Quartzsea Acquisition Corp — Amended Annual Report (Form 10-K/A)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No.1)

 

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended November 30, 2025

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from       to       

 

Commission File Number 001-42555

 

Quartzsea Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Cayman Islands		N/A00-0000000
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

 

1185 Avenue of the Americas, Suite 304

New York, NY 10036

(Address of principal executive offices and zip code)

 

(212) 612-1400

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one ordinary share and one right		QSEAU		The Nasdaq Stock Market LLC
Ordinary shares, par value $0.0001 per share		QSEA		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-fifth of one ordinary share		QSEAR		The Nasdaq Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐   No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐   No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the 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 smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(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 effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐   No ☒

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant 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-based compensation 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 Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

 

As of May 31, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrant was approximately $84,787,200.

 

As of March 16, 2026, there were 11,409,900 ordinary shares issued and outstanding.

 

 

 

Quartzsea Acquisition Corporation

 

EXPLANATORY NOTE

 

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

The following exhibits are filed as part of this Amendment:

 

EXHIBIT INDEX

 

Exhibit No.		Description
3.1*		Second Amended and Restated Memorandum and Articles of Association
4.1**		Specimen Unit Certificate
4.2**		Specimen Ordinary Shares Certificate
4.3**		Specimen Rights Certificate
4.4*		Rights Agreement by and between Continental Stock Transfer & Trust Company and the Registrant
5.1***		Opinion of Celine and Partners, P.L.L.C.
5.2***		Opinion of Ogier
10.1*		Form of Letter Agreement among the Registrant and the Sponsor, Officers, and Directors
10.2*		Investment Management Trust Agreement by and between Continental Stock Transfer & Trust Company and the Registrant
10.3*		Registration Rights Agreement by and between the Registrant and Insiders
10.4*		Form of Indemnity Agreement
10.5*		Subscription Agreement, as amended, between the Registrant and Blue Jay Investment LLC
10.6***		Administrative Services Agreement
14.1***		Code of Ethics
31.1****		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2****		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1****		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2****		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1***		Audit Committee Charter
99.2***		Compensation Committee Charter
97.1****		Clawback Policy

 

*	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on March 20, 2025.
**	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on March 11, 2025.
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on March 13, 2025
****	Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	Quartzsea Acquisition Corporation
Date: April 8, 2026	By:	/s/ Qi Gong
	Name:	Ms. Qi Gong
	Title:	Chief Executive Officer and Chairwoman
		(Principal Executive Officer and Principal Accounting and Financial Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this Amendment No.1 on Form 10-K/A has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Qi Gong		Chief Executive Officer and Chairwoman		April 8, 2026
Ms. Qi Gong		(Principal Executive Officer and Principal Accounting and Financial Officer)