What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-09-14 compared with 2026-06-18 · 138 added, 123 removed, 83 unchanged (76% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

in this quarterly report on Form 10-Q (the “ Quarterly Report ”) to “we,” “us”

“our” or “the Company” refer to Starlink AI Acquisition Corporation, a blank check company newly

incorporated as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition,

share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities.

to our “management” or our “management team” refer to our officers and directors, and references to the

“Sponsor” refer to JKapital Ltd., a British Virgin Islands business company.

The following discussion and analysis of the

Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial

statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and

analysis set forth below includes forward-looking statements that involve risks and uncertainties.

in this quarterly report on Form 10-Q (the “ Quarterly Report ”) to “we,” “us” “our”

or “the Company” refer to Starlink AI Acquisition Corporation, a blank check company newly incorporated as a Cayman Islands

exempted company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

or similar business combination with one or more businesses or entities.

References to our “management” or our “management

team” refer to our officers and directors, and references to the “Sponsor” refer to JKapital Ltd., a British Virgin

Islands business company.

The following discussion and analysis of the Company’s financial condition and results of operations

should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly

Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve

risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,

as amended (the “ Securities Act ”) and Section 21E of the Securities Exchange Act of 1934 (the “ Exchange

Act ”) that are not historical facts and involve risks and uncertainties that could cause actual results to differ

materially from those expected and projected.

All statements, other than statements of historical fact included in this Quarterly

Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of

management for future operations, are forward-looking statements.

Words such as “expect,” “believe,”

“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and

expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or

future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors

could cause actual events, performance or results to differ materially from the events, performance and results discussed in the

forward-looking statements.

For information identifying important factors that could cause actual results to differ materially from

those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final

prospectus filed with the U.S.

Securities and Exchange Commission (the “ SEC ”) pursuant to Rule 424(b)(4) on May

7, 2026 (the “ Final Prospectus ”) in connection with its initial public offering (the “ IPO ”).

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as

amended (the “ Securities Act ”) and Section 21E of the Securities Exchange Act of 1934 (the “ Exchange Act ”)

that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected

and projected.

All statements, other than statements of historical fact included in this Quarterly Report including, without limitation,

statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding

the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”

“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking

statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently

A number of factors could cause actual events, performance or results to differ materially from the events, performance and

results discussed in the forward-looking statements.

For information identifying important factors that could cause actual results to

differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s

final prospectus filed with the U.S.

Securities and Exchange Commission (the “ SEC ”) pursuant to Rule 424(b)(4) on

May 7, 2026 (the “ Final Prospectus ”) in connection with its initial public offering (the “ IPO ”).

The Company’s filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov .

expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any

forward-looking statements whether as a result of new information, future events or otherwise.

Except as expressly

required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements

whether as a result of new information, future events or otherwise.

are a blank check company incorporated as a Cayman Islands exempted company on September 29, 2025, for the purpose of entering into a

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units (the “ Units ,” each a “ Unit ”).

Each Unit consists of one ordinary share, par

value US$0.0001 per share, of the Company (each an “ Ordinary Share ,” collectively the “ Ordinary

Shares ”) 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.

The underwriters were granted a 45-day option from the date of the Final Prospectus to purchase up to an additional 1,500,000 Units to

cover over-allotments, if any.

Each Unit consists of one ordinary share, par value US$0.0001

per share, of the Company (each an “ Ordinary Share ,” collectively the “ Ordinary Shares ”) 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.

The underwriters were granted a 45-day option from the date of the Final Prospectus to purchase

up to an additional 1,500,000 Units to cover over-allotments, if any.

Simultaneously

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the closing of the IPO, the partial exercise of the over-allotment option and the Private Placement, a total of $105,525,000 ($10.05

($10.05 per Unit) was held in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as

trustee (the “ Trust Account ”).

We incurred total transaction costs of $5,000,995, consisting of $472,500 upfront

underwriting commission paid in cash at the closing date of the IPO and the partial exercise of the over-allotment option,

$3,675,000 deferred underwriting commission (representing 3.5% of the gross proceeds payable from the Trust Account upon the closing

of the initial Business Combination), and $853,495 of legal and other offering costs.

On the IPO date, $718,100 in cash was held

outside the Trust Account and is available for working capital purposes.

We expect to continue

to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete an initial business

combination will be successful.

Our Amended and Restated

Memorandum and Articles of Association provide that we will have until 12 months from the closing of the IPO (or 15 months in the event

that a definitive business combination agreement has been publicly announced during such 12-month period), or until such earlier

liquidation date as our board of directors may approve, to consummate our initial business combination.

We refer to the time period we

have to complete an initial business combination, as it may be extended as described above, as the “completion window.” If

we have not completed our initial business combination within the completion window, we will:

(i) cease all operations except for the

purpose of winding up;

(ii) as promptly as reasonably possible but not more than five business days thereafter, redeem the public shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of

funds withdrawn to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and

outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the

right to receive further liquidating distributions, if any);

and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our

obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

per Unit) was held in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the

“ Trust Account ”).

We incurred total transaction costs of $5,000,995, consisting of $472,500 upfront underwriting commission

paid in cash at the closing date of the IPO and the partial exercise of the over-allotment option, $3,675,000 deferred underwriting commission

(representing 3.5% of the proceeds remaining in the Trust Account immediately prior to the closing of the initial Business Combination, assuming no redemptions of Public Shares), and $853,495

of legal and other offering costs.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

an initial business combination will be successful.

Amended and Restated Memorandum and Articles of Association provide that we will have until 12 months from the closing of the IPO (or

15 months in the event that a definitive business combination agreement has been publicly announced during such 12-month period), or

until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination.

the time period we have to complete an initial business combination, as it may be extended as described above, as the “completion

window.” If we have not completed our initial business combination within the completion window, we will:

(i) cease all operations

except for the purpose of winding up;

(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including

interest (net of funds withdrawn to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number

of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders

(including the right to receive further liquidating distributions, if any);

and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each

case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

of Operations

have neither engaged in any operations nor generated any revenues to date.

Our only activities from September 29, 2025 (inception)

through April 30, 2026 were organizational activities, those necessary to prepare for the IPO, described below, and subsequent to

the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until

after the completion of our business combination.

We generate non-operating income in the form of interest income on marketable

securities held in the Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

the three months ended April 30, 2026, we had a net loss of $32,856, all of which consisted of formation and operating costs.

Our only activities from September 29, 2025 (inception) through

July 31, 2026 were organizational activities, those necessary to prepare for the IPO, described below, and subsequent to the IPO, identifying

a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion

of our business combination.

We generate non-operating income in the form of interest income on marketable securities held in the Trust

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),

as well as for due diligence expenses.

the three months ended July 31, 2026, we had net income of $707,825, which consisted of interest income of $847,992, offset by general

and administrative expenses of $140,167.

the six months ended July 31, 2026, we had net income of $674,969, which consisted of interest income of $847,992, offset by general

and administrative expenses of $173,023.

That May Adversely Affect our Results of Operations

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Concern Consideration

of April 30, 2026, the Company had $399,100 in cash and working capital deficit of $381,727.

of July 31, 2026, the Company had $545,960 in cash and working capital of $578,305.

The Company’s liquidity needs prior

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connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue

as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit

of its acquisition plans.

There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination

will be successful within the Combination Period.

The Company lacks the financial resources it needs to sustain operations for a reasonable

period of time, which is considered to be one year from the date of the issuance of the financial statements.

Therefore, management has

determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier

of the consummation of the Business Combination or the date the Company is required to liquidate.

Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, the Company has

determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans.

There is no assurance

that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Completion Window.

The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one

year from the date of the issuance of the financial statements.

Therefore, management has determined that these conditions raise substantial

doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination

or the date the Company is required to liquidate.

The financial statements do not include any adjustments that might result from the

Company’s inability to continue as a going concern.

and Contractual Obligations

1 unchanged sentence

Services Agreement

Company entered into an Administrative Services Agreement with the Sponsor, effective from the date of the Final Prospectus through

the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the

Sponsor a total of $10,000 per month for office space and administrative and support services.

granted the underwriters a 45-day option following the date of the Final Prospectus to purchase up to 1,500,000 additional Units to

cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On May 20, 2026, the underwriters

partially exercised the over-allotment option to purchase the Option Units at $10.00 per unit.

The closing of the issuance and sale

of the Option Units occurred on May 27, 2026.

As a result of the partial exercise of the underwriters’ over-allotment option,

125,000 out of the total 375,000 ordinary shares held by the Sponsor were no longer subject to forfeiture.

As of the date of issuance

of these financial statements, the over-allotment option held by the underwriters has not yet expired.

Company entered into an Administrative Services Agreement with the Sponsor, effective from the date of the Final Prospectus through the

earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor

a total of $10,000 per month for office space and administrative and support services.

granted the underwriters a 45-day option following the date of the Final Prospectus to purchase up to 1,500,000 additional Units to cover

over-allotments, if any, at the IPO price less the underwriting discounts and commissions.

On May 20, 2026, the underwriters partially

exercised the over-allotment option to purchase the Option Units at $10.00 per unit.

The closing of the issuance and sale of the Option

Units occurred on May 27, 2026.

As a result of the partial exercise of the underwriters’ over-allotment option, 125,000 out of

the total 375,000 ordinary shares held by the Sponsor were no longer subject to forfeiture.

The remaining 250,000 shares were subsequently forfeited for no consideration

after the expiration of the over-allotment option in June 2026.

underwriters were entitled to a cash underwriting discount of 0.45% of the gross proceeds of the IPO and over-allotment, or $472,500

which was paid upon the closing of the IPO and the underwriters’ partial exercise of the over-allotment option.

The underwriters

were also entitled to an aggregate of 150,000 ordinary shares (“Representative Shares”), as part of representative compensation,

which were issued upon the closing of the IPO.

Finally, a deferred underwriting discount of 3.5% of the proceeds remaining

in the Trust Account immediately prior to the closing of the initial Business Combination will be payable in cash upon the closing of

the initial Business Combination, or $3,675,000 assuming no redemptions of Public Shares.

Representative

Representative Shares have the same terms as any founder shares issued as part of the IPO and shall be subject to a 180-day lock-up from

the closing of the IPO.

The Representative Shares provide customary anti-dilution provisions (for stock dividends and splits and recapitalizations)

consistent with FINRA Rule 5110, and further, the number of shares underlying the Representative Shares shall be reduced, if necessary,

to comply with FINRA rules or regulations.

Representative

Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the

date of the effectiveness of the registration statement relating to the IPO pursuant to Rule 5110(e)(1) of the FINRA

Pursuant to FINRA Rule 5110(e)(1), these securities will not be sold during the offering, or sold, transferred, assigned, pledged,

or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic

disposition of the securities by any person for a period of 180 days immediately following the commencement of sales in the IPO,

subject to exceptions pursuant to Rule 5110(e)(2).

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of April 30, 2026.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

Accounting Estimates

prepare our financial statements in accordance with accounting principles generally accepted in the United States of America.

The preparation

of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs

and expenses and related disclosures.

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of July 31, 2026.

We do not participate

in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest

entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into

any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities,

or purchased any non-financial assets.

Accounting Policies and Estimates

prepare our unaudited financial statements in accordance with accounting principles generally accepted in the United States of America.

The preparation of unaudited financial statements also requires us to make estimates and assumptions that affect the reported amounts

of assets, liabilities, costs and expenses and related disclosures.

Making estimates requires management to exercise significant judgement.

We base our estimates on

historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

It is at least reasonably

possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial

statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at

the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one

or more future confirming events.

Accordingly, actual results could differ significantly from the estimates made by our management.

As of April 30, 2026, we have

not identified any critical accounting estimates.

of July 31, 2026, we have not identified any critical accounting policies and estimates.

Accounting Pronouncements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis