Quartzsea Acquisition (QSEAR) SEC Filings

Quartzsea Acquisition Corp. (QSEA) shareholders approved an amendment moving the deadline to complete an initial business combination from October 19, 2026, to February 19, 2027, or an earlier date set by the board. The amendment allows up to four one-month extensions. The related trust amendment took effect October 15, 2026; for each monthly extension, the company must deposit the lesser of $100,000 and $0.033 per then-outstanding public ordinary share. Missed deposits have a 30-day cure period before trust liquidation.

At the October 13, 2026 meeting, all three proposals passed, each with 6,745,828 votes for and 1,665,624 against, with no abstentions. As of September 22, 2026, 10,134,518 ordinary shares were entitled to vote; 8,411,452 were present or represented, approximately 83.00%. Holders redeemed 3,344,937 ordinary shares at approximately $10.71 per share, for an aggregate redemption amount of approximately $35.8 million; 3,659,681 public ordinary shares remained outstanding after the redemptions.

Quartzsea Acquisition Corp. reported net income of $458,897 for the three months ended August 31, 2026, compared with $318,847 a year earlier; nine-month net income was $1,561,654, versus $260,445. Nine-month trust-account interest was $2,233,041, while general and administrative expenses were $671,490. The company reported no operating revenue to date as it seeks a business combination.

Under its May 13, 2026 agreement, Quartzsea would combine with Eight Directions Technology Limited through Eight Directions Global Limited, with aggregate consideration of $515,000,000 in 51,500,000 newly issued shares valued at $10.00 each. The transaction remains subject to Quartzsea shareholder approval, effectiveness of the SEC registration statement, and Nasdaq listing approval. A preliminary proxy seeks approval to extend the deadline from October 19, 2026 to October 19, 2027 through up to twelve one-month extensions, each funded at the lesser of $60,000 or $0.033 per Public Share.

As of August 31, 2026, cash was $848, the working capital deficit was $1,804,077, and trust-account investments were $74,568,817. Management concluded that substantial doubt exists about the company’s ability to continue as a going concern, citing its liquidity and the business-combination deadline. Nasdaq withdrew its delisting determination after Quartzsea paid the $75,000 past-due fee.

Quartzsea Acquisition Corp. (QSEA) is asking shareholders to approve linked charter and trust amendments that would extend its deadline for an initial business combination from October 19, 2026, on a month-to-month basis for up to four one-month extensions, ending February 19, 2027, or earlier if the board sets an earlier date. Both amendments must be approved and implemented. For each extension month, the company would deposit the lesser of $100,000 or $0.033 per then-outstanding Public Share. A separate proposal would allow the meeting to be adjourned if votes are insufficient.

Amendment No. 2 corrects ownership, voting and redemption disclosures, including the Public Share count used for the redemption estimate. As of September 22, 2026, 7,004,618 Public Shares were outstanding for that calculation and $74,900,460.95 was held in trust; the estimated redemption price was approximately $10.69 per share, subject to change. Shareholders may redeem regardless of how they vote. The special meeting is October 13, 2026, and each extension proposal requires approval from holders of at least 65% of outstanding ordinary shares. The proposed extension would allow more time to pursue the pending business combination with Eight Directions Technology Limited, which remains subject to closing conditions.

Quartzsea Acquisition Corp. (QSEA) asks shareholders to approve matching charter and trust amendments that would extend its business-combination deadline from October 19, 2026, by up to four one-month extensions, to as late as February 19, 2027, or an earlier Board-selected date. Both amendments must be approved and implemented. For each extension, QSEA would deposit the lesser of $100,000 or $0.033 per then-outstanding Public Share. The October 13, 2026 meeting also includes a proposal to adjourn if votes are insufficient.

As of September 22, 2026, the Trust Account held approximately US$74,900,460.95, and the estimated redemption price was approximately US$10.84 per Public Share, subject to interest, permitted withdrawals and redemptions. QSEA has a pending business combination agreement with Eight Directions Technology Limited; failure to complete a business combination by the applicable deadline would require winding up and redemption of 100% of Public Shares. Each extension proposal requires affirmative votes from at least 65% of outstanding ordinary shares. Amendment No. 1 corrects ownership and voting disclosures; the revised table lists Qi Gong, chief executive officer and director, and Sponsor Blue Jay Investment LLC at 3,129,900 shares (30.88%) each. A footnote says Qi Gong may be deemed to beneficially own Sponsor-held securities.

Quartzsea Acquisition Corp. (QSEA) is asking shareholders at its October 13, 2026 special meeting to approve linked charter and trust amendments that would extend its business-combination deadline from October 19, 2026, by up to four one-month extensions through February 19, 2027, or an earlier date set by the board. Each extension would require a Trust Account deposit equal to the lesser of $100,000 or $0.033 per then-outstanding Public Share.

Both amendments must be approved and implemented together, and each needs affirmative votes from holders of at least 65% of outstanding ordinary shares; the board may still abandon them. Public shareholders may redeem shares in connection with the meeting. Completion of Quartzsea’s proposed business combination under its agreement with Eight Directions Technology Limited remains subject to shareholder approval, effectiveness of a Form F-4 registration statement and other closing conditions. If either proposal fails and no business combination is completed by October 19, 2026, Quartzsea must wind up, redeem 100% of outstanding Public Shares and liquidate, subject to applicable law.

Quartzsea Acquisition Corp (QSEA) disclosed that on September 19, 2026 it deposited $175,000 into its trust account for the benefit of public shareholders to extend the deadline to complete its initial business combination. This moves the business combination deadline from September 19, 2026 to October 19, 2026.

The extension is made under previously approved amendments to the Second Amended and Restated Memorandum of Association and the Investment Management Trust Agreement, which allow month-to-month extensions through October 19, 2026. For each one-month extension, Quartzsea must deposit into the trust account the lesser of $175,000 or $0.033 per then-outstanding public share.

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.