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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 10, 2026
GalaxyEdge Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-00000 001-43175 |
|
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 |
| (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 Nasdaq Stock Market LLC |
| Ordinary Shares, $0.0001 par value |
|
GLED |
|
The Nasdaq Stock Market LLC |
| Rights to receive one-fourth (1/4) of one ordinary share |
|
GLEDR |
|
The Nasdaq Stock Market LLC |
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.
On March 10, 2026, the underwriters
of the initial public offering (the “IPO”) of GalaxyEdge Acquisition Corp. (the “Company”) exercised in full their
over-allotment option to purchase 1,500,000 additional units (the “Units”) at a price of $10.00 per Unit, resulting in additional
gross proceeds of $15,000,000 to the Company. Following the exercise of the over-allotment option, the total number of Units sold in the
IPO increased to 11,500,000 Units, resulting in aggregate gross proceeds of $115,000,000.
A copy of the press release
announcing the exercise of the over-allotment option is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release Announcing Exercise of Over-Allotment Option |
| 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 10, 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
