What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-10-09 compared with 2026-07-14 · 57 added, 36 removed, 97 unchanged (49% of the section changed)

19 unchanged sentences

Recent Developments

Termination Agreement

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.

2 unchanged sentences

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

Merger Agreement

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.

1 unchanged sentence

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.

Extraordinary General Meeting

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.

3 unchanged sentences

Following the redemptions, 10,134,518 Quartzsea ordinary shares remained outstanding, and approximately $73.6 million remained in Quartzsea’s trust account.

Nasdaq Compliance

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.

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.

Preliminary Proxy Statement

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.

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 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.

Our only activities from November 5, 2024 (inception) through August 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.

1 unchanged sentence

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 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.

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.

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.

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.

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.

Liquidity and Capital Resources

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.

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.

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.

As of May 31, 2026, the Company had $5,156 of cash and a working capital deficit of $1,035,078.

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.

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.

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.

1 unchanged sentence

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.

The unaudited condensed consolidated 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 May 31, 2026.

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

5 unchanged sentences

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.

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.

Promissory Note — Eight Directions

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

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.

Administrative Services Agreement

3 unchanged sentences

The Company incurred $60,000 and $180,000 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.

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.

Underwriting Agreement

1 unchanged sentence

The underwriter fully excised its over-allotment option on March 19, 2025.

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.

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.

The amendment also clarifies that the underwriters may waive the deferred underwriting commission prior to the consummation of the Company’s initial business combination.

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.

Right of First Refusal

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

As of August 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.

New Merger Agreement

with Eight Directions Technology Limited

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.

13 unchanged sentences

Quarterly Results

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.

As of August 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