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Quartzsea Acquisition Corporation is asking shareholders to approve amendments to extend its deadline to complete an initial business combination from June 19, 2026 to October 19, 2026, allowing up to four one-month extensions. For each one-month extension the Company (or Sponsor) will deposit $0.033 per then-outstanding public share into the Trust Account.
The proxy discloses the Trust Account held approximately $86,699,486.47 as of May 29, 2026, 8,280,000 public shares and an illustrative per-share redemption value of approximately $10.47. Approval of both the Charter amendment and Trust amendment requires the affirmative vote of at least 65% of outstanding ordinary shares. The Board recommends voting “FOR” all proposals.
Quartzsea Acquisition Corporation is asking shareholders to approve amendments to extend its deadline to complete an initial business combination from June 19, 2026 to October 19, 2026, allow up to four one‑month extensions, and permit a monthly trust contribution of $0.033 per then‑outstanding public share.
The Special Meeting is virtual on June 16, 2026. As of May 29, 2026, the Trust Account held approximately $86,699,486.47, there were 8,040,849 public shares and 11,409,900 ordinary shares outstanding, giving an illustrative per‑share redemption of about $10.78. Approval of the Trust Amendment requires an affirmative vote of at least 65% of outstanding ordinary shares; the Sponsor and certain insiders control 3,129,900 votes.
Quartzsea Acquisition Corporation is asking shareholders to approve extensions that give its SPAC more time to complete an initial business combination and adjust the related trust terms. The proposals would move the deadline from June 19, 2026 to as late as October 19, 2026 through up to four one‑month extensions, with a $0.033 per‑share Monthly Contribution to the trust for each extra month. As of May 29, 2026, the trust held about $86.7M, implying an illustrative redemption value of roughly $10.69 per public share. Shareholders can redeem regardless of how they vote, while the sponsor has agreed not to seek reimbursement of dissolution expenses from the trust if Quartzsea ultimately liquidates. The board highlights a pending Business Combination Agreement with Eight Directions Technology Limited as the main reason for seeking additional time.
Quartzsea Acquisition Corporation entered into an Agreement and Plan of Merger with Eight Directions Technology Limited, launching a two-step business combination. First, Quartzsea will merge into a wholly owned subsidiary, which will remain the publicly listed company. Immediately after, another subsidiary will merge into Eight Directions, making it a wholly owned subsidiary.
The deal is based on an agreed pre-money equity valuation of approximately $515 million for Eight Directions. Existing Quartzsea ordinary shares will convert into Class A shares of the new parent, and rights will convert into one-fifth of a Class A share. Eight Directions shareholders will receive Class A or high-vote Class B shares, each valued at $10.00 per share, with Class B carrying ten votes per share.
The parties signed related shareholder and sponsor support agreements, lock-up arrangements with 180-day transfer restrictions, and a new registration rights agreement allowing certain holders to register resales of up to 15% of Purchaser’s outstanding shares after six months. The transaction requires shareholder approvals, SEC effectiveness of a Form F-4 registration statement, Nasdaq listing approval, and satisfaction of other customary closing conditions.
Quartzsea Acquisition Corporation submitted a Form 12b-25 notifying the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended February 28, 2026 due to a delay in completing the report's financial statements. The company states it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.
Quartzsea Acquisition Corporation has terminated its planned merger with Broadway Technology Inc. The companies signed a Termination, Settlement and Mutual General Release Agreement effective March 17, 2026, ending the June 6, 2025 Merger Agreement and all related transactions.
Both sides granted mutual releases of claims related to the merger and proposed business combination, and no termination fees are payable by either party. The decision was driven by a prolonged China Securities Regulatory Commission approval process and related PRC regulatory uncertainty, leaving Quartzsea to seek an alternative business combination.
Quartzsea Acquisition Corporation files its annual report describing operations as a blank check company focused on completing a business combination. The SPAC completed an IPO of 8,280,000 units at $10.00 each and a private placement of 231,900 units at $10.00, with $82,800,000 placed in a trust account for public shareholders.
As of November 30, 2025, the redemption value was about $10.29 per public share, and as of May 31, 2025, non-affiliate ordinary shares had an aggregate market value of $84,787,200. The company has 11,409,900 ordinary shares outstanding as of March 16, 2026, trades on Nasdaq under QSEAU, QSEA and QSEAR, and has up to 21 months from its IPO closing to complete a business combination before it must redeem public shares and liquidate.
Quartzsea Acquisition Corporation reported that it entered into Amendment No. 1 to its Underwriting Agreement with Polaris Advisory Partners, LLC and Kingswood Capital Partners LLC. The amendment changes how the deferred underwriting commission will be calculated and paid in connection with its initial business combination.
Under the revised terms, the deferred underwriting commission will be paid from the trust account when the initial business combination is completed and will equal 4.00% of the gross proceeds from the sale of the firm and option units, capped at 4.00% of the funds remaining in the trust account after all properly submitted redemptions. The amendment also clarifies that the underwriters may waive this deferred commission before the business combination is consummated.