OTAI · Starlink AI Acquisition Corporation (NYSE: OTAI), a Cayman Islands…

Starlink AI Acquisition Corporation (NYSE: OTAI), a Cayman Islands SPAC, entered a definitive Business Combination Agreement dated October 30, 2026 to take Spider Digital Technology Ltd., a Singapore-based cryptocurrency mining pool operator, public via a dual-merger structure. The transaction implies a $250,000,000 Company Valuation, with Company shareholders receiving PubCo Ordinary Shares at an Exchange Ratio and Acquiror shareholders receiving one PubCo Ordinary Share per Acquiror Ordinary Share (four Acquiror Rights per share). The 8-K was accompanied by support agreements, a registration rights agreement and a form lock-up agreement; the deal is subject to shareholder approvals, an F-4 registration statement and NYSE listing.

• Business Combination Agreement dated October 30, 2026 among Starlink AI Acquisition Corporation, Spider Digital Technology Group (PubCo), Spider Digital Merger Ltd (Merger Sub I), StarLink AI Merger Ltd (Merger Sub II) and Spider Digital Technology Ltd.
• Two-step structure: First Merger (Merger Sub I into Spider Digital, which survives as a PubCo subsidiary), then Second Merger (Merger Sub II into Acquiror, which survives as a PubCo subsidiary).
• Company Valuation defined as $250,000,000; Exchange Ratio equals ($250,000,000 / $10.00) divided by the number of Company Ordinary Shares outstanding on a fully diluted, as-converted basis.
• Each Acquiror Ordinary Share converts into one PubCo Ordinary Share; every four Acquiror Rights convert into one PubCo Ordinary Share.