Sec Form 3 Filing - Gong Qi @ Quartzsea Acquisition Corp - 2025-03-14

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Gong Qi
2. Issuer Name and Ticker or Trading Symbol
Quartzsea Acquisition Corp [ QSEAU]
5. 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
(Last) (First) (Middle)
C/O QUARTZSEA ACQUISITION CORPORATION,, 1185 6TH AVE., SUITE 304
3. Date of Earliest Transaction (MM/DD/YY)
03/14/2025
(Street)
NEW YORK,, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares, par value $0.0001 per share 3,129,900 ( 1 ) I ( 3 ) See footnote
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Rights ( 2 ) ( 2 ) ( 2 ) Ordinary Shares 46,380 ( 2 ) I ( 3 ) See footnote
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gong Qi
C/O QUARTZSEA ACQUISITION CORPORATION,
1185 6TH AVE., SUITE 304
NEW YORK,, NY10036
X Chairwoman, CEO, and CFO
Signatures
/s/ Qi Gong 03/28/2025
Signature of Reporting Person Date
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.

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 4(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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