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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): March 12, 2026
GalaxyEdge Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-00000 333-288889 |
|
00-0000000 N/A |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
1185 Avenue of the Americas, Suite 349
New York, NY 10036 |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 612-1400
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Units, each consisting of one ordinary share, par value $0.0001, and one right entitling the holder to receive 1/4 of one ordinary share |
|
GLEDU |
|
The New York Stock Exchange |
| Ordinary shares, par value $0.0001 per share |
|
GLED |
|
The New York Stock Exchange |
| Rights to receive one-fourth (1/4) of one ordinary share |
|
GLEDR |
|
The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
As
previously reported, on March 5, 2026, GalaxyEdge Acquisition Corporation, a Cayman Islands exempted company (the “Company”)
consummated an initial public offering (the “IPO”) of 10,000,000 units (the “Units”). The Units were sold at
an offering price of $10.00 per Unit, generating total gross proceeds of $100,000,000.
On
March 10, 2026, the underwriters of the Company, notified the Company of their exercise of the over-allotment option in full and purchased
1,500,000 additional units (the “Option Units”) at $10.00 per unit upon the closing of the over-allotment option, generating
gross proceeds of $15,000,000. The over-allotment option closed on March 12, 2026. Simultaneously with the closing of the over-allotment
option, the Company consummated the private placement of an aggregate of 7,500 units (the “Private Placement Units”) to Equinox
Capital Solutions Limited at a price of $10.00 per Private Placement Unit, generating gross proceeds of $75,000.
On
March 10, 2026, the Company published a press release to report the closing of the over-allotment option. The press release is furnished
with this report as Exhibit 99.1.
An
audited balance sheet as of March 5, 2026 reflecting receipt of the proceeds upon consummation of the IPO has been issued by the Company
and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on March 10, 2026. The Company’s unaudited pro forma
balance sheet as of March 12, 2026, adjusted for the closing of the over-allotment option is attached as Exhibit 99.2 to this Current
Report on Form 8-K.
The
information contained in this Current Report shall not be deemed “filed” for purposes of Section
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of GalaxyEdge Acquisition Corporation, dated March 10, 2026 |
| 99.2 |
|
Unaudited Pro Forma Balance Sheet as of March 12, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
GalaxyEdge Acquisition Corporation |
| |
|
|
| Date: March 17, 2026 |
By: |
/s/ Ping Zhang |
| |
Name: |
Ping Zhang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
PRESS RELEASE
GALAXYEDGE ACQUISITION CORPORATION ANNOUNCES EXERCISE OF OVER-ALLOTMENT OPTION
New York, NY, March 10, 2026—GalaxyEdge Acquisition Corporation (NYSE: GLEDU or the “Company”), today announced that the underwriters of its recently announced initial public offering exercised their over-allotment option to purchase an additional 1,500,000 units of at the public offering price of $10.00 per unit, bringing the total units sold to 11,500,000. The closing of the over-allotment option, is expected to occur on March 12, 2026, subject to the satisfaction of customary closing conditions.
Each unit consists of one Class A ordinary share and one right to receive one-fourth of one ordinary share upon the consummation of the initial business combination. The units are listed on The New York Stock Exchange (“NYSE”) and began trading under the ticker symbol “GLEDU” on March 4, 2026. Once the securities comprising the units begin separate trading, the ordinary share and rights are expected to be listed on NYSE under the symbols “GLED” and “GLEDR,” respectively
Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, served as the sole book-running manager for the offering.
Celine and Partners, P.L.L.C. served as legal counsel to the Company. Holland & Knight LLP served as legal counsel to Polaris Advisory Partners LLC. Equinox Capital Solutions Limited is the Sponsor of the Company.
A registration statement on Form S-1 relating to the securities (File No. 333-290899) was previously filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on February 26, 2026. This offering was made only by means of a prospectus forming part of the effective registration statement. Copies of the prospectus may be obtained on the SEC’s website at http://www.sec.gov. Electronic copies of the prospectus may be obtained from Polaris Advisory Partners LLC, 5900 Balcones Drive, Suite 100, Austin, Texas 78731, or by telephone at (512) 537-6800
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The offering may be made only by means of the prospectus relating to the offering.
About GalaxyEdge Acquisition Corporation
The Company is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. While the Company intends to conduct a global search for potential targets without geographic limitations, its management team has experience investing in and building businesses across the Asia-Pacific region and possesses a strong understanding of the region’s business environment, regulatory landscape and culture. The Company will not pursue an initial business combination with any entity based in, or having the majority of its operations in, Greater China. The Company is led by Mr. Ping Zhang, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Yuya Orime
Senior Vice President
Polaris Advisory Partners
(650) 690-1751
Exhibit 99.2
INDEX
TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of March 12, 2026 |
|
F-2 |
| Notes to Unaudited Pro Forma Financial Statement |
|
F-3 |
GALAXYEDGE ACQUISITION CORPORATION
UNAUDITED PRO FORMA BALANCE SHEET
March 12, 2026
| |
|
March 5,
2026 |
|
|
Pro Forma Adjustments |
|
|
|
|
|
As Adjusted |
|
| |
|
|
|
|
(Unaudited) |
|
|
|
|
|
(Unaudited) |
|
| Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash |
|
$ |
1,002,482 |
|
|
$ |
(14,001 |
) |
|
(e) |
|
|
$ |
903,481 |
|
| |
|
|
|
|
|
|
(4,000 |
) |
|
(g) |
|
|
|
|
|
| |
|
|
|
|
|
|
(6,000 |
) |
|
(g) |
|
|
|
|
|
| |
|
|
|
|
|
|
(75,000 |
) |
|
(k) |
|
|
|
|
|
| Advance – related party |
|
|
129,000 |
|
|
|
(19,000 |
) |
|
(j) |
|
|
|
110,000 |
|
| Due from related party |
|
|
- |
|
|
|
75,000 |
|
|
(k) |
|
|
|
75,000 |
|
| Prepaid expenses |
|
|
- |
|
|
|
7,752 |
|
|
(e) |
|
|
|
7,752 |
|
| Total Current Assets |
|
|
1,131,482 |
|
|
|
(35,249 |
) |
|
|
|
|
|
1,096,233 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and investments held in Trust Account |
|
|
100,000,000 |
|
|
|
15,000,000 |
|
|
(a) |
|
|
|
115,058,296 |
|
| |
|
|
|
|
|
|
75,000 |
|
|
(b) |
|
|
|
|
|
| |
|
|
|
|
|
|
(75,000 |
) |
|
(c) |
|
|
|
|
|
| |
|
|
|
|
|
|
58,296 |
|
|
(d) |
|
|
|
|
|
| Deferred offering costs |
|
|
- |
|
|
|
5,999 |
|
|
(e) |
|
|
|
- |
|
| |
|
|
|
|
|
|
19,000 |
|
|
(j) |
|
|
|
|
|
| |
|
|
|
|
|
|
75,000 |
|
|
(c) |
|
|
|
|
|
| |
|
|
|
|
|
|
46,680 |
|
|
(h) |
|
|
|
|
|
| |
|
|
|
|
|
|
(146,679 |
) |
|
(l) |
|
|
|
|
|
| Total Assets |
|
$ |
101,131,482 |
|
|
$ |
15,023,047 |
|
|
|
|
|
$ |
116,154,529 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Current Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable and accrued expenses |
|
$ |
24,404 |
|
|
$ |
1,728 |
|
|
(i) |
|
|
$ |
29,632 |
|
| |
|
|
|
|
|
|
3,500 |
|
|
(i) |
|
|
|
|
|
| Over-allotment option liability |
|
|
132,324 |
|
|
|
(132,324 |
) |
|
(f) |
|
|
|
- |
|
| Total Current Liabilities |
|
|
156,728 |
|
|
|
(127,096 |
) |
|
|
|
|
|
29,632 |
|
| Total Liabilities |
|
|
156,728 |
|
|
|
(127,096 |
) |
|
|
|
|
|
29,632 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commitments and Contingencies (Note 6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ordinary shares subject to possible redemption, $0.0001 par value, 500,000,000 shares authorized, 10,000,000 shares and 11,500,000 shares at redemption value of $10.00 per share, as actual and adjusted, respectively |
|
|
100,000,000 |
|
|
|
15,000,000 |
|
|
(a) |
|
|
|
115,058,296 |
|
| |
|
|
|
|
|
|
58,296 |
|
|
(d) |
|
|
|
|
|
| Shareholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Ordinary shares, $0.0001 par value,
500,000,000 shares authorized, 4,445,000 shares and 4,482,500 shares issued and outstanding, as actual and adjusted, respectively (excluding 10,000,000 shares subject to
possible redemption) |
|
|
444 |
|
|
|
3 |
|
|
(h) |
|
|
|
448 |
|
| |
|
|
|
|
|
|
1 |
|
|
(b) |
|
|
|
|
|
| Additional paid-in capital |
|
|
1,061,305 |
|
|
|
74,999 |
|
|
(b) |
|
|
|
1,110,330 |
|
| |
|
|
|
|
|
|
(146,679 |
) |
|
(l) |
|
|
|
|
|
| |
|
|
|
|
|
|
(58,296 |
) |
|
(d) |
|
|
|
|
|
| |
|
|
|
|
|
|
132,324 |
|
|
(f) |
|
|
|
|
|
| |
|
|
|
|
|
|
46,677 |
|
|
(h) |
|
|
|
|
|
| Accumulated deficit |
|
|
(86,995 |
) |
|
|
58,296 |
|
|
(d) |
|
|
|
(44,177 |
) |
| |
|
|
|
|
|
|
(1,728 |
) |
|
(i) |
|
|
|
|
|
| |
|
|
|
|
|
|
(3,500 |
) |
|
(i) |
|
|
|
|
|
| |
|
|
|
|
|
|
(4,000 |
) |
|
(g) |
|
|
|
|
|
| |
|
|
|
|
|
|
(6,000 |
) |
|
(g) |
|
|
|
|
|
| |
|
|
|
|
|
|
(250 |
) |
|
(e) |
|
|
|
|
|
| Total Shareholders’ Equity |
|
|
974,754 |
|
|
|
91,847 |
|
|
|
|
|
|
1,066,601 |
|
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity |
|
$ |
101,131,482 |
|
|
$ |
15,023,047 |
|
|
|
|
|
$ |
116,154,529 |
|
The accompany notes are an integral part of the unaudited pro forma financial statement.
GALAXYEDGE ACQUISITION CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement Units
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Galaxyedge Acquisition Corporation (the “Company”) as of March 5, 2026, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on March 12, 2026 as described below.
On March 5, 2026, the Company consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at an offering price of $10.00 per Unit generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which Equinox Capital Solutions Limited (the “Sponsor”), purchased 220,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,200,000.
The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On March 10, 2026, the underwriters notified the Company of their exercise of the over-allotment option in full to purchase 1,500,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on March 12, 2026, generating total gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 7,500 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $75,000.
A total of $115,000,000 ($10.00 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements on March 5, 2026 and March 12, 2026, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.
Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:
| Pro Forma Entries |
|
Debit |
|
|
Credit |
|
| (a) |
|
Cash and investments held in Trust Account |
|
$ |
15,000,000 |
|
|
|
|
|
| |
|
Ordinary share subject to possible redemption |
|
|
|
|
|
$ |
15,000,000 |
|
| |
|
To record the sale of 1,500,000 Option Units at $10.00 per Unit |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (b) |
|
Cash and investments held in Trust Account |
|
$ |
75,000 |
|
|
|
|
|
| |
|
Ordinary shares |
|
|
|
|
|
$ |
1 |
|
| |
|
Additional paid-in capital |
|
|
|
|
|
$ |
74,999 |
|
| |
|
To record the sale of 7,500 Private Placement Units at $10.00 per Unit |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (c) |
|
Deferred offering costs |
|
$ |
75,000 |
|
|
|
|
|
| |
|
Cash and investments held in Trust Account |
|
|
|
|
|
$ |
75,000 |
|
| |
|
To record payment of underwriting commission (0.50% of sale of Option Units proceeds) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (d) |
|
Cash and investments held in Trust Account |
|
$ |
58,296 |
|
|
|
|
|
| |
|
Interest earned in investments held in Trust Account |
|
|
|
|
|
$ |
58,296 |
|
| |
|
Additional paid-in capital |
|
$ |
58,296 |
|
|
|
|
|
| |
|
Ordinary share subject to possible redemption |
|
|
|
|
|
$ |
58,296 |
|
| |
|
To record interest earned in Trust Account and to transfer interest income to temporary equity |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (e) |
|
Deferred offering costs |
|
$ |
5,999 |
|
|
|
|
|
| |
|
Trust fee |
|
|
250 |
|
|
|
|
|
| |
|
Prepaid expense |
|
|
7,752 |
|
|
|
|
|
| |
|
Cash |
|
|
|
|
|
$ |
14,001 |
|
| |
|
To record prepaid expense, deferred offering costs, and various trust fees |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (f) |
|
Over-allotment liability |
|
$ |
132,324 |
|
|
|
|
|
| |
|
Additional paid-in capital |
|
|
|
|
|
$ |
132,324 |
|
| |
|
To reverse over-allotment option liability |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (g) |
|
Accounting fees |
|
$ |
4,000 |
|
|
|
|
|
| |
|
Audit fees |
|
|
6,000 |
|
|
|
|
|
| |
|
Cash |
|
|
|
|
|
$ |
4,000 |
|
| |
|
Cash |
|
|
|
|
|
|
6,000 |
|
| |
|
To record payment of professional fees |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (h) |
|
Deferred offering costs |
|
$ |
46,680 |
|
|
|
|
|
| |
|
Ordinary shares |
|
|
|
|
|
$ |
3 |
|
| |
|
Additional paid-in capital |
|
|
|
|
|
|
46,677 |
|
| |
|
To record issuance of 30,000 representative shares to underwriter and fair market value |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (i) |
|
Insurance expense |
|
$ |
1,728 |
|
|
|
|
|
| |
|
Administrative service expense |
|
|
3,500 |
|
|
|
|
|
| |
|
Accounts payable and accrued expenses |
|
|
|
|
|
$ |
1,728 |
|
| |
|
Accounts payable and accrued expenses |
|
|
|
|
|
|
3,500 |
|
| |
|
To record accrued expenses |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (j) |
|
Deferred offering costs |
|
$ |
19,000 |
|
|
|
|
|
| |
|
Advance – related party |
|
|
|
|
|
$ |
19,000 |
|
| |
|
To record the Sponsor’s payment for deferred offering costs using advance funds |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (k) |
|
Due from related party |
|
$ |
75,000 |
|
|
|
|
|
| |
|
Cash |
|
|
|
|
|
$ |
75,000 |
|
| |
|
To record the Sponsor’s withdrawal of cash |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (l) |
|
Additional paid-in capital |
|
$ |
146,679 |
|
|
|
|
|
| |
|
Deferred offering costs |
|
|
|
|
|
$ |
146,679 |
|
| |
|
To record the charge of deferred offering costs to APIC |
|
|
|
|
|
|
|
|