Quartzsea Acquisition Corp - 8-K

Item 1.01 Entry into a Material Definitive
Agreement .

On March 3, 2026, Quartzsea Acquisition Corporation
(the “Company”) entered into Amendment No. 1 to the Underwriting Agreement (the “Amendment”) with Polaris Advisory
Partners, LLC (f/k/a SPAC Advisory Partners), a division of Kingswood Capital Partners LLC, as representative of the several underwriters
(the “Representative”), and Kingswood Capital Partners LLC.

The Amendment amends that certain Underwriting
Agreement, dated March 17, 2025, by and between the Company, the Representative, and Kingswood Capital Partners LLC, to revise the calculation
and payment terms of the deferred underwriting commission.

Pursuant to the Amendment, the Deferred Underwriting
Commission will be payable from the trust account upon consummation of the Company’s initial business combination and equals 4.00%
of the gross proceeds from the sale of the firm units and option units, subject to a cap equal to 4.00% of the funds remaining in the
trust account after giving effect to all properly submitted redemptions in connection with the initial business combination. The Amendment
also clarifies that the underwriters may waive the Deferred Underwriting Commission prior to the consummation of the Company’s initial
business combination.

The foregoing description of the Amendment is
qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein
by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

10.1

Amendment No. 1 to Underwriting Agreement, dated March 3, 2026, by and among Quartzsea Acquisition Corporation, Polaris Advisory Partners, LLC (f/k/a SPAC Advisory Partners), a division of Kingswood Capital Partners LLC, as representative of the several underwriters, and Kingswood Capital Partners LLC

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1