New Risk • Jul 16
New major risk - Financial position The company's debt is not well covered by operating cash flow. Currently running at an operating cash loss. This is considered a major risk. If the company's operating cash flows are too small relative to the size of their debt, it increases their balance sheet risk. The company has less cash from operations to cover its expenses from servicing large debt and it increases the risk of liquidity issues. It also extends the time it would take for the company to pay back the debt in full, meaning it may not be able to easily pay it all off in a distress scenario. Currently, the following risks have been identified for the company: Major Risks Debt is not well covered by operating cash flow (currently running at an operating cash loss). Negative equity (-US$4.3m). Revenue is less than US$1m. Minor Risk Less than 3 years of financial data is available. Announcement • May 15
Eight Directions Technology Limited entered into an Agreement and Plan of Merger to acquire Quartzsea Acquisition Corporation (NasdaqGM:QSEA) for approximately $520 million in a reverse merger transaction. Eight Directions Technology Limited entered into an Agreement and Plan of Merger to acquire Quartzsea Acquisition Corporation (NasdaqGM:QSEA) for approximately $520 million in a reverse merger transaction on May 13, 2026. Under the agreement, each issued and outstanding ordinary share of Eight Directions Technology 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, based on an agreed pre-money equity valuation of Eight Directions Technology of approximately $515 million. Quartzsea will merge with and into the Purchaser, with the Purchaser surviving as the publicly traded company. In case of termination, the breaching party or the delaying party shall pay a termination fee of $0.5 million.
The Proposed Transaction, which has been approved by the boards of directors of both Quartzsea and Eight Directions, is subject to regulatory approvals, the approvals by the shareholders of Quartzsea and Eight Directions, respectively, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the U.S. Securities and Exchange Commission, lock-up agreement, and the approval by Nasdaq of the listing application of the combined company.
Cassi Olson of Celine & Partners, PLLC acted as legal advisor for Quartzsea Acquisition Corporation. Elizabeth Fei Chen of Pryor Cashman LLP acted as legal advisor for Eight Directions Technology Limited. Chain Stone Capital Limited acted as financial advisor for Eight Directions Technology Limited. Ogier acted as legal advisor for Quartzsea Acquisition Corporation. Announcement • Apr 15
Quartzsea Acquisition Corporation announced delayed 10-Q filing On 04/14/2026, Quartzsea Acquisition Corporation announced that they will be unable to file their next 10-Q by the deadline required by the SEC. 
