QuasarEdge amends merger with 100M payment shares

Transfer restrictions generally last until the earlier of 180 days after closing or satisfaction of the $12.50 trading-price condition, which begins at least 90 days after closing.

Rhea-AI Filing Summary

QuasarEdge Acquisition Corp. amended its merger agreement with Robseek Intelligence Inc., Robseek Limited, Meng Tang (solely as representative of Robseek Limited), Robseek Inc. (the Purchaser), and QRED Merger Sub Ltd. on October 6, 2026.

The amendment clarifies that each QRED right entitles its holder to receive one-fourth of one Purchaser ordinary share upon consummation of an initial business combination. It provides for a single class of Purchaser ordinary shares, with one vote per share, and an amended allocation schedule with an aggregate of 100,000,000 closing payment shares. Purchaser ordinary shares issued to the Company's shareholders in connection with the merger will generally remain transfer-restricted until the earlier of 180 days after closing and satisfaction of a specified $12.50 trading-price condition, which begins at least 90 days after closing.

Key Figures

Closing payment shares: 100,000,000 shares QRED right entitlement: 1/4 of one ordinary share per right Purchaser ordinary share voting rights: 1 vote per share +3 more

6 metrics

Closing payment shares 100,000,000 shares Aggregate amount in the amended shareholder allocation schedule

QRED right entitlement 1/4 of one ordinary share per right Upon consummation of an initial business combination

Purchaser ordinary share voting rights 1 vote per share Single class of Purchaser ordinary shares

Trading-price condition $12.50 Condition relevant to the transfer restrictions

Transfer restriction period 180 days Following closing; restrictions generally continue until the earlier of this period and satisfaction of the trading-price condition

Trading-price condition start At least 90 days Following closing

Key Terms

initial business combination, closing payment shares, lock-up provisions, shareholder allocation schedule

4 terms

initial business combination financial

"upon the consummation of an initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

closing payment shares financial

"an aggregate of 100,000,000 closing payment shares"

lock-up provisions financial

"amend the lock-up provisions applicable to the Purchaser ordinary shares"

Lock-up provisions are contractual rules that prevent certain shareholders—typically company founders, employees, and early investors—from selling their shares for a fixed period after a public offering or similar event. Investors care because when that period ends, a large number of shares can suddenly become available for sale, which can push the stock price down; think of it like a temporary dam holding back supply until a scheduled release that can change market liquidity and short-term price risk.

shareholder allocation schedule technical

"amend and restate the shareholder allocation schedule"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many closing payment shares does QRED's merger amendment provide?

The amended shareholder allocation schedule provides for an aggregate of 100,000,000 closing payment shares.

What does each QRED right entitle its holder to receive?

Each QRED right entitles its holder to receive one-fourth of one ordinary share of Purchaser upon consummation of an initial business combination.

When do transfer restrictions on QRED merger shares end?

The shares will generally remain subject to transfer restrictions until the earlier of 180 days following closing and satisfaction of the specified $12.50 trading-price condition, which begins at least 90 days following closing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/06/2026 - 06:32 PM Accepted by SEC EDGAR 10/06/2026 - 05:22 PM Learn about SEC filing dates

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): October 6, 2026

QuasarEdge Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43013		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1185 Avenue of the Americas, Suite 304 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 one-fourth (1/4) of one ordinary share		QRED U		The New York Stock Exchange
Ordinary Shares, $0.0001 par value		QRED		The New York Stock Exchange
Rights to receive one-fourth (1/4) of one ordinary share		QRED RT		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.

Amendment to Agreement and Plan of Merger

As previously disclosed, on June 9, 2026, QuasarEdge Acquisition Corporation, a Cayman Islands exempted company (“QRED”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Robseek Intelligence Inc., a Cayman Islands exempted company (“Robseek”), Robseek Limited, Meng Tang, solely in his capacity as the representative of Robseek Limited, Robseek Inc., a Cayman Islands exempted company (“Purchaser”), and QRED Merger Sub Ltd., a Cayman Islands exempted company (“Merger Sub”).

On October 6, 2026, the parties entered into a First Amendment to the Merger Agreement (the “Amendment”). Pursuant to the Amendment, among other things, the parties agreed to (i) clarify the terms of QRED’s outstanding rights and units, including that each QRED right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share of Purchaser upon the consummation of an initial business combination; (ii) eliminate the Class A and Class B ordinary share structure of Purchaser and provide for a single class of Purchaser ordinary shares, with each Purchaser ordinary share entitled to one vote; (iii) amend certain provisions relating to the treatment of QRED’s and Purchaser’s rights in connection with the transactions contemplated by the Merger Agreement; (iv) amend and restate the shareholder allocation schedule to provide for an aggregate of 100,000,000 closing payment shares; (v) amend the lock-up provisions applicable to the Purchaser ordinary shares issued to the Company’s shareholders in connection with the merger to provide that such shares will generally remain subject to transfer restrictions until the earlier of 180 days following the closing and the satisfaction of a specified $12.50 trading-price condition beginning at least 90 days following the closing; and (v) make certain other clarifying and conforming changes to the Merger Agreement.

A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
2.1		First Amendment to Agreement and Plan of Merger, dated October 6, 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.

	QuasarEdge Acquisition Corporation
Date: October 6, 2026	By:	/s/ Qi Gong
	Name:	Qi Gong
	Title:	Chief Executive Officer

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