QuasarEdge Acquisition Corp

false 0002085177 0002085177 2026-06-09 2026-06-09 0002085177 CIK0002085177:UnitsEachConsistingOfOneOrdinaryShareParValue0.0001AndOneRightEntitlingHolderToReceiveOnefourth14OfOneOrdinaryShareMember 2026-06-09 2026-06-09 0002085177 CIK0002085177:OrdinaryShares0.0001ParValueMember 2026-06-09 2026-06-09 0002085177 CIK0002085177:RightsToReceiveOnefourth14OfOneOrdinaryShareMember 2026-06-09 2026-06-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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/A 00-0000000 (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. 1 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