What changed in this filing

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Item 1. Financial Statements

2026-10-09 compared with 2026-07-14 · 195 added, 139 removed, 490 unchanged (41% of the section changed)

5 unchanged sentences

Prepaid expenses

Total Current Assets

Current Assets

Prepaid expenses

4 unchanged sentences

Accounts payable and accrued expenses

Due to target company (Eight Directions)

Promissory note - target company (Eight Directions)

Promissory note - related party

Due to related party

Total Current Liabilities

Total Current

Deferred underwriting fee payable

1 unchanged sentence

Commitments and Contingencies – see Note 6

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

shares subject to possible redemption, 7,004,618

shares and 8,280,000 shares at redemption value of $ 10.65

per share as of August 31, 2026 and November 30, 2025, respectively

Shareholders’ Deficit

Ordinary shares, $ 0.0001 par value;

Ordinary shares, $ 0.0001

shares authorized;

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

shares issued and outstanding as of August 31, 2026 and November 30, 2025 (excluding 7,004,618 shares and 8,280,000 shares

subject to possible redemption as of August 31, 2026 and November 30, 2025, respectively)

Accumulated deficit

Total Shareholders’ Deficit

Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

Total Shareholders’

Total Liabilities,

Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit

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

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Three Months Ended

Six Months Ended

Nine Months Ended

General and administrative expenses

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

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

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

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

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

As a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on March 19, 2025, no shares were subject to forfeiture.

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

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2026

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2026

Ordinary Shares

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$ ( 4,347,078 )

FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025

Remeasurement of carrying value to redemption value

Extension fees deposited into trust account

Deferred underwriting fee adjustment

August 31, 2026

$ ( 4,787,143 )

$ ( 4,786,830 )

FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025

Shareholders’

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$ ( 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).

As a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on March 19, 2025, no shares were subject to forfeiture.

Remeasurement of carrying value to redemption value

Balance August 31, 2025

$ ( 3,340,276 )

$ ( 3,339,963 )

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

1 unchanged sentence

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Six Months Ended

Nine Months Ended

Cash Flows from Operating Activities:

Net income (loss)

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

Adjustments to reconcile net income to net cash used in operating activities:

Interest earned on short-term investment

1 unchanged sentence

( 2,233,041 )

( 1,572,491 )

Changes in operating assets and liabilities:

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Net cash used in operating activities

( 1,171,443 )

Cash Flows from Investing Activities:

deposit into Trust Account

Cash withdrawn from Trust Account to pay redeemed public shareholders

Purchase of short-term investment

Proceeds from sale of short-term investment

Purchase of investments held in Trust Account

( 82,800,000 )

Net cash used in investing activities

Net cash provided by (used in) investing activities

( 82,792,034 )

Cash Flows from Financing Activities:

Payment to redeemed public shareholders

( 13,391,956 )

Proceeds from sale of public units

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Due to related party

Due to target company (Eight Directions)

Proceeds from promissory note- related party

Proceeds from promissory note-target company

Payment of underwriter fees

1 unchanged sentence

Payment of offering costs

Net cash provided by financing activities

cash (used in) provided by financing activities

( 12,525,903 )

Net Changes in Cash

4 unchanged sentences

Remeasurement of carrying value to redemption value

Deferred underwriting fee payable

underwriting fee (adjustment) payable

$ ( 329,247 )

Prior year deferred offering cost charged to additional paid-in capital

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 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.

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

For the period from November 5, 2024 (inception) through August 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.

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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.

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

under such arrangement and funded approximately $ 321,478

of Quartzsea’s transaction expenses.

On March 17, 2026, the Company entered into a

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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

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 which was issued on August 21, 2026.

The note is non-interest bearing, except upon

an event of default, is secured by 30,000 Quartzsea’s ordinary shares held by the Sponsor, and may be satisfied in cash or through

the transfer of Founder Shares valued at $10.00 per share.

As of August 31, 2026, the Sponsor received $ 300,000 under such arrangement and has not funded Quartzsea’s transaction expenses.

Additionally, Eight Directions is responsible

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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.

31, 2026, Eight Directions had deposited three extensions of $ 175,000 each, totaling $ 525,000 , into Quartzsea’s Trust Account.

The first $ 175,000 extension contribution was deposited on June 25, 2026.

Quartzsea issued Eight Directions a $ 175,000 promissory note on August 21, 2026 and recorded the remaining $ 350,000 as Due to target company.

The New Merger Agreement contains customary

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

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

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

Going Concern Consideration

As of May 31, 2026, the Company had $ 5,156

As of August 31, 2026, the Company had $ 848

of cash and a working capital deficit of $ 1,804,077 .

1 unchanged sentence

costs in pursuit of the consummation of an initial Business Combination.

Subsequent to May 31, 2026, on June 23, 2026,

On June 23, 2026,

the Company’s shareholders approved amendments to the Company’s governing documents and Investment Management Trust Agreement

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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.

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

The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Note 2 — Significant Accounting Policies

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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

In the opinion of management, the unaudited condensed consolidated 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 nine months ended

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

future periods.

6 unchanged sentences

Use of Estimates

In preparing these unaudited condensed financial statements in conformity with U.S.

GAAP, the Company’s management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.

In preparing these unaudited condensed

consolidated financial statements in conformity with U.S.

GAAP, the Company’s management makes estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

financial statements and the reported expenses during the reporting period.

Making estimates requires management to exercise significant judgment.

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

The Company had $ 848 and $ 12,095 in cash and none in cash equivalents as of August 31, 2026 and November 30, 2025, respectively.

Investments Held in Trust Account

As of May 31, 2026, substantially all

As of August 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.

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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 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:

Accordingly, as of August 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 August 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 – May 31, 2026

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The unaudited condensed statements of operations include a presentation of net income (loss) per redeemable share and net income (loss) per non-redeemable share following the two-class method of net income per share because redemption of the redeemable shares is not at fair value pursuant to the guidance in ASC 480-10-S99.

Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period.

The Company has elected to treat only the portion of the periodic adjustment to the carrying amount of the redeemable shares that reflects a redemption in excess of fair value like a dividend.

As such, income or loss allocable to each class of ordinary share is not adjusted for the accretion of carrying value to redemption value.

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 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:

Redemption of public shareholders

Ordinary shares subject to possible

redemption – August 31, 2026

Net Income Per Ordinary Share

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

The unaudited condensed consolidated statements of operations include a presentation

of net income per redeemable share and net income per non-redeemable share following the two-class method of net income

per share because redemption of the redeemable shares is not at fair value pursuant to the guidance in ASC 480-10-S99.

Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the

The Company has elected to treat only the portion of the periodic adjustment to the carrying amount of the redeemable shares that

reflects a redemption in excess of fair value like a dividend.

As such, income or loss allocable to each class of ordinary share is not

adjusted for the accretion of carrying value to redemption value.

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 August 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 per ordinary share is the same as basic net income per ordinary share for the periods presented.

The net income per ordinary 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

Six Months Ended

Net income (loss)

Nine Months Ended

Schedule of net income per share

3 unchanged sentences

Non-redeemable

Basic and diluted net income (loss)

per ordinary share

of net income (loss)

Basic and diluted net income per ordinary share

of net income

Basic and diluted weighted average shares outstanding

diluted net income (loss) per ordinary share

Six Months Ended

diluted net income per ordinary share

Nine Months Ended

Non-redeemable

Basic and diluted net income (loss)

per ordinary share

of net income (loss)

Basic and diluted net income per ordinary share

of net income

Basic and diluted weighted average shares outstanding

diluted net income (loss) per ordinary share

diluted net income per ordinary share

Rights Accounting

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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 May 31, 2026.

There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of August 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.

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The Initial Shareholders also agree not to transfer any ownership interest in, except to permitted transferees, their private placement until at least 30 days following the completion of the business combination.

Promissory Note — Related Party

Promissory Notes — Related Party

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 IPO (the “Promissory Note”).

1 unchanged sentence

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 May 31, 2026 and November 30, 2025, the Company had no outstanding loan balance 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 Note 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 notes.

Working Capital Loans

4 unchanged sentences

The units would be identical to the Private Placement Units.

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

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

borrowings under the Working Capital Loans.

11 unchanged sentences

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

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.

As of August 31, 2026 and November 30, 2025, the

Company accrued $ 240,000

3 unchanged sentences

behalf of the Company.

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

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

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

These non-interest-bearing amounts are payable on demand.

As of August 31, 2026 and November 30, 2025,

the amount due to the related party was $ 71,478

respectively.

Upon issuance, the outstanding balance will be converted into a new promissory note similar to the July 2026

Promissory Note mentioned above.

Note 6 — Commitments and Contingencies

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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

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 excise of over-allotment option by the underwriter.

In addition, the underwriter is entitled to a deferred fee of 4.0 %

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

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.

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.

Right of First Refusal

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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 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

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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

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

shares outstanding.

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Three Months Ended

Six Months Ended

Nine Months Ended

General and administrative expenses

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Interest earned on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Note 9 — Due to target company (Eight

Pursuant to the Business Combination Agreement,

Eight Directions deposited three extension contributions of $ 175,000 each totaling $ 525,000 to Quartzsea’s Trust Account, following

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

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.

The remaining $ 350,000 was recorded as Due to target company.

Note 10 — Subsequent Events

1 unchanged sentence

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

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.

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.

On September 19, 2026, Quartzsea

caused an aggregate of $ 175,000 to be deposited into the Company’s trust account for the benefit of its public shareholders in order

to extend the date by which the Company must consummate its initial business combination from September 19, 2026 to October 19, 2026.

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