0001829126-25-001935 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 20th, 2025 • Quartzsea Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 18, 2025, is made and entered into by and among Quartzsea Acquisition Corporation, a Cayman Islands exempted company (the “Company”), Blue Jay Investment LLC, a Delaware limited liability company (the “Sponsor”), SPAC Advisory Partners (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
QUARTZSEA ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 20th, 2025 • Quartzsea Acquisition Corp • Blank checks • New York
Quartzsea Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with SPAC Advisory Partners, a division of Kingswood Capital Partners LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 20th, 2025 • Quartzsea Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 14, 2025, by and between Quartzsea Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and [ ] (“Indemnitee”).
Investment Management Trust AgreementInvestment Management Trust Agreement • March 20th, 2025 • Quartzsea Acquisition Corp • Blank checks
Reference is made to that certain Investment Management Trust Agreement between Quartzsea Acquisition Corporation (“Company”) and Continental Stock Transfer & Trust Company, dated as of [*] (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
RIGHTS AGREEMENTRights Agreement • March 20th, 2025 • Quartzsea Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of March 18, 2025 between Quartzsea Acquisition Corporation, a Cayman Islands exempted corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
SHARE ESCROW AGREEMENTShare Escrow Agreement • March 20th, 2025 • Quartzsea Acquisition Corp • Blank checks • New York
SHARE ESCROW AGREEMENT, dated as of March 18, 2025 (the “Agreement”), by and among QUARTZSEA ACQUISITION CORPORATION, a Cayman Islands exempted company (the “Company”), BLUE JAY INVESTMENT LLC (the “Sponsor”), the shareholders of the Company listed on Exhibit A hereto (together with Sponsor and any permitted transferee of the Sponsor or such shareholders after the date hereof in accordance with the terms hereof being referred to as, the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (the “Escrow Agent”).
March 17, 2025 Quartzsea Acquisition Corporation New York, NY 10036 SPAC Advisory Partners a division of Kingswood Capital Partners LLC Austin, TX 78731Underwriting Agreement • March 20th, 2025 • Quartzsea Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Quartzsea Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and SPAC Advisory Partners, (the “Representative”) as representative of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, $0.0001 par value per share (the “Shares”), and one right. Each right entitles the holder thereof to receive one-fifth (1/5) of one ordinary share upon the consummation of an initial business combination, subject to adjustment. Certain capitalized terms used herein are defined in paragraph 10 hereof. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the Secur
RE: Securities Subscription AgreementSecurities Subscription Agreement • March 20th, 2025 • Quartzsea Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 5, 2024, by and between Blue Jay Investment LLC, a Delaware Limited Liability Company (the “Subscriber” or “you”), and Quartzsea Acquisition Corporation, a Cayman Islands exempted Company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,725,000 ordinary shares, $0.0001 par value per share, up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit consisting of one ordinary share and one right, do not fully exercise their over-allotment option (the “Over-allotment Option”) (herein referred to as the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows: