Quartzsea Acquisition to Merge With Eight Directions in SPAC Deal Valuing Target at $515 Million

Quartzsea Acquisition entered into an Agreement and Plan of Merger to combine with Eight Directions Technology through a two-step SPAC merger valuing the target at approximately $515 million pre-money at $10 per share. The transaction will convert Quartzsea securities into purchaser shares and create a dual-class structure, with Eight Directions becoming a wholly owned subsidiary. To bolster execution, Quartzsea also secured a Company Shareholder Support Agreement, a Sponsor Support Agreement including a no-redemption pledge, and outlined planned lock-ups and registration rights for holders. The parties intend to maintain a Nasdaq listing and transition company officers to lead the combined entity.Agreement 1: Quartzsea Acquisition to Merge With Eight Directions in SPAC Deal Valuing Target at $515 MillionAgreement type: Agreement and Plan of Merger (SPAC Merger and Acquisition Merger)Counterparty: Eight Directions TechnologySigned / Effective: May 13 2026 / May 13 2026Reason: Business combination to create a Nasdaq-listed growth platformAgreement 2: Quartzsea Acquisition Secures Company Shareholder Support to Approve Eight Directions MergerAgreement type: Company Shareholder Support AgreementCounterparty: Certain shareholders of Eight Directions TechnologySigned / Effective: May 13 2026 / May 13 2026Reason: Secure votes and support for merger approvalAgreement 3: Quartzsea Acquisition Obtains Sponsor Support, Including No-Redemption CommitmentAgreement type: Sponsor Support AgreementCounterparty: Blue Jay Investment and certain holdersSigned / Effective: May 13 2026 / May 13 2026Reason: Enhance closing certainty and maintain trust capitalAgreement 4: Quartzsea Acquisition Plans 180-Day Lock-Up for Key Holders at Closing of Eight Directions DealAgreement type: Lock-Up Agreements (180-day transfer restrictions)Counterparty: Certain Eight Directions shareholders, Blue Jay Investment, and other holdersDuration / Termination: 180 daysReason: Promote trading stability post-mergerAgreement 5: Quartzsea Acquisition to Enter Amended Registration Rights Agreement for Post-Merger HoldersAgreement type: Amended and Restated Registration Rights AgreementCounterparty: Certain shareholders of Quartzsea Acquisition and Eight DirectionsReason: Provide structured liquidity and resale pathways for holdersOriginal SEC Filing: Quartzsea Acquisition Corp [ QSEA ] - 8-K - May. 14, 2026DisclaimerThis is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.