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Item 1. Financial Statements

2026-07-14 compared with 2026-04-23 · 310 added, 96 removed, 319 unchanged (56% of the section changed)

17 unchanged sentences

Commitments and Contingencies – see Note 6

Ordinary shares subject to possible redemption, 8,280,000 shares at redemption value of $ 10.38 and $ 10.29 per share as of February 28, 2026 and November 30, 2025, respectively

Ordinary shares subject to possible redemption, 8,280,000 shares at redemption value of $ 10.47 and $ 10.29 per share as of May 31, 2026 and November 30, 2025, respectively

Shareholders’ Deficit

1 unchanged sentence

500,000,000 shares authorized;

3,129,900 shares issued and outstanding as of February 28, 2026 and November 30, 2025 (excluding 8,280,000 shares subject to possible redemption as of February 28, 2026 and November 30, 2025)

3,129,900 shares issued and outstanding as of May 31, 2026 and November 30, 2025 (excluding 8,280,000 shares subject to possible redemption as of May 31, 2026 and November 30, 2025)

Additional paid-in capital

6 unchanged sentences

Three Months Ended

Six Months Ended

General and administrative expenses

4 unchanged sentences

Total other income

Net income (loss)

Basic and diluted weighted average shares outstanding, ordinary shares subject to possible redemption

Basic and diluted net income per share, ordinary shares subject to possible redemption

and diluted net income (loss) per share, ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable ordinary shares (1)

Basic and diluted net income (loss) per share, non-redeemable ordinary shares

and diluted net loss per share, non-redeemable ordinary shares

3 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2026

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2026

Ordinary Shares

3 unchanged sentences

Balance February 28, 2026

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025

Remeasurement of carrying value to redemption value

Balance May 31,

$ ( 4,347,391 )

$ ( 4,347,078 )

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025

Shareholders’

Ordinary Shares

Shareholder’s

Balance November 30, 2024 (1)

Balance February 28,

Issuance of Private Placement Units

Issuance of Public Rights net of issuance costs

Remeasurement of carrying value to redemption value

( 6,858,776 )

Accretion of additional paid-in capital to accumulated deficit

( 2,711,009 )

Balance May 31, 2025

$ ( 2,779,577 )

$ ( 2,779,264 )

Ordinary shares have been retroactively restated to reflect two amendments to the Subscription Agreement, which allowed the Sponsor to increase the purchase of ordinary shares initially from 1,725,000 to 2,415,000, then to 2,898,000 shares for $25,000, including an aggregate of up to 378,000 ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

3 unchanged sentences

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities:

1 unchanged sentence

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Interest earned on short-term investment

Interest earned on investments held in Trust Account

( 1,530,146 )

Changes in operating assets and liabilities:

Prepaid expenses

Due from related party

Due to related party

Accrued administrative expense

1 unchanged sentence

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of short-term investment

Purchase of investments held in Trust Account

( 82,800,000 )

Net cash used in investing activities

( 83,400,000 )

Cash Flows from Financing Activities:

Proceeds from sale of public units

Proceeds from sale of Private Placements units

Due from related party

Due to related party

Payment of underwriter fees

Repayment of promissory note - related party

Payment of offering costs

Net cash used in financing activities

Net cash provided by financing activities

Net Changes in Cash

2 unchanged sentences

Supplemental Disclosure of Non-cash Financing Activities:

Accretion of additional paid in capital to accumulated deficit

Remeasurement of carrying value to redemption value

Deferred underwriting fee payable

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

6 unchanged sentences

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of February 28, 2026, the Company had not commenced any operations.

For the period from November 5, 2024 (inception) through February 28, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”) and subsequent to the IPO, identifying a target company for a Business Combination.

As of May 31, 2026, the Company had not commenced any operations.

For the period from November 5, 2024 (inception) through May 31, 2026, the Company’s efforts have been limited to organizational activities as well as activities related to completing the initial public offering (“IPO”) and subsequent to the IPO, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest.

30 unchanged sentences

The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company has 15 months from the consummation of the IPO, or June 19, 2026, to consummate its initial business combination (“Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Company initially has 15 months from the

consummation of the IPO, or June 19, 2026, to consummate its initial business combination (“Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations

except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account

including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, which

redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further

liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such

redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors,

dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of

creditors and the requirements of other applicable law.

23, 2026, the Company held an extraordinary general meeting at which its shareholders approved, among other things, an amendment to the

Existing Charter extending the date by which Quartzsea must consummate an initial business combination from June 19, 2026 to October

19, 2026 on a monthly basis by depositing an amount equal to lesser of (i) $ 175,000 or (ii) $ 0.033 per outstanding public share.

In connection

with the extraordinary general meeting, holders of 1,275,382 Quartzsea ordinary shares properly exercised their redemption rights.

shares were redeemed at a price of approximately $ 10.50 per share, for an aggregate redemption payment of $ 13,391,956 from

the trust account.

Following the redemptions, 10,134,518 Quartzsea ordinary shares were issued and outstanding, and $ 73,550,934

remained on deposit in the trust account.

The Sponsor and the other Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares, and Private Shares if the Company fails to complete a Business Combination within the Combination Period.

2 unchanged sentences

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

On May 20, 2025, Cuisine Universal Packaging Solution, a Cayman Islands exempted company and wholly-owned subsidiary of Quartzsea (the “Purchaser”), was formed to be the surviving company after the merger of a contemplated business combination.

On May 20, 2025, Cuisine Universal Packaging Solution,

a Cayman Islands exempted company and wholly-owned subsidiary of Quartzsea (the “Purchaser”), was formed to be the surviving

company after the merger of a contemplated business combination.

On May 7, 2026, the Purchaser changed its name to “Eight Directions

Global Limited”.

On May 21, 2025, CUPS Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser was formed to be the Merger Sub in connection with a contemplated business combination.

Both subsidiaries have no principal operations or revenue producing activities.

Merger Agreement

On June 6, 2025, Quartzsea, Cuisine Universal Packaging Solution, a Cayman Islands exempted company and wholly-owned subsidiary of the Quartzsea, and CUPS Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), entered into a Merger Agreement (the “Merger Agreement”) with the Broadway Technology Inc, a Cayman Islands exempted company (the “Broadway Tech”), a leading manufacturer of high-quality PET (polyethylene terephthalate) cups and lids through its operating subsidiary Zhejiang Gaokai New Materials Co., Ltd., Pivot Technology Holding Inc, a British Virgin Islands (“BVI”) business company organized under the Laws of the British Virgin Islands, and Zenith Technology International Inc, a BVI business company also organized under the Laws of the British Virgin Islands (each, a “Principal Shareholder” and collectively, the “Principal Shareholders”), Fan Zhang, an individual, solely in his capacity as the shareholder representative, agent and attorney-in-fact of the Principal Shareholders.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Pursuant to the Merger Agreement, Broadway Tech agreed to provideBlue Jay Investment LLC, the sponsor of Quartzsea, a working capital loan of $ 500,000 in exchange for promissory note issued by the sponsor.

As of February 28, 2026, the Sponsor received $ 500,000 funder such arrangement and has not financed Quartzsea’s transaction expenses.

On March 17, 2026, subsequent to the balance sheet date, 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, effective as of March 17, 2026.

Termination of the Merger Agreement with Broadway

On June 6, 2025, Quartzsea, Cuisine Universal

Packaging Solution, a Cayman Islands exempted company and wholly-owned subsidiary of the Quartzsea, and CUPS Sub Limited, a Cayman

Islands exempted company and wholly-owned subsidiary of the Purchaser (the “Merger Sub”), entered into a Merger

Agreement (the “Merger Agreement”) with the Broadway Technology Inc, a Cayman Islands exempted company (the

“Broadway Tech”), a leading manufacturer of high-quality PET (polyethylene terephthalate) cups and lids through its

operating subsidiary Zhejiang Gaokai New Materials Co., Ltd., Pivot Technology Holding Inc, a British Virgin Islands

(“BVI”) business company organized under the Laws of the British Virgin Islands, and Zenith Technology International

Inc, a BVI business company also organized under the Laws of the British Virgin Islands (each, a “Principal Shareholder”

and collectively, the “Principal Shareholders”), Fan Zhang, an individual, solely in his capacity as the shareholder

representative, agent and attorney-in-fact of the Principal Shareholders.

Capitalized terms used herein but not defined herein shall

have the meanings ascribed to them in the Former Merger Agreement.

Pursuant to the Merger Agreement, Broadway

Tech agreed to provide Blue Jay Investment LLC, the sponsor of Quartzsea, a working capital loan of $ 500,000

in exchange for promissory note issued by the sponsor.

As of May 31, 2026, the Sponsor received $ 500,000

under such arrangement and funded approximately $ 174,000 Quartzsea’s transaction expenses.

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, effective as of March 17, 2026.

The termination agreement provides for mutual

releases of claims relating to the Merger Agreement and the proposed transaction.

The parties entered into the termination agreement due

to the prolonged China Securities Regulatory Commission approval process and related PRC regulatory uncertainty.

No termination fees were

payable by either party in connection with the termination.

New Merger Agreement with Eight Directions

Quartzsea has entered into an agreement and

plan of merger, dated as of May 13, 2026 (as it may be amended from time to time, the “New Merger Agreement”),

which provides for a Business Combination involving Quartzsea and Eight Directions Technology Limited, a Cayman Islands exempted

company (“Eight Directions”).

Pursuant to the Merger Agreement, the Business Combination will be effected in two steps:

(i) subject to the approval and adoption of the Merger Agreement, and PubCo Charter Proposal by the shareholders of Quartzsea,

Quartzsea will merge with and into Eight Directions Global Limited, a Cayman Islands exempted company and wholly owned subsidiary of

Quartzsea (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “SPAC Merger”);

concurrently with the SPAC Merger, CUPS Sub Limited, a Cayman Islands exempted company and wholly owned subsidiary of the PubCo

(“Merger Sub”), will be merged with and into Eight Directions, with Eight Directions and its subsidiaries surviving the

merger as a wholly owned subsidiary of PubCo (the “Acquisition Merger”).

The aggregate consideration for the Acquisition

Merger is $ 515,000,000 , payable in the form of 51,500,000 newly issued PubCo Ordinary Shares (the “Closing Payment Shares”)

valued at $10.00 per share to Eight Directions and its shareholders.

At the closing of the Acquisition Merger, the issued and outstanding

shares in Eight Directions held by the former Eight Directions shareholders will be cancelled and cease to exist, in exchange for the

issuance of an aggregate of 25,750,000 PubCo Class A Ordinary Shares and 25,750,000 PubCo Class B Ordinary Shares.

At the closing of the

Acquisition Merger, the one fully paid share in Merger Sub held by PubCo will become one fully paid share in the surviving corporation,

so that Eight Directions will become a wholly owned subsidiary of PubCo.

Upon the closing of the Business Combination,

ordinary shares of PubCo will be reclassified into class A ordinary shares (“PubCo Class A Ordinary Shares”) and class B ordinary

shares (“PubCo Class B Ordinary Shares,” together with PubCo Class A Ordinary Shares, collectively “PubCo Ordinary Shares”)

where each PubCo Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the post-Business

Combination company and each PubCo Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to vote at all general

meetings of the post-Business Combination company.

At the closing of the Business Combination, the former Quartzsea shareholders will

receive one PubCo Class A Ordinary Share for each Quartzsea Ordinary Share and one-fifth (1/5) of one PubCo Class A Ordinary Share for each Quartzsea

Right, and the former shareholders of Eight Directions will receive an aggregate of 25,750,000 PubCo

Class A Ordinary Shares and 25,750,000 PubCo Class B Ordinary Share.

Pursuant to the New Merger Agreement, Eight Directions

agreed to provide Blue Jay Investment LLC, the sponsor of Quartzsea, a working capital loan of $ 300,000 in exchange for promissory note

issued by the sponsor.

As of May 31, 2026, the Sponsor received $ 200,000 under such arrangement and has not funded Quartzsea’s transaction

Additionally, Eight Directions is responsible

for funding all extension contributions required in connection with any extension of Quartzsea’s deadline to consummate an initial

business combination.

In accordance with such obligation, Eight Directions remits each applicable extension contribution to Quartzsea’s

Trust Account, following which Quartzsea causes the applicable payment to be made in accordance with the Trust Agreement.

The first extension

contribution of $ 175,000 was funded by Eight Directions and deposited into the trust account on June 25, 2026.

The New Merger Agreement contains customary

termination provisions and may be terminated by either party under specified circumstances, including by mutual written consent, the

failure to satisfy certain closing conditions, the occurrence of a material adverse effect, the failure to obtain required

regulatory approvals despite commercially reasonable efforts, specified delays in consummating the transaction, or an uncured

material breach by the other party following the applicable cure period.

Under certain circumstances involving an

uncured material breach by either party, the non-breaching party may be entitled to receive a termination fee of $ 500,000 .

No termination fee is payable if the New Merger Agreement is terminated due to specified events outside the parties’

reasonable control, including the failure to obtain required regulatory approvals despite commercially reasonable efforts or other

circumstances specified in the Merger Agreement.

Related Agreements

In connection with the execution of the New

Merger Agreement, the parties entered into the following related agreements:

● Sponsor Support Agreement.

The Sponsor and certain founder

shareholders agreed, among other things, to vote their shares in favor of the business combination, refrain from transferring or redeeming

their covered shares prior to the closing, and comply with certain customary covenants in support of the transaction.

The Sponsor Support

Agreement terminates upon the earlier of the closing of the business combination or the termination of the Merger Agreement.

● Shareholder Support Agreements.

Certain shareholders

of Eight Directions agreed to vote their shares in favor of the business combination and to be bound by certain customary covenants to

facilitate the completion of the transaction.

● Lock-Up Agreements.

At the closing of the business combination,

certain Eight Directions shareholders are expected to enter into lock-up agreements restricting the transfer of specified PubCo ordinary

shares for 180 days following the closing, subject to customary exceptions and early release provisions specified in the agreements.

Going Concern Consideration

As of February 28, 2026, the Company had $ 6,133 of cash and a working capital deficit of $ 838,513 .

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination.

Subsequent to February 28, 2026, and following the termination of the Merger Agreement on March 17, 2026, the Company is evaluating alternative business combination opportunities.

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 Company’s inability to continue as a going concern.

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.

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.

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.

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.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited condensed

consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of

America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

Accordingly, they do not include all of the information and footnotes required by the U.S.

In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.

They should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2025 filed with the SEC on March 16, 2026.

The interim results for the three months ended February 28, 2026 are not necessarily indicative of the results that may be expected through November 30, 2026 or for any future periods.

Accordingly, they do not include all of the

information and footnotes required by the U.S.

In the opinion of management, the unaudited condensed financial statements

reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and

results for the periods presented.

They should be read in conjunction with the Company’s Annual Report on Form 10-K for the

fiscal year ended November 30, 2025 filed with the SEC on March 16, 2026.

The interim results for the three and six months ended

May 31, 2026 are not necessarily indicative of the results that may be expected through November 30, 2026 or for any

future periods.

Emerging Growth Company Status

12 unchanged sentences

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 6,133 and $ 12,095 in cash and none in cash equivalents as of February 28, 2026 and November 30, 2025, respectively.

The Company had $ 5,156 and $ 12,095 in cash and none in cash equivalents as of May 31, 2026 and November 30, 2025, respectively.

Investments Held in Trust Account

At February 28, 2026, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

As of May 31, 2026, substantially all

of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

All of the Company’s investments held in the Trust Account are classified as trading securities.

Trading securities are presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

Trading securities are

presented on the balance sheet at fair value at the end of each reporting period.

Gains and losses resulting from the change in fair

value of investments held in the Trust Account are included in interest earned on investments held in Trust Account in the

accompanying statements of operations.

The estimated fair values of investments held in Trust Account are determined using available

market information.

Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in

active markets for identical assets.

Concentration of Credit Risk

17 unchanged sentences

The initial accretion and subsequent remeasurements will be treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital).

Accordingly, as of February 28, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of February 28, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of May 31, 2026, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

As of May 31, 2026, the ordinary shares subject to redemption reflected in the balance sheet are reconciled in the following table:

Schedule of ordinary shares subject to redemption

5 unchanged sentences

Remeasurement of carrying value to redemption value

Ordinary shares subject to possible redemption – February 28, 2026

Ordinary shares subject to possible redemption – May 31, 2026

Net Income (Loss) Per Ordinary Share

5 unchanged sentences

The calculation of diluted net income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights is contingent upon the occurrence of future events.

As of February 28, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

As of May 31, 2026, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The net income (loss) per share presented in the unaudited condensed consolidated statements of operations is based on the following:

The net income (loss) per share presented in the

unaudited condensed consolidated statements of operations is based on the following:

Schedule of statement of operation

1 unchanged sentence

Three Months Ended

income (loss)

Six Months Ended

Net income (loss)

Schedule of net income per share

3 unchanged sentences

Non-redeemable

Basic and diluted net income per ordinary share

Allocation of net income

Basic and diluted net income (loss)

per ordinary share

of net income (loss)

Basic and diluted weighted average shares outstanding

Basic and diluted net income per ordinary share

diluted net income (loss) per ordinary share

Six Months Ended

Non-redeemable

Basic and diluted net income (loss)

per ordinary share

of net income (loss)

Basic and diluted weighted average shares outstanding

diluted net income (loss) per ordinary share

Rights Accounting

18 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of February 28, 2026.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May 31, 2026.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

3 unchanged sentences

Recent Accounting Pronouncements

In December 2023, the FASB issued

Accounting Standards Update 2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosure” (“ASU

ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective

tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

The incremental disclosures may be presented on a

prospective or retrospective basis.

The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption

The Company adopted the ASU 2023-09 prospectively on December 1, 2025.

As a Cayman Island entity, the Company is not

subject to income taxes, as such, the Company did not have any material impact of adopting ASU 2023-09 on its financial

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

24 unchanged sentences

The loan was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on March 19, 2025.

As of February 28, 2026 and November 30, 2025, the Company had no outstanding loan balance under the Promissory Note.

As of May 31, 2026 and November 30, 2025, the Company had no outstanding loan balance under the Promissory Note.

Working Capital Loans

4 unchanged sentences

The units would be identical to the Private Placement Units.

As of February 28, 2026 and November 30, 2025, the Company had no borrowings under the Working Capital Loans.

of May 31, 2026 and November 30, 2025, the Company had no

borrowings under the Working Capital Loans.

Administrative Services Agreement

The Company entered into an Administrative Services Agreement with the Sponsor on November 5, 2024, commencing on the effective date of the registration statement of the initial public offering through the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation, to pay the Sponsor a total of $ 20,000 per month for office space and administrative and support services.

On February 12, 2025, the Company and the Sponsor entered into the First Amendment to the Administrative Services Agreement, pursuant to which the monthly fee was amended to $ 15,000 .

On March 7, 2025, the Company and the Sponsor entered into the Second Amendment to the Administrative Services Agreement, pursuant to which the monthly fee was amended to $ 20,000 .

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.

The Company entered into an Administrative

Services Agreement with the Sponsor on November 5, 2024, commencing on the effective date of the registration statement of the

initial public offering through the earlier of the consummation by the Company of an initial business combination or the

Company’s liquidation, to pay the Sponsor a total of $ 20,000

per month for office space and administrative and support services.

On February 12, 2025, the Company and the Sponsor entered

into the First Amendment to the Administrative Services Agreement, pursuant to which the monthly fee was amended to $ 15,000 .

On March 7, 2025, the Company and the Sponsor entered into the Second Amendment to the Administrative Services Agreement,

pursuant to which the monthly fee was amended to $ 20,000 .

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

on the accompanying balance sheets, respectively.

Due to Related Party

2 unchanged sentences

These amounts are due on demand and non-interest bearing.

As of February 28, 2026 and November 30, 2025, the amount

As of May 31, 2026 and November 30, 2025, the amount

due to the related party was $ 174,352 and $ 0 , respectively.

23 unchanged sentences

In addition, the underwriter is entitled to a deferred fee of

4.0 % of the gross proceeds of the IPO, or $ 3,312,000 , which was recorded as a non-current liability as of February 28, 2026.

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.

3, 2026, the Company entered into Amendment No.1 to the Underwriting Agreement, which revised the calculation and payment terms of the

17 unchanged sentences

Sixty (60%) of the Finder Shares shall be subject to lock-up restriction for six months from the date of issuance, while Forty (40%) of Finder Shares shall be free from any lock-up restriction, subject to the applicable securities laws and regulations.

As of February 28, 2026, the Retainer Fee had been paid in full, and there was no outstanding balance.

As of May 31, 2026, the Retainer Fee had been paid in full, and there was no outstanding balance.

The Company acknowledges and agrees that the Finder

is not a registered broker-dealer under U.S.

securities laws, and is not acting as a broker-dealer in connection with the transaction.

Acknowledgement Agreement

On July 18, 2025, Quartzsea, the Finder, and Broadway Tech entered into an acknowledgement agreement (the “Acknowledgement Agreement”) pursuant to which Broadway Tech acknowledged and agreed to cause the Surviving Company to issue the Finder Shares to the Finder in accordance with the terms of the Acknowledgement Agreement at the closing of the Business Combination.

Pursuant to the New Merger Agreement, the parties acknowledged that

Hugh Grow Investment Ltd.

claimed to be entitled to a finder's fee in connection with the Business Combination.

Upon the closing of the

Business Combination, the Purchaser is obligated to pay the Finder a fee currently estimated at 3% of the total consideration payable

in the Acquisition Merger.

Note 7 — Shareholders’ Deficit

Ordinary shares — The Company is authorized to issue up to 500,000,000 ordinary shares, par value $ 0.0001 per share.

Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law.

On November 5, 2024, the Company issued to the Sponsor 1,725,000 ordinary shares for $ 25,000 .

On February 12, 2025, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 2,415,000 ordinary shares.

On March 17, 2025, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of Founder Shares was adjusted to 2,898,000 .

At February 28, 2026 and November 30, 2025, there were 3,129,900 shares outstanding.

Ordinary shares — The

Company is authorized to issue up to 500,000,000 ordinary

shares, par value $ 0.0001 per

Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders,

except as required by law.

On November 5, 2024, the Company issued to the Sponsor 1,725,000 ordinary

shares for $ 25,000 .

On February 12, 2025, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to

which the purchased amount of shares was adjusted to 2,415,000 ordinary

On March 17, 2025, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement,

pursuant to which the purchased amount of Founder Shares was adjusted to 2,898,000 .

At May 31, 2026 and November 30, 2025, there were 3,129,900

shares outstanding.

Rights — Each holder of a right will receive one-fifth (1/5) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

18 unchanged sentences

Three Months Ended

Six Months Ended

General and administrative expenses

7 unchanged sentences

Based on this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial statements.

On March 3, 2026, the Company entered into Amendment No.

1 to the Underwriting Agreement with Polaris Advisory Partners, LLC, 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 in connection with the Company’s initial business combination.

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 will equal 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.

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, effective as of March 17, 2026.

The termination agreement provides for mutual releases of claims relating to the Merger Agreement and the proposed transaction.

The parties entered into the termination agreement due to the prolonged China Securities Regulatory Commission approval process and related PRC regulatory uncertainty.

No termination fees were payable by either party in connection with the termination.

In April 2026, the Sponsor advanced $ 30,000 for

working capital.

The amount is due on demand and non-interest bearing.

June 2026 Extraordinary General Meeting and Extension of the Combination

On June 23, 2026, Quartzsea held an extraordinary

general meeting at which its shareholders approved, among other things, an amendment to the Existing Charter extending the date by which

Quartzsea must consummate an initial business combination from June 19, 2026 to October 19, 2026, or such earlier date as the Quartzsea

Board may determine, with Quartzsea permitted to extend such date further on a month-to-month basis for up to four additional one-month

periods (the “Extension Amendment”).

Quartzsea’s shareholders also approved a corresponding amendment to the Investment

Management Trust Agreement, dated March 17, 2025, with Continental Stock Transfer & Trust Company, extending the trust termination

date on the same terms, and an adjournment proposal.

Pursuant to the Trust Agreement amendment, for each one-month extension Quartzsea

will deposit into the trust account the lesser of (i) $ 175,000 or (ii) $ 0.033 per outstanding public share.

Pursuant to the Business Combination Agreement,

Eight Directions is responsible for funding all extension contributions required in connection with any extension of Quartzsea’s

deadline to consummate an initial business combination.

In accordance with such obligation, Eight Directions remits each applicable extension

contribution to Quartzsea’s Trust Account, following which Quartzsea causes the applicable payment to be made in accordance with

the Trust Agreement.

The first extension contribution of $ 175,000 was funded by Eight Directions and deposited into the trust account

on June 25, 2026.

In connection with the extraordinary general

meeting, holders of 1,275,382 Quartzsea ordinary shares properly exercised their redemption rights.

Such shares were redeemed at a price

of approximately $ 10.50 per share, for an aggregate redemption payment of $ 13,391,956 from the trust account.

such redemptions, 10,134,518 Quartzsea ordinary shares were issued and outstanding, and $ 73,550,934 remained on deposit

in the Trust Account.

Issuance of Promissory Note

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 July 13, 2026, $ 224,352

had been funded and recorded as “Due to related party” on the balance sheet, and such amount will be converted into the

July 2026 Promissory Note.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements