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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.
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)
Registrant’s telephone number, including area code: (
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):
Securities registered pursuant to Section 12(b) of the Act:
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.
Pro Forma Balance Sheet as of May 27, 2026
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
EXHIBIT 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
STARLINK AI ACQUISITION CORPORATION
UNAUDITED PRO FORMA BALANCE SHEET
May 27, 2026
May 11,
2026
As
Adjusted
The accompany notes are an integral part of the unaudited pro forma financial statement.
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.
Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:
15,000
Source: View Original Filing on SEC EDGAR
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