Current Report · Items 1.01, 3.02, 5.03, 8.01, 9.01 · 8-K

QuasarEdge Acquisition Corp

QREDNYSEEQUITYCurrent

Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events

Filed Apr 17, 2026Accepted Apr 16, 2026, 8:18 PM EDTCIK 2085177Accession 0001829126-26-003570

Company context

We are a newly formed blank check company incorporated as a Cayman Islands exempted company on August 8, 2025 under the laws of the Cayman Islands with limited liability. We are formed 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, which we refer to throughout this prospectus as our initial business combination. Our efforts to identify a prospective target business will not be limited to a particular geographic region or industry. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company. Our ability to identify and evaluate a target company may be impacted by significant competition among other SPACs in pursuing a business combination transaction candidate and the significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.

Current securities

QREDNYSE · EQUITY · Current QRED.RTNASDAQ · RIGHT · Current

Historical securities (4)

QREDRNYSE · RIGHT · Historical · closed Jul 22, 2026 QREDUNYSE · UNIT · Historical · closed Jul 22, 2026 QRED.UNNYSE · UNIT · Historical · closed Jul 17, 2026 QRED.WSNYSE · WARRANT · Historical · closed Jul 22, 2026

Recent company filings

Disclosure sections

Items 1.01, 3.02, 5.03, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement

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”): 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; 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; 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; 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; 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; 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; 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 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 3.02Item 3.02 - Unregistered Sales of Equity

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 5.03Item 5.03 - Amendments to Articles/Bylaws

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 8.01Item 8.01 - Other Events

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.

Filed exhibits (3)

EX-4.1 (by filename) quasaredgeacq_ex4-1.htm

EX-4.1 4 quasaredgeacq_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (this “Agreement”) is made as of April 16, 2026 between QuasarEdge Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”). WHEREAS, the Company entered into an agreement with Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as representative of the several underwriters, for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters have agreed to purchase 10,000,000 units (or a maximum of 11,500,000 units if the underwriters’ over-allotment option is exercised in full). Each unit (“Unit”) consists of one ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one right to receive one-fourth (1/4) of one Ordinary Share (a “Public Right”) upon the happening of the triggering event described herein. In connection therewith, the Company will issue and deliver 10,000,000 Public Rights upon consummation of such Public Offering (or a maximum of 11,500,000 Publ…

Open exhibit ↗

EX-99.1 (by filename) quasaredgeacq_ex99-1.htm

EX-99.1 15 quasaredgeacq_ex99-1.htm EXHIBIT 99.1 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 pur…

Open exhibit ↗

EX-99.2 (by filename) quasaredgeacq_ex99-2.htm

EX-99.2 16 quasaredgeacq_ex99-2.htm EXHIBIT 99.2 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. Celi…

Open exhibit ↗