Quartzsea faces Nasdaq delisting over $75K fee

Quartzsea Acquisition Corp (symbol QSEA) reports that on August 19, 2026 it received a Nasdaq notice stating that its securities are subject to delisting because it had not paid listing fees required under Nasdaq Listing Rule 5250(f).

Rhea-AI Filing Summary

Quartzsea Acquisition Corp (symbol QSEA) reports that on August 19, 2026 it received a Nasdaq notice stating that its securities are subject to delisting because it had not paid listing fees required under Nasdaq Listing Rule 5250(f). The past-due amount was $75,000, and absent further action trading in its ordinary shares is expected to be suspended at the opening of business on August 28, 2026, followed by a Form 25-NSE to remove the securities from Nasdaq. The company had until 4:00 p.m. Eastern Time on August 26, 2026 to request a hearing that would stay the suspension. On August 25, 2026, Quartzsea paid the $75,000 in full and asked Nasdaq to confirm that the deficiency is cured and the delisting determination withdrawn, but it has not yet received written confirmation and notes there is no assurance Nasdaq will act before the suspension date.

Positive

• None.

Negative

• Nasdaq has determined to delist QSEA securities over an unpaid $75,000 fee, with potential trading suspension on August 28, 2026, creating material listing-risk uncertainty.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Past-due Nasdaq fee: $75,000 Trading suspension date: August 28, 2026 Hearing request deadline: 4:00 p.m. Eastern Time on August 26, 2026 +1 more

4 metrics

Past-due Nasdaq fee $75,000 Amount identified by Nasdaq Listing Qualifications as outstanding under Nasdaq Listing Rule 5250(f)

Trading suspension date August 28, 2026 Date when trading in ordinary shares will be suspended absent appeal or withdrawal of delisting determination

Hearing request deadline 4:00 p.m. Eastern Time on August 26, 2026 Deadline to request a hearing before a Nasdaq Hearings Panel to stay suspension and Form 25-NSE

Par value of ordinary shares $0.0001 per share Par value of Quartzsea ordinary shares listed on Nasdaq

Key Terms

Nasdaq Listing Rule 5250(f), Form 25-NSE, Emerging growth company, Nasdaq Hearings Panel

4 terms

Nasdaq Listing Rule 5250(f) regulatory

"had not paid certain fees required under Nasdaq Listing Rule 5250(f)"

A Nasdaq listing rule that requires publicly traded companies to promptly notify the exchange if they fail to file required periodic reports, such as quarterly or annual financial statements. For investors, this is like a public warning light indicating a company missed a scheduled update; it matters because missed filings can signal operational, accounting or governance problems and may trigger regulatory scrutiny or delisting, increasing investment risk.

Form 25-NSE regulatory

"Nasdaq will thereafter file a Form 25-NSE with the Securities"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Nasdaq Hearings Panel regulatory

"request a hearing before a Nasdaq Hearings Panel (the “Panel”)"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Nasdaq issue a delisting notice to QSEA?

Nasdaq staff notified Quartzsea Acquisition Corp that its securities are subject to delisting because the company had not paid certain required listing fees under Nasdaq Listing Rule 5250(f), with a past-due balance of $75,000.

How much in past-due Nasdaq fees did QSEA owe and when was it paid?

The company’s past-due Nasdaq fee was $75,000. Quartzsea paid the $75,000 outstanding fee balance in full on August 25, 2026 and provided evidence of payment to Nasdaq.

When could trading in QSEA shares be suspended according to Nasdaq’s notice?

Unless Nasdaq’s delisting determination is withdrawn or otherwise stayed, trading in Quartzsea’s ordinary shares will be suspended at the opening of business on August 28, 2026, with Nasdaq to file a Form 25-NSE thereafter.

What deadline did QSEA have to request a Nasdaq hearing?

Quartzsea had until 4:00 p.m. Eastern Time on August 26, 2026 to request a hearing before a Nasdaq Hearings Panel. A timely hearing request would stay the suspension and Form 25-NSE filing pending the panel’s decision.

Has Nasdaq confirmed QSEA’s compliance after the fee payment?

As of the report date, Quartzsea states it has not received written confirmation from Nasdaq that the $75,000 payment has cured the deficiency or that the delisting determination has been withdrawn, and it notes there is no assurance this will occur before the suspension date.

Does QSEA plan to request a hearing before the Nasdaq Hearings Panel?

In light of having paid the $75,000 outstanding fee balance, Quartzsea states that it does not currently intend to request a hearing before the Nasdaq Hearings Panel, while acknowledging that Nasdaq may still proceed with the delisting process.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2026

Quartzsea Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42555		00-0000000N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1185 Avenue of the Americas, Suite 349 New York, NY		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 574-4425

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 19, 2026, Quartzsea Acquisition Corporation (the “Company”) received a letter (the “Letter”) from the staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company had not paid certain fees required under Nasdaq Listing Rule 5250(f), which requires listed companies to pay all applicable fees as described in the Nasdaq Rule 5900 Series. As such, Nasdaq had determined to delist the Company’s securities. The Letter stated that the Company’s past-due fee was $75,000.

The Letter further stated that, unless the Company timely appeals Nasdaq’s determination, trading in the Company’s Ordinary Shares will be suspended at the opening of business on August 28, 2026, and Nasdaq will thereafter file a Form 25-NSE with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq. The Company has until 4:00 p.m. Eastern Time on August 26, 2026 to request a hearing before a Nasdaq Hearings Panel (the “Panel”). A timely hearing request would stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.

On August 25, 2026, the Company paid the $75,000 outstanding fee balance in full and provided evidence of payment to Nasdaq. The Company has requested that Nasdaq confirm receipt and application of the payment, that the deficiency under Nasdaq Listing Rule 5250(f) has been cured and that the Staff’s delisting determination has been withdrawn. As of the date of this Current Report on Form 8-K, the Company has not received written confirmation from Nasdaq that the delisting determination has been withdrawn. In light of the Company’s payment of the outstanding fee balance, the Company does not currently intend to request a hearing before the Panel.

There can be no assurance that Nasdaq will confirm the Company’s compliance or withdraw the delisting determination before the suspension date.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

QUARTZSEA ACQUISITION CORPORATION
By:	/s/ Qi Gong
Name:	Qi Gong
Title:	Chief Executive Officer
Date: August 25, 2026

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 4.0 KB
• EX-101 XBRL DEFINITION FILE 26.6 KB
• EX-101 XBRL LABEL FILE 36.9 KB
• EX-101 XBRL PRESENTATION FILE 25.3 KB