corporation
The Company is a blank check company incorporated
in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses or entities. The Company intends to conduct
a search for target businesses without being limited to a particular industry.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance
can be given that the Offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the Offering
will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus
for the IPO filed with the SEC. Copies are available on the SEC’s website at www.sec.gov. The Company undertakes
no obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in
the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is
based, except as required by law.
Contact:
Starlink AI Acquisition Corporation
Attn: Gus Liu
E-mail: hengsenburgliu@gmail.com
Exhibit 99.2
Starlink
AI Acquisition Corporation Announces Closing of $100 Million Initial Public Offering
New
York, New York – May 11, 2026 – Starlink AI Acquisition Corporation, a blank check company incorporated in the Cayman
Islands as an exempted company with limited liability (the “Company”), today announced the closing of its initial public
offering (the “IPO” or this “Offering”) of 10,000,000 units (each, a “Unit” and collectively, the
“Units”) at an offering price of $10.00 per Unit, for aggregate gross proceeds of $100,000,000. The Units began trading on
The New York Stock Exchange (“NYSE”) on May 8, 2026 under the ticker symbol “OTAIU.” Each Unit consists of one
ordinary share (each, an “ordinary share” and collectively, the “ordinary shares”) and one right (collectively,
the “rights”) to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business combination.
Once the securities comprising the Units begin separate trading, the ordinary shares and the rights are expected to be traded on NYSE
under the symbols “OTAI” and “OTAIR,” respectively.
A.G.P./Alliance
Global Partners acted as the sole book-running manager for this Offering.
A
registration statement on Form S-1 relating to the securities, as amended (File No. 333-292878) was previously filed with the Securities
and Exchange Commission (“SEC”) and declared effective on May 7, 2026. This Offering was made only by means of a prospectus
forming part of the effective registration statement. Copies of the final prospectus may be obtained from A.G.P./Alliance Global Partners,
590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This
press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale
of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration
or qualification under the securities laws of any such state or other jurisdiction. No securities regulatory authority has either approved
or disapproved of the contents of this press release.
About
Starlink AI Acquisition Corporation
The
Company is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of
effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses or entities. The Company intends to conduct a search for target businesses without being limited to a particular industry.
Forward-Looking
Statements
This
press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search
for an initial business combination. No assurance can be given that the Offering discussed above will be completed on the terms described,
or at all, or that the net proceeds of the Offering will be used as indicated. Forward-looking statements are subject to numerous conditions,
many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration
statement and final prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website at www.sec.gov.
The Company undertakes no obligation to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based, except as required by law.
Contact:
Starlink
AI Acquisition Corporation
Attn:
Gus Liu
E-mail:
hengsenburgliu@gmail.com
