QSEAU · Quartzsea Acquisition Corporation

Quartzsea Acquisition Corporation, a blank check company trading as QSEA units, announced entry into a definitive Agreement and Plan of Merger on May 13, 2026, targeting Eight Directions Technology Limited, a Cayman Islands exempted company operating through its California subsidiary East West Food Packaging Inc. as a premium customized disposable products provider specializing in PET cups, lids, and packaging. The transaction employs a two-step merger: first, the SPAC Merger where QSEA merges into its wholly-owned subsidiary Eight Directions Global Limited (Purchaser), converting QSEA ordinary shares 1:1 into Purchaser Class A Ordinary Shares (1 vote each) and rights into 1/5 share; second, the concurrent Acquisition Merger where Purchaser's subsidiary CUPS Sub Limited merges into the Company, with the Company surviving as Purchaser's wholly-owned subsidiary. Valuation is set at a pre-money equity value of $515 million for the Company, with Closing Payment Shares calculated as Company Net Value ($515M) divided by $10.00 per share, potentially including high-vote Class B Ordinary Shares (10 votes each). Post-merger governance shifts significantly to Company control, with Purchaser's board comprising five directors (four Company designees, one from QSEA) and Company officers assuming Purchaser roles, signaling a full transition to the operating business. Key risk mitigations include Company Shareholder Support Agreement (Exhibit 10.1) and Sponsor Support Agreement (Exhibit 10.2) committing votes in favor and no redemptions by sponsor Blue Jay Investment LLC, alongside 180-day Lock-Up Agreements (Exhibit 10.3) and Amended Registration Rights Agreement (Exhibit 10.4) providing demand, piggyback, and shelf rights after six months. Closing hinges on customary conditions like dual shareholder approvals, SEC effectiveness of Form F-4 registration statement/proxy, Nasdaq listing, and absence of material adverse effects, with PRC regulatory approvals noted as a potential delay factor. Termination provisions include mutual consent, six-month delays (excluding regulatory/SEC causes), or uncured breaches, triggering a $500,000 break-up fee. This de-SPAC positions Eight Directions for public market access to fuel growth in sustainable packaging, leveraging vertical integration and customization capabilities, though exposed to execution risks, redemptions, and regulatory hurdles typical in SPAC transactions.