Quartzsea Acquisition Corporation filed a Current Report on Form 8-K dated October 13, 2026, announcing that its Second Amended and Restated Memorandum of Association became effective on October 15, 2026. The amendment extends the deadline for the company to consummate an initial business combination. The original deadline was October 19, 2026, and the new deadline is February 19, 2027. The extension allows for up to four additional one-month extensions, subject to the determination of the company's board of directors.
The extension was approved by shareholders during an Extraordinary General Meeting held on October 13, 2026. The record date for the meeting was September 22, 2026. As of that date, there were 10,134,518 ordinary shares issued and outstanding. Of these, 8,411,452 shares were represented by proxy or attended virtually, constituting a quorum. Shareholders voted on three proposals, all of which were approved.
- Proposal 1: An amendment to the Second Amended and Restated Memorandum of Association to extend the deadline to February 19, 2027, or earlier at the Board's discretion.
- Proposal 2: An amendment to the Investment Management Trust Agreement to extend the trust termination date to February 19, 2027.
- Proposal 3: Authorization for the meeting chairman to adjourn the meeting to a later date if necessary to secure votes for the previous proposals.
In connection with the meeting, holders of 3,344,937 ordinary shares exercised their right to redeem their shares. The redemption price was approximately $10.71 per share, resulting in an aggregate redemption amount of approximately $35.8 million. Following these redemptions, 3,659,681 public ordinary shares remain outstanding.
The company has also entered into Amendment No. 2 to the Investment Management Trust Agreement with Continental Stock Transfer & Trust Company as trustee. This agreement permits the corresponding monthly extensions and requires the company to deposit into the trust account the lesser of $100,000 or $0.033 per outstanding public share for each one-month extension. The company intends to file an amendment to its Memorandum of Association with the Registrar of Companies of the Cayman Islands promptly following the meeting.
