Financial Analysis

Note 6 Commitments and Contingencies Risks and Uncertainties Various social and political circumstances in the U.S. and around the world (including tariffs, rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. As a result of these circumstances and the ongoing global conflicts and/or other future global conflicts, the Companys ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Companys ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and potential future sanctions on the world economy and the specific impact on the Companys financial position, results of operations or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The hold …

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Recent Accounting Pronouncements Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Companys financial statements. …

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Note 5 Related Party Transactions Founder Shares On November 5, 2024, the Company issued to the Sponsor 1,725,000 ordinary shares for an aggregated consideration of $ 25,000 , or approximately $ 0.0145 per ordinary share. On February 12, 2025, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 2,415,000 ordinary shares, $ 0.0104 per ordinary share. On March 17, 2025, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, pursuant to which the purchased amount of Founder Shares was adjusted to 2,898,000 , of which 378,000 are subject to forfeiture. As a result of the underwriters full exercise of its over-allotment option on March 19, 2025, no shares are subject to forfeiture. The Initial Shareholders have agreed, subject to certain limited exceptions, not to transfer, assign or sell any of their Founder Shares for a time period ending on the date that is the earlier of (A) six months after the completion of the Companys initial business combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after its initial business combination that results in all of the public shareholders having the right to exchange their shares of ordinary shares for cash, securities or other property. The Initial Shareholders also agree not to transfer any ownership interest in, except to per …

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Note 8 Segment Information ASC Topic 280, Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements. The Companys chief operating decision maker has been identified as the Chief Executive Officer and Chairwoman (CODM), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating and reportable segment. The Companys CODM does not review assets by segment in her evaluation and therefore assets by segment are not disclosed below. When evaluating the Companys performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following: Schedule of Segment information For the Three Months Ended May 31, For the Six Months Ended May 31, 2026 2025 2026 2025 General and administrative expenses $ 196,589 $ 727,74 …

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Note 2 Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by the U.S. GAAP. 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 Companys 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 future periods. Emerging Growth Company Status The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act of 1933, as amended, (the Securities Act), as modified by the Jumpstart Our Business Startups Act of 2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requireme …

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Note 7 Shareholders Deficit Ordinary shares The Company is authorized to issue up to 500,000,000 ordinary shares, par value $ 0.0001 per share. Holders of ordinary shares are entitled to one vote for each share held on all matters to be voted on by the shareholders, except as required by law. On November 5, 2024, the Company issued to the Sponsor 1,725,000 ordinary shares for $ 25,000 . On February 12, 2025, the Company and the Sponsor entered into the First Amendment to the Subscription Agreement, pursuant to which the purchased amount of shares was adjusted to 2,415,000 ordinary shares. On March 17, 2025, the Company and the Sponsor entered into the Second Amendment to the Subscription Agreement, 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 shares outstanding. Rights Each holder of a right will receive one-fifth (1/5) of one ordinary share upon consummation of a Business Combination, even if the holder of such right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreem …

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Note 9 Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these unaudited condensed consolidated financial statements were issued. 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 Period 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). Quartzseas 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 al …

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