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QuasarEdge Acquisition (NYSE: QRED) completes SPAC IPO and fully upsized trust

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8-K

Rhea-AI Filing Summary

QuasarEdge Acquisition Corporation completed its initial public offering of 10,000,000 units at $10.00 each, raising $100,000,000, and the underwriters fully exercised their over-allotment option for 1,500,000 additional units, adding $15,000,000 of gross proceeds.

A total of $115,575,000, or $10.05 per unit, from the IPO, the over-allotment units and related private placements was deposited into a trust account. The company also issued additional private placement units and representative shares, and recorded related underwriting commissions, deferred offering costs and other expenses, which are reflected in an unaudited pro forma balance sheet as of April 21, 2026.

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Insights

QuasarEdge’s SPAC IPO closed with full over-allotment, funding a $115.6M trust.

The company completed its IPO of 10,000,000 units at $10.00 each and underwriters fully exercised a 1,500,000-unit over-allotment, adding gross proceeds of $15,000,000. Combined IPO, over-allotment and private placements funded a trust account with $115,575,000 at $10.05 per unit.

Pro forma, total assets reached $116,705,828, dominated by ordinary shares subject to possible redemption at approximately $10.054 per share for 11,500,000 redeemable shares. This structure is typical for a SPAC, where most capital sits in a trust until a business combination.

The filing also shows standard SPAC mechanics: private placement units of 270,000 plus 7,500 additional units to the sponsor, representative shares issued to the underwriter, and deferred offering costs charged to additional paid-in capital. Future filings will clarify how this capital is deployed once a target is identified.

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.
IPO units sold 10,000,000 units Initial public offering at $10.00 per unit
IPO gross proceeds $100,000,000 From base sale of 10,000,000 units
Over-allotment units 1,500,000 units Underwriters’ option exercised in full at $10.00
Over-allotment proceeds $15,000,000 Gross proceeds from additional 1,500,000 units
Trust account balance $115,575,000 Deposited at $10.05 per unit after IPO and over-allotment
Redeemable shares 11,500,000 shares Ordinary shares subject to redemption at ~$10.054 per share
Total pro forma assets $116,705,828 Unaudited pro forma balance sheet as of April 21, 2026
Sponsor private placement units 277,500 units 270,000 at IPO plus 7,500 at over-allotment closing
over-allotment option financial
"the underwriters of its initial public offering exercised in full their over-allotment option to purchase 1,500,000 additional units"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
Private Placement Units financial
"purchased 270,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit"
trust account financial
"were placed in a trust account with Continental Stock Transfer& Trust acting as trustee"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
ordinary shares subject to possible redemption financial
"Ordinary shares subject to possible redemption, $0.0001 par value, 500,000,000 shares authorized"
additional paid-in capital financial
"Additional paid-in capital | | | 1,012,819 | | | | 74,999"
Amount of money shareholders have paid to a company for shares that is above the stock’s nominal or par value; think of it as the extra premium paid when a group buys a ticket that has a low listed price. It matters to investors because it represents permanent capital on the balance sheet that can cushion losses, affect book value per share and indicate how much fresh cash equity holders have contributed beyond the minimum share value.
deferred offering costs financial
"Deferred offering costs | | | - | | | | 5,999"
Understanding 8-K Material Events →
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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 21, 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
(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   QREDU   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   QREDR   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 April 16, 2026, QuasarEdge 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 April 17, 2026, the Company announced that the underwriters of its initial public offering exercised in full their over-allotment option to purchase 1,500,000 additional units. The closing of the exercise of the over-allotment option occurred on April 21, 2026.

 

An audited balance sheet as of April 16, 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 April 22, 2026.

 

An unaudited pro forma balance sheet of the Company as of April 21, 2026, reflecting the consummation of the exercise in full of the underwriters’ over-allotment option and the related transactions, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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   Unaudited Pro Forma Balance Sheet as of April 21, 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: April 27, 2026 By: /s/ Qi Gong
  Name: Qi Gong
  Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

Unaudited Pro Forma Balance Sheet as of April 21, 2026   F-2
Notes to Unaudited Pro Forma Financial Statement   F-3

 

F-1

 

 

QUASAREDGE ACQUISITION CORPORATION

UNAUDITED PRO FORMA BALANCE SHEET

April 21, 2026

 

    April 16,
2026		     Pro Forma
Adjustments		           As
Adjusted		  
          (Unaudited)           (Unaudited)  
Assets                              
Current Assets                              
Cash   $ 989,747     $ (150,000 )   (b)     $ 825,746  
              (14,001 )   (g)          
Advance – related party     85,000       75,000     (c)       235,000  
      -       75,000     (d)          
Prepaid expenses     12,000       7,752     (g)       19,752  
Total Current Assets     1,086,747       (6,249 )           1,080,498  
                               
Cash and investments held in Trust Account     100,500,000       15,000,000     (a)       115,625,330  
              75,000     (b)          
              75,000     (b)          
              (75,000 )   (e)          
              50,330     (f)          
Deferred offering costs     -       5,999     (g)       -  
              75,000     (e)          
              46,680     (i)          
              (127,679 )   (k)          
Total Assets   $ 101,586,747     $ 15,119,081           $ 116,705,828  
                               
Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity                              
Current Liabilities                              
Accounts payable and accrued expenses   $ 15,755     $ 1,397     (j)     $ 21,152  
              4,000     (j)          
Due to related party     5,309       -             5,309  
Over-allotment option liability     134,400       (134,400 )   (h)       -  
Total Current Liabilities     155,464       (129,003 )           26,461  
Total Liabilities     155,464       (129,003 )           26,461  
                               
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 $10.050 and $10.054 per share, as actual and adjusted, respectively     100,500,000       15,000,000     (a)       115,625,330  
              75,000     (c)          
              50,330     (f)          
Shareholders’ Equity:                              
Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 4,495,000 shares and 4,532,500 shares issued and outstanding, as actual and adjusted, respectively (excluding 10,000,000 shares and 11,500,000 shares subject to possible redemption, as actual and adjusted, respectively)     449       1     (d)       453  
              3     (i)          
Additional paid-in capital     1,012,819       74,999     (d)       1,090,886  
              (127,679 )   (k)          
              (50,330 )   (f)          
              134,400     (h)          
              46,677     (i)          
Accumulated deficit     (81,985 )     50,330     (f)       (37,302 )
              (1,397 )   (j)          
              (4,000 )   (j)          
              (250 )   (g)          
Total Shareholders’ Equity     931,283       122,754             1,054,037  
Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity   $ 101,586,747     $ 15,119,081           $ 116,705,828  

 

The accompany notes are an integral part of the unaudited pro forma financial statement.

 

F-2

 

 

QUASAREDGE 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 QuasarEdge Acquisition Corporation (the “Company”) as of April 16, 2026, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on April 21, 2026 as described below.

 

On April 16, 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 Aspira Capital Consulting Ltd. (the “Sponsor”), purchased 270,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,700,000.

 

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 April 17, 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 April 21, 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 $115,575,000 ($10.05 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements on April 16, 2026 and April 21, 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          
  Cash and investments held in Trust Account     75,000          
  Cash           $ 150,000  
  To record the transfer of cash account to Trust account for trust overfunding and payment of underwriting commission                
                   
(c) Advance – related party   $ 75,000          
  Ordinary share subject to possible redemption           $ 75,000  
  To record trust overfunding of $.05/unit *1,500,000 units – funds to be received from the sponsor                
                   
(d) Advance – related party   $ 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 – funds to be received from the sponsor                
                   
(e) 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)                
                   
(f) Cash and investments held in Trust Account   $ 50,330          
  Interest earned in investments held in Trust Account           $ 50,330  
  Additional paid-in capital   $ 50,330          
  Ordinary share subject to possible redemption           $ 50,330  
  To record interest earned in Trust Account and to reclass interest income to temporary equity                
                   
(g) Deferred offering costs   $ 5,999          
  Trust fee     250          
  Prepaid expense     7,752          
  Cash           $ 14,001  
  To record prepaid expenses, deferred offering costs, and various trust fees                
                   
(h) Over-allotment liability   $ 134,400          
  Additional paid-in capital           $ 134,400  
  To reverse over-allotment option liability                
                   
(i) 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                
                   
(j) Insurance expense   $ 1,397          
  Administrative service expense     4,000          
  Accounts payable and accrued expenses           $ 1,397  
  Accounts payable and accrued expenses             4,000  
  To record accrued expenses                
                   
(k) Additional paid-in capital   $ 127,679          
  Deferred offering costs           $ 127,679  
  To record the charge of deferred offering costs to APIC                

 

F-4

Source: View Original Filing on SEC EDGAR

FAQ

How much capital did QuasarEdge Acquisition Corporation (QRED) raise in its IPO?

QuasarEdge Acquisition Corporation raised $100,000,000 from selling 10,000,000 units at $10.00 each in its initial public offering. This base IPO capital was later supplemented by a fully exercised over-allotment option, adding another $15,000,000 of gross proceeds to the SPAC’s cash pool.

What is the size of QuasarEdge (QRED) trust account after the over-allotment closing?

After the IPO, over-allotment and related private placements, QuasarEdge placed $115,575,000 into a trust account at $10.05 per unit. This trust balance represents the cash available for a future business combination, subject to potential redemptions by public shareholders at the stated redemption value.

How many QuasarEdge (QRED) units were sold through the over-allotment option?

Underwriters fully exercised their over-allotment option to purchase 1,500,000 additional units at $10.00 per unit. This transaction closed on April 21, 2026 and generated $15,000,000 of gross proceeds, which helped increase the funds deposited into the SPAC’s trust account for potential acquisitions.

What private placement units did QuasarEdge (QRED) issue to its sponsor?

QuasarEdge’s sponsor purchased 270,000 Private Placement Units at $10.00 per unit at IPO closing and an additional 7,500 such units at the over-allotment closing. These transactions generated $2,775,000 of gross proceeds, aligning the sponsor’s interests with public shareholders while funding offering-related costs.

How many QuasarEdge (QRED) ordinary shares are subject to possible redemption?

Pro forma, 11,500,000 ordinary shares are classified as subject to possible redemption at approximately $10.054 per share. These shares correspond to the public units sold, giving holders the option to redeem for cash from the trust account if they do not support a future business combination.

What are QuasarEdge (QRED) total pro forma assets after the over-allotment?

On a pro forma basis as of April 21, 2026, QuasarEdge reported $116,705,828 in total assets. Most of this amount relates to cash and investments held in the trust account and ordinary shares subject to possible redemption, consistent with the standard balance sheet profile of a recently launched SPAC.

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