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.
Quartzsea Acquisition Corp is the subject of an amended Schedule 13G filed by a group of Harraden-related entities and an individual. The amendment states that the Reporting Persons no longer hold any beneficial ownership of the issuer's Class A common stock and that their aggregate reported ownership is 0 shares, representing 0% of the class. This amendment is described in the filing as an exit filing, reporting that the Reporting Persons have ceased to be beneficial owners of more than five percent of the outstanding Class A common stock.
The filing lists the reporting group members and explains their relationships: three investment funds directly held the shares reported, with a GP and adviser structure and an individual (the managing member) who may be deemed to indirectly own those shares by virtue of control positions. The filing reports no sole or shared voting or dispositive power across the listed entities.
Quartzsea Acquisition Corporation is the subject of a joint Schedule 13G disclosure showing that TD Securities (USA) LLC beneficially owns 280,095 ordinary shares, representing 2.5% of the outstanding class. TD Securities states it has the sole power to vote and to dispose of these shares, while Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC and Toronto Dominion Bank joint-file and note potential indirect interests through ownership of TD Securities but disclaim ownership except for any pecuniary interest.
The filing includes a certification that the shares are held in the ordinary course of business and were not acquired to influence control of the issuer. The report clarifies ownership chain and voting/dispositive authority without indicating any controlling intent.