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GalaxyEdge (NYSE: GLED) lifts SPAC IPO to 11,500,000 units and $115,000,000 trust

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

GalaxyEdge Acquisition Corporation reports that underwriters fully exercised their IPO over-allotment option, purchasing 1,500,000 additional units at $10.00 per unit and bringing total units sold to 11,500,000. This added $15,000,000 of gross proceeds on top of the original $100,000,000 IPO.

Simultaneously, the company sold 7,500 additional Private Placement Units to its sponsor, Equinox Capital Solutions Limited, at $10.00 per unit for $75,000. In total, $115,000,000 of proceeds from the IPO, over-allotment and private placements were placed into a trust account. An unaudited pro forma balance sheet as of March 12, 2026 shows total assets of $116,154,529, with 11,500,000 ordinary shares subject to possible redemption at $10.00 per share.

Positive

  • None.

Negative

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Insights

Underwriters fully exercised GalaxyEdge’s SPAC over-allotment, lifting trust cash to $115,000,000.

GalaxyEdge Acquisition Corporation, a Cayman Islands SPAC, closed its IPO at 10,000,000 units and then saw underwriters fully exercise the 1,500,000-unit over-allotment at $10.00 per unit. This increased gross IPO-related proceeds by $15,000,000, a typical feature of SPAC offerings.

Alongside this, sponsor Equinox Capital Solutions Limited purchased 7,500 additional Private Placement Units at $10.00 each, adding $75,000. Combined IPO, over-allotment and private placements placed $115,000,000 into a trust account as of March 12, 2026, where funds are reserved pending a future business combination.

The pro forma balance sheet shows total assets of $116,154,529 and 11,500,000 ordinary shares classified as subject to possible redemption at $10.00 per share. These mechanics are standard for SPACs and primarily administrative, so the information refines capital structure detail rather than changing the overall investment thesis.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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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   333-288889   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.

 

(d) 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).

 

1

 

 

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

 

2

 

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

 

F-1

 

 

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.

 

F-2

 

 

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.

 

F-3

 

 

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                

 

F-4

FAQ

What event does GalaxyEdge Acquisition (GLED) report in this 8-K?

GalaxyEdge Acquisition reports that its underwriters fully exercised the IPO over-allotment option, purchasing 1,500,000 additional units. The company also discloses related private placement units and provides an unaudited pro forma balance sheet reflecting these transactions as of March 12, 2026.

How many GalaxyEdge (GLED) units were sold in total after the over-allotment?

After the over-allotment exercise, GalaxyEdge sold a total of 11,500,000 units. The initial public offering covered 10,000,000 units, and the underwriters purchased an additional 1,500,000 units at $10.00 per unit under the over-allotment option.

How much cash did GalaxyEdge (GLED) place in its SPAC trust account?

GalaxyEdge placed $115,000,000 into a trust account with a trustee. This amount reflects net proceeds from the IPO units, the 1,500,000 over-allotment units, and the sponsor’s private placement units completed on March 5, 2026 and March 12, 2026.

What private placement did Equinox Capital Solutions make in GalaxyEdge (GLED)?

Equinox Capital Solutions Limited, GalaxyEdge’s sponsor, bought 7,500 additional Private Placement Units at $10.00 per unit, generating $75,000. This followed an earlier 220,000-unit private placement at the IPO closing, expanding the sponsor’s stake tied to the SPAC structure.

What does the GalaxyEdge (GLED) unaudited pro forma balance sheet show?

The unaudited pro forma balance sheet as of March 12, 2026 shows total assets of $116,154,529. It reflects the added over-allotment proceeds, private placement, and related costs, including 11,500,000 ordinary shares classified as subject to possible redemption at $10.00 per share.

What securities of GalaxyEdge (GLED) are listed on the NYSE?

GalaxyEdge lists three securities on the NYSE: units under the symbol GLEDU, ordinary shares under GLED, and rights to receive one-fourth of one ordinary share under GLEDR. Each IPO unit consists of one ordinary share and one right to receive one-fourth share after a business combination.

Filing Exhibits & Attachments

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