Quartzsea Acquisition Corporation filed an 8-K reporting entry into a material definitive agreement. Date of earliest event is May 13, 2026. The exhibit package includes the merger agreement, company shareholder support, sponsor support, form lock-up, form registration rights, and a press release under Item 7.01. On May 13, 2026, QSEA (Parent), Eight Directions Technology Limited (Company), principal shareholders Jeffrey & Vans Technology Inc. and Pivot Technology Holding Inc., Chengji Zhang as principal shareholders’ representative, Eight Directions Global Limited (Purchaser, wholly owned by Parent), and CUPS Sub Limited (Merger Sub, wholly owned by Purchaser) signed an Agreement and Plan of Merger. Structure is a SPAC Merger of Parent into Purchaser, followed immediately by an Acquisition Merger of Merger Sub into the Company, with the Company surviving as a wholly owned subsidiary of Purchaser. At the SPAC Merger effective time, each Parent ordinary share converts into one Purchaser Class A ordinary share; each Parent right converts into one-fifth of one Purchaser Class A ordinary share; units separate into those components. Company ordinary shares (other than excluded shares) are cancelled for Purchaser Class A or Class B ordinary shares valued at $10.00 per share, on an agreed Company pre-money equity valuation of approximately $515,000,000. Class B carries ten votes per share; Class A one vote. Post-close board is expected to be five directors (one Parent designee, four Company designees); Company officers are expected to become Purchaser officers. Closing conditions are customary: no legal prohibition, Parent and Company shareholder approvals, registration statement effectiveness, Nasdaq listing approval for Purchaser securities, bring-down reps and covenants, no MAE on Company or Parent, and completion of any Company offshore reorganization contemplated by the agreement. Parties will file a registration statement including a Parent proxy statement/prospectus. Termination includes mutual consent, certain six-month process delays (with regulatory/SEC carve-outs), and uncured breaches; specified breach/delay paths carry a $500,000 break-up fee subject to listed exceptions. Sponsor support includes a non-redeem commitment on sponsor-held Parent shares. Lock-ups at closing are expected for 180 days for specified holders. Close-path (Pulse): definitive agreement is now on file with support agreements and a stated F-4/proxy path, which advances process versus a pre-DA silence tape. Cash (V): the 8-K does not state trust balance, redemption mechanics beyond sponsor non-redeem, minimum cash, PIPE, or net cash to the combined company. The filing does not give share counts or exchange ratios beyond the $10.00 reference and ~$515,000,000 pre-money, does not name an outside date other than the six-month delay termination construct, does not quantify redemptions or cash left in trust, and does not attach target financial results—only the obligation to deliver financial statements and the later Registration Statement.

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