Quartzsea Acquisition Corp 2025年度报告

FORM 10-K ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number 001-42555 Quartzsea Acquisition Corporation(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (Section232.405 of this chapter) during the preceding 12 months (or such shorter period thatthe registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act: Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. Yes☐No☒ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the fi ling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ As of May31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant wasapproximately $84,787,200. As of March16, 2026, there were 11,409,900 ordinary shares issued and outstanding. Quartzsea Acquisition Corporation TABLE OF CONTENTS PART IItem 1.Business1Item 1A.Risk Factors20Item 1B.Unresolved Staff Comments20Item 1C.Cybersecurity20Item 2.Properties20Item 3.Legal Proceedings20Item 4.Mine Safety Disclosures20PART IIItem 5.Market for Registrant’s Common Equity, Related Shareholders Matters and Issuer Purchases of EquitySecurities21Item 6.Reserved22Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 7A.Quantitative and Qualitative Disclosures About Market Risk28Item 8.Financial Statements and Supplementary Data28Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure28Item 9A.Controls and Procedures28Item 9B.Other Information29Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections29PART IIIItem 10.Directors, Executive Officers and Corporate Governance30Item 11.Executive Compensation36Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters37Item 13.Certain Relationships and Related Transactions, and Director Independence37Item 14.Principal Accounting Fees and Services40PART IVItem 15.Exhibits, Financial Statement Schedules41Item 16.Form 10-K Summary41i CERTAIN TERMS References to the “Company,” “our Company,” “Quartzsea,” “our,” “us,” or “we” refer to Quartzsea Acquisition Corporation, a blankcheck company incorporated on November5, 2024, as a Cayman Islands exempted corporation and formed for the purpose ofeffecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or morebusinesses, which we refer to throughout this Annual Report on Form 10-K for the year ended November30, 2025