{"url_path":"/sec/qsea/8-k/2026-05-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2047455/0001829126-26-005259-index.html","accession_number":"0001829126-26-005259","cik":"0002047455","ticker":"QSEA","issuer_name":"Quartzsea Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2047455/0001829126-26-005259-index.html","primary_entity_key":"0002047455","primary_entity_name":"Quartzsea Acquisition Corp"},"word_count":2197,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn May 13, 2026, Quartzsea Acquisition Corporation, a Cayman Islands exempted company (“QSEA” or “Parent”), Eight Directions Technology Limited, a Cayman Islands exempted company (the “Company”), Jeffrey & Vans Technology Inc., a business company organized under the laws of the British Virgin Islands, and Pivot Technology Holding Inc., a business company also organized under the laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), Chengji Zhang, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders (the “Principal Shareholders’ Representative”), Eight Directions Global Limited, a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Purchaser”), and CUPS Sub Limited, a Cayman Islands exempted company and wholly owned subsidiary of Purchaser (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Capitalized terms used herein but not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.\n\n \n\n**SPAC Merger and Acquisition Merger**\n\n \n\nPursuant to the Merger Agreement, the parties will consummate a business combination transaction through the following transactions: (i) Parent will merge with and into Purchaser, with Purchaser surviving such merger as the surviving company (the “SPAC Merger”); and (ii) immediately following the SPAC Merger, Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Purchaser (the “Acquisition Merger,” and together with the SPAC Merger, the “Mergers,” or the “business combination”).\n\n \n\nSubject to, and in accordance with, the terms and conditions of the Merger Agreement, at the effective time of the SPAC Merger, each issued and outstanding ordinary share of Parent will be converted automatically into one Class A ordinary share of the Purchaser, par value $0.00001 per share (the “Purchaser Class A Ordinary Share”), and each issued and outstanding right of Parent will be converted automatically into the right to receive one-fifth (1/5) of one Purchaser Class A Ordinary Share in accordance with its terms and the terms of the Merger Agreement. Each Parent Unit will be separated automatically into each’s individual components of one Purchaser Class A Ordinary Share and the right to receive one-fifth (1/5) of one Purchaser Class A Ordinary Share.\n\n \n\nSubject to, and in accordance with, the terms and conditions of the Merger Agreement, at the effective time of the Acquisition Merger, which shall take place concurrently with the SPAC Merger, each issued and outstanding ordinary share of the Company, other than excluded shares, will be cancelled in exchange for the right to receive the applicable portion of Purchaser Class A Ordinary Shares or the Class B ordinary shares of the Purchaser, par value $0.00001 per share (the “Purchaser Class B Ordinary Shares”), as the case may be, each valued at $10.00 per share, with the Purchaser Class B Ordinary Shares being entitled to ten votes each while the Purchaser Class A Ordinary Shares being entitled to one vote each, based on an agreed pre-money equity valuation of the Company of approximately $515,000,000.\n\n \n\nImmediately after the effective time of the Acquisition Merger, the board of directors of Purchaser is expected to consist of five directors, one of whom will be designated by Parent and four of whom will be designated by the Company, subject to the requirements of the Nasdaq Stock Market LLC. The officers of the Company are expected to become the officers of Purchaser.\n\n \n\n**Representations and Warranties**\n\n \n\nIn the Merger Agreement, the Company makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and related transaction documents; (c) consents and approvals required in connection with the execution and performance of the Merger Agreement; (d) absence of conflicts; (e) capitalization; (f) charter documents and corporate records; (g) financial statements; (h) absence of certain changes or events; (i) title to assets and properties; (j) material contracts; (k) intellectual property; (l) cybersecurity and compliance with laws; (m) tax matters; (n) employment matters; (o) litigation; and (p) other customary representations and warranties.\n\n \n\nIn the Merger Agreement, Parent, Purchaser and Merger Sub make certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and related transaction documents; (c) consents and approvals required in connection with the execution and performance of the Merger Agreement; (d) absence of conflicts; (e) capitalization; (f) issuance of shares; (g) the trust account; (h) SEC filings and financial statements; (i) listing matters; (j) litigation; (k) compliance with laws; and (l) other customary representations and warranties.\n\n \n\n1\n\n \n\n \n\n**Conduct Prior to Closing; Covenants**\n\n \n\nThe parties have made customary covenants in the Merger Agreement, including, among other things, covenants with respect to the conduct of the business of the Company and its subsidiaries prior to the closing of the Mergers.\n\n \n\nThe Merger Agreement also contains covenants providing for, among other things:\n\n \n\n \n●\nthe parties to cooperate to prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement in connection with the transactions contemplated by the Merger Agreement, which registration statement will include a proxy statement/prospectus of Parent;\n\n \n\n \n●\nthe parties to use reasonable best efforts to obtain required approvals and consummate the transactions contemplated by the Merger Agreement;\n\n \n\n \n●\nthe parties to take certain actions to maintain the listing of Purchaser’s securities on the Nasdaq following the closing of the business combination;\n\n \n\n \n●\nthe Company to deliver certain financial statements;\n\n \n\n \n●\nthe Company and certain Company shareholders enter into lock-up agreements at the closing; and\n\n \n\n \n●\nthe Company to obtain the requisite approval of its shareholders.\n\n \n\n**Conditions to the Consummation of the Transactions**\n\n \n\nConsummation of the transactions contemplated by the Merger Agreement is subject to customary closing conditions, including, among others: (i) the absence of any applicable law or order prohibiting consummation of the transactions; (ii) receipt of required approvals of Parent shareholders and Company shareholders; (iii) the registration statement having been declared effective by the SEC; (iv) the approval for listing of Purchaser’s securities on Nasdaq; (v) the accuracy of the parties’ respective representations and warranties, subject to the standards set forth in the Merger Agreement; (vi) material compliance by the parties with their respective covenants; (vii) the absence of a material adverse effect with respect to the Company or Parent; and (viii) the completion by the Company of any internal reorganization of its offshore structure as contemplated by the Merger Agreement.\n\n \n\n**No Survival**\n\n \n\nThe representations and warranties of the parties contained in the Merger Agreement will not survive the closing, except in the case of fraud claims. Certain covenants and agreements that by their terms are required to be performed after the closing will survive in accordance with their terms.\n\n \n\n**Termination**\n\n \n\nThe Merger Agreement may be terminated under certain customary and limited circumstances prior to the closing, including, among others: (i) by mutual written consent of Parent and the Company; (ii) by either Parent or the Company if the other party causes a delay in the business combination process that exceeds six months, but excluding the delay resulting from regulatory, policy, or governmental approvals or filings with the SEC not a result of the other party’s failure to submit necessary required documents in a timely and complete manner; (iii) by Parent or the Company upon certain uncured breaches of representations, warranties, covenants or agreements by the other party.\n\n \n\nIn the event of termination as referenced under the second and third scenarios, the breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $500,000 with exceptions listed under Section 13.3 (d) of the Merger Agreement.\n\n \n\n2\n\n \n\n \n\nThe foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Merger Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions embodied in those representations, warranties and covenants were made solely for purposes of the contract among the respective parties and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Merger Agreement. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about the parties to the Merger Agreement. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Merger Agreement.\n\n \n\n**Company Shareholder Support Agreement**\n\n \n\nIn connection with the execution of the Merger Agreement, certain shareholders of the Company entered into a shareholder support agreement with Parent, pursuant to which such shareholders agreed, among other things, to vote or cause to be voted the Company shares held by them in favor of the Merger Agreement, the Acquisition Merger and the other transactions contemplated by the Merger Agreement, and to take certain other actions in furtherance of the transactions contemplated thereby (the “Company Shareholder Support Agreement”).\n\n \n\nThe foregoing description of the Company Shareholder Support Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Shareholder Support Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.\n\n \n\n**Sponsor Support Agreement**\n\n \n\nIn connection with the execution of the Merger Agreement, Parent, the Company, Sponsor, and certain other parties entered into a sponsor support agreement, pursuant to which the sponsor agreed, among other things, to vote the Parent ordinary shares held by it in favor of the Merger Agreement, the SPAC Merger, the Acquisition Merger and the other transactions contemplated by the Merger Agreement, to vote against proposals that would reasonably be expected to impede or interfere with the transactions contemplated by the Merger Agreement, not to redeem any Parent ordinary shares held by it in connection with the business combination, and to comply with certain transfer restrictions with respect to its Parent securities, in each case subject to the terms and conditions set forth therein (the “Sponsor Support Agreement”).\n\n \n\nThe foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.\n\n \n\n**Lock-Up Agreements**\n\n \n\nAt the closing of the business combination, certain shareholders of the Company, Blue Jay Investment LLC, Parent’s sponsor (the “Sponsor”), and certain other holders are expected to enter into lock-up agreements (the “Lock-Up Agreement”) with Purchaser, pursuant to which such holders will agree, subject to certain customary exceptions, not to transfer, sell, assign, pledge or otherwise dispose of certain Purchaser ordinary shares received in connection with the business combination within 180 days from the closing of the business combination.\n\n \n\nThe foregoing description of the form of Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-Up Agreement, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.\n\n \n\n3\n\n \n\n \n\n**Registration Rights Agreement**\n\n \n\nIn connection with the execution of the Merger Agreement, at or prior to the closing of the business combination, Company, Parent, Purchaser, certain existing shareholders of Parent, certain shareholders of the Company, and certain other holders will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”).\n\n \n\nPursuant to the Registration Rights Agreement, among other things, the holders party thereto will be granted certain customary registration rights with respect to certain equity securities of Purchaser held by them after a six-month period following the closing of the business combination, including (i) demand registration rights, (ii) piggyback registration rights and (iii) shelf registration rights. In particular, subject to certain limitations set forth therein, holders of a majority-in-interest of the registrable securities will have the right to request that Purchaser file a registration statement to register the resale of such securities, and Purchaser will be obligated to include such securities (but in no event more than a total of 15% of the total outstanding shares of the Purchaser at the closing of the business combination) in certain registration statements initiated by Purchaser or other shareholders. The Registration Rights Agreement will also provide for customary cutback provisions, procedures relating to underwritten offerings, including underwritten shelf takedowns, and allocation of expenses.\n\n \n\nThe foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.\n\n \n\n**Additional Agreements**\n\n \n\nThe Merger Agreement also contemplates that, at or prior to the closing, certain parties will enter into additional agreements, including Employee Agreement or Restrictive Covenant Agreement and other ancillary agreements, as applicable."}