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

Key Highlights

  • Transaction value: Spider Digital is valued at $250,000,000 under the Business Combination Agreement.
  • Share consideration: Spider Digital shareholders will receive an aggregate of 25,000,000 PubCo Ordinary Shares, calculated at an implied price of $10.00 per share.
  • Structure: The deal involves two mergers, resulting in PubCo becoming the publicly traded holding company of both OTAI and Spider Digital, with PubCo's ordinary shares expected to be listed on the New York Stock Exchange.
  • 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 Spider Digital and OTAI.
  • Sponsor Loan repayment: Outstanding amounts owed to sponsor JKapital Ltd. may be repaid in cash or in OTAI units at $10.00 per unit, with repayment in units capped at $1,000,000 in the aggregate.
  • Net tangible assets requirement: OTAI must have at least $5,000,001 of net tangible assets upon closing of the Second Merger.

Business Combination Agreement Between Starlink AI and Spider Digital Technology

According to the filing, 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 and "quickly emerged as one of the leading mining pool service providers globally." The company operates its own proprietary mining pool system and maintains independent block generation capabilities without sharing mining pool control rights with third-party operators.

The transaction is structured as 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 OTAI shareholders provides that each outstanding OTAI ordinary share will be cancelled in exchange for one newly issued PubCo Ordinary Share, and every four OTAI rights will be cancelled in exchange for one newly issued PubCo Ordinary Share, with fractional entitlements rounded down to the nearest whole share.

The filing identifies several conditions to closing, including shareholder approval from both OTAI and Spider Digital shareholders, effectiveness of a registration statement on Form F-4 to be filed by PubCo, New York Stock Exchange listing approval, and delivery of audited financial statements by Spider Digital meeting applicable SEC requirements. The filing notes that the Business Combination Agreement does not include a minimum cash condition and that completion of any Transaction Financing is not a condition to consummating the Business Combination. PubCo's board will be chaired by Mr. Chen Hua, identified in the filing as Spider Digital's founder. The filing also confirms that the Sponsor's director designation right continues for as long as the Sponsor and its affiliates hold at least five percent of outstanding PubCo Ordinary Shares.

What Was Disclosed

Starlink AI Acquisition Corporation disclosed entry into a Business Combination Agreement on October 30, 2026, valuing Spider Digital Technology Ltd. at $250,000,000, outlining a two-merger structure, governance arrangements, sponsor loan terms, and closing conditions for the proposed transaction.