3 ballot items.
Shareholders will vote on extending Quartzsea's business-combination deadline and related trust-account deadline through October 19, 2027, approving the associated monthly trust contributions, and authorizing meeting adjournment if needed to solicit additional proxies.
Approve an amendment to the Company's Second Amended and Restated Memorandum of Association to extend the deadline for completing an initial business combination from October 19, 2026 on a month-to-month basis for up to twelve one-month extensions, ending no later than October 19, 2027, or an earlier date set by the Board.
Proposal 1 asks shareholders to amend Quartzsea’s charter so the deadline for completing an initial business combination moves from October 19, 2026 to a month-to-month extension framework lasting up to twelve months. The maximum permitted deadline would be October 19, 2027, although the Board could select an earlier date. Management is seeking the amendment because it believes additional time is needed to complete the pending transaction with Eight Directions Technology Limited. The filing specifically identifies ongoing SEC review, shareholder approvals, and other customary closing conditions as matters that may delay completion. If the proposal fails and no business combination is completed by the current deadline, Quartzsea would cease operations, redeem all Public Shares, and liquidate. Approval would not itself approve the proposed business combination, and shareholders would retain the right to vote on that transaction later. Public Shareholders may redeem their shares in connection with the Special Meeting regardless of how they vote or whether they vote, subject to the stated procedures. The proposal is conditioned on approval and implementation of the related Trust Amendment Proposal, so the charter extension will not operate independently. The Board recommends voting FOR because it views the extension as providing necessary flexibility while preserving shareholder redemption rights.
Approve an amendment to the Investment Management Trust Agreement to align the trust-account deadline with the proposed charter extension through October 19, 2027, with a monthly contribution of the lesser of $60,000 or $0.033 per outstanding Public Share for each one-month extension.
Proposal 2 asks shareholders to amend Quartzsea’s Investment Management Trust Agreement so its business-combination deadline matches the proposed charter deadline. The amendment would allow up to twelve one-month extensions from October 19, 2026, with a final possible date of October 19, 2027 or an earlier Board-selected date. For every month used, the Company would deposit into the Trust Account the lesser of $60,000 or $0.033 per then-outstanding Public Share. Management says this change is necessary to keep the trust arrangements synchronized with the charter and to permit the Company to continue pursuing its initial business combination during the extended period. The proposal is linked to the Extension Amendment Proposal and neither amendment will be implemented without approval and implementation of the other. The filing states that Quartzsea is pursuing a pending business combination with Eight Directions Technology Limited and may need additional time for SEC review and other closing conditions. If the amendment is rejected and the transaction is not completed by the applicable deadline, the Company would wind up, redeem the Public Shares, and liquidate. Monthly contributions funded by the Sponsor or related parties would be unsecured, non-interest-bearing loans repayable only if a business combination closes, while the filing states that Trust Account funds would not repay them in a liquidation. The Board recommends voting FOR because the amendment provides additional time, conforms the trust deadline, and adds funds for the benefit of remaining Public Shareholders.
Authorize the chairman of the Special Meeting to adjourn it to a later date or dates if necessary to permit additional proxy solicitation and voting because there are insufficient votes to approve Proposal 1 or Proposal 2.
Proposal 3 asks shareholders to authorize the chairman of the Special Meeting to adjourn the meeting if additional time is needed to obtain votes. The authority would apply when the tabulated vote shows insufficient support for the Extension Amendment Proposal or the Trust Amendment Proposal. The adjournment could occur on one or more later dates. Its stated purpose is to permit further solicitation and voting of proxies rather than to approve a new substantive transaction. The proposal would be presented only if the vote count indicates that Proposal 1 or Proposal 2 lacks sufficient votes. Approval requires a majority of the ordinary shares represented virtually or by proxy and entitled to vote on the matter. The filing classifies the proposal as routine, meaning brokers may have discretionary authority to vote absent instructions. If shareholders reject it, the chairman would not adjourn the meeting for the purpose of soliciting additional proxies. The Board recommends voting FOR because adjournment could give shareholders additional opportunity to submit votes on the related extension proposals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MIZUHO SECURITIES USA LLC | 16.49% | 1,671,050 | $17M |
| 2 | BERKLEY W R CORP | 10.80% | 1,094,190 | $12M |
| 3 | Karpus Management, Inc.Activist | 9.62% | 974,765 | $10M |
| 4 | Westchester Capital Management, LLC | 5.34% | 541,253 | $6M |
| 5 | RIVERNORTH CAPITAL MANAGEMENT, LLC | 4.93% | 499,664 | $5M |
| 6 | WOLVERINE ASSET MANAGEMENT LLC | 4.89% | 495,488 | $5M |
| 7 | Polar Asset Management Partners Inc. | 3.70% | 375,000 | $4M |
| 8 | AQR Arbitrage LLC | 3.51% | 356,213 | $4M |
| 9 | RLH Capital LLC | 2.49% | 252,439 | $3M |
| 10 | Hudson Bay Capital Management LP | 1.73% | 175,159 | $2M |
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