QSEA SEC filings, in plain English
Everything Quartzsea Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quartzsea Acquisition Corp received a delisting notice from Nasdaq on August 19, 2026, for failing to pay $75,000 in fees under Listing Rule 5250(f), with trading suspension scheduled for August 28, 2026. The Company paid the full outstanding fee balance on August 25, 2026, and requested that Nasdaq withdraw the delisting determination, though no written confirmation had been received as of the filing date. Why it matters: Investors face immediate liquidity risk due to the potential suspension of trading on August 28, 2026, which could impede the ability to redeem shares before the October 19, 2026 deadline if the delisting proceeds.
What changed: This filing is a Schedule 13G/A beneficial ownership report submitted by Karpus Management, Inc. The filing states only its designation, the identifier 0001072613-26-000681, and the reporting holder. As stated by Karpus Management, Inc., it discloses no alteration in shares acquired, aggregate beneficial ownership percentage, acquisition date, transaction price, or investment purpose. It contains no reported mechanisms, thresholds, or covenants related to redemption deadlines, trust value, extension proposals, target deal progress, or sponsor conduct. The filing also presents no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Because the amendment lacks numerical ownership data, voting intent language, or transactional disclosures, it does not provide actionable intelligence on shareholder base shifts, potential block trades, or timing around combination events. Investors tracking mechanical redemption triggers, trust account distributions, or sponsor commitment adherence cannot derive meaningful signals from this filing alone. Material impact would only arise if a subsequent filing attaches specific share quantities or clarifies voting arrangements tied to the proposed business combination.
What changed: A Limited Power of Attorney executed as Exhibit A to a Schedule 13G/A filing under the Securities Exchange Act of 1934. Attributed to Mizuho Financial Group, Inc. and its affiliated subsidiaries (Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC), the filing states there are no modifications to Quartzsea Acquisition Corp’s redemption window, trust balance, $10.47 per-share value, October 19, 2026 deadline, pending business combination, or sponsor conduct. The sole operational update is Mizuho’s authorization of Takahiro Katsura, Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department, to act as agent for executing, amending, supplementing, and timely submitting Form 13G and related exhibits on the filing entities’ behalf. Why it matters: For investors tracking QSEA’s capital mechanics, this administrative instrument carries zero impact on trust distributions, redemption pricing, extension voting, deal closing timelines, or sponsor governance. The document, dated 8-13-2026 and signed by Shuji Matsuura (Senior Managing Corporate Executive, Head of Global Corporate & Investment Banking / Managing Executive Officer, Head of Global Corporate & Investment Banking Division) and Adam Hopkins (Chief Legal Officer / Managing Director, General Counsel), confirms routine regulatory delegation. It additionally discloses the principal office locations and corporate classifications of the Mizuho entities (1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan classified as a non-U.S. institution equivalent to Bank; 1271 Avenue of the Americas, NY, NY 10020, USA classified as a parent holding company and a registered Broker-Dealer). No claims regarding customer relationships, revenue streams, market sizing, strategic initiatives, technology platforms, partnership agreements, litigation exposure, or executive personnel changes are present in the filing.
What changed: A routine compliance exhibit: an Amended Schedule 13G, a beneficial ownership reporting instrument filed under Section 13(d) of the Securities Exchange Act, submitted jointly by Wolverine Asset Management, LLC, Wolverine Holdings, LLC, Christopher L. Gust, and Robert R. Bellick. The provided excerpt contains only the filing title and holder identifiers, omitting the numerical disclosures, transaction dates, and amendment rationale that typically drive a 13G/A. As such, no explicit changes to aggregate beneficial ownership percentages, redemptions, trust maintenance, extension votes, target deal milestones, or sponsor conduct are visible in this text. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present in the excerpt. Why it matters: Even when truncated, an amended 13G signals that institutional advisers and affiliated individuals continue to track QSEA’s equity base after a merger announcement. Ongoing amendments can precede shifts in voting alignment, lock-up negotiations, or post-deal liquidity positioning, making the complete later-filed document essential to assess whether the listed parties altered their economic exposure or voting intentions relative to the company's existing redemption horizon.
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 vs 2026-04-23trust $86.0M → $86.7M +1%deadline 2026-06-19 → 2026-10-19trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $86.0M$86.7M
- Combination deadline
- 2026-06-192026-10-19
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.28M · unchanged
SpacBrain reads this as $770,238 was added to the trust between the two filings.
The clause “0,824 Total Current Assets 112,462 92,494 Prepaid expenses - 41,699 Investments held in Trust Account 86,732,878 85,202,732 Total Assets $ 86,845,340 $ 85,336,925 Liabilities, Ordinary Shares Subject to Possible Redemption and”…
SpacBrain reads this as 122 days later than the previous record.
The clause …“deadline to consummate an initial business combination from June 19, 2026 to October 19, 2026, with the ability to extend such deadline on a month-to-month basis for up to four additional one-month periods. If the Company does not”…
The clause …“In accordance with ASC 205-40, Presentation of Financial Statements—Going Concern , management evaluated whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern within”…
The clause …“issued and outstanding as of May 31, 2026 and November 30, 2025 (excluding 8,280,000 shares subject to possible redemption as of May 31, 2026 and November 30, 2025) 313 313 Additional paid-in capital - - Accumulated deficit (”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: This document is a DEF 14A Definitive Proxy Statement for an Extraordinary General Meeting of Shareholders, drafted by the Registrant's Board of Directors and signed by Chief Executive Officer Qi Gong on May 29, 2026. Per Qi Gong's May 29, 2026 filing, the Board proposes amending the Company’s Second Amended and Restated Memorandum of Association and Investment Management Trust Agreement to move the termination date from June 19, 2026 to October 19, 2026, allowing month-to-month extensions for up to four one-month periods. The Board states that for each extension, the Sponsor will deposit $0.033 per then-outstanding public share into the Trust Account. Based on filings by Qi Gong, as of May 29, 2026, the Trust Account held approximately $86,699,486.47 across 8,111,568 public shares, resulting in an estimated redemption price of US$10.69. The Board asserts that Proposal 1 and Proposal 2 require the affirmative vote of at least sixty-five percent (65%) of all issued and outstanding ordinary shares. The filing sets June 12, 2026, two business days before the June 16, 2026 virtual meeting, as the hard deadline to tender Public Shares for redemption. Why it matters: 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.
What changed: Press release and Form 8-K announcing a definitive merger agreement between Quartzsea Acquisition Corp (NASDAQ: QSEA) and Eight Directions Technology Limited, a custom disposable packaging company. The filing includes the full merger agreement, sponsor support agreement, shareholder support agreement, registration rights agreement, and form of lock-up agreement. Quartzsea announced it has entered into a definitive Agreement and Plan of Merger to acquire Eight Directions Technology Limited, a provider of premium customized disposable products (PET cups, lids, packaging). The transaction implies a pre-money equity valuation of approximately $515 million for Eight Directions. The filing details the structure (a SPAC merger of QSEA into a new parent, followed by acquisition of Eight Directions), consideration (value at $10.00 per share), and the 'Sponsor Loans' (three $100,000 loans from Eight Directions to the sponsor between LOI and filing dates, repayable in cash or shares at sponsor's option at closing). Why it matters: 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.
What changed: 8-K filing (Form 8-K) by Quartzsea Acquisition Corp (QSEA) dated May 15, 2026, reporting the entry into a definitive Agreement and Plan of Merger with Eight Directions Technology Limited, a PET cups and packaging manufacturer. The agreement was signed May 13, 2026, and the filing includes the full merger agreement, sponsor support agreement, company shareholder support agreement, lock-up agreement form, registration rights agreement form, and a press release. QSEA announced its business combination with Eight Directions at a pre-money equity valuation of approximately $515 million. The trust fund held $86,565,628.08 as of signing. The sponsor (Blue Jay Investment LLC) owns 2,898,000 founder shares and has agreed to vote for the deal, not to redeem, and to abide by a 180-day lock-up (with potential early release at $12.50). Target shareholders (Jeffrey & Vans Technology Inc. and Pivot Technology Holding Inc.) representing 14 of the 1,000 outstanding Company shares executed support agreements to vote in favor. The merger structure: SPAC merges into its subsidiary (Eight Directions Global Limited), then a Merger Sub merges into the target. Consideration to target shareholders is Purchaser Class A or Class B shares valued at $10.00 per share. The combined company will have a dual-class structure (Class B 10 votes, Class A 1 vote). Post-closing board: one director from SPAC, four from target. The deal can be terminated if closing is delayed beyond six months due to a party's breach, with a $500,000 break-up fee. No shareholder meeting date is set; an F-4 registration statement will be filed. Audited financials for the target (FY 2024 and 2025) are due within two months. Why it matters: 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.
What changed: Preliminary Proxy Statement (Schedule 14A) for an Extraordinary General Meeting of Shareholders. In its own terms, this is a preliminary proxy solicitation requesting shareholder approval for three proposals: amending the Charter to extend the initial business combination deadline from June 19, 2026 to June 19, 2027; amending the Trust Agreement to conform the trustee deadline to June 19, 2027 while establishing a monthly extension funding requirement of the lesser of $60,000 or $0.033 per public share; and authorizing a meeting adjournment to solicit additional proxies. Mechanically, the Board established a cash redemption right exercisable before June 14, 2026, tied to a Trust Account balance of approximately US$86,565,628.08 across 8,040,849 public shares, yielding an estimated redemption price of approximately US$10.77 per share as of May 12, 2026. Approval requires at least 65 percent of all issued and outstanding ordinary shares. Concurrently, the Company disclosed that on May 13, 2026, it executed a Business Combination Agreement with Eight Directions Technology Limited, Pubco, and CUPS Sub Limited, outlining a merger where Quartzsea combines into the surviving publicly traded entity, Pubco. Personnel data shows Chief Executive Officer and Director Qi Gong, alongside the Sponsor Blue Jay Investment LLC, controls 3,129,900 ordinary shares, while directors Ping Zhang and Daniel M. McCabe hold zero. The filing details additional substantive matters: the Sponsor waives reimbursement of liquidation expenses from the Trust; extension deposits are treated as non-interest-bearing, unsecured loans; the Company warns of potential CFIUS scrutiny due to foreign sponsorship; notes uncertainty around being deemed an investment company under the Investment Company Act; and discloses potential applicability of a 1 percent excise tax under the Inflation Reduction Act of 2022 to redemptions. Why it matters: 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.
What changed: 10-Q quarterly report filed by Quartzsea Acquisition Corp for the fiscal quarter ended February 28, 2026, covering financial statements, MD&A, and disclosures about its SPAC operations and the status of its business combination. The Merger Agreement with Broadway Technology Inc. was terminated on March 17, 2026, due to prolonged China Securities Regulatory Commission approval process and PRC regulatory uncertainty; no termination fees were payable. The SPAC is now evaluating alternative business combination opportunities. The trust per-share redemption value increased to $10.38 (from $10.29 at November 30, 2025). The company disclosed a working capital deficit of $838,513, cash of $6,133, and substantial doubt about its ability to continue as a going concern. The sponsor advanced $30,000 in April 2026 for working capital. Internal control over financial reporting was found ineffective with material weaknesses in expense accruals and short-term investment accounting. Why it matters: 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.
What changed vs 2025-10-20trust $84.4M → $86.0M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $84.4M$86.0M
- Combination deadline
- 2026-06-19 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.28M · unchanged
SpacBrain reads this as $1,590,149 was added to the trust between the two filings.
The clause “60,824 Total Current Assets 82,104 92,494 Prepaid expenses - 41,699 Investments held in Trust Account 85,962,640 85,202,732 Total Assets $ 86,044,744 $ 85,336,925 Liabilities, Ordinary Shares Subject to Possible Redemption and”…
The clause …“of an initial Business Combination. In addition, the Company currently has until June 19, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the”…
The clause …“statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the”…
The clause …“and outstanding as of February 28, 2026 and November 30, 2025 (excluding 8,280,000 shares subject to possible redemption as of February 28, 2026 and November 30, 2025) 313 313 Additional paid-in capital - - Accumulated deficit (”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit: Form 12b-25 Notification of Late Filing. Chief Executive Officer Qi Gong notified the SEC on April 14, 2026, that Quartzsea Acquisition Corporation missed the statutory deadline for its Form 10-Q covering the period ended February 28, 2026. The registrant attributed the miss to a delay in completing financial statements and committed to filing the report no later than the fifth calendar day following the prescribed date. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this notification does not alter the October 19, 2026 termination window, trigger mandatory redemptions, adjust trust account balances, or constitute a formal extension of the merger timeline. However, it highlights sponsor-side administrative friction.
What changed: Amendment No. 1 on Form 10-K/A for Quartzsea Acquisition Corporation for the fiscal year ended November 30, 2025, filed April 8, 2026 and signed by CEO and Chairwoman Qi Gong. The explanatory note states the amendment is filed solely to include the company's Clawback Policy as Exhibit 97.1 to the original 10-K filed March 16, 2026, that no other changes were made and that no post-original-filing events are reflected. The cover discloses 11,409,900 ordinary shares issued and outstanding. Nasdaq securities are QSEAU units, QSEA shares and QSEAR rights. Why it matters: Immaterial to the investment case: this is a compliance patch that adds a required incentive-compensation clawback policy exhibit and expressly leaves every number and disclosure in the March 16, 2026 annual report unchanged. There is no restatement, no auditor change, no trust update and no deadline change here, so a QSEA holder should keep working from the original 10-K. The only fresh datapoint is the 11,409,900 ordinary shares outstanding on the cover, which is a share-count reference rather than a new event.
What changed: Form 8-K current report announcing the termination of a merger agreement and the execution of a settlement and mutual general release agreement. According to the filed Termination, Settlement and Mutual General Release Agreement, Quartzsea Acquisition Corporation and Broadway Technology Inc. mutually dissolved their Merger Agreement, originally dated June 6, 2025, effective March 17, 2026. The filing attributes the cancellation to a prolonged China Securities Regulatory Commission approval process and ongoing PRC regulatory uncertainty. Both parties issued comprehensive mutual releases of all claims related to the proposed transaction, and the agreement explicitly states that no termination fees are payable by either side. Why it matters: 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.
What changed: Form 10-K Annual Report for fiscal year ended November 30, 2025 (filed March 16, 2026). QSEA filed its first annual report since its March 2025 IPO. The report states that the IPO raised $82.8 million gross, with $82.8 million placed in trust. As of November 30, 2025, trust assets were $85,202,732, equating to $10.29 per public share. On June 6, 2025, the company entered into a merger agreement with Broadway Technology Inc for $520 million in stock consideration. The company had only $12,095 cash and a working capital deficit of $649,389 as of November 30, 2025. The independent auditor expressed substantial doubt about the company's ability to continue as a going concern. Management identified material weaknesses in internal control over financial reporting, specifically in expense accruals and short-term investment classification. The board unanimously approved the merger agreement. The merger deadline is June 19, 2026 (15 months from IPO), with an extension option requiring the sponsor to deposit $0.10 per public share. Why it matters: 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.
What changed: SEC Form 8-K current report documenting the entry into Amendment No. 1 to the Underwriting Agreement. Per the filing, the Company revised the calculation and payment terms for the deferred underwriting commission. According to the amended agreement dated March 3, 2026, the commission now equals 4.00% of gross proceeds from Firm Units ($2,880,000) and Option Units (up to $432,000). The filing structures payment to originate directly from the trust account upon business combination consummation, while establishing a hard cap that restricts payouts to 4.00% of trust funds remaining after redemptions. The document additionally confirms that individual underwriters retain sole discretion to waive their share pre-closing via written notice. In liquidation scenarios where CST serves as trustee and a combination is not finalized, the filing dictates that underwriters forfeit all claims to the deferred commission, which then redistributes pro-rata alongside remaining trust deposits to public shareholders. Why it matters: 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.
What changed: A Form 12b-25 Notification of Late Filing (routine compliance exhibit), formally declaring that Quartzsea Acquisition Corporation will miss its statutory deadline for the Annual Report on Form 10-K for the fiscal year ended November 30, 2025. Why it matters: 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.
What changed: A Limited Power of Attorney (Exhibits A and B) filed as an attachment to a Schedule 13G submission. The filing reports no adjustments to redemption triggers, trust account mechanics, deadline extensions, business combination status, or sponsor conduct. It solely delegates signing authority: Mizuho Financial Group, Inc. appoints Takahiro Katsura (Managing Director, Head of Global Branches & Subsidiaries Coordination Office) to prepare, execute, amend, and timely file the underlying Form 13G and exhibits with the SEC. The same authority is granted to Katsura by Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC through executions by Hidekatsu Take (Deputy President & Corporate Executive for the holding company; Managing Executive Officer, Head of Global Corporate & Investment Banking Division for Mizuho Bank, Ltd.) and Adam Hopkins (Chief Legal Officer and Managing Director, General Counsel for Mizuho Americas LLC and Mizuho Securities USA LLC). Dated November 13, 2025. Why it matters: For investors evaluating QSEA, this exhibit is administratively neutral and carries no predictive weight for redemption behavior or merger execution. It contains no substantive claims regarding customer concentration, revenue projections, market size estimates, operational strategy, technology pipelines, commercial partnerships, litigation exposure, or material executive transitions. All referenced corporate titles, subsidiary classifications (non-U.S. institution equivalent to Bank, parent holding company, registered Broker-Dealer), and principal office coordinates (1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan; 1271 Avenue of the Americas, NY, NY 10020, USA) are unilaterally represented by the authorized Mizuho signatories. The document exists strictly to satisfy Exchange Act Section 13(d) and Section 13(g) filing protocols for institutional holdings.
What changed: Quarterly report on Form 10-Q for the period ended August 31, 2025. No changes to trust mechanics, redemption terms, or deadline. The trust value per share remains $10.19. Management disclosed material weaknesses in internal controls over financial reporting and raised substantial doubt about going concern due to cash of $106,772 and a working capital deficit of $77,773. The Finder's Fee Agreement was amended in July 2025 to a stock-based success fee of 1,560,000 shares of the surviving company. No redemptions have occurred since the IPO; 8,280,000 shares remain subject to possible redemption. Why it matters: 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.
What changed vs 2025-07-10trust $83.5M → $84.4M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $83.5M$84.4M
- Combination deadline
- 2026-06-19 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 8.28M · unchanged
SpacBrain reads this as $879,546 was added to the trust between the two filings.
The clause “326,000 Deferred offering costs - 190,000 Prepaid expenses 49,810 - Investments held in Trust Account 84,372,491 - Total Assets $ 84,628,640 $ 516,000 Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit)”…
The clause …“of an initial Business Combination. In addition, the Company currently has until June 19, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the”…
The clause …“statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the”…
The clause …“respectively as of August 31, 2025 and November 30, 2024 (excluding 8,280,000 and 0 shares subject to possible redemption as of August 31, 2025 and November 30, 2024, respectively) 313 290 Additional paid-in capital - 24,710”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 12b-25 Notification of Late Filing from Quartzsea Acquisition Corporation for the quarterly period ended September 30, 2025. Under Part III, the registrant states it is 'unable to compile the necessary financial information and valuations required to prepare a complete filing,' which prevents on-time submission of the Form 10-Q. Why it matters: 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.
What changed: Form 12b-25/A (Amendment No. 1), designated as a SEC Notification of Late Filing amending a prior Notice of Late Filing for a Quarterly Report. The Registrant states it cannot file its Form 10-Q for the three-month period ended August 31, 2025, by the October 15, 2025 prescribed date without unreasonable effort or expense because it needs additional time to complete certain disclosures and analyses. The Registrant intends to file on or before the fifth calendar day following the due date. Why it matters: This is a routine compliance exhibit acknowledging an administrative delay in quarterly reporting and correcting a typographical error in a late-filing notice. It does not alter the announced 2026-10-19 deal deadline, nor does it disclose movements in the trust account or changes to sponsor behavior. For investors tracking redemption mechanics, the delayed Form 10-Q means quarterly financial transparency will remain temporarily suspended until the corrected filing is submitted, but the five-day extended window poses no immediate liquidity risk, redemption barrier, or merger timeline impact.
What changed: A Schedule 13G beneficial ownership report listing Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick as co-filers. The submission contains only the form designation, a regulatory sequence number, and a roster of affiliated Wolverine entities and individuals. It discloses no beneficial ownership percentage, no acquisition or disposition dates, no statement of investment purpose, and no numerical data regarding share volume or cost basis. Accordingly, it bears no direct bearing on the redemption deadline schedule, the reported $10.47 trust value per share, the 2026-10-19 termination date, proposed extension proposals, target business due diligence status, or sponsor conduct. Why it matters: Schedule 13G filings typically mark institutional crosses of the 5% reporting threshold and often precede proxy activity, merger vote coordination, or activist positioning. Because this excerpt omits all quantitative disclosures, transaction timing, and intent declarations, it provides no observable shift in shareholder composition ahead of the deadline or during deal execution. Without attributed percentages or pricing, investors cannot determine whether these Wolverine-linked advisors are accumulating, distributing, or maintaining a passive hold, meaning the filing currently introduces no mechanical or strategic inflection point to the capitalization table or timeline.
What changed: A routine compliance exhibit — specifically, a Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A amendment for beneficial ownership reporting under Rule 13d-1(k) of the Securities Exchange Act of 1934. The exhibit, dated August 14, 2025, confirms that Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; and Frederick V. Fortmiller, Jr. have agreed to file the accompanying Schedule 13G/A on behalf of each other. It contains no amended ownership percentages, transaction tables, or changes in control assertions. Accordingly, it reports no alterations to the SPAC’s stated $10.47 per share trust value, the October 19, 2026 liquidation deadline, the announced deal status, or sponsor conduct parameters. Why it matters: Because this is an administrative consolidating signature page rather than a substantive disclosure, it does not advance or delay the redemption calendar, modify trust accounting mechanics, or signal progress toward a business combination. Investors relying on the October 19, 2026 deadline or the $10.47 per share trust baseline for redemption calculations will find no triggering events, extension votes, or trust interest fluctuations documented herein. All substantive tracking of capital structure adjustments, target acquisition milestones, or shareholder voting outcomes remains dependent on prior filings or future merger-related communications, as this exhibit contributes no operational, financial, or strategic claims about the company.
What changed: Schedule 13G/A, an amendment to a beneficial ownership report by non-individuals constituting a joint acquisition party. The filing text lists four affiliated entities—TD SECURITIES (USA) LLC, Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC, and Toronto Dominion Bank—as a reporting group. The excerpt contains no share counts, ownership percentages, trade dates, or change-in-control language. As a result, the document supplies no updated parameters affecting redemption timing, trust account distributions, extension mechanisms, business combination progress, or sponsor actions. Why it matters: This is a standard regulatory submission for institutional intermediaries. Because the provided excerpt omits all numerical schedules and transactional narratives, it reflects routine custody restructuring or passive portfolio bookkeeping rather than a strategic development by the SPAC’s sponsors or underwriters. It delivers no actionable intelligence for investors tracking liquidity events, warrant conversion dynamics, or corporate governance shifts, serving exclusively as a compliance checkpoint for banking syndicate participants.
What changed: Form 10-Q quarterly report for Quartzsea Acquisition Corporation for the period ended May 31, 2025, a blank check company that completed its IPO on March 19, 2025. Post-quarter-end, on June 6, 2025, Quartzsea entered into a Merger Agreement to acquire Broadway Technology Inc, a manufacturer of PET cups and lids, at a $520 million enterprise value. Trust value per share as of May 31, 2025 was $10.08 (up from $10.00 IPO price). The company disclosed material weaknesses in internal controls over expense accruals and short-term investment accounting. A finder's fee arrangement with Hugh Grow Investment Ltd. was also entered. Why it matters: 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.
trust account, redeemable shares, combination deadline +2nothing moved · 5 with no prior record of ours
- Trust account
- not previously extracted$83.5M
- Redeemable shares
- not previously extracted8.28M
- Combination deadline
- 2026-06-19 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $500Knot matched in this filing
The clause “326,000 Deferred offering costs - 190,000 Prepaid expenses 57,920 - Investments held in Trust Account 83,492,945 - Total Assets $ 84,285,996 $ 516,000 Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ (Deficit)”…
The clause …“outstanding, respectively as of May 31, 2025 and November 30, 2024 (excluding 8,280,000 and 0 shares subject to possible redemption as of May 31, 2025 and November 30, 2024, respectively) 313 290 Additional paid-in capital - 24,710”…
The clause …“of an initial Business Combination. In addition, the Company currently has until June 19, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the”…
The clause …“statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K (Item 1.01 Entry into a Material Definitive Agreement) announcing the execution of a merger agreement and plan of merger for a business combination between Quartzsea Acquisition Corp (SPAC) and Broadway Technology Inc (target), and attaching the full merger agreement, a shareholder support agreement, and a press release. This is the initial public announcement of the definitive deal. The 8-K reports that on June 6, 2025, Quartzsea, its wholly owned subsidiaries, and Broadway Technology Inc executed a Merger Agreement. The enterprise value is $520 million, payable in Purchaser ordinary shares at $10.00 per share. The trust fund is approximately $82.8 million (per the SPAC's representation at Section 6.8 of the merger agreement). The deadline for the target to deliver audited U.S. GAAP financial statements is August 31, 2025, with a 14-day cure. The lock-up is 180 days (or earlier if $12.50 price trigger is met). The board will be 1 SPAC designee and 4 target designees. The combined company is expected to trade under 'CUPS'. Why it matters: 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.
What changed: Schedule 13G beneficial ownership report filed by Karpus Management, Inc. The filing registers Karpus Management, Inc.’s institutional ownership position in QSEA securities. The submitted excerpt contains no quantified share counts, percentage thresholds, acquisition dates, redemption right modifications, trust account balance updates, extension vote triggers, business combination milestone disclosures, or sponsor compensation/conduct statements relevant to the tracked mechanics. Why it matters: A Schedule 13G identifies an investor crossing or maintaining the statutory five percent beneficial ownership threshold, which shapes proxy influence and redemption participation calculations prior to a SPAC combination. Because the provided text omits the actual shares held, amendment history, and any explicit assertions regarding QSEA’s trust maintenance posture, deadline extension feasibility, or target integration progress, investors cannot extract direct mechanical impact from this language alone.
What changed: Joint filing agreement accompanying a Schedule 13G/A amendment report. None. The filing text is exclusively an administrative agreement executed by Feis Equities LLC and Lawrence M. Feis to comply with Rule 13d-1(k), allowing them to submit the May 27, 2025 Schedule 13G/A on behalf of each other. It does not alter redemption deadlines, trust value ($10.47), extension windows, target deal progress, or sponsor conduct. Why it matters: The document is routine securities-law compliance paperwork. It contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and provides zero new information relevant to tracking SPAC mechanics, shareholder economics, or corporate governance.
What changed: This document is a Schedule 13G beneficial ownership report filed on 2025-05-13, identifying Mizuho Financial Group, Inc. as the reporting holder. Mizuho Financial Group, Inc. did not disclose share quantities, acquisition dates, amendment codes, or investment purpose in the provided excerpt. Consequently, the filing introduces no adjustments to the $10.47 trust value per share, the 2026-10-19 deadline, redemption mechanics, extension voting procedures, deal execution milestones, or sponsor conduct. Why it matters: As a routine passive ownership disclosure, this report does not alter shareholder redemption windows or trust account protections. Per Mizuho Financial Group, Inc.'s submission, the document contains zero assertions regarding target customers, revenue streams, addressable market size, commercial strategy, proprietary technology, strategic partnerships, pending litigation, or executive personnel. Absent the missing page-level data typically appended to this exhibit, the filing carries no material impact on capital allocation timelines or valuation metrics.
What changed: A Schedule 13G beneficial ownership report identifying four Toronto Dominion Bank affiliated entities (TD SECURITIES (USA) LLC, Toronto Dominion Holdings (USA) Inc., TD Group US Holdings LLC, and Toronto Dominion Bank) as the filing parties. The provided excerpt contains only the filing title, accession number, and holder names. It discloses no share quantities, beneficial ownership percentages, acquisition dates, cost basis, or statement of purpose. Consequently, there is no reported change in institutional position size, and the filing contains zero information bearing on redemption deadlines, trust account valuations, business combination extensions, deal progress, or sponsor conduct. Why it matters: Federal rules require a Schedule 13G when one or more persons acquire more than five percent of a registered class of equity securities, establishing baseline institutional voting weight and block-trade liquidity parameters for Quartzsea. Because the excerpt omits all numerical disclosures and transaction history, it does not indicate whether recent market activity increased or decreased the collective stake, nor does it reveal whether the holders intend to approve a proposed merger, tender shares for redemption, or exert pressure on management or sponsors. Material impact on redemption mechanics, trust distribution timing, or deal execution would only be visible upon receipt of an amended schedule (Schedule 13G/A) or a subsequent 13D/Schedule 13G containing explicit share counts, acquisition dates, and stated investment purposes.
What changed: A Form 8-K current report accompanied by an attached Exhibit 99.1 press release announcing the decoupling and separate listing of ordinary shares and rights from outstanding QSEA units. According to the Company’s May 8, 2025 announcement, holders of the 8,280,000 units sold in the initial public offering may elect to separately trade the underlying ordinary shares and rights commencing on or about May 12, 2025. The Company stated that separated securities will list on the Nasdaq Global Market under the symbols “QSEA” and “QSEAR,” while unseparated units will continue trading under the symbol “QSEAU.” A press release issued alongside the filing specifies that each right entitles the holder to receive one-fifth of one ordinary share, attaches to a share class carrying a par value of $0.0001 per share, and requires unit holders to instruct their brokers to contact Continental Stock Transfer & Trust Co. to execute the separation. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.