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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 13, 2026
Quartzsea Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42555 |
|
00-0000000N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1185 Avenue of the Americas, Suite 349
New York, NY |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 574-4425
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Units, each consisting of one ordinary share and one right |
|
QSEAU |
|
The Nasdaq Stock Market LLC |
| Ordinary shares, par value $0.0001 per share |
|
QSEA |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-fifth of one ordinary share |
|
QSEAR |
|
The Nasdaq Stock Market LLC |
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 1.01 Entry into a Material Definitive
Agreement
On October 15, 2026, following shareholder approval
at the Extraordinary General Meeting, the Company entered into Amendment No. 2 (the “Trust Amendment”) to the Investment Management
Trust Agreement, dated March 17, 2025, as previously amended, with Continental Stock Transfer & Trust Company, as trustee.
The Trust Amendment permits corresponding monthly
extensions through February 19, 2027, as described in Item 5.03 above. For each one-month extension, the Company must deposit into the
trust account the lesser of $100,000 and $0.033 for each then-outstanding public ordinary share. It also requires disclosure of each monthly
contribution on Form 8-K, provides a 30-day cure period for missed contributions before liquidation of the trust account, and prohibits
modification of the extension terms during the extension period.
The foregoing description is qualified in its entirety by the Trust
Amendment, filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; change in Fiscal Year.
On October 15, 2026, the Company’s Second
Amended and Restated Memorandum of Association became effective following shareholder approval at the Extraordinary General Meeting. It
permits the Company to extend its deadline to consummate an initial business combination from October 19, 2026, on a month-to-month basis
for up to four one-month extensions, with a final extended deadline of February 19, 2027, or such earlier date as the Company’s
board of directors may determine.
The foregoing description is qualified in its
entirety by the Second Amended and Restated Memorandum of Association, filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item
5.07 Submission of a Matter to a Vote of Security Holders.
On
October 13, 2026, Quartzsea Acquisition Corporation (the “Company”) held an Extraordinary General Meeting of Shareholders
(the “Extraordinary General Meeting”). The record date for shareholders entitled to notice of, and to vote at, the Extraordinary
General Meeting was September 22, 2026. As of the record date, there were 10,134,518 ordinary shares issued and outstanding and entitled
to vote at the Extraordinary General Meeting. Of these shares, 8,411,452 shares (representing approximately 83.00% of the outstanding
ordinary shares), constituting a quorum, were present by virtual attendance or represented by proxy.
At
the Extraordinary General Meeting, three proposals were submitted to the Company’s shareholders, each as described in more detail
in the Company’s definitive proxy statement. The final voting results were as follows:
Proposal
1 – Extension Amendment
The
Company’s shareholders approved an amendment to the Company’s Second Amended and Restated Memorandum of Association extending
the deadline to consummate an initial business combination from October 19, 2026, to February 19, 2027, or such earlier date as the Board
of Directors may determine, with the Company permitted to extend such date on a month-to-month basis for up to four additional one-month
extensions.
| For |
|
Against |
|
Abstain |
| 6,745,828 |
|
1,665,624 |
|
0 |
Proposal
2 – Trust Agreement Amendment
The
Company’s shareholders approved a corresponding amendment to the Company’s Investment Management Trust Agreement, dated March
17, 2025, with Continental Stock Transfer & Trust Company, extending the trust termination date from October 19, 2026, to February
19, 2027, on the same month-to-month basis described above. For each one-month extension, the Company will deposit into the trust account
the lesser of (i) $100,000 or (ii) $0.033 per outstanding public share.
| For |
|
Against |
|
Abstain |
| 6,745,828 |
|
1,665,624 |
|
0 |
Proposal
3 – Adjournment Proposal
The
Company’s shareholders approved a Proposal to authorize the chairman of the Extraordinary General Meeting to adjourn to a later
date or dates, if necessary, to permit further solicitation and voting of proxies if there were insufficient votes to approve Proposal
1 or Proposal 2.
| For |
|
Against |
|
Abstain |
| 6,745,828 |
|
1,665,624 |
|
0 |
All
three Proposals were approved. The Company intends to file an amendment to its Second Amended and Restated Memorandum of Association
with the Registrar of Companies of the Cayman Islands promptly following the Extraordinary General Meeting.
In
connection with the Extraordinary General Meeting, holders of 3,344,937 ordinary shares exercised their right to redeem such shares at
a redemption price of approximately $10.71 per share for an aggregate redemption amount of approximately $35.8 million. Following the
redemptions, 3,659,681 public ordinary shares remain outstanding.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Second Amended and Restated Memorandum of Association, dated October 13, 2026 |
| 10.1 |
|
Amendment No.2 to the Investment Management Trust Agreement, dated October 15, 2026 |
| 104 |
|
Cover Page Interactive Data File |
SIGNATURES
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.
| QUARTZSEA
ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/
Qi Gong |
|
| Name: |
Qi
Gong |
|
| Title: |
Chief
Executive Officer |
|
| |
|
|
| Date:
October 19, 2026 |
|
