Quartzsea (NASDAQ: QSEA) shareholders back merger and trust deadline extensions

Rhea-AI Filing Summary

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.

Insights

SPAC and capital markets analyst

Shareholders approved more time for Quartzsea to complete a merger, with some redemptions.

Quartzsea Acquisition Corporation obtained shareholder approval to extend its business combination deadline from June 19, 2026 to October 19, 2026, plus up to four monthly extensions. This keeps the SPAC active longer, allowing more time to identify and close a target deal.

The related trust amendment ties each one‑month extension to a deposit of the lesser of $175,000 or $0.033 per outstanding public share into the trust, supporting the cash value for remaining shareholders. At the same time, holders of 1,275,382 ordinary shares chose to redeem, reducing the public float and available cash in the trust.

The voting margins were clear, with 7,459,067 votes in favor and 1,980,763 against on each proposal, indicating sufficient support among participating shareholders. Future outcomes will depend on Quartzsea’s ability to secure a suitable business combination before the extended outside dates.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 11,409,900 shares Shares represented at meeting: 9,439,830 shares (82.73%) Extension approval votes: 7,459,067 for / 1,980,763 against +5 more

8 metrics

Shares outstanding on record date 11,409,900 shares Ordinary shares entitled to vote as of May 29, 2026

Shares represented at meeting 9,439,830 shares (82.73%) Shares present or by proxy at Extraordinary General Meeting

Extension approval votes 7,459,067 for / 1,980,763 against Proposal 1 – Extension Amendment vote results

Trust amendment votes 7,459,067 for / 1,980,763 against Proposal 2 – Trust Agreement Amendment vote results

Per‑month trust deposit cap $175,000 Maximum cash Quartzsea will deposit for each one‑month extension

Alternative per‑share deposit $0.033 per public share Per‑share amount used if lower than $175,000 total

Shares redeemed 1,275,382 shares Ordinary shares whose holders exercised redemption rights

New combination deadline October 19, 2026 Extended deadline to consummate initial business combination

Key Terms

Extraordinary General Meeting, Investment Management Trust Agreement, redemption rights, Memorandum of Association, +1 more

5 terms

Extraordinary General Meeting financial

"On June 23, 2026, Quartzsea Acquisition Corporation held an Extraordinary General Meeting of Shareholders"

Investment Management Trust Agreement financial

"a corresponding amendment to the Company’s Investment Management Trust Agreement, dated March 17, 2025"

A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.

redemption rights financial

"In connection with the Extraordinary General Meeting, holders of 1,275,382 ordinary shares exercised their redemption rights."

Redemption rights are contractual provisions that allow a holder of a security—such as preferred shares, bonds, or certain fund units—to require the issuer to buy back the security under specified conditions, often at a set price or by a defined formula. For investors they act like a return policy that offers a forced exit or downside protection, affecting a security’s value, liquidity and the issuer’s cash planning.

Memorandum of Association regulatory

"approved an amendment to the Company’s Second Amended and Restated Memorandum of Association"

A memorandum of association is a foundational legal document that creates a company and sets out its basic identity and powers — such as its name, purpose, share structure and the extent of owners’ liability. For investors it matters because it defines who can own what, what the company is allowed to do, and the limits on shareholder rights and protections; think of it as the company’s birth certificate and rulebook that affects ownership, risk and governance.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

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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): June 23, 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 304 New York, NY		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 612-1400

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 5.07 Submission of a Matter to a Vote of Security Holders.

On June 23, 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 May 29, 2026. As of the record date, there were 11,409,900 ordinary shares issued and outstanding and entitled to vote at the Extraordinary General Meeting. Of these shares, 9,439,830 shares (representing approximately 82.73% 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 June 19, 2026 to October 19, 2026, 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
7,459,067		1,980,763		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 June 19, 2026 to October 19, 2026 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) $175,000 or (ii) $0.033 per outstanding public share.

For		Against		Abstain
7,459,067		1,980,763		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
7,459,067		1,980,763		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 1,275,382 ordinary shares exercised their redemption rights.

1

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: June 23, 2026

2

FAQ

What did Quartzsea Acquisition Corporation (QSEA) shareholders approve on June 23, 2026?

Shareholders approved three proposals: extending the business combination deadline to October 19, 2026 with optional monthly extensions, amending the Investment Management Trust Agreement on the same schedule, and authorizing potential adjournment of the meeting to secure votes on the first two proposals.

How many Quartzsea (QSEA) shares were eligible and voted at the Extraordinary General Meeting?

As of the May 29, 2026 record date, 11,409,900 ordinary shares were issued, outstanding, and entitled to vote. At the meeting, 9,439,830 shares, representing about 82.73% of the outstanding ordinary shares, were present or represented by proxy, forming a valid quorum.

How did Quartzsea (QSEA) shareholders vote on extending the business combination deadline?

For the extension amendment, 7,459,067 votes were cast in favor, 1,980,763 votes against, and none abstained. This approval extended the deadline to complete an initial business combination from June 19, 2026 to October 19, 2026, with up to four additional month‑to‑month extensions.

What changes were made to Quartzsea’s (QSEA) Investment Management Trust Agreement?

Shareholders approved an amendment aligning the trust termination date with the new October 19, 2026 deadline and potential monthly extensions. For each one‑month extension, Quartzsea must deposit into the trust account the lesser of $175,000 or $0.033 per outstanding public share, supporting funds for public shareholders.

How many Quartzsea (QSEA) shares were redeemed in connection with the meeting?

In connection with the Extraordinary General Meeting, holders of 1,275,382 ordinary shares exercised their redemption rights. These redemptions reduce the number of outstanding public shares and lower the cash held in trust that remains available for the future business combination transaction.

What is the purpose of Quartzsea’s (QSEA) adjournment proposal that was approved?

The adjournment proposal authorized the chairman to postpone the Extraordinary General Meeting to a later date if more time was needed to solicit and obtain votes for the extension and trust amendment proposals. It functioned as a procedural safeguard but ultimately was approved with the same vote totals.

What ongoing obligations will Quartzsea (QSEA) have if it uses the monthly extensions?

For each month Quartzsea extends beyond October 19, 2026, it must deposit into the trust account the lesser of $175,000 or $0.033 per outstanding public share. This ongoing funding obligation is designed to preserve value for remaining public shareholders during the extended search period.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.9 KB
• EX-101 XBRL PRESENTATION FILE 25.3 KB