石英海收购公司2025年季度报告

Non-accelerated filer☒Smaller reporting company☒Emerging Growth Company☒ complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ Trading Symbol(s)Name of each exchange on which registeredQSEAUTheNasdaqStock Market LLC Notes to Unaudited Condensed Consolidated Financial StatementsManagement’s Discussion and Analysis of Financial Condition and Results of Operations For theThreeMonthsFor theSix Months May31,2025 EndedMay31,2025Cash Flows from Operating Activities:$ Changes in operating assets and liabilities:Prepaid expensesAccounts payable and accrued expensesNet cash used in operating activities Net cash used in investing activities Cash Flows from Financing Activities:Proceeds from sale of public units82,800,000Proceeds from sale of Private Placements units2,319,000Payment of underwriter fees(586,500)Repayment of promissory note - related party(500,000) Net Changes in CashCash - Beginning of periodCash - End of period Supplemental Disclosure of Non-cash Financing Activities:Accretion of additional paid in capital to accumulated deficit$2,711,009Remeasurement of carrying value to redemption value$6,858,776Deferred underwriting fee payable$3,312,000 Quartzsea Acquisition Corporation (the “Company”or “Quartzsea”) is a blank check company incorporated under the laws of theCayman Islands with limited liability on November5, 2024. The Company was formed for the purpose of effecting a merger, shareexchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities(“Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a BusinessCombination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risksassociated with early stage and emerging growth companies. operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private PlacementUnits (as defined below). The Company has selected November30 as its fiscal year end.The Company’s sponsor is Blue Jay Investment LLC (the “Sponsor”), a Delaware limited liability company.The registration statement for the IPO was declared effective on March14, 2025. On March19, 2025, the Company consummated itsIPO of8,280,000units (the “Public Units’), including the full exercise of the over-allotment option of1,080,000Units granted to theunderwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $82,800,000.Simultaneously with the IPO, the Company sold to its Sponsor231,900units at $10.00per unit (the “Private Units”) in a privateplacement generating total gross proceeds of $2,319,000, which is described in Note 4. time of the agreement to enter into an initial Business Combination. The Company will only complete a Business Combination if thepost-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires acontrolling interest in the target sufficient for it not to be required to register as an investment company under the Investment CompanyAct 1940, as amended (the “Investment Company Act”). treasury bills with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule2a-7 under theInvestment Company Act of 1940 and which invest solely in U.S. Treasuries. The Trust Fund will be deposited into the Trust Accountin the U.S. to be released only in the event of either: (i) the consummation of a Business Combination or (ii) the Company’s failure tocomplete a Business Combination within the applicable period of time. Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account(initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously releasedto the Company to pay its franchise and income tax obligations). The Public Shares subject to redemption was recorded at a redemption value and classified as temporary equity upon the completion of the IPO on March19, 2025 in accordance with theAccounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers ordirectors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to votetheir Founder Shares, Private Shares (as defined in Note 4), and any Public Shares purchased during or after the IPO (other than PublicShares purchased outside of a redemption offer which may not be voted in favor of approving the business combination tr