What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-14 compared with 2026-04-23 · 43 added, 42 removed, 90 unchanged (49% of the section changed)

10 unchanged sentences

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”).

2 unchanged sentences

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.

We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt.

2 unchanged sentences

Recent Developments

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.

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.

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.

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.

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.

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.

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.

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.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from November 5, 2024 (inception) through February 28, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

Our only activities from November 5, 2024 (inception) through May 31, 2026, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

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We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

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.

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.

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.

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.

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.

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.

Liquidity and Capital Resources

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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.

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

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.

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.

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.

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.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of February 28, 2026.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of May 31, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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We repaid the outstanding balance of $500,000 to the Sponsor on March 19, 2025 upon the closing of the IPO.

As of February 28, 2026 and November 30, 2025, no amount was outstanding under the Promissory Note.

As of May 31, 2026 and November 30, 2025, no amount was outstanding under the Promissory Note.

Administrative Services Agreement

2 unchanged sentences

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 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.

Underwriting Agreement

2 unchanged sentences

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 February 28, 2026.

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

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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.

Merger Agreement

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.

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.

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 Technology Limited

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.

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.

Critical Accounting Policies and Estimates

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Quarterly Results

As of February 28, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

As of May 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

On April 5, 2012, the JOBS Act was signed into law.

9 unchanged sentences

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 2. Management’s Discussion and Analysis