Quartzsea Acquisition Corp美股招股说明书(2025-03-19版)

Quartzsea Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company with limitedliability, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similarbusiness combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited toa particular industry or geographic region. We do not have any specific business combination under consideration and we have not(nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,formal or otherwise, with respect to such a transaction with our company. This is an initial public offering of our securities. Each unit we are offering has a price of $10.00 and consists of: (i) one ordinary shareand (ii) one right to receive one-fifth of one ordinary share upon the consummation of the initial business combination, as described inmore detail in this prospectus. The underwriters have a 45-day option from the date of the consummation of this offering to purchaseup to an additional 1,080,000 units (over and above the 7,200,000 units referred to above) to cover over-allotments, if any. We will provide our holders of public shares (as defined below), which we refer to collectively as our “public shareholders,” with theopportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of theirordinary shares that were sold as part of the units in this offering, which we refer to collectively as our “public shares,” upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account described below as of two business days prior to the consummation of our initial business combination, includinginterest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of thenoutstanding public shares. Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and wedo not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, a public shareholder,together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of15% of the shares sold in this offering without our prior consent. See “Summary — The Offering — Limitation on redemption rights ofshareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote” for further discussion on certainlimitations on redemption rights. We have 15 months from the closing of this offering to consummate our initial business combination. If we anticipate that we may beunable to consummate our initial business combination within such period, we may seek shareholder approval to amend our Post-offering Memorandum and Articles of Association to extend the date by which we must consummate our initial business combination.If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxespayable), divided by the number of then outstanding public shares, subject to applicable laws. If we are unable to complete our initialbusiness combination within the 15-month period or such period that may be extended we will distribute the aggregate amount then ondeposit in the trust account, including interest (net of taxes payable), pro rata to our public shareholders, by way of the redemption oftheir shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein. Table of Contents Blue Jay Investment LLC, which we refer to throughout this prospectus as our “Sponsor,” has agreed that they and/or their designeeswill purchase from us an aggregate of 224,250 units, or “private units” at a price of $10.00 per unit. Our Sponsor has also agreed thatif the over-allotment option is exercised by the underwriters in full or in part, they and/or their designees will purchase from us up toan additional 7,650 private units on a pro rata basis at a price of $10.00 per unit in an amount that is necessary to maintain in the trustaccount $10.00 per unit sold to the public in this offering. These purchases will take place on a private placement basis simultaneouslywith the consummation of this offering. Each private unit shall consist of one ordinary share and one right to receive one-fifth of oneordinary share upon the consummation of the initial business combination. Our Spo