Starlink AI Acquisition Corporation filed a Form 8-K on November 3, 2026, disclosing that on October 30, 2026, it entered into a Business Combination Agreement with Spider Digital Technology Ltd. and related entities for a transaction valuing Spider Digital at $250,000,000.

Key Highlights

  • Agreement date: The Business Combination Agreement was signed on October 30, 2026, between Starlink AI Acquisition Corporation, Spider Digital Technology Ltd., and affiliated merger entities.
  • Spider Digital valuation: According to the filing, Spider Digital is valued at $250,000,000 under the terms of the agreement.
  • PubCo shares to Spider Digital shareholders: The filing discloses that an aggregate of 25,000,000 PubCo Ordinary Shares will be issuable to Spider Digital shareholders, based on a $10.00 per-share price.
  • Post-combination listing: PubCo's ordinary shares are expected to be listed on the New York Stock Exchange upon consummation of the Business Combination, per the filing.
  • Sponsor Loan repayment: The filing states that amounts repaid to sponsor JKapital Ltd. in OTAI units may not exceed $1,000,000 in the aggregate, with any excess repaid in cash.
  • Net tangible assets requirement: The filing specifies that OTAI must have at least $5,000,001 of net tangible assets upon closing of the Second Merger.
  • Board composition: PubCo's board will consist of five directors, three designated by Spider Digital, one independent director designated by the Sponsor, and one independent director mutually agreed upon by both parties, according to the filing.

Starlink AI and Spider Digital Merger Structure and Terms

According to the Form 8-K filed with the SEC, Starlink AI Acquisition Corporation (NYSE:OTAI) entered into a Business Combination Agreement on October 30, 2026, with Spider Digital Technology Ltd., a Cayman Islands exempted company headquartered in Singapore. The filing describes Spider Digital as "a technology company dedicated to blockchain research and ecosystem development" that has concentrated on cryptocurrency mining pool operations. The agreement also involves PubCo (Spider Digital Technology Group), Merger Sub I (Spider Digital Merger Ltd), and Merger Sub II (StarLink AI Merger Ltd), all Cayman Islands exempted companies.

The filing outlines a two-step merger process. In the First Merger, Merger Sub I will merge into Spider Digital, with Spider Digital surviving as a wholly owned subsidiary of PubCo. No later than one business day after the First Merger closes, Merger Sub II will merge into OTAI, with OTAI surviving as a wholly owned subsidiary of PubCo. The exchange ratio for Spider Digital shareholders is calculated as $250,000,000 divided by $10.00, then divided by the number of Spider Digital Ordinary Shares outstanding on a fully diluted and as-converted basis, resulting in 25,000,000 PubCo Ordinary Shares issuable to Spider Digital shareholders. Each outstanding OTAI Ordinary Share will be exchanged one-for-one for a newly issued PubCo Ordinary Share, and every four OTAI rights will be exchanged for one PubCo Ordinary Share.

The filing notes that closing conditions include approval by shareholders of both OTAI and Spider Digital, effectiveness of a Form F-4 registration statement to be filed by PubCo, NYSE listing approval, and delivery by Spider Digital of audited financial statements meeting applicable SEC requirements. The filing further states that the Business Combination Agreement does not include a minimum cash condition, and that completion of any Transaction Financing is not a condition to closing. The board of PubCo will be chaired by Mr. Chen Hua, described in the filing as Spider Digital's founder.

What Was Disclosed

Starlink AI Acquisition Corporation disclosed a Business Combination Agreement dated October 30, 2026, under which it will combine with Spider Digital Technology Ltd. in a transaction valuing Spider Digital at $250,000,000, with PubCo expected to list on the New York Stock Exchange.