ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

(Last)

(First)

(Middle)

C/O QUARTZSEA ACQUISITION CORPORATION,

1185 6TH AVE., SUITE 304

(Street)

NEW YORK,

NY

10036

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/14/2025

3. Issuer Name and Ticker or Trading Symbol
Quartzsea Acquisition Corp [ QSEAU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairwoman, CEO, and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares, par value $0.0001 per share	3,129,900⁽¹⁾	I⁽³⁾	See footnote

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Rights	⁽²⁾	⁽²⁾	Ordinary Shares	46,380⁽²⁾	⁽²⁾	I⁽³⁾	See footnote

Explanation of Responses:

1. Includes 2,898,000 ordinary shares (of which 378,000 ordinary shares are subject to forfeiture if the underwriter's overallotment option is not fully exercised) and 231,900 ordinary shares underlying the private placement units, which were sold in a private placement taking place simultaneously with the Quartzsea Acquisition Corporation's initial public offering.

2. Includes 231,900 rights underlying the private placement units, which were sold in a private placement taking place simultaneously with the Quartzsea Acquisition Corporation's initial public offering. Each right is exchangeable for one fifth of one ordinary share upon the completion of Quartzsea Acquisition Corporation's initial business combination.

3. Blue Jay Investment LLC, a Delaware limited liability company, is the record holder of the securities reported herein, which is controlled by Qi Gong.

	/s/ Qi Gong	03/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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