GLED · GalaxyEdge Acquisition Corporation

GalaxyEdge Acquisition Corporation, a SPAC listed on NYSE, announced entry into a definitive Agreement and Plan of Merger on May 1, 2026, targeting Rongcheng Group Limited, a Cayman Islands holding company providing integrated waste sorting services through subsidiaries in Hong Kong and China (WFOE: Shanghai Huanju Zhiguan Enterprise Management Consulting Co., Ltd.). The transaction employs a dual-merger structure: first, GalaxyEdge merges into its wholly-owned subsidiary Rongcheng Global Limited (Purchaser survives as public company), followed concurrently by Purchaser's subsidiary GLED Merger Sub merging into Rongcheng (Rongcheng survives as Purchaser's wholly-owned subsidiary). This de-SPAC transaction values Rongcheng at a $350 million pre-money equity valuation, with Company shareholders receiving 35 million Purchaser ordinary shares at $10 per share in exchange for their cancelled ordinary shares (excluding excluded shares). Post-closing, Purchaser's board expands to five directors (one Parent designee, four Company designees meeting NYSE independence requirements), and Rongcheng's officers assume Purchaser officer roles, signaling operational continuity under target management. Supporting agreements include Company Shareholder Support Agreement committing certain holders to vote in favor of the mergers, Sponsor Support Agreement by Equinox Capital Solutions Limited (Parent sponsor) waiving redemption rights and agreeing to vote affirmatively, 180-day lock-up agreements for key shareholders/sponsor, and amended registration rights providing demand, piggyback, and shelf rights. Closing is subject to customary conditions including Parent and Company shareholder approvals, SEC effectiveness of Form F-4 registration statement/proxy, NYSE listing approval, no material adverse effect, and Company completion of offshore reorganization plus potential ODI filings. Termination rights exist for uncured breaches or failure to close by outside date. The deal provides Rongcheng public market access to fund expansion of its consultation-implementation-training model while leveraging GalaxyEdge's public infrastructure.