Quartzsea Acquisition Corp

Qi Gong and the Board state the extension provides necessary time to finalize SEC review and satisfy closing conditions for the pending Business Combination Agreement with Eight Directions Technology Limited entered into on May 13, 2026. The Board warns that if approvals fail or the combination is not consummated by the October 19, 2026 Extended Date, the Company will cease operations, redeem 100% of public shares at the calculated pro rata trust amount, and liquidate. The Sponsor has contractually agreed to waive reimbursement rights for dissolution expenses and structure extension contributions as non-interest-bearing, unsecured loans repayable only upon transaction completion, preserving the Trust Account for public shareholders. With the May 29, 2026 closing price at approximately US$10.45 per share, investors must weigh the small redemption premium against execution risk, noting the Sponsor and directors/officers control 3,129,900 ordinary shares (including 2,898,000 founder shares acquired for $25,000 total, or roughly $0.0086 per share, plus 231,900 private placement units purchased for $2,319,000 at $10.00 per unit).

This proxy dictates the active redemption clock, liquidity options, and continuation viability for QSEA investors. According to the Board, shareholders who decline to redeem by June 12, 2026 retain voting rights on a subsequent business combination or the right to cash redemption if liquidation occurs by October 19, 2026. The registrant discloses a May 13, 2026 Business Combination Agreement with Eight Directions Technology Limited, Chengji Zhang, Eight Directions Global Limited, and CUPS Sub Limited, which the Board claims requires additional time for SEC Form S-4 effectiveness and customary closing conditions. The filing highlights sponsor economic misalignment with public holders, noting Blue Jay Investment LLC acquired 4,025,000 Founder Shares for $25,000 (approximately $0.0062 per share) and holds 285,000 private placement units purchased for $2,850,000, both of which expire worthless upon liquidation. Legal counsel warned, per the registrant's disclosures, of CFIUS jurisdictional risks due to foreign directors and a non-U.S. Sponsor, alongside potential Excise Tax exposure under the Inflation Reduction Act. The Board explicitly recommends voting 'FOR' all proposals while reserving unilateral discretion to abandon the extension without further shareholder action.

This definitive proxy establishes the hard redemption deadline of June 12, 2026, and confirms the Company’s strategic reliance on the extension to accommodate SEC registration statement review and customary closing conditions for its pending partnership with Eight Directions Technology Limited, referencing an agreement dated May 13, 2026. The Board attributes the extension rationale to operational timing needs, warning that rejection triggers automatic liquidation. Investors must evaluate the $0.033 monthly deposit mechanism—which preserves trust principal and prevents internal expense deductions from public distributions—against the 65% voting threshold and the disclosed alignment where the Sponsor’s $0.0086 per share founder cost ($25,000 aggregate) incentivizes deal completion over liquidation. The filing discloses regulatory uncertainty regarding potential CFIUS scrutiny due to the Sponsor’s non-U.S. entity status and the target’s operations, alongside ambiguous exposure to the Inflation Reduction Act’s 1% excise tax on redemptions. Personnel disclosures confirm that CEO and Director Qi Gong, via Blue Jay Investment LLC, controls the entirety of the 3,129,900 insider voting block, while directors Ping Zhang and Daniel M. McCabe hold zero shares. The Board retains unilateral discretion to abandon the extension post-approval, and the Company contracts proxy solicitor Advantage Proxy for a fixed $8,500 fee plus reimbursements.

This filing provides the first definitive terms of the de-SPAC transaction. The trust value per share computed from the stated trust amount ($86.57M) and outstanding shares (11,409,900) is approximately $7.59, not $10.47. Redemption mechanics are standard: public shareholders can redeem at the vote. The sponsor is locked and not redeeming. The target's business is described as a vertically integrated disposable packaging manufacturer in Los Angeles, but no revenue or customer names are provided. The lock-up, registration rights, and board composition are now known. The six-month delay termination right (from May 13, 2026) provides a soft deadline, but no hard outside date is given in this filing. Investors should track the filing of the F-4, SEC clearance, and shareholder vote. The $515 million pre-money valuation is a key metric. There is a finder (Hugh Grow Investment Ltd.) entitled to 3% of total consideration.

Investors tracking redemption windows and trust mechanics must note the extended deadline pushes the hard liquidation date 12 months out, but ties continued operations to a mandatory monthly trust contribution that simultaneously inflates the redemption floor and creates a merger-contingent debt liability. The Board states the extension is necessary to navigate SEC review and close conditions for the Eight Directions Technology Limited transaction, yet management acknowledges that founder shares and private placement units held by insiders will be worthless upon liquidation, creating a structural incentive to pursue a combination even if public shareholders might prefer to exit. The 65 percent vote threshold means abstentions and broker non-votes function as opposition votes, making targeted institutional outreach critical. Furthermore, the explicit warnings regarding CFIUS, Investment Company Act classification, and IR Act excise taxes introduce execution and cost risks that could pressure the target’s willingness to proceed or force alternative capital structures. Liquidity concerns are also noted, with the Company cautioning that open-market sale prices may remain depressed relative to the approximately $10.42 May 12, 2026 closing price and the ~$10.77 redemption floor.

This filing provides the full mechanics of a new de-SPAC deal for QSEA investors, including the key valuation figure ($515M pre-money), trust structure (trust at $86.57M, shares valued at $10.00), and redemption terms (public shareholders get to vote and redeem per proxy statement). It shows the sponsor agreed to vote in favor and not redeem. It reveals Eight Directions made a series of loans to the sponsor to fund the SPAC's working capital, repayable at close in cash or founder shares. The business is a packaging solutions provider; no audited financials are provided yet in this filing, but the agreement requires them within two months.

The termination of the only announced deal leaves the SPAC without a target and with only until June 19, 2026 to complete a business combination unless extended. The trust holds $85.96 million ($10.38 per share), but the company has negligible cash outside trust and a going concern warning. The termination of the merger agreement and the tight deadline are critical events for redemption and liquidation risk assessment. The disclosed material weaknesses in internal controls also signal potential operational and reporting risks.

The terminated deal leaves QSEA as an active shell with its trust capital preserved, shifting focus back to identifying a new business combination or liquidating before its scheduled expiration. The contractual waiver of termination fees shields shareholders from immediate penalty-driven dilution, though routine trust drawdowns will continue. Investors should anticipate upcoming proxy materials concerning potential trust extensions, amendment votes, or redemption triggers as management initiates a fresh merger search.

This filing provides the first audited financials since IPO, confirming trust value per share ($10.29), the terms of the pending merger with Broadway Tech, and the company's precarious liquidity position (working capital deficit, going concern warning). It also reveals material internal control weaknesses and the sponsor's potential loan obligations. Shareholders evaluating redemption or the merger need these details.

This structural adjustment anchors underwriter compensation strictly to post-redemption trust liquidity, removing settlement ambiguity during high-redemption events while legally binding the firm to return unclaimed deferred commissions to the trust estate upon liquidation. It leaves the active trust balance, the October 19, 2026 combination deadline, and ongoing deal pursuit entirely untouched. The filing reports no new developments regarding customers, revenue, market size, technology, partnerships, litigation, or operational strategy. Standard administrative details include New York governing law and execution signatures from Chief Executive Officer and Chairwoman Qi Gong, Partner Lewis Silberman, and Director of Compliance Tyler Bashaw.

While a late 10-K does not mechanically alter the contractual merger deadline, it operates as a leading indicator of accounting, audit readiness, or internal reporting friction that routinely cascades into delayed proxy distribution, postponed shareholder meetings, and potential extension requests.

This is the first 10-Q since the June 6, 2025 merger announcement with Broadway Technology Inc. It confirms the trust is intact at $84.37 million, or $10.19 per public share, and that the target has advanced $300,000 of a $500,000 working capital loan to the sponsor, indicating deal progress. However, the going concern disclosure and material weaknesses in internal controls highlight significant risk that the SPAC may not have sufficient working capital to close without additional funding. The switch to stock-based finder's fees aligns the finder's incentives with deal completion.

Investors monitoring the SPAC lifecycle must register that the registrant explicitly ties the filing delay to 'valuations.' Given the declared DEAL_ANNOUNCED status, this language signals that pricing or accounting work products connected to the target acquisition or the post-combination reporting entity remain incomplete. The notice is executed by Chief Executive Officer and Chairwoman Qi Gong, who also signs in her capacity as 'Principal Financial and Accounting Officer,' concentrating certification duty for the delayed financials.

The merger announcement transforms the SPAC from a search stage to deal execution; the trust value slightly exceeds $10, providing a baseline for redemptions. The $520 million valuation implies a high growth expectation for Broadway Tech. Internal control weaknesses and going concern language highlight execution risk. The finder's fee structure adds a $150,000 retainer and $3.5 million success fee.

This filing establishes the definitive framework for the de-SPAC business combination. Investors now have a fixed enterprise value ($520M), a per-share price ($10.00), a deadline for key financial deliverables (August 31, 2025), and a termination fee ($500k). The trust value ($82.8M) is below the $10.47/share trust figure in the prompt, indicating a significant portion of the trust may be consumed by redemptions or expenses. The filing also reveals sponsor working capital loans of $200k (immediately) and $300k (30 business days after the F-4 filing) from the target to the sponsor, which will be reimbursed at closing. The CSRC (China Securities Regulatory Commission) approval is a condition to closing, a notable regulatory risk for a China-based target.

This mechanical restructuring converts bundled SPAC vehicles into component equity and derivative instruments, a procedural step that typically precedes or accompanies a de-SPAC transaction. The Company’s press release and Item 8.01 disclosure do not modify the previously reported $10.47 trust account balance per share, do not extend or shorten the October 19, 2026 liquidation deadline, and disclose no new target engagements, financing activity, or sponsor governance changes. Qi Gong, Chief Executive Officer, signed the filing without providing supplemental merger timelines, target valuations, or cash flow projections. As the document’s forward-looking statements section explicitly warns, outcomes may differ materially from current expectations, and the filing attributes zero specific revenue figures, customer relationships, technology roadmaps, or partnership agreements to management or external parties. Investors tracking the redemption calendar or trust distribution mechanics should note that this submission exclusively governs ticker bifurcation, settlement instructions, and the mechanical conversion of 8,280,000 bundled units into independent tradable components ahead of potential business combination execution.

It establishes the trust and redemption mechanics as stated in the filing: an initial redemption value of $10.00 per public share, trust proceeds of $82,800,000, and a Combination Period ending June 19, 2026 — rather than the October 2026 deadline in the query. It also shows the sponsor’s funding structure, the absence of any announced target as of the filing date, and a contingent $3,500,000 finder success fee that will be due upon a closing. Investors tracking deal progress should note that this filing contains no target or deal terms despite the DEAL_ANNOUNCED status in the prompt.

The document confirms the company generated zero operating revenues and executed only organizational activities alongside the IPO between its November 5, 2024 incorporation and March 19, 2025, leaving it structurally dependent on a merger to avoid dissolution. Auditor CBIZ CPAs P.C. explicitly appended a going concern explanatory paragraph, stating management lacks capital resources to sustain operations for a reasonable period (one year) absent a business combination. The balance sheet reflects $1,245,878 in unrestricted working capital cash and a $145,000 two-year directors and officers liability policy obligation with Continental Casualty Company. Management discloses a monthly $20,000 administrative services fee paid to the sponsor under an amended agreement and acknowledges that ongoing Russia/Ukraine and Israel/Hamas conflicts could materially impair target financing or operations, though no specific acquisition targets, customer pipelines, market size estimates, technology portfolios, partnership announcements, litigation claims, or executive departures are reported beyond CEO Qi Gong’s attestation. Investors rely on this filing to lock in the June 19, 2026 redemption horizon, verify the sponsor’s $10.00-per-share indemnification commitment, and recognize that the trust principal sits in cash pending investment solely in U.S. Treasury bills maturing in 185 days or less.

This filing establishes the baseline trust value and redemption mechanics for tracking. The IPO raised $82.8 million, with no overhang from over-allotment (exercised in full). The deadline is 15 months from March 2025, but the charter permits an extension. Sponsor conduct is standard: insider commitments and lock-ups are in place. Investors can now monitor the trust balance, any redemptions at deal, and extension votes. No target is yet identified; the company will seek a business combination without industry or geographic restrictions.

The $10.00 per-unit trust deposit establishes the maximum pool available for redemptions and acquisition consideration, directly impacting dilution calculations and target valuations when weighed against the Sponsor’s $0.0086 per-share founder share acquisition cost as stated in the filing. The 15-month deadline compresses the search window, increasing time-pressure dynamics for management amid disclosed conflicts of interest. Company disclosures note that Chief Executive Officer Qi Gong and Director Daniel M.

It locks in the administrative mechanics for post-combination unit separation and secondary liquidity, directly informing how investors may trade or eventually exercise the right to receive one-fifth of an ordinary share per right. While it signals procedural advancement toward full Nasdaq listing and instrument unbundling, it contains no operational, financial, or target-specific disclosures, meaning investors cannot assess valuation, cash deployment, or acquisition readiness from this filing alone.

For investors tracking capital formation and deal velocity, the immediate effectiveness clause indicates that the SPAC is accelerating its registration pipeline roughly three weeks after the initial February 24, 2025 submission. This expands the tradable unit inventory ahead of pricing or merger closure without altering per-share economic formulas or dilution structures tied to the original 1/5 right. The filing contains no commercial narratives, customer concentration metrics, revenue forecasts, addressable market estimates, technological milestones, partnership agreements, pending litigation, or executive departures or additions. Instead, it relies on routine compliance artifacts: certification instructions from the registrant to wire the Exhibit 107 filing fee by March 18, 2025, and ancillary consents and legal opinions from Celine and Partners PLLC, Ogier, and CBIZ CPAs P.C.

For investors tracking redemption parameters and sponsor behavior, this filing matters because it permanently locks the structural economics before capital is raised. The contractual $10.00-per-Unit trust funding requirement, combined with the 4.00% deferred commission held in escrow and the fifteen (15) month hard deadline, defines the maximum per-share redemption yield and explicitly caps underwriter upside. The Sponsor’s written waivers of trust claims on Founder Shares, defined lock-up periods, and third-party indemnification obligation directly anchor sponsor alignment to public shareholder recovery rates. The unambiguous representation that zero substantive target discussions exist means the fifteen (15) month countdown begins solely upon IPO pricing, setting a clear operational runway. Additionally, the independent auditors’ consent from CBIZ CPAs P.C. notes an explanatory paragraph regarding the Company’s ability to continue as a going concern, signaling pre-revenue reliance on offering proceeds to sustain operations and reinforcing why the $1,052,500 working capital release and $20,000 monthly administrative draw are critical path items. Investors monitoring extension votes, redemption yields, or liquidation triggers can now calibrate expectations against these fixed contractual thresholds rather than speculative management guidance.

This document is the complete IPO prospectus. It establishes all the core mechanics of the SPAC: the $60 million trust ($69M with overallotment), the 15-month deadline (October 19, 2026 trust date from the table, reflecting a likely October 2025 IPO close + 15 months), redemption rights at $10.00 per share, the three independent director nominees (Wei Zhang, Daniel McCabe, Ping Zhang), and the detailed sponsor economics. It contains a 'going concern' qualification in the audit report due to a working capital deficit before the offering.

What changed: Quarterly report on Form 10-Q (unaudited condensed consolidated financial statements and management discussion and analysis) for the period ended May 31, 2026. This filing announces Quartzsea’s new merger target: Eight Directions Technology Limited, valued at $515 million in PubCo equity (51,500,000 shares at $10.00 per share). The prior target, Broadway Tech, was terminated in March 2026 due to CSRC regulatory delays. The trust value as of May 31, 2026 was $86,732,878. A subsequent proxy meeting on June 23, 2026 extended the combination deadline to October 19, 2026, with a $175,000 per-month extension payment from Eight Directions. At that meeting, 1,275,382 shares were redeemed at approximately $10.50 per share, reducing trust to $73,550,934. The SPAC reports a working capital deficit of $1,035,078 and only $5,156 cash, with management expressing substantial doubt about the going concern. The sponsor received a new $250,000 promissory note on July 13, 2026 for working capital. Disclosure controls were deemed ineffective due to material weaknesses in expense accruals and short-term investment accounting. Why it matters: This filing is material because it lays out the full mechanics and risks of the new Eight Directions deal, which is the second attempt after the Broadway Tech failure. The trust value has been reduced by redemptions, and the sponsor is funding operations via a new note. Target valuations, sponsor credit support, extension funding by the target, and going concern language are all present. The redemption deadline is now October 19, 2026, with potential monthly extensions that Eight Directions must fund.

What changed: SEC Form 8-K (Item 5.07) reporting the results of Quartzsea Acquisition Corporation’s Extraordinary General Meeting of Shareholders held on June 23, 2026. In a report filed by the Company and signed by Chief Executive Officer Qi Gong on June 23, 2026, the registrant stated that shareholders approved an amendment to extend the deadline to consummate an initial business combination and the corresponding trust termination date from June 19, 2026 to October 19, 2026. The filing further stated the Board may permit up to four additional one-month extensions, requiring the Company to deposit into the trust account the lesser of $175,000 or $0.033 per outstanding public share for each monthly extension. Voting results recorded 7,459,067 shares For and 1,980,763 shares Against, with no Abstentions. The filing noted 9,439,830 shares constituted a quorum out of 11,409,900 ordinary shares issued and outstanding as of the May 29, 2026 record date. The registrant also disclosed that holders of 1,275,382 ordinary shares exercised their redemption rights in connection with the meeting. Why it matters: The approved amendments mechanically shift the SPAC’s liquidation and redemption deadline to October 19, 2026, resetting the execution timeline for remaining shareholders. The disclosed extension funding formula ($0.033 per share or $175,000 monthly cap) establishes the exact monthly cash drain the sponsor must sustain to maintain the trust and keep the business combination window open, directly impacting the speed at which sponsor equity is diluted or exhausted. The simultaneous exercise of redemption rights on 1,275,382 shares immediately reduces the public float and the proportional trust balance, altering the net asset value and capital pool available to fund the target acquisition. This filing provides the definitive mechanical parameters—deadline, redemption tally, monthly extension cost, and voting margin—that determine whether the trust remains operational for deal pursuit or faces imminent wind-up.

What changed: Form 8-K Current Report under Item 8.01 (Other Events) announcing the postponement of an Extraordinary General Meeting of Shareholders and the filing of amended definitive proxy materials to amend the Company’s governing documents and trust agreement. Quartzsea Acquisition Corporation announced that its Extraordinary General Meeting, previously scheduled for June 18, 2026, is postponed to June 23, 2026. Concurrently, the Company states that the deadline for shareholders to exercise their redemption rights has been extended to 5:00 p.m., Eastern Time, on June 23, 2026. The filing further notes that amended definitive proxy materials have been submitted to seek shareholder approval for amendments that would permit extending the deadline to consummate an initial business combination from June 19, 2026 to October 19, 2026 through up to four one-month extensions. Under the proposed amendment, the monthly contribution deposited into the trust account will be the lesser of (i) $0.033 per public share and (ii) $175,000 per month. Shareholder voting on the proposals will remain open until 11:59 p.m., Eastern Time, on June 22, 2026. Why it matters: This filing directly reshapes the near-term redemption and governance calendar. It pushes the absolute deadline for exercising redemption rights to June 23, 2026, while establishing a clear extension vote framework that could stretch the business combination window by four additional months to October 19, 2026. The documented extension mechanics cap sponsor funding obligations at $0.033 per public share or $175,000 monthly, setting the precise cost floor for any prolongation. Beyond these structural and timing adjustments, the filing contains no disclosures regarding target selection, transaction valuation, customer relationships, historical or projected revenue, addressable market sizing, strategic initiatives, proprietary technology, partnership arrangements, material litigation, or executive personnel changes; all reported facts originate from the Company’s public announcement and the accompanying proxy materials, authenticated by Chief Executive Officer Qi Gong.

What changed: A DEFR14A (Definitive Proxy Statement Amendment No. 3) filed by Quartzsea Acquisition Corporation to solicit shareholder votes at a Special Meeting regarding charter and trust amendments. This filing updates the Special Meeting date and time to Tuesday, June 23, 2026 at 5:00 p.m. Eastern Time and revises the Monthly Contribution payable into the Trust Account for each one-month extension to the lesser of $175,000 or $0.033 for each then-outstanding public share, alongside related conforming changes. Why it matters: The proxy outlines the final mechanics for the extension vote. If approved, the termination date extends from June 19, 2026 to October 19, 2026 via up to four monthly extensions. As of May 29, 2026, the Company stated the Trust Account held approximately $86,699,486.47 across 8,280,000 public shares, yielding an estimated redemption price of approximately US$10.47 per share. The Board explained that Monthly Contributions would be structured as non-interest-bearing, unsecured loans from the Sponsor, repayable only upon business combination closing, with no Trust Account funds used for repayment upon liquidation. The Sponsor also waived reimbursement rights for dissolution expenses, preserving trust value for public shareholders per the Board's determination. On deal progress, the Company reported entering a Business Combination Agreement on May 13, 2026 with Eight Directions Technology Limited, Pubco, and Merger Sub, citing insufficient time to finalize SEC Form S-4 review before the original deadline. Personnel and capital structure disclosures indicate Qi Gong and other officers/directors collectively hold 3,129,900 ordinary shares, comprising 2,898,000 founder shares purchased for $25,000 and 231,900 private placement units purchased for $2,319,000. The proxy notes the ordinary shares closed at approximately US$10.45 on May 29, 2026. The Company warned of potential CFIUS review due to foreign ownership structures and noted that approval of the extension and trust amendments requires an affirmative vote of at least 65% of outstanding ordinary shares.

What changed: SEC Form 8-K/A (Amendment No. 1 on Form 8-K), classified under Item 8.01 Other Events. Quartzsea Acquisition Corporation announced in this amendment that its Extraordinary General Meeting of Shareholders was postponed from 4:00 p.m. Eastern Time on June 16, 2026, to 5:00 p.m. Eastern Time on June 18, 2026. In direct connection with that postponement, the company extended the deadline for shareholders to exercise redemption rights to 5:00 p.m. Eastern Time on June 18, 2026. The filing was executed by Chief Executive Officer Qi Gong. Why it matters: This amendment materially adjusts the SPAC’s voting and redemption calendar, granting investors an additional two-day window to redeem shares prior to the rescheduled extraordinary general meeting. The filing discloses no new information regarding business operations, customer concentration, revenue targets, market positioning, technology roadmaps, commercial partnerships, legal proceedings, or sponsor conduct beyond this administrative scheduling adjustment.

What changed: A Form 8-K Current Report under Item 8.01 announcing the administrative postponement of the registrant’s Extraordinary General Meeting of Shareholders. Chief Executive Officer Qi Gong states the Extraordinary General Meeting, originally scheduled for 4:00 p.m. Eastern Time on June 16, 2026, has been rescheduled to 5:00 p.m. Eastern Time on June 18, 2026. Why it matters: The scheduling shift moves the immediate deadline for shareholder attendance, proxy submission, and pre-meeting redemption exercises forward by two days, without altering the ultimate liquidation deadline or the mechanics of the pending business combination. The filing contains no claims about target revenue, market size, technology, partnerships, litigation, or sponsor conduct. It also introduces no new trust accounting adjustments, extension options, or valuation changes. Investors tracking the redemption calendar should simply update their internal tracking systems to align with the new meeting timestamp while relying on the existing statutory and contractual deadlines for deal completion.

What changed: A routine compliance exhibit, specifically a Joint Filing Agreement filed under Schedule 13G/A concerning ordinary shares of Quartzsea Acquisition Corporation, executed by Feis Equities LLC and Lawrence M. Feis on June 8, 2026. The filing establishes a procedural joint reporting arrangement under Rule 13d-1(k) of the Securities Exchange Act of 1934. According to the text, the agreement authorizes shared SEC submissions for the referenced securities but discloses no share quantities, acquisition costs, percentage thresholds, or modifications to prior beneficial ownership positions. All terms and signatures originate exclusively from Feis Equities LLC and Lawrence M. Feis as presented in the exhibit. Why it matters: As a standard regulatory compliance document, the agreement does not modify the corporate deadline, affect the recorded trust value, indicate business combination progress, propose an extension, or reflect sponsor conduct. It contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The sole substantive purpose noted by the authors is to satisfy Securities and Exchange Commission procedural requirements for multi-entity 13G reporting under the 1934 Act.

What changed: A Schedule 13G/A amended beneficial ownership report. The filing text identifies a Schedule 13G/A amendment attributed to Karpus Management, Inc. as the reporting holder. The excerpt omits all share quantities, ownership percentages, acquisition dates, and investment purposes typically required in such regulatory submissions. Why it matters: Schedule 13G/A amendments can indicate institutional position adjustments that sometimes precede extension votes, tender offers, or merger shareholder ratifications, but the provided excerpt discloses zero numerical data or strategic declarations. As a result, it carries no direct bearing on redemption deadlines, trust account distributions, extension mechanics, target business integration, or sponsor conduct. Any material implications for those parameters would require the complete SEC filing or separate issuer announcements.

What changed: Amendment No. 2 to a Definitive Proxy Statement (DEFR14A) soliciting shareholder votes on a charter extension, a trust agreement amendment, and an adjournment proposal for an Extraordinary General Meeting of Shareholders. The filing details proposals to amend the Second Amended and Restated Memorandum of Association and the Investment Management Trust Agreement, extending the initial business combination deadline from June 19, 2026 to October 19, 2026 via month-to-month extensions. For each one-month extension, the Sponsor is expected to deposit a $0.033 Monthly Contribution into the Trust Account. Based on the account balance of approximately $86,699,486.47 as of May 29, 2026 and 8,280,000 outstanding public shares, the estimated per-share redemption price is US$10.47. Public shareholders may tender shares for redemption at any time until two business days prior to the June 16, 2026 virtual meeting, regardless of how they vote or whether they held shares on the Record Date. Both the Extension Amendment and Trust Amendment require an affirmative vote from at least sixty-five percent (65%) of the Company's then-outstanding ordinary shares. Why it matters: Qi Gong and the Board state the extension provides necessary time to finalize SEC review and satisfy closing conditions for the pending Business Combination Agreement with Eight Directions Technology Limited entered into on May 13, 2026. The Board warns that if approvals fail or the combination is not consummated by the October 19, 2026 Extended Date, the Company will cease operations, redeem 100% of public shares at the calculated pro rata trust amount, and liquidate. The Sponsor has contractually agreed to waive reimbursement rights for dissolution expenses and structure extension contributions as non-interest-bearing, unsecured loans repayable only upon transaction completion, preserving the Trust Account for public shareholders. With the May 29, 2026 closing price at approximately US$10.45 per share, investors must weigh the small redemption premium against execution risk, noting the Sponsor and directors/officers control 3,129,900 ordinary shares (including 2,898,000 founder shares acquired for $25,000 total, or roughly $0.0086 per share, plus 231,900 private placement units purchased for $2,319,000 at $10.00 per unit).

What changed: Amendment No. 1 to a Definitive Proxy Statement (DEFR14A) issued by Quartzsea Acquisition Corporation to correct certain share ownership disclosures and solicit shareholder votes at a virtual Special Meeting scheduled for June 16, 2026. As detailed in the filing, the Board proposes amending the Charter to extend the initial business combination termination date from June 19, 2026, to October 19, 2026, allowing month-to-month extensions for up to four additional months. The Trust Amendment Proposal would conform the Investment Management Trust Agreement to this extended timeline and mandate that the Sponsor, or its affiliates or designees, deposit $0.033 per then-outstanding public share into the Trust Account for each one-month extension, which the Company states will be structured as a non-interest-bearing, unsecured loan. If the proposals fail, the Company will cease operations and liquidate by June 19, 2026. Public shareholders may elect to redeem shares for cash until 5:00 p.m. Eastern Time on June 12, 2026. Both amendment proposals require the affirmative vote of at least sixty-five percent (65%) of the 11,409,900 outstanding ordinary shares. According to the proxy, as of May 29, 2026, the Trust Account held approximately $86,699,486.47 across 8,040,849 public shares, resulting in an estimated per-share redemption price of approximately US$10.78. The Company’s ordinary shares traded at approximately US$10.45 per share on May 29, 2026. The Sponsor and directors/officers collectively control 3,129,900 ordinary shares (consisting of 2,898,000 Founder Shares and 231,900 private placement shares). The Sponsor has agreed to bear dissolution expenses without seeking reimbursement from the Trust Account and will not redeem its founder or private securities in connection with the extension vote. Why it matters: This definitive proxy establishes the hard redemption deadline of June 12, 2026, and confirms the Company’s strategic reliance on the extension to accommodate SEC registration statement review and customary closing conditions for its pending partnership with Eight Directions Technology Limited, referencing an agreement dated May 13, 2026. The Board attributes the extension rationale to operational timing needs, warning that rejection triggers automatic liquidation. Investors must evaluate the $0.033 monthly deposit mechanism—which preserves trust principal and prevents internal expense deductions from public distributions—against the 65% voting threshold and the disclosed alignment where the Sponsor’s $0.0086 per share founder cost ($25,000 aggregate) incentivizes deal completion over liquidation. The filing discloses regulatory uncertainty regarding potential CFIUS scrutiny due to the Sponsor’s non-U.S. entity status and the target’s operations, alongside ambiguous exposure to the Inflation Reduction Act’s 1% excise tax on redemptions. Personnel disclosures confirm that CEO and Director Qi Gong, via Blue Jay Investment LLC, controls the entirety of the 3,129,900 insider voting block, while directors Ping Zhang and Daniel M. McCabe hold zero shares. The Board retains unilateral discretion to abandon the extension post-approval, and the Company contracts proxy solicitor Advantage Proxy for a fixed $8,500 fee plus reimbursements.