Quartzsea Acquisition Corp

This proposal asks shareholders to approve an amendment to the Company’s charter to move the deadline to complete an initial business combination from June 19, 2026 to October 19, 2026, implemented via up to four sequential one‑month extensions. Management seeks this approval to provide additional time to complete a pending business combination (with Eight Directions Technology Limited) and to allow for completion of SEC review, closing conditions and any required regulatory clearances without forcing immediate liquidation. The extension preserves public shareholders’ statutory redemption rights, and the Board expects to implement extensions only as necessary; nonetheless, the Board retains discretion to abandon the amendment even if approved. Approval requires 65% of outstanding shares, a high threshold that will make broker non‑votes and abstentions effectively count against passage. The amendment itself does not approve any business combination; it only modifies the timing framework and keeps shareholders’ future voting and redemption rights intact. From a governance perspective, the extension may benefit the Sponsor and insiders (who hold founder and private placement shares without redemption rights) because it increases the probability of completing a transaction instead of liquidating; the proxy discloses these potential conflicts and the Sponsor’s economic incentives. The market and trust economics are also addressed: the Trust Amendment (separate proposal) must be approved to align the trust deadline and add monthly contributions to the trust for each extension, which affects the per-share redemption amount. Investors should weigh the likelihood that the proposed business combination will close within the extended period against the dilution of time value and the potential for insiders to favor extension over liquidation. Finally, while the Board recommends FOR, shareholders should consider the Sponsor’s ability to fund monthly contributions only as loans repayable upon a successful combination and the absence of reimbursement from the Trust Account for dissolution expenses.

This proposal would amend the Trust Agreement to match the extended charter deadline and to obligate the Company to deposit $0.033 per public share into the trust account for each one‑month extension. Management frames this as necessary to ensure the Trust Account continues to protect public shareholders’ economic interests while the Company pursues additional time to complete its business combination. The monthly contribution mechanism modestly increases the redemption pool for public shareholders during each extension period, but those contributions are structured as non‑interest‑bearing, unsecured loans to the Company repayable only upon a successful business combination, which presents credit risk to contributors and reduces post‑combination cash. The amendment also includes a 30‑day cure period for missed contributions after which the Trustee must liquidate the trust — a provision that creates a binary outcome if deposits are not timely made. Approval requires 65% of outstanding shares, meaning founder and sponsor votes (which include non‑redeemable Founder Shares) materially affect the outcome and may represent a conflict of interest. The proxy discloses that any public share purchases by the Sponsor under certain conditions would not be voted in favor of the Trust Amendment, consistent with SEC guidance, but share purchases could nonetheless affect the float and voting dynamics. Investors should weigh the modest incremental per‑share benefit of the Monthly Contribution against the Sponsor’s incentives to extend and the uncertain ability to complete the pending merger within the extended timeframe. In sum, passage preserves the economic protection of the Trust for public shareholders during any extension while leaving material discretion with the Board and creating contingent loan obligations for the Sponsor or affiliates.

This proposal asks shareholders to grant the meeting chair the procedural authority to recess or adjourn the Special Meeting to solicit additional proxy votes if the extension proposals lack sufficient support at the scheduled meeting time. Management presents this as a routine procedural mechanism to ensure that shareholders have an opportunity to participate and to allow time to solicit votes necessary to meet the high 65% approval threshold for the Extension and Trust Amendments. The adjournment would be conditional — it will only be presented if the tabulated votes at the meeting are insufficient — and requires a simple majority of votes present to pass. From a shareholder rights perspective, adjournment increases the chance that management can obtain the votes needed through additional outreach, which could be favorable if management believes the business combination has intrinsic value, but it also gives insiders more time to influence voting dynamics. Broker discretionary voting is permitted on this routine matter, which may increase the likelihood of passage compared with the non‑routine extension proposals where brokers cannot vote without instructions. While the adjournment itself does not change economic terms or rights, it is functionally important because without it the meeting could simply fail to approve the extensions and trigger liquidation. Investors should therefore evaluate the adjournment request in the context of their view on the underlying business combination and the fairness of extending the company’s life versus liquidating. The Board recommends FOR and frames this as preserving shareholder choice and orderly process rather than materially altering substantive rights.