Quartzsea Acquisition Corp 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended May 31, 2026 ☐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) 1185 Avenue of the Americas, Suite 304New York, NY 10036(Address of principal executive offices) Tel: (212) 612-1400(Issuer’s telephone number) Check whether the issuer (1) filed all reports required to be filed by Section13 or 15(d) of the Exchange Act during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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. 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 is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ Securities registered pursuant to Section12(b) of the Act: As of July13, 2026, 10,134,518 Ordinary Shares, including Ordinary Shares underlying the units, par value $0.0001 per share, wereissued and outstanding. Quartzsea Acquisition Corporation FORM 10-Q FOR QUARTER ENDED May31, 2026 TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION Item 1.Financial Statements1Condensed Consolidated Balance Sheets as of May 31, 2026 (Unaudited) and November 30, 20251Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended May 31,2026 and 20252Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and SixMonths Ended May 31, 2026 and 20253Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended May 31, 2026 and20254Notes to Unaudited Condensed Consolidated Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3.Quantitative and Qualitative Disclosures About Market Risk24Item 4.Controls and Procedures24 PART II – OTHER INFORMATION Item 1.Legal Proceedings25Item 1A.Risk Factors25Item 2.Unregistered Sales of Equity Securities and Use of Proceeds25Item 3.Defaults Upon Senior Securities25Item 4.Mine Safety Disclosures25Item 5.Other Information25Item 6.Exhibits26 PART I – FINANCIAL INFORMATION QUARTZSEA ACQUISITION CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS QUARTZSEA ACQUISITION CORPORATIONUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS QUARTZSEA ACQUISITION CORPORATIONUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED MAY31, 2026 As a result of the underwriter full exercise of its over-allotment option to purchase 1,080,000 units on March19, 2025, no shareswere subject to forfeiture. The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. QUARTZSEA ACQUISITION CORPORATIONUNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS QUARTZSEA ACQUISITION CORPORATIONNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization, Business Operations 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. As of May31, 2026, the Company had not commenced any operations. For the period from November5, 2024 (inception) throughMay31, 2026, the Company’s efforts have been limited to orga