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): June 9, 2026
QuasarEdge Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43013 |
|
N/A00-0000000 |
(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. |
On June 9, 2026, QuasarEdge
Acquisition Corporation, a Cayman Islands exempted company (“QRED” or “Parent”), Robseek Intelligence Inc., a
Cayman Islands exempted company (the “Company”), Robseek Limited, a business company incorporated under the Laws of British
Virgin Islands (the “Principal Shareholder”), and Meng Tang, an individual, solely in his capacity as the shareholder representative,
agent and attorney-in-fact of the Principal Shareholder (the “Principal Shareholder’s Representative”), Robseek Inc.,
a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Purchaser”), and QRED Merger Sub Ltd., a Cayman
Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”). Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them
in the Merger Agreement.
SPAC Merger and Acquisition Merger
Pursuant to the Merger Agreement,
the parties will consummate a business combination transaction through the following transactions: (i) Parent will merge with and into
Purchaser, with Purchaser surviving such merger as the surviving company (the “SPAC Merger”); and (ii) immediately following
the SPAC Merger, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary
of Purchaser (the “Acquisition Merger,” and together with the SPAC Merger, the “Mergers”).
Subject to, and in accordance
with, the terms and conditions of the Merger Agreement, at the effective time of the SPAC Merger, each issued and outstanding ordinary
share of Parent will be converted automatically into one Purchaser Class A ordinary share, and each issued and outstanding right of Parent
will be converted automatically into one right of Purchaser, which will be treated in accordance with the terms of the Merger Agreement.
Subject to, and in accordance
with, the terms and conditions of the Merger Agreement, at the effective time of the Acquisition Merger, each issued and outstanding ordinary
share of the Company, other than excluded shares, will be cancelled in exchange for the right to receive the applicable portion of 100,000,000
ordinary shares of Purchaser, valued at $10.00 per share, based on an agreed pre-money equity valuation of the Company of $1,000,000,000,
subject to allocation among the Company shareholders in accordance with the Merger Agreement.
Immediately after the effective
time of the Acquisition Merger, the board of directors of Purchaser is expected to consist of seven directors, one of whom will be designated
by Parent and six of whom will be designated by the Company, subject to the requirements of the New York Stock Exchange (“NYSE”)
or Nasdaq Stock Market (“Nasdaq”). The officers of the Company are expected to become the officers of Purchaser.
Representations and Warranties
In the Merger Agreement, the Company
makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate
matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and related transaction documents; (c) consents
and approvals required in connection with the execution and performance of the Merger Agreement; (d) absence of conflicts; (e) capitalization
and capital structure; (f) charter documents and corporate records; (g) financial statements and books and records; (h) absence of certain
changes or events; (i) title to assets and properties; (j) material contracts; (k) intellectual property; (l) cybersecurity, regulatory
matters and compliance with laws; (m) tax matters; (n) employment matters; (o) litigation; (p) subsidiaries; (q) licenses and permits;
(r) customers and suppliers; (s) accounts receivable and payable; (t) environmental matters; (u) money laundering laws and sanctions matters;
(v) related party transactions; and (w) other customary representations and warranties.
In the Merger Agreement, Parent,
Purchaser and Merger Sub make certain representations and warranties relating to, among other things: (a) proper corporate organization
and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and related transaction
documents; (c) consents and approvals required in connection with the execution and performance of the Merger Agreement; (d) absence of
conflicts; (e) capitalization; (f) issuance of shares; (g) information supplied for inclusion in the Registration Statement and other
filings; (h) the trust account; (i) listing matters; (j) board approval; (k) SEC (defined below) filings and financial statements; (l)
litigation; (m) compliance with laws; (n) money laundering laws and sanctions matters; (o) investment company status; (p) tax matters;
(q) material contracts; and (r) other customary representations and warranties.
Conduct Prior to Closing; Covenants
The parties have made customary
covenants in the Merger Agreement, including, among other things, covenants with respect to the conduct of the business of the Company
and its subsidiaries prior to the closing of the Mergers.
The Merger Agreement also
contains covenants providing for, among other things:
| |
● |
the parties to cooperate to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement in connection with the transactions contemplated by the Merger Agreement, which registration statement will include a proxy statement/prospectus relating to the transactions contemplated by the Merger Agreement; |
| |
● |
the parties to use reasonable best efforts to obtain required approvals and consummate the transactions contemplated by the Merger Agreement; |
| |
● |
the parties to take certain actions to maintain the
listing of Purchaser’s securities on Nasdaq or NYSE following the closing; |
| |
● |
the Company to deliver certain financial statements; |
| |
● |
the Company and certain Company shareholders to enter into lock-up agreements at the closing; |
| |
● |
the Company to obtain the requisite approval of its shareholders. |
Conditions to the Consummation of the Transactions
Consummation of the
transactions contemplated by the Merger Agreement is subject to customary closing conditions, including, among others: (i) the
absence of any applicable law or order prohibiting consummation of the transactions; (ii) receipt of required approvals of Parent
shareholders and Company shareholders; (iii) the registration statement having been declared effective by the SEC; (iv) the approval
for listing of Purchaser’s securities on the Nasdaq or NYSE; (v) the accuracy of the parties’ respective representations and
warranties, subject to the standards set forth in the Merger Agreement; (vi) material compliance by the parties with their
respective covenants; (vii) the absence of a material adverse effect with respect to the Company or Parent; and (viii) the
completion by the Company of an internal reorganization of its offshore structure as contemplated by the Merger Agreement.
No Survival
The representations and warranties
of the parties contained in the Merger Agreement will not survive the closing, except in the case of fraud claims. Certain covenants and
agreements that by their terms are required to be performed after the closing will survive in accordance with their terms.
Termination
The Merger Agreement may be
terminated under certain customary and limited circumstances prior to the closing, including, among others: (i) by mutual written consent
of Parent and the Company; (ii) by either Parent or the Company if the closing has not occurred by the applicable outside date set forth
in the Merger Agreement, subject to certain exceptions; (iii) by either Parent or the Company if a governmental authority has issued a
final, non-appealable order prohibiting the transactions; (iv) by Parent or the Company upon certain uncured breaches of representations,
warranties, covenants or agreements by the other party; and (v) by Parent or the Company if the required shareholder approvals are not
obtained.
The foregoing description
of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by
the terms and conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date
of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made solely
for purposes of the contract among the respective parties and may be subject to important qualifications and limitations agreed to by
the parties in connection with negotiating the Merger Agreement. The Merger Agreement has been included to provide investors with information
regarding its terms. It is not intended to provide any other factual information about the parties to the Merger Agreement. Investors
should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the
actual state of facts or condition of any party to the Merger Agreement.
Company Shareholder Support Agreement
In connection with the execution
of the Merger Agreement, certain shareholders of the Company entered into a shareholder support agreement with Parent, pursuant to which
such shareholders agreed, among other things, to vote or cause to be voted the Company shares held by them in favor of the Merger Agreement,
the Acquisition Merger and the other transactions contemplated by the Merger Agreement, and to take certain other actions in furtherance
of the transactions contemplated thereby (the “Company Shareholder Support Agreement”).
The foregoing description
of the Company Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form
of Shareholder Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Sponsor Support Agreement
In connection with the execution
of the Merger Agreement, Parent, the Company, Sponsor, and certain other parties entered into a sponsor support agreement, pursuant to
which the sponsor agreed, among other things, to vote the Parent ordinary shares held by it in favor of the Merger Agreement, the SPAC
Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement, to vote against proposals that would reasonably
be expected to impede or interfere with the transactions contemplated by the Merger Agreement, not to redeem any Parent ordinary shares
held by it in connection with the business combination, and to comply with certain transfer restrictions with respect to its Parent securities,
in each case subject to the terms and conditions set forth therein (the “Sponsor Support Agreement”).
The foregoing description
of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Sponsor Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
Lock-Up Agreements
At the closing of the business
combination, certain shareholders of the Company, Aspira Capital Consulting LTD, Parent’s sponsor (the “Sponsor”), and
certain other holders are expected to enter into lock-up agreements (the “Lock-Up Agreement”) with Purchaser, pursuant to
which such holders will agree, subject to certain customary exceptions, not to transfer, sell, assign, pledge or otherwise dispose of
certain Purchaser ordinary shares received in connection with the business combination within 180 days from the closing of the business
combination.
The foregoing description
of the form of Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Lock-Up Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.
Registration Rights Agreement
In connection with the execution
of the Merger Agreement, at or prior to the closing of the business combination, Company, Parent, Purchaser, certain existing shareholders
of Parent, certain shareholders of the Company, and certain other holders will enter into an amended and restated registration rights
agreement (the “Registration Rights Agreement”).
Pursuant to the Registration
Rights Agreement, among other things, the holders party thereto will be granted certain customary registration rights with respect to
certain equity securities of Purchaser held by them following the closing of the business combination, including (i) demand registration
rights, (ii) piggyback registration rights and (iii) shelf registration rights. In particular, subject to certain limitations set forth
therein, holders of a majority-in-interest of the registrable securities will have the right to request that Purchaser file a registration
statement to register the resale of such securities, and Purchaser will be obligated to include such securities in certain registration
statements initiated by Purchaser or other shareholders. The Registration Rights Agreement will also provide for customary cutback provisions,
procedures relating to underwritten offerings, including underwritten shelf takedowns, and allocation of expenses.
The foregoing description
of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Registration
Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.
Additional Agreements
The Merger Agreement also
contemplates that, at or prior to the closing, certain parties will enter into additional agreements, including lock-up agreements, a
registration rights agreement and other ancillary agreements, as applicable.
Item 7.01 Regulation FD Disclosure.
On June 9, 2026, Parent issued
a press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
The information in this Item
7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly
set forth by specific reference in such filing.
Important Notice Regarding Forward-Looking
Statements
This Current Report on Form
8-K contains certain “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange
Act of 1934, both as amended. Statements that are not historical facts, including statements about the pending transactions among QRED,
Purchaser, Merger Sub and the Company and the transactions contemplated thereby, and the parties’ perspectives and expectations,
are forward-looking statements. Such statements include, but are not limited to, statements regarding the proposed transaction, including
QRED’s and the Company’s expectations with respect to future performance and anticipated financial impacts of the business
combination, the satisfaction of the closing conditions to the business combination and the timing of the completion of the business combination.
The words “expect,” “believe,” “estimate,” “intend,” “plan” and similar expressions
indicate forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to various
risks and uncertainties, assumptions (including assumptions about general economic, market, industry and operational factors), known or
unknown, which could cause the actual results to vary materially from those indicated or anticipated.
Such risks and uncertainties
include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination
of the Merger Agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted
against QRED and the Company following the announcement of the Merger Agreement and the transactions contemplated therein; (3) the inability
to complete the business combination, including due to failure to obtain approval of the shareholders of QRED or other conditions to closing
in the Merger Agreement; (4) delays in obtaining or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Merger Agreement; (5) the occurrence of any event, change or other
circumstance that could give rise to the termination of the Merger Agreement or could otherwise cause the transaction to fail to close;
(6) the inability to obtain or maintain the listing of the post-acquisition company’s ordinary shares on the stock exchange following
the business combination; (7) the risk that the business combination disrupts current plans and operations as a result of the announcement
and consummation of the business combination; (8) the ability to recognize the anticipated benefits of the business combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain
its key employees; (9) costs related to the business combination; (10) changes in applicable laws or regulations; (11) the possibility
that the Company or the combined company may be adversely affected by other economic, business, and/or competitive factors and (12) other
risks and uncertainties to be identified in the Registration Statement filed by Purchaser and the Company (when available) relating to
the business combination, including those under “Risk Factors” therein, and in other filings with the SEC made by QRED and
the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned not
to place undue reliance on these forward-looking statements. Forward-looking statements relate only to the date they were made, and QRED,
Purchaser, Merger Sub, the Company, and their subsidiaries undertake no obligation to update forward-looking statements to reflect events
or circumstances after the date they were made except as required by law or applicable regulation.
Additional Information and Where to Find It
In connection with the transaction
described herein, Purchaser and the Company will file relevant materials with the SEC, including a registration statement on Form F-4
(as may be amended from time to time) that will include a proxy statement and a registration statement/preliminary prospectus (the “Registration
Statement”) pertaining to such transaction. The proxy statement and a proxy card will be mailed to the QRED’s shareholders
as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. QRED’s
shareholders will also be able to obtain a copy of the Registration Statement and proxy statement without charge from QRED. The Registration
Statement and proxy statement, once available, may also be obtained without charge at the SEC’s website at www.sec.gov or by writing
to QRED at 1185 Avenue of the Americas, Suite 304, New York, NY 10036.
INVESTORS AND SECURITY HOLDERS
OF QRED ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION
WITH THE TRANSACTIONS THAT QRED WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
QRED, THE COMPANY AND THE TRANSACTIONS.
Participants in Solicitation
QRED, Purchaser, Merger Sub,
the Company, certain shareholders of the Company, and their respective directors, executive officers and employees and other persons may
be deemed to be participants in the solicitation of proxies from the holders of QRED’s ordinary shares in respect of the proposed
transaction. Information about QRED’s directors and executive officers and their ownership of QRED’s ordinary shares is set
forth in QRED’s initial public offering prospectus dated April 14, 2026 filed with the SEC, as modified or supplemented by any Form
10-K, Form 3 or Form 4 filed with the SEC since the date of such filing. Other information regarding the interests of the participants
in the proxy solicitation will be included in the proxy statement pertaining to the proposed transaction when it becomes available. These
documents can be obtained free of charge from the sources indicated above.
| Item 9.01. |
Financial
Statements and Exhibits. |
| Exhibit
No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger, dated June 9, 2026 |
| 10.1 |
|
Company Shareholder Support Agreement |
| 10.2 |
|
Sponsor Support Agreement |
| 10.3 |
|
Form of Lock-Up Agreement |
| 10.4 |
|
Form of Amended and Restated Registration Rights Agreement |
| 99.1 |
|
Press Release, dated June 9, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and exhibits have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish copies of any of the omitted schedules
and exhibits upon request by the U.S. Securities and Exchange Commission. |
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: June 9, 2026 |
By: |
/s/
Qi Gong |
| |
Name: |
Qi Gong |
| |
Title: |
Chief Executive Officer |
