Quartzsea Acquisition Corp
For the period ended Aug 31, 2026. Filed Oct 9, 2026.
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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.
Aug 31, 2026 · Filed Oct 9, 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 2026-05-31; filed 2026-07-14.
0001829126-26-007542
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-08-31; filed 2026-10-09.
0001829126-26-010988
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 54 previous paragraphs and 62 current paragraphs.
41 unchanged; 8 reworded; 13 added; 5 removed; 0 previous and 0 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 (13)
Current report
Termination Agreement
Current report
Merger Agreement
Current report
Extraordinary General Meeting
Current report
Nasdaq Compliance
Current report
On August 19, 2026, Quartzsea received a letter from the staff of the Listing Qualifications Department of Nasdaq notifying Quartzsea that, as a result of its failure to pay certain fees required under Nasdaq Listing Rule 5250(f), Nasdaq had determined to delist Quartzsea’s securities. The letter stated that Quartzsea’s past-due fee balance was $75,000 and that, unless Quartzsea timely appealed Nasdaq’s determination, trading in Quartzsea’s Ordinary Shares would be suspended at the opening of business on August 28, 2026, after which Nasdaq would file a Form 25-NSE with the SEC to remove Quartzsea’s securities from listing and registration on Nasdaq. Quartzsea was provided until 4:00 p.m. Eastern Time on August 26, 2026 to request a hearing before a Nasdaq Hearings Panel.
Current report
On August 25, 2026, Quartzsea paid the $75,000 outstanding fee balance in full and provided evidence of such payment to Nasdaq. On August 26, 2026, Quartzea received written confirmation from Nasdaq confirm that the deficiency under Nasdaq Listing Rule 5250(f) has been cured and that the delisting determination has been withdrawn.
Current report
Preliminary Proxy Statement
Current report
On September 17, 2026, the Company filed a preliminary proxy statement in connection with a special meeting of shareholders to be held on October 13, 2026. The Company is seeking shareholder approval to extend the date by which it must consummate an initial business combination from October 19, 2026 to October 19, 2027, through up to twelve one-month extensions. For each one-month extension, the Company will deposit into the Trust Account the lesser of $60,000 or $0.033 per Public Share. The proposed amendments are subject to shareholder approval.
Current report
For the nine months ended August 31, 2026, we had net income of $1,561,654, which consisted of interest income of $2,233,144, offset by general and administrative expenses of $671,490.
Current report
For the nine months ended August 31, 2025, we had net income of $260,445, which consisted of interest income of $1,586,496, offset by general and administrative expenses of $1,326,051.
Current report
On July 13, 2026, the Company issued to the Sponsor a promissory note in an aggregate amount of up to $250,000, to be used, in part, for working capital and transaction expenses related to the business combination (the “July 2026 Promissory Note”). The July 2026 Promissory Notes is unsecured, interest-free and due on the date on which the Company closes its initial business combination. As of August 31, 2026 and November 30, 2025, the Company had $250,000 and $0 outstanding loan balance under the promissory note.
Current report
Promissory Note — Eight Directions
Current report
On August 21, 2026, Quartzsea issued a $175,000 promissory note to Eight Directions to memorialize the first extension contribution funded by Eight Directions and deposited into the Trust Account on June 25, 2026. The note is non-interest bearing, except upon an event of default, and may be repaid, at Quartzsea’s election, in cash, PubCo Ordinary Shares or a combination thereof. As of August 31, 2026 and November 30, 2025, the Company had $175,000 and $0 outstanding loan balance under the promissory note to Eight Directions.
Removed paragraphs (5)
Previous 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.
Previous 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.
Previous report
On March 19, 2025, we consummated our IPO of 7,200,000 units (the “Units”), at $10.00 per Unit. In connection with the closing of the IPO, the underwriter fully exercised its over-allotment option to purchase 1,080,000 additional Units for an aggregate of 8,280,000 Units sold. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $82,800,000. Simultaneously with the closing of our IPO, we consummated the sale of 231,900 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,319,000.
Previous report
Upon the closing of the IPO and the private placement on March 19, 2025, a total of $82,800,000 from the net proceeds of the IPO and the sale of the Private Placement Units was placed in a trust account (the “Trust Account”) maintained by Continental Stock Transfer & Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations.
Previous report
We intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts and commissions payable to the underwriters in the IPO in an amount equal to 4.0% of the total gross proceeds raised in the IPO upon consummation of our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
Reworded paragraphs (8)
Previous 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.
Current wording
For the three months ended August 31, 2026, we had net income of $458,897, which consisted of interest income of $702,938, offset by general and administrative expenses of $244,041.
Previous 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.
Current wording
For the three months ended August 31, 2025, we had net income of $318,847, which consisted of interest income of $883,647, offset by general and administrative expenses of $564,800.
Previous 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.
Current wording
As of August 31, 2026, the Company had $848 of cash and a working capital deficit of $1,804,077. The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.
Previous wording
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 wording
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.
Previous wording
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.
Current wording
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 unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
On November 5, 2024, the Sponsor agreed to loan the Company up to an aggregate amount of $500,000 to be used, in part, for transaction costs incurred in connection with the Initial Public Offering (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the date on which the Company closes the IPO. We repaid the outstanding balance of $500,000 to the Sponsor on March 19, 2025 upon the closing of the IPO. As of May 31, 2026 and November 30, 2025, no amount was outstanding under the Promissory Note.
Current wording
On November 5, 2024, the Sponsor agreed to loan the Company up to an aggregate amount of $500,000 to be used, in part, for transaction costs incurred in connection with the Initial Public Offering (the “Promissory Note”). The Promissory Note is unsecured, interest-free and due on the date on which the Company closes the IPO. We repaid the outstanding balance of $500,000 to the Sponsor on March 19, 2025 upon the closing of the IPO.
Previous 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.
Current wording
The Company incurred $60,000 and $180,000 for the three and nine months ended August 31, 2026, respectively. The Company incurred and paid the Sponsor $60,000 and $111,400 for the three and nine months ended August 31, 2025, respectively. As of August 31, 2026 and November 30, 2025, the Company accrued $240,000 and $60,000 on the accompanying balance sheets, respectively.
Previous wording
The underwriter is entitled to a cash underwriting discount of 0.75% on the first $69,000,000 of the gross proceeds from the IPO, plus 0.50% on the remaining $13,800,000, totaling $586,500 including the full exercise of the over-allotment option by the underwriter. In addition, the underwriter is entitled to a deferred underwriting commission of 4.0% of the gross proceeds of the IPO, or $3,312,000, which was recorded as a non-current liability as of May 31, 2026. On March 3, 2026, the Company entered into Amendment No. 1 to the Underwriting Agreement, which revised 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.
Current wording
The underwriter is entitled to a cash underwriting discount of 0.75% on the first $69,000,000 of the gross proceeds from the IPO, plus 0.50% on the remaining $13,800,000, totaling $586,500 including the full exercise of the over-allotment option by the underwriter. In addition, the underwriter is entitled to a deferred underwriting commission of 4.0% of the gross proceeds of the IPO, or $3,312,000, which was recorded as a non-current liability as of November 30, 2025. On March 3, 2026, the Company entered into Amendment No. 1 to the Underwriting Agreement, which revised 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. As a result, the deferred underwriting fees payable was reduced by $329,247 to $2,982,753 as of August 31, 2026. The amendment also clarifies that the underwriters may waive the deferred underwriting commission prior to the consummation of the Company’s initial business combination.