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Quartzsea Acquisition Corp (symbol QSEA) reports that on August 19, 2026 it received a Nasdaq notice stating that its securities are subject to delisting because it had not paid listing fees required under Nasdaq Listing Rule 5250(f). The past-due amount was $75,000, and absent further action trading in its ordinary shares is expected to be suspended at the opening of business on August 28, 2026, followed by a Form 25-NSE to remove the securities from Nasdaq. The company had until 4:00 p.m. Eastern Time on August 26, 2026 to request a hearing that would stay the suspension. On August 25, 2026, Quartzsea paid the $75,000 in full and asked Nasdaq to confirm that the deficiency is cured and the delisting determination withdrawn, but it has not yet received written confirmation and notes there is no assurance Nasdaq will act before the suspension date.
Karpus Management, Inc., doing business as Karpus Investment Management, reports beneficial ownership of common shares of Quartzsea Acquisition Corp. This amendment reflects that accounts managed by Karpus hold 974,765 common shares, representing 9.62% of the class as of June 30, 2026.
Karpus, a New York corporation and registered investment adviser, has sole voting and dispositive power over all 974,765 shares and no shared power. The shares are owned directly by client accounts managed by Karpus. Karpus is controlled by City of London Investment Group plc, but the filing states that effective informational barriers result in Karpus exercising voting and investment power independently of CLIG.
Mizuho Financial Group, Inc., a parent holding company organized in Japan, reports beneficial ownership of common shares of Quartzsea Acquisition Corporation. Mizuho reports beneficial ownership of 993,296 common shares, representing 8.0% of the class. It has sole power to vote and dispose of all 993,296 shares and no shared voting or dispositive power. The shares are directly held by Mizuho Securities USA LLC, a wholly owned subsidiary, and Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed indirect beneficial owners.
W. R. Berkley Corporation, through subsidiary Berkley Insurance Company, reports beneficial ownership of Class A ordinary shares of Quartzsea Acquisition Corp. The group holds 900,000 Class A ordinary shares, representing 8.9% of this class.
The filing states no sole voting or dispositive power over these shares and shared voting and shared dispositive power over all 900,000 shares. Quartzsea Acquisition Corp’s principal executive offices are listed in New York, and W. R. Berkley Corporation’s principal business office is listed in Greenwich, Connecticut.
Wolverine Asset Management, LLC, together with Wolverine Holdings, LLC and managers Christopher L. Gust and Robert R. Bellick, reports beneficial ownership of 495,488 ordinary shares of Quartzsea Acquisition Corporation, representing 4.89% of the company’s outstanding ordinary shares.
All four reporting persons share voting and dispositive power over these 495,488 shares and report no sole voting or dispositive power. The ownership percentage is based on 10,134,518 Quartzsea ordinary shares outstanding, reflecting prior share redemptions disclosed by the company.
Quartzsea Acquisition Corporation reported net income of $573,672 for the three months and $1,102,757 for the six months ended May 31, 2026, driven by $1,530,207 of interest income on investments held in its Trust Account, partially offset by $427,450 of general and administrative expenses.
As of May 31, 2026, total assets were $86,845,340, including $86,732,878 held in the Trust Account and only $5,156 of cash outside the trust, with a working capital deficit of $1,035,078. There were 8,280,000 ordinary shares subject to possible redemption and 3,129,900 non‑redeemable ordinary shares outstanding.
Quartzsea terminated its earlier merger with Broadway Tech and on May 13, 2026 signed a new merger agreement with Eight Directions Technology Limited, valuing Eight Directions at $515,000,000, to be paid in 51,500,000 PubCo ordinary shares at $10.00 per share. On June 23, 2026, shareholders approved extending the business‑combination deadline from June 19, 2026 to October 19, 2026, with up to four additional one‑month extensions; 1,275,382 shares were redeemed for about $13.4 million, leaving 10,134,518 ordinary shares outstanding and approximately $73.6 million in the Trust Account. Management concludes that the limited cash outside the trust and deadline to complete a business combination raise substantial doubt about Quartzsea’s ability to continue as a going concern.
Quartzsea Acquisition Corporation held an Extraordinary General Meeting on June 23, 2026, where shareholders approved three proposals. As of the May 29, 2026 record date, 11,409,900 ordinary shares were outstanding, and 9,439,830 shares, or about 82.73%, were represented, constituting a quorum.
Shareholders approved extending the deadline to complete an initial business combination from June 19, 2026 to October 19, 2026, with the option for up to four additional one-month extensions. They also approved a matching amendment to the Investment Management Trust Agreement, with each one-month extension requiring a deposit into the trust account of the lesser of $175,000 or $0.033 per outstanding public share.
Shareholders further approved an adjournment proposal authorizing the chairman to adjourn the meeting if more time was needed to secure votes on the extension proposals. In connection with the meeting, holders of 1,275,382 ordinary shares exercised their redemption rights, and the company plans to file the constitutional amendment in the Cayman Islands.
Quartzsea Acquisition Corporation reported that its Extraordinary General Meeting of Shareholders has been postponed from June 18, 2026 to June 23, 2026. This meeting will consider changes to the company’s governing documents and trust agreement.
The proposed amendments would allow Quartzsea to extend the deadline to complete its initial business combination from June 19, 2026 to October 19, 2026 through up to four one-month extensions. For each month of extension, the company would deposit into its trust account the lesser of $0.033 per public share or $175,000.
Because of the postponement, the deadline for shareholders to exercise redemption rights is now 5:00 p.m. Eastern Time on June 23, 2026. Voting on the proposals remains open until 11:59 p.m. Eastern Time on June 22, 2026, giving shareholders additional time to cast or change their votes.
Quartzsea Acquisition Corporation is soliciting shareholder approval to (i) amend its Charter to extend the deadline to complete an initial business combination from June 19, 2026 to October 19, 2026 via up to four one-month extensions and (ii) amend its Trust Agreement so the Company will deposit, for each one-month extension, the lesser of $175,000 or $0.033 per then-outstanding public share into the Trust Account. The Special Meeting is scheduled for June 23, 2026 and shareholders may redeem Public Shares for a pro rata portion of the Trust Account prior to the meeting. The Board recommends a vote "FOR" the Extension Amendment, Trust Amendment and Adjournment proposals.
Quartzsea Acquisition Corporation filed an amended report to update shareholders on scheduling changes for its Extraordinary General Meeting of Shareholders. The meeting, originally set for 4:00 p.m. Eastern Time on June 16, 2026, has been postponed to 5:00 p.m. Eastern Time on June 18, 2026.
Because of this postponement, the deadline for shareholders to exercise their redemption rights has also been extended to 5:00 p.m. Eastern Time on June 18, 2026. No other information from the original report has been changed by this amendment.