Quartzsea Acquisition Corp
For the period ended May 31, 2026. Filed Jul 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 31, 2026 · Filed Jul 14, 2026
QSEA$10.76+0.5%Stored close · as of Nov 3, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-02-28; filed 2026-04-23.
0001829126-26-003799
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-05-31; filed 2026-07-14.
0001829126-26-007542
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 52 previous paragraphs and 54 current paragraphs.
38 unchanged; 6 reworded; 9 added; 7 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
On May 13, 2026, Quartzsea entered into a Merger Agreement with Eight Directions Technology Limited and related parties to effect a business combination pursuant to which Eight Directions will become a wholly owned subsidiary of Eight Directions Global Limited (“PubCo”), the publicly traded successor entity. The transaction implies an equity value for Eight Directions of approximately $515.0 million, to be paid in PubCo ordinary shares valued at $10.00 per share. The business combination remains subject to customary closing conditions, including approval by Quartzsea shareholders, the effectiveness of the SEC registration statement, and Nasdaq listing approval.
Current report
On June 23, 2026, Quartzsea’s shareholders approved an extension of the deadline to consummate its initial business combination from June 19, 2026 to October 19, 2026, with the ability to extend the deadline for up to four additional one-month periods. Under the Business Combination Agreement, Eight Directions is responsible for funding the required monthly extension contributions to Quartzsea’s trust account. The first extension contribution of $175,000 was funded on June 25, 2026.
Current report
In connection with the extension meeting, holders of 1,275,382 Quartzsea ordinary shares elected to redeem their shares for an aggregate payment of approximately $13.4 million. Following the redemptions, 10,134,518 Quartzsea ordinary shares remained outstanding, and approximately $73.6 million remained in Quartzsea’s trust account.
Current report
For the six months ended May 31, 2026, we had net income of $1,102,757, which consisted of interest income of $1,530,207, offset by general and administrative expenses of $427,450.
Current report
For the six months ended May 31, 2025, we had net loss of $58,402, which consisted of interest income of $702,849, offset by general and administrative expenses of $761,251.
Current report
Subsequent to May 31, 2026, on June 23, 2026, the Company’s shareholders approved amendments to the Company’s governing documents and Investment Management Trust Agreement to extend the deadline to consummate an initial business combination from June 19, 2026 to October 19, 2026, with the ability to extend such deadline on a month-to-month basis for up to four additional one-month periods. If the Company does not complete a business combination within the prescribed timeline, it will be required to cease operations and liquidate in accordance with its Amended and Restated Memorandum and Articles of Association.
Current report
New Merger Agreement with Eight Directions Technology Limited
Current report
On May 13, 2026, Quartzsea, the Purchaser and Merger Sub entered into the Merger Agreement with Eight Directions. Pursuant to the Merger Agreement, Quartzsea will merge with and into the Purchaser, with the Purchaser surviving as the publicly traded holding company, and Merger Sub will merge with and into Eight Directions, with Eight Directions surviving as a wholly owned subsidiary of the Purchaser. Upon consummation of the Proposed Business Combination, each outstanding ordinary share of Quartzsea will be converted into the right to receive one Class A ordinary share of the Purchaser, and each outstanding right of Quartzsea will be converted into the right to receive one-fifth of one Class A ordinary share of the Purchaser.
Current report
The Proposed Business Combination values Eight Directions at an agreed pre-money equity value of approximately $515.0 million. Consummation of the Proposed Business Combination is subject to customary closing conditions, including approval by Quartzsea’s shareholders, effectiveness of the applicable registration statement filed with the SEC and approval of the Purchaser’s securities for listing on Nasdaq. There can be no assurance that the Proposed Business Combination will be completed.
Removed paragraphs (7)
Previous report
On June 6, 2025, the Company entered into a Merger Agreement with Broadway Technology Inc. and related parties in connection with a proposed business combination.
Previous report
On March 3, 2026, the Company entered into Amendment No. 1 to the Underwriting Agreement with 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. The amendment revised the calculation and payment terms of the deferred underwriting commission.
Previous report
Following such termination, the Company intends to continue pursuing an initial business combination with another target; however, there can be no assurance that the Company will be able to complete a transaction within the required time period.
Previous report
As of February 28,2026, we had cash of $6,133 and a working capital deficit of $838,513.
Previous report
Merger Agreement
Previous report
On June 6, 2025, Quartzsea, Cuisine Universal Packaging Solution, a Cayman Islands exempted company and wholly-owned subsidiary of Quartzsea, and CUPS Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser, entered into a Merger Agreement with Broadway Technology Inc., certain principal shareholders of Broadway Technology Inc., including Fan Zhang as shareholder representative, and the other parties thereto. Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
Previous report
The Merger Agreement contemplated that Quartzsea would combine with Broadway Tech and that Purchaser would acquire 100% of the issued and outstanding equity securities of Broadway Tech. The aggregate consideration to be paid to Broadway Tech shareholders for the acquisition merger was $520,000,000, payable in newly issued Purchaser Ordinary Shares equal to $520,000,000 divided by $10.00 per share. Broadway Tech also agreed to provide the Sponsor up to $500,000 in working capital loans in exchange for promissory notes issued by the Sponsor. As of February 28, 2026, the Sponsor received $500,000 from the total $500,000 in loans and has not financed Quartzsea’s transaction expenses.
Reworded paragraphs (6)
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Previous wording
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.
Current wording
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Previous wording
For the three months ended February 28, 2026, we had net income of $529,085, which consisted of interest income of $759,946, offset by general and administrative expenses of $230,861.
Current wording
For the three months ended May 31, 2026, we had net income of $573,672, which consisted of interest income of $770,261, offset by general and administrative expenses of $196,589.
Previous wording
For the three months ended February 28, 2025, we had net loss of $31,255, which consisted of interest income of $2,249, offset by general and administrative expenses of $33,504.
Current wording
For the three months ended May 31, 2025, we had net loss of $27,147, which consisted of interest income of $700,600, offset by general and administrative expenses of $727,747.
Previous wording
The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until June 19, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Current wording
As of May 31, 2026, the Company had $5,156 of cash and a working capital deficit of $1,035,078. The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.
Previous wording
The Company incurred $60,000 and $0 for the three months ended February 28, 2026 and 2025, respectively. As of February 28, 2026 and November 30, 2025, the Company accrued $120,000 and $60,000 on the accompanying balance sheets, respectively.
Current wording
The Company incurred $60,000 and $120,000 for the three and six months ended May 31, 2026, respectively. The Company incurred and paid the Sponsor $51,400 for each of the three and six months ended May 31, 2025. As of May 31, 2026 and November 30, 2025, the Company accrued $180,000 and $60,000 on the accompanying balance sheets, respectively.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In accordance with ASC 205-40,Presentation of Financial Statements—Going Concern, management evaluated whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. Management concluded that, due to the Company’s liquidity condition and requirement to complete a business combination within the prescribed period to avoid liquidation, substantial doubt exists about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
On March 17, 2026, the Company entered into a Termination, Settlement and Mutual General Release Agreement with Broadway Tech, pursuant to which the Merger Agreement and the transactions contemplated thereby were terminated in their entirety. The termination was due to the prolonged China Securities Regulatory Commission approval process and related PRC regulatory uncertainty. No termination fees were payable by either party.