UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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 8.01. | Other Events. |
As previously reported, on April 16, 2026, QuasarEdge Acquisition Corporation, a Cayman Islands exempted company (the “Company”) consummated an initial public offering (the “IPO”) of 10,000,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $100,000,000.
On April 17, 2026, the Company announced that the underwriters of its initial public offering exercised in full their over-allotment option to purchase 1,500,000 additional units. The closing of the exercise of the over-allotment option occurred on April 21, 2026.
An audited balance sheet as of April 16, 2026 reflecting receipt of the proceeds upon consummation of the IPO has been issued by the Company and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on April 22, 2026.
An unaudited pro forma balance sheet of the Company as of April 21, 2026, reflecting the consummation of the exercise in full of the underwriters’ over-allotment option and the related transactions, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Balance Sheet as of April 21, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: April 27, 2026 | By: | /s/ Qi Gong |
| Name: | Qi Gong | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
| Unaudited Pro Forma Balance Sheet as of April 21, 2026 | F-2 | |
| Notes to Unaudited Pro Forma Financial Statement | F-3 |
F-1
QUASAREDGE ACQUISITION CORPORATION
UNAUDITED PRO FORMA BALANCE SHEET
April 21, 2026
| April 16, 2026 |
Pro Forma Adjustments |
As Adjusted |
|||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||
| Assets | |||||||||||||||
| Current Assets | |||||||||||||||
| Cash | $ | 989,747 | $ | (150,000 | ) | (b) | $ | 825,746 | |||||||
| (14,001 | ) | (g) | |||||||||||||
| Advance – related party | 85,000 | 75,000 | (c) | 235,000 | |||||||||||
| - | 75,000 | (d) | |||||||||||||
| Prepaid expenses | 12,000 | 7,752 | (g) | 19,752 | |||||||||||
| Total Current Assets | 1,086,747 | (6,249 | ) | 1,080,498 | |||||||||||
| Cash and investments held in Trust Account | 100,500,000 | 15,000,000 | (a) | 115,625,330 | |||||||||||
| 75,000 | (b) | ||||||||||||||
| 75,000 | (b) | ||||||||||||||
| (75,000 | ) | (e) | |||||||||||||
| 50,330 | (f) | ||||||||||||||
| Deferred offering costs | - | 5,999 | (g) | - | |||||||||||
| 75,000 | (e) | ||||||||||||||
| 46,680 | (i) | ||||||||||||||
| (127,679 | ) | (k) | |||||||||||||
| Total Assets | $ | 101,586,747 | $ | 15,119,081 | $ | 116,705,828 | |||||||||
| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | |||||||||||||||
| Current Liabilities | |||||||||||||||
| Accounts payable and accrued expenses | $ | 15,755 | $ | 1,397 | (j) | $ | 21,152 | ||||||||
| 4,000 | (j) | ||||||||||||||
| Due to related party | 5,309 | - | 5,309 | ||||||||||||
| Over-allotment option liability | 134,400 | (134,400 | ) | (h) | - | ||||||||||
| Total Current Liabilities | 155,464 | (129,003 | ) | 26,461 | |||||||||||
| Total Liabilities | 155,464 | (129,003 | ) | 26,461 | |||||||||||
| Commitments and Contingencies (Note 6) | |||||||||||||||
| Ordinary shares subject to possible redemption, $0.0001 par value, 500,000,000 shares authorized, 10,000,000 shares and 11,500,000 shares at redemption value of $10.050 and $10.054 per share, as actual and adjusted, respectively | 100,500,000 | 15,000,000 | (a) | 115,625,330 | |||||||||||
| 75,000 | (c) | ||||||||||||||
| 50,330 | (f) | ||||||||||||||
| Shareholders’ Equity: | |||||||||||||||
| Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 4,495,000 shares and 4,532,500 shares issued and outstanding, as actual and adjusted, respectively (excluding 10,000,000 shares and 11,500,000 shares subject to possible redemption, as actual and adjusted, respectively) | 449 | 1 | (d) | 453 | |||||||||||
| 3 | (i) | ||||||||||||||
| Additional paid-in capital | 1,012,819 | 74,999 | (d) | 1,090,886 | |||||||||||
| (127,679 | ) | (k) | |||||||||||||
| (50,330 | ) | (f) | |||||||||||||
| 134,400 | (h) | ||||||||||||||
| 46,677 | (i) | ||||||||||||||
| Accumulated deficit | (81,985 | ) | 50,330 | (f) | (37,302 | ) | |||||||||
| (1,397 | ) | (j) | |||||||||||||
| (4,000 | ) | (j) | |||||||||||||
| (250 | ) | (g) | |||||||||||||
| Total Shareholders’ Equity | 931,283 | 122,754 | 1,054,037 | ||||||||||||
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | $ | 101,586,747 | $ | 15,119,081 | $ | 116,705,828 | |||||||||
The accompany notes are an integral part of the unaudited pro forma financial statement.
F-2
QUASAREDGE ACQUISITION CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement Units
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of QuasarEdge Acquisition Corporation (the “Company”) as of April 16, 2026, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on April 21, 2026 as described below.
On April 16, 2026, the Company consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”) at an offering price of $10.00 per Unit generating gross proceeds of $100,000,000. Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which Aspira Capital Consulting Ltd. (the “Sponsor”), purchased 270,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total gross proceeds of $2,700,000.
The Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if any. On April 17, 2026, the underwriters notified the Company of their exercise of the over-allotment option in full to purchase 1,500,000 additional units (the “Option Units”) at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on April 21, 2026, generating total gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement of an aggregate of 7,500 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $75,000.
A total of $115,575,000 ($10.05 per Unit) of the net proceeds from the sales of Units in the IPO, the Option Units and the Private Placements on April 16, 2026 and April 21, 2026, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.
F-3
Pro forma adjustments to reflect the sales of the Option Units and additional Private Placement Units described above are as follows:
| Pro Forma Entries | Debit | Credit | |||||||
| (a) | Cash and investments held in Trust Account | $ | 15,000,000 | ||||||
| Ordinary share subject to possible redemption | $ | 15,000,000 | |||||||
| To record the sale of 1,500,000 Option Units at $10.00 per Unit | |||||||||
| (b) | Cash and investments held in Trust Account | $ | 75,000 | ||||||
| Cash and investments held in Trust Account | 75,000 | ||||||||
| Cash | $ | 150,000 | |||||||
| To record the transfer of cash account to Trust account for trust overfunding and payment of underwriting commission | |||||||||
| (c) | Advance – related party | $ | 75,000 | ||||||
| Ordinary share subject to possible redemption | $ | 75,000 | |||||||
| To record trust overfunding of $.05/unit *1,500,000 units – funds to be received from the sponsor | |||||||||
| (d) | Advance – related party | $ | 75,000 | ||||||
| Ordinary shares | $ | 1 | |||||||
| Additional paid-in capital | $ | 74,999 | |||||||
| To record the sale of 7,500 Private Placement Units at $10.00 per Unit – funds to be received from the sponsor | |||||||||
| (e) | Deferred offering costs | $ | 75,000 | ||||||
| Cash and investments held in Trust Account | $ | 75,000 | |||||||
| To record payment of underwriting commission (0.50% of sale of Option Units proceeds) | |||||||||
| (f) | Cash and investments held in Trust Account | $ | 50,330 | ||||||
| Interest earned in investments held in Trust Account | $ | 50,330 | |||||||
| Additional paid-in capital | $ | 50,330 | |||||||
| Ordinary share subject to possible redemption | $ | 50,330 | |||||||
| To record interest earned in Trust Account and to reclass interest income to temporary equity | |||||||||
| (g) | Deferred offering costs | $ | 5,999 | ||||||
| Trust fee | 250 | ||||||||
| Prepaid expense | 7,752 | ||||||||
| Cash | $ | 14,001 | |||||||
| To record prepaid expenses, deferred offering costs, and various trust fees | |||||||||
| (h) | Over-allotment liability | $ | 134,400 | ||||||
| Additional paid-in capital | $ | 134,400 | |||||||
| To reverse over-allotment option liability | |||||||||
| (i) | Deferred offering costs | $ | 46,680 | ||||||
| Ordinary shares | $ | 3 | |||||||
| Additional paid-in capital | 46,677 | ||||||||
| To record issuance of 30,000 representative shares to underwriter and fair market value | |||||||||
| (j) | Insurance expense | $ | 1,397 | ||||||
| Administrative service expense | 4,000 | ||||||||
| Accounts payable and accrued expenses | $ | 1,397 | |||||||
| Accounts payable and accrued expenses | 4,000 | ||||||||
| To record accrued expenses | |||||||||
| (k) | Additional paid-in capital | $ | 127,679 | ||||||
| Deferred offering costs | $ | 127,679 | |||||||
| To record the charge of deferred offering costs to APIC | |||||||||
F-4