Starlink AI Acquisition Corporation filed a current report 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 in a transaction that values Spider Digital at $250,000,000.

Key Highlights

  • Business Combination signed October 30, 2026: Starlink AI Acquisition Corporation entered into a Business Combination Agreement with Spider Digital Technology Ltd., a Singapore-headquartered blockchain and cryptocurrency mining pool company.
  • Spider Digital valued at $250,000,000: Under the agreement, Spider Digital shareholders will receive an aggregate of 25,000,000 PubCo Ordinary Shares, based on a $10.00 per-share reference price.
  • Two-step merger structure: Merger Sub I will merge into Spider Digital, followed by Merger Sub II merging into OTAI, with PubCo becoming the publicly traded holding company listed on the New York Stock Exchange.
  • No minimum cash condition: According to the filing, the Business Combination Agreement does not include a minimum cash condition, and completion of any Transaction Financing is not a condition to closing.
  • Sponsor Loan provision: Amounts owed to sponsor JKapital Ltd. may be repaid in cash or in OTAI units at $10.00 per unit, with unit repayment capped at $1,000,000 in the aggregate.
  • Five-member PubCo board: The post-closing board will consist of five directors, with three designated by Spider Digital, one independent director designated by the Sponsor, and one mutually agreed upon; Mr. Chen Hua, Spider Digital's founder, will serve as chair.
  • Net tangible assets requirement: OTAI must have at least $5,000,001 of net tangible assets upon closing of the Second Merger as a condition to consummating the Business Combination.

Starlink AI and Spider Digital Structure a Two-Step Merger Toward NYSE Listing

According to the filing, Starlink AI Acquisition Corporation (NYSE:OTAI) and Spider Digital Technology Ltd. executed a Business Combination Agreement on October 30, 2026. Spider Digital is described in the filing as a technology company headquartered in Singapore that is "dedicated to blockchain research and ecosystem development" and that "operates its own proprietary mining pool system and maintains independent block generation capabilities." The filing states the company "does not share mining pool control rights or hashrate scheduling authority with third-party operators."

The transaction is structured as a two-step merger. In the first step, Merger Sub I merges into Spider Digital, leaving Spider Digital as a wholly owned subsidiary of PubCo. No later than one business day after that closing, Merger Sub II merges into OTAI, with OTAI surviving as a wholly owned subsidiary of PubCo. Upon completion, PubCo's ordinary shares are expected to be listed on the New York Stock Exchange. Under the exchange terms, each outstanding OTAI ordinary share will convert into one PubCo ordinary share, and every four OTAI rights will convert into one PubCo ordinary share, with fractional entitlements rounded down.

Closing conditions disclosed in the filing include shareholder approvals from both OTAI and Spider Digital, effectiveness of a Form F-4 registration statement to be filed by PubCo, New York Stock Exchange approval of PubCo's listing application, delivery of audited financial statements by Spider Digital meeting applicable SEC requirements, and the absence of a material adverse effect with respect to either party. The Sponsor's right to designate one independent director to PubCo's board continues for so long as the Sponsor and its affiliates hold at least five percent of the outstanding PubCo Ordinary Shares, according to the filing.

What Was Disclosed

The filing disclosed that Starlink AI Acquisition Corporation entered into a Business Combination Agreement on October 30, 2026, valuing Spider Digital at $250,000,000, outlining a two-step merger structure, governance provisions, sponsor loan terms, and conditions required to close the transaction.