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GalaxyEdge Acquisition Corporation entered into an Agreement and Plan of Merger to combine with Rongcheng Group Limited through a dual-step transaction: a SPAC Merger and a concurrent Acquisition Merger. Under the agreement, the Company will receive $10.00 per share in exchange for 35,000,000 ordinary shares of Purchaser, implying a pre-money equity valuation of $350,000,000.
Post-closing governance is expected to feature a five-member board with one director designated by Parent and four designated by the Company, subject to NYSE/Nasdaq requirements. The agreement contemplates customary closing conditions, representations and warranties (no survival except for fraud), shareholder and sponsor support agreements, lock-ups of 180 days, and registration rights.
GalaxyEdge Acquisition Corporation entered into an Agreement and Plan of Merger with Rongcheng Group Limited. The deal uses a two-step structure where GalaxyEdge merges into a wholly owned subsidiary (Purchaser), which remains the publicly listed company, while another subsidiary merges with Rongcheng, leaving Rongcheng as a wholly owned subsidiary of Purchaser.
Rongcheng shareholders’ ordinary shares will be cancelled in exchange for the right to receive an aggregate 35,000,000 Purchaser ordinary shares, valued at $10.00 per share, based on a pre-money equity valuation of $350,000,000. Closing is subject to shareholder approvals, SEC effectiveness of a Form F-4 registration statement, stock exchange listing approval and other customary conditions. Sponsor and company shareholders have entered or will enter support and lock-up arrangements, including a 180-day lock-up on certain shares and an amended and restated registration rights agreement.
Wolverine Asset Management and related entities report beneficial ownership of 583,001 Class A Ordinary Shares of GalaxyEdge Acquisition Corp. The filing states this equals 5.1% of the Issuer's outstanding ordinary shares, using a denominator of 11,507,500 units sold in the IPO and related private sales per the Issuer's March 17, 2026 8-K. The filing identifies shared voting and dispositive power over the 583,001 shares held through Wolverine Holdings, LLC, and notes Wolverine Flagship Fund Trading Limited as having the right to receive dividends or proceeds on those shares.
GalaxyEdge Acquisition Corp director Daniel M. McCabe has filed an initial insider ownership report on Form 3. He is identified as a director and, in this data, no share transactions, option exercises, gifts, or other changes in ownership are reported, and no derivative positions are listed.
GalaxyEdge Acquisition Corporation reported that holders of its NYSE-listed units can begin trading the underlying ordinary shares and rights separately starting on or about April 14, 2026, earlier than originally contemplated in its prospectus.
Any units that are not separated will continue to trade under the symbol “GLED U”, while the separated ordinary shares and rights are expected to trade under “GLED” and “GLED RT”, respectively. Each unit consists of one ordinary share and one right to receive one-fourth of one ordinary share upon completion of the company’s initial business combination. Holders must have their brokers contact Continental Stock Transfer & Trust Company to effect the separation.
GalaxyEdge Acquisition Corp director Zhang Wei filed an initial Form 3 ownership report. The filing lists no common stock or derivative holdings and shows no buy, sell, or other insider transactions in the reported data. It serves as a baseline disclosure of Zhang Wei’s reporting status as a director.
GalaxyEdge Acquisition Corp director Gong Qi has filed an initial ownership report showing indirect holdings in the company. The filing lists 3,720,000 ordinary shares held by Equinox Capital Solutions Limited, which acquired these shares before the company’s initial public offering.
The report also notes 227,500 rights underlying private placement units sold alongside the initial public offering. Each right is exchangeable into one-fourth of one ordinary share upon completion of the company’s initial business combination, representing 56,875 underlying ordinary shares held indirectly.
GalaxyEdge Acquisition Corp director and executive Zhang Ping filed an initial insider ownership report on Form 3. He is identified as Chairman, CEO, and CFO of the company. This filing is an administrative disclosure of his status as a reporting person and does not report any share transactions.
Equinox Capital Solutions Ltd filed an initial ownership report for GalaxyEdge Acquisition Corp, showing a significant stake as a ten percent owner. The filing lists beneficial ownership of 3,720,000 ordinary shares, described in a footnote as founder shares acquired before the company’s initial public offering.
Equinox also holds 227,500 rights issued in a private placement completed at the same time as the IPO. Each right is exchangeable for one-fourth of one ordinary share upon completion of GalaxyEdge’s initial business combination, representing 56,875 underlying ordinary shares at an exercise price of $0.0000 per share.
Equinox Capital Solutions Limited, the sponsor of GalaxyEdge Acquisition Corp, reports beneficial ownership of 4,252,500 ordinary shares. Based on 15,525,000 ordinary shares outstanding after the IPO and full exercise of the over-allotment option, this represents about 27.4% of GalaxyEdge’s equity.
The position includes 4,025,000 Founder Shares acquired for $25,000 and 227,500 shares underlying private placement units bought at $10.00 per unit in connection with the IPO and the over-allotment closing. Equinox states that the shares were acquired for investment purposes and that it may increase or reduce its holdings over time, subject to market conditions and other factors.