Spider Digital Sets $250 Million Merger With Starlink AI

Singapore-based cryptocurrency mining pool operator Spider Digital Technology Ltd. agreed on Oct. 30 to merge with NYSE-listed Starlink AI Acquisition Corporation (OTAI), according to the companies’ agreement. The deal assigns Spider a $250 million valuation for calculating merger consideration.

The agreement covers two sequential mergers that would leave both companies as wholly owned subsidiaries of Spider Digital Technology Group. That parent expects to list in the United States, subject to listing requirements, NYSE approval and other customary closing conditions.

What does the $250 million valuation represent?

The Oct. 30 agreement describes the $250 million valuation as the basis “for calculating merger consideration.” It does not present that figure as a cash injection, operating revenue or guaranteed post-listing market capitalization.

The valuation therefore operates as a transaction input rather than a stand-alone purchase price for Spider shareholders. The material provided does not state an exchange ratio, cash component, closing date or post-closing ownership split.

How is the merger structured?

Under the first merger, Merger Sub I, a subsidiary of Spider Digital Technology Group, would merge into Spider Digital. Spider Digital would survive as a subsidiary and retain separate legal existence.

Merger Sub II would then merge into Starlink AI, which would also remain under the parent. The sequence places Spider and Starlink beneath one holding company while preserving each company’s separate legal existence.

What would the U.S. listing change?

At completion, the proposed public listing would apply to the combined parent, not directly to Spider Digital’s mining operations or Starlink AI. The listed exposure would sit at the parent level, subject to the listing approvals described in the agreement.

For Spider, the transaction would reorganize ownership around its mining-pool business. Its operating company would remain distinct from the listed parent, and the agreement does not announce changes to mining infrastructure, customer contracts or fee structures.

For Starlink, the merger would change its role from NYSE-listed issuer to wholly owned subsidiary of the combined parent. The transaction would not make Starlink the listed operating business alongside Spider.

What must happen before completion?

Shareholders of Spider Digital and Starlink AI must approve the transaction. The Form F-4 registration statement for Spider Digital Technology Group must also become effective, and NYSE must grant listing approval before completion can occur.

Both companies must also satisfy other customary closing conditions. Clearing the shareholder and registration requirements would not, by themselves, guarantee that the parent qualifies for the proposed U.S. listing.

No fixed closing deadline appears in the transaction material. The timetable therefore remains tied to the two shareholder votes, Form F-4 effectiveness and NYSE approval, with no assurance that the listed structure will take effect on a specific date.

What changes operationally?

The immediate business consequence is a change in corporate hierarchy rather than a disclosed change in mining activity. Spider’s mining-pool operations would sit under a subsidiary of the future listed parent, while Starlink would occupy another subsidiary position.

That structure would add a public-market holding-company layer above both businesses. It preserves legal separation and leaves the $250 million figure tied to merger consideration, rather than establishing a direct listed valuation for Spider’s operating assets.

The next observable milestones are the two shareholder votes, Form F-4 effectiveness and NYSE approval. Only after those gates clear will the planned two-merger structure replace the current separation between Spider Digital and Starlink AI.