What shareholder and sponsor support exists for the GalaxyEdge (GLED)–Rongcheng transaction?

Certain Rongcheng shareholders signed a shareholder support agreement to vote their shares for the merger. GalaxyEdge’s sponsor agreed to vote its shares for the deal, not redeem its ordinary shares, and observe transfer restrictions, all as described in the sponsor support agreement.

Rongcheng, GalaxyEdge (NYSE: GLED) agree to $350M SPAC merger deal

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

GalaxyEdge Acquisition Corporation entered into an Agreement and Plan of Merger with Rongcheng Group Limited. The deal uses a two-step structure where GalaxyEdge merges into a wholly owned subsidiary (Purchaser), which remains the publicly listed company, while another subsidiary merges with Rongcheng, leaving Rongcheng as a wholly owned subsidiary of Purchaser.

Rongcheng shareholders’ ordinary shares will be cancelled in exchange for the right to receive an aggregate 35,000,000 Purchaser ordinary shares, valued at $10.00 per share, based on a pre-money equity valuation of $350,000,000. Closing is subject to shareholder approvals, SEC effectiveness of a Form F-4 registration statement, stock exchange listing approval and other customary conditions. Sponsor and company shareholders have entered or will enter support and lock-up arrangements, including a 180-day lock-up on certain shares and an amended and restated registration rights agreement.

Insights

GalaxyEdge signs a business combination to take Rongcheng public at a $350M valuation.

GalaxyEdge Acquisition Corporation has agreed to combine with Rongcheng Group Limited, an integrated waste sorting services provider. The structure involves a SPAC merger and an acquisition merger, leaving Purchaser as the listed company and Rongcheng as its wholly owned subsidiary.

Rongcheng shareholders will receive 35,000,000 Purchaser ordinary shares valued at $10.00 per share, implying a pre-money equity value of $350,000,000. Governance will shift so that Purchaser’s post-closing board is expected to have five directors, four designated by Rongcheng and one by GalaxyEdge.

The transaction depends on several conditions, including approvals from GalaxyEdge and Rongcheng shareholders, effectiveness of a Form F-4 Registration Statement, and stock exchange listing approval. Support, sponsor support, lock-up and registration rights agreements coordinate voting, restrict near-term share sales for 180 days, and provide resale registration rights after closing.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Pre-money equity valuation: $350,000,000 Share consideration: 35,000,000 ordinary shares Per-share valuation: $10.00 per share +2 more

5 metrics

Pre-money equity valuation $350,000,000 Agreed pre-money equity value of Rongcheng in merger

Share consideration 35,000,000 ordinary shares Aggregate Purchaser shares for Rongcheng shareholders

Per-share valuation $10.00 per share Valuation applied to Purchaser shares issued in merger

Lock-up period 180 days Transfer restrictions on certain Purchaser shares after closing

Post-merger board size 5 directors Expected Purchaser board composition after acquisition merger

Key Terms

Agreement and Plan of Merger, SPAC Merger, Acquisition Merger, lock-up agreements, +2 more

6 terms

Agreement and Plan of Merger financial

"entered into an Agreement and Plan of Merger (the “Merger Agreement”)."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

SPAC Merger financial

"Parent will merge with and into Purchaser, with Purchaser surviving such merger as the surviving company (the “SPAC Merger”);"

A SPAC merger is when a private company combines with a SPAC, a publicly traded shell company created to find and buy a business, so the private company becomes publicly listed without a traditional initial public offering. Investors should care because this shortcut can speed up market access but often brings greater uncertainty about valuation, potential share dilution, and reliance on investor votes and future performance, which can increase stock volatility.

Acquisition Merger financial

"Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Purchaser (the “Acquisition Merger”)"

An acquisition merger is a business transaction in which one company buys and combines with another, either absorbing it into the buyer or joining to form a single, larger business. It matters to investors because the deal can change a company’s size, profits, debt and future growth prospects—like one sports team recruiting another to gain new players and fans—so investors watch how the purchase is financed and whether the combined company can deliver the promised benefits.

lock-up agreements financial

"certain holders are expected to enter into lock-up agreements (the “Lock-Up Agreement”) with Purchaser"

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

Registration Rights Agreement financial

"enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”)."

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

forward-looking statements financial

"contains certain “forward-looking statements” within the meaning of the Securities Act of 1933"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Understanding 8-K Material Events →

05/01/2026 - 05:10 PM

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): May 1, 2026

GalaxyEdge Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		333-288889001-00000		N/A00-0000000
(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) 574-4425

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 one-fourth (1/4) of one ordinary share	GLEDU	The New York Stock Exchange
Ordinary Shares, $0.0001 par value	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 1.01. Entry into a Material Definitive Agreement.

On May 1, 2026, GalaxyEdge Acquisition Corporation, a Cayman Islands exempted company (“GLED” or “Parent”), Rongcheng Group Limited, a Cayman Islands exempted company (the “Company”), a shareholder of the Company (the “Principal Shareholder”), Chen Li, solely in his capacity as representative of the Principal Shareholder, Rongcheng Global Limited, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Purchaser”), and GLED Merger Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

SPAC Merger and Acquisition Merger

Pursuant to the Merger Agreement, the parties will consummate a business combination transaction through the following transactions: (i) Parent will merge with and into Purchaser, with Purchaser surviving such merger as the surviving company (the “SPAC Merger”); and (ii) concurrently with the SPAC Merger, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Purchaser (the “Acquisition Merger,” and together with the SPAC Merger, the “Mergers”).

Subject to, and in accordance with, the terms and conditions of the Merger Agreement, at the effective time of the SPAC Merger, each issued and outstanding ordinary share of Parent will be converted automatically into one Purchaser Class A ordinary share, and each issued and outstanding right of Parent will be converted automatically into one right of Purchaser, which will be treated in accordance with the terms of the Merger Agreement.

Subject to, and in accordance with, the terms and conditions of the Merger Agreement, at the effective time of the Acquisition Merger, each issued and outstanding ordinary share of the Company, other than excluded shares, will be cancelled in exchange for the right to receive the applicable portion of 35,000,000 ordinary shares of Purchaser, valued at $10.00 per share, based on an agreed pre-money equity valuation of the Company of $350,000,000.

Immediately after the effective time of the Acquisition Merger, the board of directors of Purchaser is expected to consist of five directors, one of whom will be designated by Parent and four of whom will be designated by the Company, subject to the requirements of the New York Stock Exchange (“NYSE”) or Nasdaq Stock Market. The officers of the Company are expected to become the officers of Purchaser.

Representations and Warranties

In the Merger Agreement, the Company makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and related transaction documents; (c) consents and approvals required in connection with the execution and performance of the Merger Agreement; (d) absence of conflicts; (e) capitalization; (f) charter documents and corporate records; (g) financial statements; (h) absence of certain changes or events; (i) title to assets and properties; (j) material contracts; (k) intellectual property; (l) cybersecurity and compliance with laws; (m) tax matters; (n) employment matters; (o) litigation; and (p) other customary representations and warranties.

In the Merger Agreement, Parent, Purchaser and Merger Sub make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and related transaction documents; (c) consents and approvals required in connection with the execution and performance of the Merger Agreement; (d) absence of conflicts; (e) capitalization; (f) issuance of shares; (g) the trust account; (h) SEC filings and financial statements; (i) listing matters; (j) litigation; (k) compliance with laws; and (l) other customary representations and warranties.

Conduct Prior to Closing; Covenants

The parties have made customary covenants in the Merger Agreement, including, among other things, covenants with respect to the conduct of the business of the Company and its subsidiaries prior to the closing of the Mergers.

The Merger Agreement also contains covenants providing for, among other things:

●

the parties to cooperate to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement in connection with the transactions contemplated by the Merger Agreement, which registration statement will include a proxy statement/prospectus of Parent;

●

the parties to use reasonable best efforts to obtain required approvals and consummate the transactions contemplated by the Merger Agreement;

●

the parties to take certain actions to maintain the listing of Purchaser’s securities on NYSE following the closing;

●

the Company to deliver certain financial statements;

●

the Company and certain Company shareholders to enter into lock-up agreements at the closing;

●

certain Company shareholders to make or complete applicable overseas direct investment filings, if applicable; and

●

the Company to obtain the requisite approval of its shareholders.

Conditions to the Consummation of the Transactions

Consummation of the transactions contemplated by the Merger Agreement is subject to customary closing conditions, including, among others: (i) the absence of any applicable law or order prohibiting consummation of the transactions; (ii) receipt of required approvals of Parent shareholders and Company shareholders; (iii) the registration statement having been declared effective by the SEC; (iv) the approval for listing of Purchaser’s securities on the New York Stock Exchange; (v) the accuracy of the parties’ respective representations and warranties, subject to the standards set forth in the Merger Agreement; (vi) material compliance by the parties with their respective covenants; (vii) the absence of a material adverse effect with respect to the Company or Parent; and (viii) the completion by the Company of an internal reorganization of its offshore structure as contemplated by the Merger Agreement.

No Survival

The representations and warranties of the parties contained in the Merger Agreement will not survive the closing, except in the case of fraud claims. Certain covenants and agreements that by their terms are required to be performed after the closing will survive in accordance with their terms.

Termination

The Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing, including, among others: (i) by mutual written consent of Parent and the Company; (ii) by either Parent or the Company if the closing has not occurred by the applicable outside date set forth in the Merger Agreement, subject to certain exceptions; (iii) by either Parent or the Company if a governmental authority has issued a final, non-appealable order prohibiting the transactions; (iv) by Parent or the Company upon certain uncured breaches of representations, warranties, covenants or agreements by the other party; and (v) by Parent or the Company if the required shareholder approvals are not obtained.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the contract among the respective parties and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Merger Agreement. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement.

Company Shareholder Support Agreement

In connection with the execution of the Merger Agreement, certain shareholders of the Company entered into a shareholder support agreement with Parent, pursuant to which such shareholders agreed, among other things, to vote or cause to be voted the Company shares held by them in favor of the Merger Agreement, the Acquisition Merger and the other transactions contemplated by the Merger Agreement, and to take certain other actions in furtherance of the transactions contemplated thereby (the “Company Shareholder Support Agreement”).

The foregoing description of the Company Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Shareholder Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Sponsor Support Agreement

In connection with the execution of the Merger Agreement, Parent, the Company, Sponsor, and certain other parties entered into a sponsor support agreement, pursuant to which the sponsor agreed, among other things, to vote the Parent ordinary shares held by it in favor of the Merger Agreement, the SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement, to vote against proposals that would reasonably be expected to impede or interfere with the transactions contemplated by the Merger Agreement, not to redeem any Parent ordinary shares held by it in connection with the business combination, and to comply with certain transfer restrictions with respect to its Parent securities, in each case subject to the terms and conditions set forth therein (the “Sponsor Support Agreement”).

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Lock-Up Agreements

At the closing of the business combination, certain shareholders of the Company, Equinox Capital Solutions Limited, Parent’s sponsor (the “Sponsor”), and certain other holders are expected to enter into lock-up agreements (the “Lock-Up Agreement”) with Purchaser, pursuant to which such holders will agree, subject to certain customary exceptions, not to transfer, sell, assign, pledge or otherwise dispose of certain Purchaser ordinary shares received in connection with the business combination within 180 days from the closing of the business combination.

The foregoing description of the form of Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

Registration Rights Agreement

In connection with the execution of the Merger Agreement, at or prior to the closing of the business combination, Company, Parent, Purchaser, certain existing shareholders of Parent, certain shareholders of the Company, and certain other holders will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”).

Pursuant to the Registration Rights Agreement, among other things, the holders party thereto will be granted certain customary registration rights with respect to certain equity securities of Purchaser held by them following the closing of the business combination, including (i) demand registration rights, (ii) piggyback registration rights and (iii) shelf registration rights. In particular, subject to certain limitations set forth therein, holders of a majority-in-interest of the registrable securities will have the right to request that Purchaser file a registration statement to register the resale of such securities, and Purchaser will be obligated to include such securities in certain registration statements initiated by Purchaser or other shareholders. The Registration Rights Agreement will also provide for customary cutback provisions, procedures relating to underwritten offerings, including underwritten shelf takedowns, and allocation of expenses.

The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

Additional Agreements

The Merger Agreement also contemplates that, at or prior to the closing, certain parties will enter into additional agreements, including lock-up agreements, a registration rights agreement and other ancillary agreements, as applicable.

Item 7.01 Regulation FD Disclosure.

On May 1, 2026, Parent issued a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Important Notice Regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among GLED, Purchaser, Merger Sub and the Company and the transactions contemplated thereby, and the parties’ perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including GLED’s and the Company’s expectations with respect to future performance and anticipated financial impacts of the business combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination. The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against GLED and the Company following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of GLED or other conditions to closing in the Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals (including approval from PRC regulators) required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close; (6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on the stock exchange following the business combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors and (12) other risks and uncertainties to be identified in the Registration Statement filed by Purchaser and the Company (when available) relating to the business combination, including those under “Risk Factors” therein, and in other filings with the SEC made by GLED and the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and GLED, Purchaser, Merger Sub, the Company, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made except as required by law or applicable regulation.

Additional Information and Where to Find It

In connection with the transaction described herein, Purchaser and the Company will file relevant materials with the SEC, including a registration statement on Form F-4 (as may be amended from time to time) that will include a proxy statement and a registration statement/preliminary prospectus (the “Registration Statement”) pertaining to such transaction. The proxy statement and a proxy card will be mailed to the GLED’s shareholders as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. GLED’s shareholders will also be able to obtain a copy of the Registration Statement and proxy statement without charge from the Parent. The Registration Statement and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing to GLED at 1185 Avenue of the Americas, Suite 349, New York, NY 10036.

INVESTORS AND SECURITY HOLDERS OF GLED ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS THAT GLED WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT GLED, THE COMPANY AND THE TRANSACTIONS.

Participants in Solicitation

GLED, Purchaser, Merger Sub, the Company, certain shareholders of the Company, and their respective directors, executive officers and employees and other persons may be deemed to be participants in the solicitation of proxies from the holders of GLED’s ordinary share in respect of the proposed transaction. Information about GLED’s directors and executive officers and their ownership of GLED’s ordinary share is set forth in GLED’s initial public offering prospectus dated March 3, 2026 filed with the SEC, as modified or supplemented by any Form 10-K, Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These documents can be obtained free of charge from the sources indicated above.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
2.1*		Agreement and Plan of Merger, dated May 1, 2026
10.1		Company Shareholder Support Agreement
10.2		Sponsor Support Agreement
10.3		Form of Lock-Up Agreement
10.4		Form of Amended and Restated Registration Rights Agreement
99.1		Press Release, dated May 1, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

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: May 1, 2026	By:	/s/ Ping Zhang
	Name:	Ping Zhang
	Title:	Chief Executive Officer

Exhibit 99.1

Rongcheng Group Limited Announces Entering into an Agreement and Plan of Merger with GalaxyEdge Acquisition Corporation

HONG KONG AND NEW YORK – May 1, 2026 – Rongcheng Group Limited, a Cayman Islands exempted company (“Rongcheng” or the “Company”) announced today that it has entered into an Agreement and Plan of Merger (the “Agreement”) with GalaxyEdge Acquisition Corporation (NYSE: GLED, GLEDR, GLEDU) (“GalaxyEdge”), a Cayman Islands exempted company and special purpose acquisition company, Rongcheng Global Limited, a Cayman Islands exempted company and wholly owned subsidiary of GalaxyEdge (the “Purchaser”), and GLED Merger Sub Ltd., a Cayman Islands exempted company and wholly owned subsidiary of the Purchaser (the “Merger Sub”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of the Purchaser, and GalaxyEdge will merge with and into the Purchaser, with the Purchaser surviving as the publicly traded company (the “Proposed Transaction”).

Rongcheng is an integrated waste sorting service provider delivering end-to-end “consultation–implementation–training” solutions to enterprises and a variety of customers, including consultation, implementation support, and training solutions.

Chen Li, Director of Rongcheng, said, “The strategic transaction validates our integrated ‘consultation–implementation–training’ model and accelerates our business expansion. Becoming a public company will enhance our credibility and provide access to diversified sources of capital to scale our operations and deepen our competitive moat.”

Mr. Ping Zhang, Chairman/CEO of GalaxyEdge, said, “The merger reflects our commitment to pairing our public market platform with an operator that can execute. With Rongcheng’s end-to-end “consultation–implementation–training” service model and established customer relationships, we believe the company is positioned to capitalize on significant opportunities ahead, while our structure provides the resources and support needed to scale effectively.”

Transaction Overview

Pursuant to the Agreement, GalaxyEdge will merge with and into Purchaser, its wholly owned subsidiary, which Purchaser surviving the merger and becoming the publicly listed company, and its wholly owned subsidiary, Merger Sub, will merge with and into Rongcheng, with Rongcheng being the surviving company with the end result being Purchaser as the publicly listed company, in each case subject to the terms and conditions of the Agreement.

The Proposed Transaction implies a pre-money equity value of approximately $350 million for the Company. Additional information regarding transaction proceeds, sources and uses of funds, and pro forma ownership will be included in the registration statement and other transaction-related materials to be filed in connection with the Proposed Transaction. The parties may also cooperate in connection with any additional financing arrangements sought in connection with the Proposed Transaction.

The Proposed Transaction, which has been approved by the boards of directors of both GalaxyEdge and Rongcheng, is subject to regulatory approvals, the approvals by the shareholders of GalaxyEdge and Rongcheng, respectively, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the U.S. Securities and Exchange Commission (the “SEC”), and the approval by the stock exchange of the listing application of the combined company.

The description of the Proposed Transaction contained herein is only a summary and is qualified in its entirety by reference to the Agreement relating to the Proposed Transaction. A more detailed description of the Proposed Transaction and a copy of the Agreement will be included in a Current Report on Form 8-K to be filed by GalaxyEdge with the SEC and will be available on the SEC’s website at www.sec.gov.

Advisors

Celine & Partners, PLLC, Ogier, and David Fong & Co serve as legal advisors to GalaxyEdge. Torres & Zheng at Law, P.C., Harney Westwood & Riegels, and Yick & Chan, Solicitors serve as legal advisors to Rongcheng.

About Rongcheng Group Limited

Rongcheng is an integrated waste sorting service provider delivering end-to-end “consultation–implementation–training” solutions. Headquartered in Hong Kong, Rongcheng leverages a network of local consulting and recycling partners, alongside AI-powered sorting technology, to offer integrated policy advisory, advertising advisory, and project execution.

About GalaxyEdge Acquisition Corporation

GalaxyEdge is a special purpose acquisition company incorporated as a Cayman Islands exempted company and listed on the New York Stock Exchange under the symbols GLED U, GLED, and GLED RT. GalaxyEdge was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. GalaxyEdge’s strategy is to identify and partner with a business that can benefit from access to the public markets and additional growth opportunities.

Important Additional Information Regarding the Transaction Will Be Filed With the SEC

This press release relates to the proposed business combination between GalaxyEdge and Rongcheng. This press release does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Purchaser and Rongcheng intend to file a Registration Statement on Form F-4 (as may be amended from time to time) with the SEC, which will include a document that serves as a joint prospectus and proxy statement, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all GalaxyEdge shareholders. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. GalaxyEdge and Rongcheng will also file other documents regarding the proposed business combination with the SEC. This press release does not contain all the information that should be considered concerning the proposed business combination and is not intended to form the basis of any investment decision or any other decision in respect of the business combination. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF GALAXYEDGE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.

Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by GalaxyEdge and Rongcheng through the website maintained by the SEC at www.sec.gov. The documents filed by GalaxyEdge and Rongcheng with the SEC also may be obtained free of charge upon written request to GalaxyEdge, 1185 Avenue of the Americas, 3^rd Fl., New York, NY 10036.

Participants in the Solicitations

GalaxyEdge, Rongcheng and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from GalaxyEdge’s shareholders in connection with the proposed business combination. A list of the names of the directors, executive officers, other members of management and employees of GalaxyEdge and Rongcheng, as well as information regarding their interests in the business combination, will be contained in the Registration Statement on Form F-4 to be filed with the SEC by Purchaser and Rongcheng. Additional information regarding the interests of such potential participants in the solicitation process may also be included in other relevant documents when they are filed with the SEC. You may obtain free copies of these documents from the sources indicated above.

Caution About Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and section 21E of the U.S. Securities Exchange Act of 1934 (“Exchange Act”) that are based on beliefs and assumptions and on information currently available to Galaxyedge and Rongcheng. These forward-looking statements are based on GalaxyEdge’s and Rongcheng’s expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including projections of market opportunity and market share, the capability of Rongcheng’s business plans including its plans to expand, the anticipated enterprise value of the combined company following the consummation of the proposed business combination, anticipated benefits of the proposed business combination and expectations related to the terms and timing of the proposed business combination, are also forward-looking statements.

Although each of GalaxyEdge and Rongcheng believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of GalaxyEdge and Rongcheng cautions you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. These factors are difficult to predict accurately and may be beyond GalaxyEdge’s and Rongcheng’s control. In addition, there will be risks and uncertainties described in the proxy statement/prospectus on Form F-4 relating to the proposed business combination, which is expected to be filed by Purchaser and Rongcheng with the SEC and other documents filed by GalaxyEdge or Rongcheng from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking statements.

There may be additional risks that neither GalaxyEdge or Rongcheng presently know or that GalaxyEdge and Rongcheng currently believe are immaterial and that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by GalaxyEdge or Rongcheng, their respective directors, officers or employees or any other person that GalaxyEdge and Rongcheng will achieve their objectives and plans in any specified time frame, or at all. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for GalaxyEdge or Rongcheng to predict these events or how they may affect GalaxyEdge or Rongcheng. Except as required by law, neither GalaxyEdge nor Rongcheng has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date this communication is issued. In light of these risks and uncertainties, investors should keep in mind that results, events or developments discussed in any forward-looking statement made in this communication may not occur. Uncertainties and risk factors that could affect GalaxyEdge’s and Rongcheng’s future performance and cause results to differ from the forward-looking statements in this release include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against GalaxyEdge or Rongcheng, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of GalaxyEdge or to satisfy other conditions to closing; changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations; the ability to meet stock exchange listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of GalaxyEdge or Rongcheng as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; costs related to the business combination; changes in applicable laws or regulations; GalaxyEdge’s estimates of expenditures and profitability and underlying assumptions with respect to shareholder redemptions and purchase price and other adjustments; the impact of the COVID-19 pandemic; changes in laws and regulations that impact Rongcheng; ability to enforce, protect and maintain intellectual property rights; and other risks and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in GalaxyEdge’s final prospectus, dated March 3, 2026 and filed with the SEC on March 6, 2026, relating to its initial public offering and in subsequent filings with the SEC, including the registration statement on Form F-4 relating to the business combination expected to be filed by the Purchaser and Rongcheng.

No Offer or Solicitation

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

For further queries, please contact:

Ping Zhang

Chairman and CEO

GalaxyEdge Acquisition Corporation

Email: pingzhang@galaxyedge.co

Amy Wang

Company Representative

Email: boliyujojo@163.com

Source: View Original Filing on SEC EDGAR

FAQ

What business combination did GalaxyEdge (GLED) announce with Rongcheng Group Limited?

GalaxyEdge Acquisition Corporation agreed to merge with Rongcheng Group Limited via a two-step SPAC and acquisition merger. GalaxyEdge will merge into Purchaser, which stays public, while a subsidiary merges with Rongcheng, making Rongcheng a wholly owned subsidiary of Purchaser.

What valuation and consideration are set in the GalaxyEdge (GLED) and Rongcheng merger?

Rongcheng shareholders will receive the right to an aggregate 35,000,000 Purchaser ordinary shares valued at $10.00 per share. This consideration reflects an agreed pre-money equity valuation for Rongcheng of approximately $350,000,000 under the merger agreement.

How will governance change after the GalaxyEdge (GLED) and Rongcheng merger closes?

Immediately after the acquisition merger, Purchaser’s board is expected to have five directors, with four designated by Rongcheng and one by GalaxyEdge. The officers of Rongcheng are expected to become the officers of Purchaser following completion of the business combination.

What lock-up and registration rights apply after the GalaxyEdge (GLED)–Rongcheng deal?

At closing, certain Rongcheng shareholders, Equinox Capital Solutions Limited, the sponsor and others are expected to enter 180-day lock-up agreements restricting transfers of specified Purchaser shares. An amended and restated registration rights agreement will grant demand, piggyback and shelf registration rights for eligible equity securities.

What conditions must be satisfied before the GalaxyEdge (GLED) and Rongcheng merger can close?

Closing requires absence of legal prohibitions, shareholder approvals from GalaxyEdge and Rongcheng, SEC effectiveness of a Form F-4 registration statement, stock exchange listing approval of Purchaser securities, accuracy of representations, covenant compliance and completion of Rongcheng’s specified offshore reorganization.

Rongcheng, GalaxyEdge (NYSE: GLED) agree to $350M SPAC merger deal

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