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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): April 13, 2026
QuasarEdge Acquisition Corp
(Exact name of registrant as specified in its charter)
| Cayman Islands |
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001-43013 |
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N/A00-0000000 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1185 Avenue of the Americas, Suite 304 New York, NY |
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10036 |
| (Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: Telephone: (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) |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
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 |
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Trading Symbol(s) |
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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 |
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QREDU |
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The New York Stock Exchange |
| Ordinary Shares, $0.0001 par value |
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QRED |
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The New York Stock Exchange |
| Rights to receive one-fourth (1/4) of one ordinary share |
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QREDR |
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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
April 16, 2026, QuasarEdge Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”)
of 10,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the
“Ordinary Shares”), and one right entitling the holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation
of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds
of $100,000,000. The underwriter has a 45-day option from the date of the prospectus to purchase up to an additional 1,500,000 Units
to cover over-allotments, if any.
Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, acted as the sole book-running manager in connection with the offering pursuant to the Underwriting Agreement dated April 14, 2026.
In connection therewith and the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s Registration Statement on Form S-1, as amended (File No. 333-294027), initially filed with the U.S. Securities and Exchange Commission on March 5, 2026 and declared effective on April 7, 2026, as further amended by Post-Effective Amendment No. 1 filed on April 10, 2026 and declared effective on April 13, 2026 (the “Registration Statement”):
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● |
Underwriting Agreement, dated April 14, 2026, by and between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for the offering (the “Underwriting Agreement”), a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference; |
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Rights Agreement, dated April 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.1 hereto and incorporated herein by reference; |
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Letter Agreement, dated April 16, 2026, by and among the Company, its officers and directors, and Aspira Capital Consulting LTD, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference; |
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Investment Management Trust Agreement, dated April 16, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference; |
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Registration Rights Agreement, dated April 16, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference; |
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Administrative Services Agreement, dated April 16, 2026, by and between the Company and Equinox Capital Solutions Limited, a copy of which is filed as Exhibit 10.5 hereto and incorporated herein by reference; |
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Private Unit Subscription Agreement, dated April 16, 2026, by and between the Company and Equinox Capital Solutions Limited (the “Sponsor”), a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference; and |
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Indemnification Agreements, each dated April 16, 2026, by and between the Company and each of its directors and officers, including Ping Zhang, Qi Gong, Wei (Victor) Zhang and Daniel McCabe, copies of which are filed as Exhibits 10.7, 10.8, 10.9 and 10.10 hereto and incorporated herein by reference. |
Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) with Aspira Capital Consulting LTD (the “Sponsor”) of 285,000 units (the “Private Units”) at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $2,850,000. The Private Units are identical to the units sold in the IPO, except that the Private Units are subject to certain transfer restrictions and registration rights as described in the Registration Statement. Each Private Unit consists of one ordinary share and one right to receive one-fourth (1/4) of one ordinary share upon the consummation of the Company’s initial business combination. No underwriting discounts or commissions were paid with respect to such sale.
The issuance of the Private Units was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective on April 13, 2026, in connection with the effectiveness of the Company’s Post-Effective Amendment No. 1 to its registration statement on Form S-1 relating to its initial public offering (the “IPO”), Wei (Victor) Zhang, Daniel M. McCabe and Ping Zhang (collectively, the “Directors,” and each, a “Director”) became members of the board of directors (the “Board”) of the Company. Qi Gong has served as the Company’s Chairwoman, Chief Executive Officer, Chief Financial Officer and a director since the Company’s formation.
The Board has determined that each of Wei (Victor) Zhang, Daniel M. McCabe and Ping Zhang qualifies as an independent director under the applicable listing standards of the New York Stock Exchange (“NYSE”) and under the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also determined that Wei (Victor) Zhang qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
Wei (Victor) Zhang, Daniel M. McCabe and Ping Zhang serve as members of the Company’s audit committee, corporate governance and nominating committee and compensation committee. Wei (Victor) Zhang serves as chairperson of the audit committee, Daniel M. McCabe serves as chairperson of the corporate governance and nominating committee, and Ping Zhang serves as chairperson of the compensation committee.
The Directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Other than the foregoing, none of the Directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any Director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On April 13, 2026, the Company adopted its Second Amended and Restated Memorandum and Articles of Association, which replaced the Company’s previously effective Amended and Restated Memorandum and Articles of Association. The Second Amended and Restated Memorandum and Articles of Association were adopted by special resolution of the Company’s sole shareholder and became effective immediately upon adoption.
A copy of the Second Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
As of April 16, 2026, a total of $103,500,000 of the net proceeds from the IPO and the private placement were placed in a trust account established for the benefit of the Company’s public shareholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee. An audited balance sheet as of April 16, 2026, reflecting receipt of the proceeds upon consummation of the IPO and the private placement, will be filed by the Company within four business days of the consummation of the IPO.
Copies of the press releases issued by the Company announcing the pricing of the IPO and the closing of the IPO are filed as Exhibits 99.1 and 99.2, respectively, hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
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Description |
| 1.1 |
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Underwriting Agreement dated April 14, 2026, by and between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for the offering. |
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| 3.1 |
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Amended and Restated Memorandum and Articles of Association |
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| 4.1 |
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Rights Agreement, dated April 16, 2026, between the Company and Continental Stock Transfer & Trust Company |
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| 10.1 |
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Letter Agreement, dated April 16, 2026, by and among the Company, its officers and directors, and Aspira Capital Consulting LTD. |
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| 10.2 |
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Investment Management Trust Agreement, dated April 16, 2026, between the Company and Continental Stock Transfer & Trust Company |
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| 10.3 |
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Registration
Rights Agreement, dated April 16, 2026, between the Company and Aspira Capital Consulting LTD |
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| 10.4 |
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Private Placement Units Purchase Agreement, dated April 16, 2026, by and between the Company and the Sponsor |
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| 10.5 |
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Administrative Services Agreement, dated April 16, 2026, by and between the Company and the Sponsor |
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| 10.6 |
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Share Escrow Agreement, dated April 16, 2026, by and between QuasarEdge Acquisition Corporation and Continental Stock Transfer & Trust Company, as escrow agent. |
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| 10.7 |
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Indemnification
Agreement, dated April 16, 2026, by and between QuasarEdge Acquisition Corp. and Ping Zhang. |
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| 10.8 |
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Indemnification
Agreement, dated April 16, 2026, by and between QuasarEdge Acquisition Corp. and Qi Gong. |
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| 10.9 |
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Indemnification
Agreement, dated April 16, 2026, by and between QuasarEdge Acquisition Corp. and Wei (Victor) Zhang. |
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| 10.10 |
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Indemnification
Agreement, dated April 16, 2026, by and between QuasarEdge Acquisition Corp. and Daniel McCabe. |
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| 99.1 |
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Press Release, dated April 14, 2026, titled “QuasarEdge Acquisition Corp Prices $100 Million Initial Public Offering.” |
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| 99.2 |
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Press Release, dated April 16, 2026, titled “QuasarEdge Acquisition Corp Announces Closing of $100 Million Initial Public Offering.” |
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| 104 |
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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.
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QuasarEdge Acquisition Corp |
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| Date: April 16, 2026 |
By: |
/s/ Qi Gong |
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Name: |
Qi Gong |
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Title: |
Chief Executive Officer |
Exhibit 99.1
QuasarEdge Acquisition Corp Prices $100 Million Initial Public Offering
NEW YORK, April 14, 2026 (GLOBE NEWSWIRE) — QuasarEdge Acquisition Corp, a blank check company incorporated in the Cayman Islands as an exempted company (the “Company”), today announced the pricing of its initial public offering (the “IPO”) of 10,000,000 units at an offering price of $10.00 per unit. The units are expected to commence trading on April 15, 2026 on the New York Stock Exchange (“NYSE”) under the ticker symbol “QREDU.” Each unit sold in the offering consists of one ordinary share and one right to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business combination. Only whole rights will be exchangeable for ordinary shares. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on NYSE under the symbols “QRED” and “QREDR,” respectively.
Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, is acting as the sole book-running manager for the offering.
The Company has granted the underwriter a 45-day option to purchase up to 1,500,000 additional units at the initial public offering price less the underwriting discount to cover over-allotments, if any. The offering is expected to close on April 16, 2026, subject to customary closing conditions.
Celine and Partners, P.L.L.C. is serving as US legal counsel to the Company and O’Melveny & Myers LLP is serving as legal counsel to Polaris, a division of Kingswood Capital Partners LLC, in the offering.
A registration statement on Form S-1 (File No. 333-294027) relating to these securities was initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2026, as amended by Amendment No. 1 thereto filed on April 1, 2026, and declared effective by the SEC on April 7, 2026. Post-Effective Amendment No. 1 thereto was filed with the SEC on April 10, 2026 and declared effective on April 13, 2026. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from the SEC’s website or from Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, by contacting Polaris at 650-690-1751, or as otherwise indicated in the prospectus.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About QuasarEdge Acquisition Corp
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 target businesses without being limited by a particular industry, the Company intends to focus on identifying a prospective target business in North America, South America, Europe, or Asia. The Company is led by Ms. Qi Gong, the Company’s Chairwoman, Chief Executive Officer, and Chief Financial Officer, and its board of directors, which includes seasoned executives Ping Zhang, Wei (Victor) Zhang, and Daniel M. McCabe.
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.
QuasarEdge Acquisition Corp
1185 Avenue of the Americas, 3rd Fl.
New York, NY 10036
Telephone: (212) 612-1400
Website:
quasaredge.co
Exhibit 99.2
QuasarEdge
Acquisition Corporation Announces Closing of $100 Million Initial Public Offering.
April 16, 2026
New York, New York, April 16, 2026 — QuasarEdge Acquisition Corp. (NYSE: QREDU, the “Company”) announced today that it closed its initial public offering (“IPO”) of 10,000,000 units at an offering price of $10.00 per unit. The underwriters have a 45-day option from the date of the prospectus to purchase up to an additional 1,500,000 units from the Company at the IPO price to cover over-allotments, if any.
Each unit consists of one ordinary share and one right to receive one-fourth (1/4) of one ordinary share upon the consummation of an initial business combination. The units are listed on the New York Stock Exchange (“NYSE”) and began trading under the ticker symbol “QREDU” on April 15, 2026. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on NYSE under the symbols “QRED” and “QREDR,” 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. O’Melveny & Myers LLP served as legal counsel to Polaris Advisory Partners LLC, the sole book-running manager for the offering. Aspira Capital Consulting LTD is the sponsor of the Company.
A registration statement on Form S-1 relating to the securities (File No. 333-294027) was previously filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on April 13, 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 shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About QuasarEdge 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 is led by Ms. Qi Gong, the Company’s Chairwoman, 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:
QuasarEdge Acquisition Corporation
1185 Avenue of the Americas, 3rd Fl. New York, NY 10036
Telephone: (212) 612-1400
Website: quasaredge.co