Starlink AI Acquisition Corp 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the fiscal period covered by this Quarterly Report, on February 20, 2026, we issued 1,150,000 Ordinary Shares to our Sponsor, which aggregated the number of founder shares owned by our Sponsor to 2,875,000 Ordinary Shares (the “ Founder Shares ”). The Sponsor paid an aggregate consideration of $25,000 for the Founder Shares. The Founder Shares originally included up to 375,000 Ordinary Shares subject to forfeiture, to the extent that the underwriter’s over-allotment was not exercised in full or in part within the 45-day exercise period, so that the number of Founder Shares would equal, on an as-converted basis, approximately 20% of our issued and outstanding ordinary shares after the IPO. On May 20, 2026, the underwriter exercised its over-allotment option in part. As such, as of the date of this Quarterly Report, 250,000 Founder Shares are still subject to forfeiture. The Founder Shares were issued pursuant to Regulation D promulgated under the Securities Act. Subsequent to the fiscal period covered by this Quarterly Report, on May 11, 2026, simultaneous with the consummation of our IPO, we consummated the First Private Placement of 221,500 Private Units to the Sponsor, at a price of $10.00 per Unit, generating gross proceeds of $2,215,000. On May 27, 2026, simultaneously with the closing of the underwriter’s partial exercise of the over-allotment option, we consummated the Second Private Placement of 4,750 Private Units to the Sponsor, at a price of $10.00 per Unit, generating gross proceeds of $47,500. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act, 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 Final Prospectus. 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 Final Prospectus) until 30 days following the completion of the Company’s initial business combination. 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 Units were placed in the Trust Account. For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Quarterly Report. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures None.