UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| N/A | ||||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S.
Employer Identification No.) |
| | ||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
| 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 | ||
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 | ||
| 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 |