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GLED 8-K: DA with Rongcheng Group; $350mm pre-money / 35mm sh @ $10; rights 1/4

2026-05-01 · GalaxyEdge Acquisition

GalaxyEdge Acquisition Corporation (GLED) filed an 8-K dated May 1, 2026 under Item 1.01 reporting entry into an Agreement and Plan of Merger. Counterparties are Rongcheng Group Limited (Company), a Principal Shareholder, Chen Li as Principal Shareholder representative, Rongcheng Global Limited (Purchaser, wholly owned by Parent), and GLED Merger Sub Ltd. (Merger Sub, wholly owned by Purchaser). Exhibit 2.1 is the Merger Agreement; related support, lock-up, and registration-rights forms are Exhibits 10.1–10.4. A press release is furnished as Exhibit 99.1 under Item 7.01 (not “filed”). Structure is dual-track: (i) SPAC Merger—Parent merges into Purchaser, Purchaser surviving; (ii) concurrent Acquisition Merger—Merger Sub merges into the Company, Company surviving as a wholly owned Purchaser subsidiary. At SPAC Merger effective time, each Parent ordinary share converts one-for-one into a Purchaser Class A ordinary share and each Parent right converts into one Purchaser right. At Acquisition Merger effective time, Company ordinary shares (other than excluded shares) are cancelled for the right to receive a portion of 35,000,000 Purchaser ordinary shares valued at $10.00 per share, on an agreed Company pre-money equity valuation of $350,000,000. Post-close governance stated in the filing: Purchaser board expected at five directors (one Parent designee, four Company designees), subject to NYSE/Nasdaq requirements; Company officers expected to become Purchaser officers. Ancillary packages include a Company Shareholder Support Agreement (vote for the deal), a Sponsor Support Agreement (vote for; vote against impeding proposals; no redemption of Sponsor-held Parent shares; transfer restrictions), form lock-ups at closing (certain Company holders, Sponsor Equinox Capital Solutions Limited, and others; 180 days from closing, customary exceptions), and an amended and restated registration rights agreement (demand, piggyback, shelf). Closing conditions listed as customary: no legal prohibition; Parent and Company shareholder approvals; registration statement declared effective; Purchaser securities approved for NYSE listing; bring-down of reps/warranties and covenants; no MAE on Company or Parent; and completion of the Company’s contemplated internal offshore reorganization. Covenants include joint prep/filing of a registration statement with Parent proxy statement/prospectus, reasonable best efforts on approvals, listing maintenance, Company financials delivery, lock-ups, ODI filings if applicable, and Company shareholder approval. Termination is mutual consent, outside date (not numerically stated in the 8-K narrative), final non-appealable governmental block, uncured breach, or failed shareholder votes. Reps generally do not survive closing except fraud. Close-path (Pulse): signing moves the name from pre-DA into a defined DA workstream—F-4/registration statement plus proxy, dual shareholder votes, listing approval, and the offshore reorganization must clear before close. Sponsor non-redemption and support voting firm up sponsor-side alignment but do not remove public redemption optionality at the Parent vote. Cash (V): the 8-K does not state trust balance, redemption election figures, minimum-cash or maximum-redemption thresholds, PIPE/backstop amounts, or net cash to the combined company. Consideration to Company holders is stock-denominated (35mm shares / $350mm pre-money at $10.00); no cash merger consideration to Company equity is described in the summary. Rights economics per the cover and deal mechanics: Parent units include one right to receive one-fourth (1/4) of one ordinary share (GLEDR); rights roll into Purchaser rights and are treated per the Merger Agreement. Conversion ratio implied by the registered right is 1/4 share per right (n = 4). The filing does not give an outside-date calendar day, does not name the Principal Shareholder, does not detail Company business metrics beyond deal terms, does not quantify regulatory (including PRC) approval paths beyond risk language, and does not attach full schedules (omitted under Item 601(b)(2)). Investors are pointed to the forthcoming Form F-4 registration statement/proxy for full terms.

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