10/06/2026 | Press release | Distributed by Public on 10/06/2026 15:23
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amendment to Agreement and Plan of Merger
As previously disclosed, on June 9, 2026, QuasarEdge Acquisition Corporation, a Cayman Islands exempted company ("QRED"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Robseek Intelligence Inc., a Cayman Islands exempted company ("Robseek"), Robseek Limited, Meng Tang, solely in his capacity as the representative of Robseek Limited, Robseek Inc., a Cayman Islands exempted company ("Purchaser"), and QRED Merger Sub Ltd., a Cayman Islands exempted company ("Merger Sub").
On October 6, 2026, the parties entered into a First Amendment to the Merger Agreement (the "Amendment"). Pursuant to the Amendment, among other things, the parties agreed to (i) clarify the terms of QRED's outstanding rights and units, including that each QRED right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share of Purchaser upon the consummation of an initial business combination; (ii) eliminate the Class A and Class B ordinary share structure of Purchaser and provide for a single class of Purchaser ordinary shares, with each Purchaser ordinary share entitled to one vote; (iii) amend certain provisions relating to the treatment of QRED's and Purchaser's rights in connection with the transactions contemplated by the Merger Agreement; (iv) amend and restate the shareholder allocation schedule to provide for an aggregate of 100,000,000 closing payment shares; (v) amend the lock-up provisions applicable to the Purchaser ordinary shares issued to the Company's shareholders in connection with the merger to provide that such shares will generally remain subject to transfer restrictions until the earlier of 180 days following the closing and the satisfaction of a specified $12.50 trading-price condition beginning at least 90 days following the closing; and (v) make certain other clarifying and conforming changes to the Merger Agreement.
A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.